<SEC-DOCUMENT>0001062993-18-004201.txt : 20181025
<SEC-HEADER>0001062993-18-004201.hdr.sgml : 20181025
<ACCEPTANCE-DATETIME>20181025170827
ACCESSION NUMBER:		0001062993-18-004201
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20181025
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20181025
DATE AS OF CHANGE:		20181025

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SunOpta Inc.
		CENTRAL INDEX KEY:			0000351834
		STANDARD INDUSTRIAL CLASSIFICATION:	WHOLESALE-FARM PRODUCT RAW MATERIALS [5150]
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			Z4
		FISCAL YEAR END:			0101

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-34198
		FILM NUMBER:		181139585

	BUSINESS ADDRESS:	
		STREET 1:		2233 ARGENTIA ROAD
		STREET 2:		SUITE 401
		CITY:			MISSISSAUGA
		STATE:			A6
		ZIP:			L5N 2X7
		BUSINESS PHONE:		(905) 455-1990

	MAIL ADDRESS:	
		STREET 1:		2233 ARGENTIA ROAD
		STREET 2:		SUITE 401
		CITY:			MISSISSAUGA
		STATE:			A6
		ZIP:			L5N 2X7

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	SUNOPTA INC
		DATE OF NAME CHANGE:	20031107

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	STAKE TECHNOLOGY LTD
		DATE OF NAME CHANGE:	19940901
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>form8k.htm
<DESCRIPTION>FORM 8-K
<TEXT>
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   <TITLE>SunOpta Inc.: Form 8-K - Filed by newsfilecorp.com</TITLE>
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    <TD style="BORDER-TOP: medium none #000000; " align=center><B><FONT
      size=5>UNITED STATES </FONT></B></TD></TR>
  <TR vAlign=top>
    <TD align=center><B><FONT size=5>SECURITIES AND EXCHANGE COMMISSION
      </FONT></B></TD></TR>
  <TR vAlign=bottom>
    <TD align=center><B>WASHINGTON, D.C. 20549 </B></TD></TR></TABLE>
<P align=center><B><FONT size=5>FORM 8-K </FONT></B></P>
<P align=center><B>CURRENT REPORT<BR></B><B>PURSUANT TO SECTION 13 OR 15(d) OF
THE <BR>SECURITIES EXCHANGE ACT OF 1934</B></P>
<P align=center><B>Date of Report (Date of earliest event reported): <U>October
22, 2018 </U></B></P>
<P align=center><B><U><FONT size=5>SUNOPTA INC.</FONT><BR></U></B>(Exact name of
registrant as specified in its charter) </P>
<TABLE
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  <TR vAlign=top>
    <TD align=center><B><U>Canada </U></B></TD>
    <TD align=center width="33%"><B><U>001-34198 </U></B></TD>
    <TD align=center width="33%"><B><U>Not Applicable </U></B></TD></TR>
  <TR vAlign=top>
    <TD align=center>(State or other jurisdiction of incorporation) </TD>
    <TD align=center width="33%">(Commission File Number) </TD>
    <TD align=center width="33%">(IRS Employer Identification No.)
  </TD></TR></TABLE>
<P align=center><B>2233 Argentia Drive, Suite 401 <BR><U>Mississauga, Ontario
L5N 2X7, Canada </U><BR></B>(Address of Principal Executive Offices)</P>
<P align=center><B><U>(905) 821-9669 </U><BR></B>(Registrant's telephone number,
including area code)</P>
<P align=justify>Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:</P>
<TABLE
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  <TR vAlign=top>
    <TD align=left>[&nbsp;&nbsp; ]</TD>
    <TD align=left width="95%">Written communications pursuant to Rule 425
      under the Securities Act (17 CFR 230.425) </TD></TR>
  <TR>
    <TD align=left>&nbsp;</TD>
    <TD align=left width="95%">&nbsp;</TD></TR>
  <TR vAlign=top>
    <TD align=left>[&nbsp;&nbsp; ]</TD>
    <TD align=left width="95%">Soliciting material pursuant to Rule 14a-12
      under the Exchange Act (17 CFR 240.14a-12) </TD></TR>
  <TR>
    <TD align=left>&nbsp;</TD>
    <TD align=left width="95%">&nbsp;</TD></TR>
  <TR vAlign=top>
    <TD align=left>[&nbsp;&nbsp; ]</TD>
    <TD align=left width="95%">Pre-commencement communications pursuant to
      Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) </TD></TR>
  <TR>
    <TD align=left>&nbsp;</TD>
    <TD align=left width="95%">&nbsp;</TD></TR>
  <TR vAlign=top>
    <TD align=left>[&nbsp;&nbsp; ]</TD>
    <TD align=left width="95%">Pre-commencement communications pursuant to
      Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) </TD></TR>
  <TR>
    <TD align=left style="border-bottom-style: none; border-bottom-width: medium">&nbsp;</TD>
    <TD align=left width="95%" style="border-bottom-style: none; border-bottom-width: medium">&nbsp;</TD></TR>
  </TABLE><BR>
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<P align=justify><B>Item 1.01. Entry into a Material Definitive
Agreement</B></P>
<P align=justify><B>New Asset Based Revolving Credit Facility </B></P>
<P align=justify><B><I>Overview </I></B></P>
<P align=justify style="text-indent:5%"> On
October 22, 2018 (the &#147;Effective Date&#148;), SunOpta Inc. (the &#147;Company&#148;), SunOpta
Foods Inc. (&#147;SunOpta Foods&#148;), The Organic Corporation B.V. (&#147;TOC&#148;) and certain
other subsidiaries of the Company entered into an amendment (the &#147;Amendment&#148;) to
the Company&#146;s existing credit agreement dated as of February 11, 2016 with
respect to the Company&#146;s asset-based revolving credit facility (as amended by
the First Amendment, dated as of October 7, 2016, and as further amended by the
Second Amendment and Joinder, dated as of September 19, 2017, the &#147;Existing
Credit Agreement&#148;), to, amongst other things, increase the commitments under the
U.S. Tranche B Subfacility by an aggregate principal amount of $5,000,000 (the
&#147;U.S. Tranche B Revolving Commitment Increase).</P>
<P align=justify style="text-indent:5%"> SunOpta
Foods and certain of its subsidiaries are the borrowers under the U.S. Tranche B
Revolving Commitment Increase. Borrowings under the U.S. Tranche B Revolving
Commitment Increase may be made in U.S. Dollars.</P>
<P align=justify style="text-indent:5%"> The
proceeds of the U.S. Tranche B Revolving Commitment Increase will be used (i) to
repay borrowings under the company&#146;s existing U.S. asset-based revolving credit
subfacility under the Existing Credit Agreement (the &#147;Existing U.S.
Subfacility&#148;) and (ii) for working capital needs and general corporate purposes.
</P>
<P align=justify style="text-indent:5%"> Amounts
under the U.S. Tranche B Revolving Commitment Increase were fully drawn on the
Effective Date. Amortization payments on the aggregate principal amount of the
U.S. Tranche B Subfacility (including the portion thereunder consisting of the
Tranche B Revolving Commitment Increase) will be equal to $3,333,333.33 payable
at the end of each fiscal quarter, commencing with the fiscal quarter ending
March 31, 2019. Borrowings repaid under the U.S. Tranche B Subfacility
(including the portion thereunder consisting of the Tranche B Revolving
Commitment Increase) may not be borrowed again.</P>
<P align=justify><B><I>Guarantee and Security </I></B></P>
<P align=justify style="text-indent:5%"> All
obligations under the U.S. Tranche B Subfacility (including the portion
thereunder consisting of the Tranche B Revolving Commitment Increase) will
continue to be unconditionally guaranteed by substantially the same guarantors
as the Existing U.S. Subfacility (the &#147;Guarantors&#148;).</P>
<P align=justify style="text-indent:5%"> In
addition, the U.S. Tranche B Subfacility (including the portion thereunder
consisting of the Tranche B Revolving Commitment Increase)will continue to be
secured on substantially the same basis as the Existing U.S. Subfacility, which
includes a first priority security interest in (x) substantially all of tangible
and intangible assets of the Guarantors (subject to certain customary exceptions
and qualifications) and (y) all the capital stock of, or other equity interests
in, each Guarantor (other than the Company) and each Guarantors&#146; direct
restricted subsidiaries (subject to certain customary exceptions and
qualifications) (collectively, the &#147;Collateral&#148;).</P>
<P align=justify><B><I>Interest Rate and Fees </I></B></P>
<P align=justify style="text-indent:5%">
Borrowings under the U.S. Tranche B Subfacility (including the portion
thereunder consisting of the Tranche B Revolving Commitment Increase) will
continue to bear interest at a margin over a reference rate selected at the
option of the relevant Borrower. The margin for the U.S. Tranche B Subfacility
(including the portion thereunder consisting of the Tranche B Revolving
Commitment Increase) will continue to be set quarterly based on average
borrowing availability for the preceding fiscal quarter and will range from
2.00% to 2.50% with respect to base rate and prime rate borrowings and from
3.00% to 3.50% for eurocurrency rate and bankers&#146; acceptance rate borrowings.
The initial margin for the U.S. Tranche B Subfacility (including the portion
thereunder consisting of the Tranche B Revolving Commitment Increase) will
continue to be 2.50% with respect to base rate and prime rate borrowings and
3.50%% with respect to eurocurrency rate borrowings. </P>
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<P align=justify style="text-indent:5%"> The
foregoing description of the Amendment is included to provide you with
information regarding its terms. It does not purport to be a complete
description and is qualified in its entirety by reference to the full text of
the Amendment, which is filed as Exhibit 10.1 hereto and incorporated herein by
reference. </P>
<P align=justify><B><I>Certain Covenants and Events of Default</I></B></P>
<P align=justify style="text-indent:5%"> The U.S.
Tranche B Subfacility (including the portion thereunder consisting of the
Tranche B Revolving Commitment Increase) is subject to substantially the same
covenants and events of default as the Existing U.S. Subfacility.<B> </B></P>
<P align=justify><B>Item 2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a Registrant. </B></P>
<P align=justify style="text-indent:5%"> The
information set forth in Item 1.01 is incorporated by reference into this Item
2.03.</P>
<P align=justify><B>Item 9.01. Financial Statements and Exhibits.</B> </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD vAlign=top width="5%">(d) </TD>
    <TD>
      <P align=justify><I>Exhibits</I></P></TD></TR></TABLE>
<P style="MARGIN-LEFT: 5%" align=justify>The list of exhibits in the Exhibit
Index hereto is incorporated herein by reference. </P>
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<P align=center><B>SIGNATURES</B></P>
<P align=justify>Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.</P>
<DIV align=right>
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  <TR vAlign=top>
    <TD align=left colSpan=2>SUNOPTA INC. </TD></TR>
  <TR>
    <TD>&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left>By </TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left width="90%">/s/
      Robert McKeracher </TD></TR>
  <TR>
    <TD align=left >&nbsp;</TD>
    <TD align=left width="90%" >&nbsp;</TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp; </TD>
    <TD align=left width="90%">Robert McKeracher </TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp; </TD>
    <TD align=left width="90%">Vice President and Chief Financial Officer
  </TD></TR>
  <TR>
    <TD align=left>&nbsp;</TD>
    <TD align=left width="90%">&nbsp;</TD></TR>
  <TR>
    <TD align=left>&nbsp;</TD>
    <TD align=left width="90%">&nbsp;</TD></TR>
  <TR vAlign=top>
    <TD align=left>Date </TD>
    <TD align=left width="90%">October 25, 2018 </TD></TR></TABLE></DIV><BR>
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  <TR vAlign=top>
    <TD align=center></TD>
    <TD align=center width="90%" ><STRONG>EXHIBIT
      INDEX</STRONG>&nbsp;&nbsp;</TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left ><B><U>Exhibit No.</U></B> </TD>
    <TD align=left width="90%"><B><U>Description</U></B> </TD></TR>
  <TR vAlign=top>
    <TD align=left bgcolor="#eeeeee" ><A
      href="exhibit10-1.htm">Exhibit 10.1 </A></TD>
    <TD width="90%" align=left bgcolor="#eeeeee">
      <P align=justify><A
      href="exhibit10-1.htm">Third Amendment and Joinder, dated as of October 22,
      2018, to the Credit Agreement, dated as of February 11, 2016 (as amended
      by the First Amendment dated as of October 7, 2016 and as further amended
      by the Second Amendment and Joinder dated as of September 19, 2017), among
      SunOpta Inc., SunOpta Foods Inc., The Organic Corporation B.V., the other
      borrowers and guarantors party thereto, the lenders party thereto, Bank of
      America, N.A., as U.S. Administrative Agent, Bank of America, N.A. (acting
      through its Canada Branch), as Canadian Administrative Agent, Bank of
      America, N.A. (acting through its London Branch), as Dutch Administrative
      Agent, and Bank of America, N.A., as Collateral Agent.
</A></P></TD></TR></TABLE><BR>
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<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>exhibit10-1.htm
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
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<P align=right><B>Exhibit 10.1 <BR></B><B><I>Execution Version</I></B><B>
</B></P>
<P align=center><B>THIRD AMENDMENT AND JOINDER </B></P>
<P align=justify style="text-indent:5%">
<B>THIRD AMENDMENT AND JOINDER</B>, dated as of October 22, 2018 (this
&#147;<U>Amendment and</U> <U>Joinder</U>&#148;), to the Credit Agreement, dated as of
February 11, 2016 (as amended by the First Amendment dated October 7, 2016 and
as further amended by the Second Amendment and Joinder dated September 19, 2017,
the &#147;<U>Credit Agreement</U>&#148;), among SunOpta Inc. (the &#147;<U>Company</U>&#148; or
&#147;<U>Canadian Parent Borrower</U>&#148;; as further defined in the Credit Agreement),
SunOpta Foods Inc. (the &#147;<U>U.S. Parent Borrower</U>&#148;; as further defined in the
Credit Agreement), The Organic Corporation B.V. (the &#147;<U>Dutch Parent
Borrower</U>&#148;; as further defined in the Credit Agreement) and each of the other
Borrowers and Guarantors party thereto from time to time, the Lenders party
thereto from time to time, Bank of America, N.A., as Administrative Agent under
the U.S. Subfacility (in such capacity, the &#147;<U>U.S. Administrative Agent</U>&#148;;
as further defined in the Credit Agreement), and as a U.S. Issuing Bank and the
U.S. Swingline Lender, Bank of America, N.A. (acting through its Canada Branch),
as Administrative Agent under the Canadian Subfacility (in such capacity, the
&#147;<U>Canadian Administrative Agent</U>&#148;; as further defined in the Credit
Agreement), and as a Canadian Issuing Bank and the Canadian Swingline Lender,
Bank of America, N.A. (acting through its London Branch), as Administrative
Agent under the Dutch Subfacility (in such capacity, the &#147;<U>Dutch
Administrative Agent</U>&#148;; as further defined in the Credit Agreement), and as a
Dutch Issuing Bank and the Dutch Swingline Lender, and Bank of America, N.A, as
Collateral Agent (in such capacity, the &#147;<U>Collateral Agent</U>&#148;; as further
defined in the Credit Agreement). </P>
<P align=center><B>R </B><B>E C I T A L S</B><B> </B></P>
<P align=justify style="text-indent:10%">
WHEREAS, pursuant to <U>Section 2.15</U> of the Credit Agreement, the Company
has the right to request Revolving Commitment Increases under any Subfacility
(including the U.S. Tranche B Subfacility), and the Company, the Administrative
Agent and the applicable Increase Loan Lenders may effectuate such Revolving
Commitment Increase pursuant to an amendment and joinder agreement to the Credit
Agreement; </P>
<P align=justify style="text-indent:10%">WHEREAS, pursuant to <U>Section 2.15</U> of the Credit Agreement, by notice to
the Administrative Agent dated October 3, 2018, the Company has requested an
increase in the Revolving Commitments under the U.S. Tranche B Subfacility in an
initial aggregate principal amount of $5,000,000 (the &#147;<U>U.S. Tranche B
Revolving Commitment Increase</U>&#148;); </P>
<P align=justify style="text-indent:10%">WHEREAS, each financial institution identified on the signature pages hereto as
a &#147;U.S. Tranche B Increasing Revolving Lender&#148; (each such financial institution,
a &#147;<U>U.S. Tranche B Increasing</U> <U>Revolving Lender</U>&#148;) has agreed to (i)
provide a portion of the U.S. Tranche B Revolving Commitment Increase, subject
to the terms and conditions set forth herein and in the Amended Credit Agreement
(as defined below), (ii) become, if not already, a Lender for all purposes under
the Amended Credit Agreement and (iii) the amendments to the Credit Agreement
set forth herein necessary to effectuate the U.S. Tranche B Revolving Commitment
Increase; </P>
<P align=justify style="text-indent:10%">WHEREAS, the Company has requested that the Supermajority Lenders consent to
certain amendments to the Credit Agreement, and the Supermajority Lenders hereby
agree to such amendments, subject to the terms and conditions set forth
herein;</P>
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<P align=justify style="text-indent:10%">WHEREAS, effective as of the Third Amendment Effective Date (as defined below)
each Lender consenting (each a &#147;<U>Consenting Lender</U>&#148;) to the Amendment has
agreed to the amendment of the Credit Agreement as set forth in <U>Exhibit A</U>
hereto; </P>
<P align=justify style="text-indent:10%">NOW, THEREFORE, in consideration of the premises contained herein and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound hereby, agree as
follows: </P>
<P align=justify style="text-indent:10%">Section 1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B><U>Capitalized Terms</U></B>. Capitalized terms used in this Amendment and
Joinder but not defined herein shall have the meanings assigned to them in the
Credit Agreement. </P>
<P align=justify style="text-indent:10%">Section 2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B><U>Amendment</U></B>. Effective as of the Third Amendment Effective Date (as
defined below): </P>
<P align=justify style="text-indent:10%">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; the Credit Agreement
is hereby amended to delete the stricken text (indicated textually in the same
manner as the following example: <font color="#FF0000"> <STRIKE>stricken text</STRIKE></font>) and to add the
double-underlined text (indicated textually in the same manner as the following
example: <font color="#0000FF"> <U>double-underlined text</U></font>) as set forth in the pages of the Credit
Agreement attached as <U>Exhibit A</U> hereto (the Credit Agreement as amended
hereby, the &#147;<U>Amended Credit Agreement</U>&#148;). </P>
<P align=justify style="text-indent:10%">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <U>Schedule 2.01</U>
to the Amended Credit Agreement attached as <U>Exhibit B</U> hereto hereby
replaces <U>Schedule 2.01</U> to the Credit Agreement with respect to the U.S.
Tranche B Revolving Commitments. </P>
<P align=justify style="text-indent:10%">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <U>Exhibit D</U> to
the Amended Credit Agreement attached as <U>Exhibit C</U> hereto hereby replaces
<U>Exhibit D</U> to the Credit Agreement. </P>
<P align=justify style="text-indent:10%">Section 3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <B><U>Revolving
Commitment Increase</U></B>.</P>
<P align=justify style="text-indent:10%">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Subject to the terms
and conditions set forth herein and in the Amended Credit Agreement, on the
Third Amendment Effective Date each U.S. Tranche B Increasing Revolving Lender
shall become, to the extent not already, (i) a &#147;U.S. Tranche B Revolving Lender&#148;
and a &#147;Lender&#148; under and as defined in the Amended Credit Agreement, subject to
all of the rights, obligations and conditions thereto under the Amended Credit
Agreement and (ii) a holder of &#147;U.S. Tranche B Increased Revolving Commitments&#148;
under and as defined in the Amended Credit Agreement in the amount set forth and
opposite to such U.S. Tranche B Increasing Revolving Lender&#146;s name on
<U>Schedule 2.01</U> attached as <U>Exhibit B</U> to this Amendment and Joinder
under the caption &#147;U.S. Tranche B Increased Revolving Commitments&#148;.</P>
<P align=justify style="text-indent:10%">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The U.S. Tranche B
Revolving Loans to be made pursuant to the U.S. Tranche B Revolving Commitment
Increase on the Third Amendment Effective Date shall be U.S. Tranche B Revolving
Loans for all purposes under the Credit Agreement and each of the other Credit
Documents and shall have terms identical to the Initial U.S. Tranche B Revolving
Loans (as defined in the Amended Credit Agreement) outstanding under the Credit
Agreement immediately prior to the date Third Amendment Effective Date (but
giving effect to any amendments hereunder), including for purposes of
assignments and voluntary and mandatory prepayments. </P>
<P align=justify style="text-indent:10%">Section 4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B><U>Acknowledgement and Waiver.</U></B><B> </B>By its execution of this
Amendment and Joinder, each Consenting Lender party hereto agrees to waive the
requirement set forth in the proviso under <U>Section 2.15(a)(ii)</U> of the
Credit Agreement, which provides that increases in the U.S. Tranche B Revolving Commitments under the U.S. Tranche B Subfacility
shall be in minimum amounts of $15,000,000.<b> </b></P>
<P align=center>-2- </P>
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<P align=justify style="text-indent:10%">Section 5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  <B><U>Representations and Warranties</U></B>. Each Credit Party makes the
following representations and warranties: </P>
<P align=justify style="text-indent:10%">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; no Default or Event of
Default exists pursuant to the Credit Agreement as of the Third Amendment
Effective Date, and immediately after giving effect to the incurrence of the
U.S. Tranche B Revolving Subfacility; and </P>
<P align=justify style="text-indent:10%">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; each of the
representations and warranties made by any Credit Party set forth in <U>Section
7</U> of the Credit Agreement, and in any Credit Document, are true and correct
in all material respects (without duplication of any materiality standard set
forth in any such representation or warranty) on and as of the Third Amendment
Effective Date with the same effect as though made on and as of such date,
except to the extent such representations and warranties relate to an earlier
date, in which event such representations and warranties were true in all
material respects as of such earlier date (without duplication of any
materiality standard set forth in any such representation or warranty). </P>
<P align=justify style="text-indent:10%">Section 6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B><U>Conditions to Effectiveness of this Amendment and Joinder</U></B>. This
Amendment and Joinder shall become effective on the date (such date, the
&#147;<U>Third Amendment Effective</U> <U>Date</U>&#148;) that the following conditions
have been satisfied:<B> </B></P>
<P align=justify style="text-indent:10%">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; the U.S.
Administrative Agent shall have received counterparts of this Amendment and
Joinder executed by (i) the Administrative Agents, (ii) the Borrowers, (iii) the
U.S. Tranche B Increasing Revolving Lenders holding in aggregate $5,000,000 of
U.S. Tranche B Revolving Commitments, and (iv) the Supermajority Lenders; </P>
<P align=justify style="text-indent:10%">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; the Company (or its
designee) shall have paid, or caused to be paid, all reasonable documented out
of pocket costs and expenses of the U.S. Administrative Agent in connection with
the preparation, negotiation and execution of this Amendment and Joinder
(including the fees and expenses of Cahill Gordon &amp; Reindel LLP as counsel
to the U.S. Administrative Agent) for which invoices have been presented to the
Company at least two business days prior to the Third Amendment Effective Date;
</P>
<P align=justify style="text-indent:10%">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; the Company (or its
designee) shall have paid, or caused to be paid to (i) the Administrative Agent,
for the ratable account of each U.S. Tranche B Increasing Revolving Lender, an
upfront fee equal to 1.00% of the aggregate principal amount of U.S. Tranche B
Revolving Loans actually funded on the Third Amendment Effective Date by each
such U.S. Tranche B Increasing Revolving Lender; and (ii) the Administrative
Agent, for the ratable account of each Consenting Lender, a consent fee in an
aggregate amount equal to $150,000, which amount shall be allocated to each
Consenting Lender in an amount equal to its Pro Rata Percentage of, without
duplication, all Loans, Letters of Credit and unutilized Commitments of all such
Consenting Lenders under the Credit Agreement immediately prior to the Third
Amendment Effective Date, and for the avoidance of doubt, prior to giving effect
to the U.S. Tranche B Revolving Commitment Increases); </P>
<P align=justify style="text-indent:10%">(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; the Administrative
Agent shall have received from Simpson Thacher &amp; Bartlett LLP, U.S. counsel
to the Credit Parties, an opinion addressed to the Administrative Agents, the
Collateral Agent and each of the Lenders (including the U.S. Tranche B
Increasing Revolving Lenders) party to the Amended Credit Agreement on the Third
Amendment Effective Date and dated the Third Amendment Effective Date in form and substance
reasonably satisfactory to the U.S. Administrative Agent; </P>
<P align=center>-3- </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
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<P align=justify style="text-indent:10%">(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; the Administrative
  Agent shall have received a Notice of Borrowing as required by <U>Section
2.03(III)</U> of the Credit Agreement<U>;</U> </P>
<P align=justify style="text-indent:10%">(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; the Availability
Conditions on the Third Amendment Effective Date shall be satisfied; </P>
<P align=justify style="text-indent:10%">(g)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; no Default or Event of
Default shall exist as of the Third Amendment Effective Date, or result from the
funding of any U.S. Tranche B Revolving Loans on the Third Amendment Effective
Date; </P>
<P align=justify style="text-indent:10%">(h)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; each of the
representations and warranties made by any Credit Party set forth in <U>Section
7</U> of the Credit Agreement, and in any Credit Document, shall be true and
correct in all material respects (without duplication of any materiality
standard set forth in any such representation or warranty) on and as of the
Third Amendment Effective Date with the same effect as though made on and as of
such date, except to the extent such representations and warranties relate to an
earlier date, in which event such representations and warranties shall be true
in all material respects as of such earlier date (without duplication of any
materiality standard set forth in any such representation or warranty); </P>
<P align=justify style="text-indent:10%">(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; the Administrative
Agent shall have received a certificate, dated the Third Amendment Effective
Date and signed on behalf of the Company (and not in any individual capacity) by
a Responsible Officer of the Company, certifying on behalf of the Company that
the conditions set forth in <U>Sections 6(g)</U> and <U>6(h)</U> hereof have
been satisfied; </P>
<P align=justify style="text-indent:10%">(j)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; the Administrative
Agent shall have received a certificate from the Company and each U.S. Credit
Party, dated the Third Amendment Effective Date, signed by a Responsible Officer
of such Credit Party, and to the extent applicable attested to by the secretary
or any assistant secretary of such Credit Party, in each case, on behalf of such
Credit Party (and not in any individual capacity), certifying (i) that the
copies of such Credit Party&#146;s certificate or articles of incorporation and
by-laws (or equivalent organizational documents) (x) as previously certified and
delivered to the Administrative Agent, remain in full force and effect as of the
Third Amendment Effective Date without modification or amendment since such
original delivery or (y) as certified as of a recent date by the appropriate
Governmental Authority of the jurisdiction of such Credit Party&#146;s organization
or formation and attached to such officer&#146;s certificate, are true, correct, and
complete and in full force and effect as of the Third Amendment Effective Date
and (ii) that the copies of the Credit Parties&#146; resolutions approving and
adopting this Amendment and Joinder, the transactions contemplated herein, and
authorizing the execution and delivery thereof, as attached to such officer&#146;s
certificate, are true, correct, and complete copies and in full force and effect
as of the Third Amendment Effective Date; </P>
<P align=justify style="text-indent:10%">(k)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; the Administrative
Agent shall have received good-standing certificates (or similar instrument, if
applicable) and bring-down telegrams or facsimiles, with respect to entities
incorporated or formed under the Requirements of Law of any jurisdiction for the
Company and the U.S. Credit Parties which the Administrative Agent reasonably
may have requested, certified by proper governmental authorities;</P>
<P align=center>-4- </P>
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<P align=justify style="text-indent:10%">(l)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
the Company shall have delivered to the Administrative Agents a Borrowing Base
Certificate that reflects the Borrowing Base after giving effect to this
Amendment and Joinder
for the month ended September 30, 2018, substantially in the form of <U>Exhibit
C</U> hereto; </P>
<P align=justify style="text-indent:10%">(m)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; at least three (3)
Business Days prior to the Third Amendment Effective Date, if a Borrower
qualifies as a &#147;legal entity customer&#148; under the Beneficial Ownership
Regulations (as defined in Exhibit A hereto), then such Borrower shall deliver a
Beneficial Ownership Certification (as defined in Exhibit A hereto) in relation
to such Borrower to each Lender that so requests; </P>
<P align=justify style="text-indent:10%">(n)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; with respect to each
Mortgaged Property located in the United States of America owned by a Credit
Party as of the Third Amendment Effective Date, the U.S. Administrative Agent
shall have received (i) a completed &#147;life-of-loan&#148; Federal Emergency Management
Agency standard flood hazard determination (to the extent a Mortgaged Property
is located in an area identified by the Federal Emergency Management Agency (or
any successor agency) as a special flood hazard area with respect to which flood
insurance has been made available under the Flood Insurance Laws, together with
a notice about special flood hazard area status and flood disaster assistance
duly executed by the Company and the applicable Credit Party relating thereto)
and (ii) a copy of, or a certificate as to coverage under, and a declaration
page relating to, the insurance policies required by <U>Section 8.03</U> of the
Credit Agreement and the applicable provisions of the Collateral and Guarantee
Requirement, each of which shall satisfy the requirements set forth in
<U>Section 5.15</U> of the Credit Agreement; and </P>
<P align=justify style="text-indent:10%">(o)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; each U.S. Tranche B
Increasing Revolving Lender that requests a Note at least two (2) Business Days
prior to the Third Amendment Effective Date, if any, shall receive a Note
executed by a Responsible Officer of the Borrower in favor of each such U.S.
Tranche B Increasing Revolving Lender. </P>
<P align=justify style="text-indent:10%">Section 7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B><U>Post-Closing Obligations</U></B>. Within 90 days after the Third Amendment
Effective Date (which period may be extended in the reasonable discretion of the
Administrative Agent upon the request of the Company), the Company or relevant
Credit Party shall deliver to the Administrative Agent: </P>
<P
align=justify>(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
EITHER:</P>
<P align=justify style="margin-left:5%;"> (a) written confirmation (which confirmation may be provided in the form of an
electronic mail acknowledgment in form and substance reasonably satisfactory to
the Collateral Agent) from local counsel in the jurisdiction in which the
Mortgaged Property is located substantially to the effect that: (x) the
recording of the existing Mortgage is the only filing or recording necessary to
give constructive notice to third parties of the lien created by such Mortgage
as security for the Obligations, including the Obligations evidenced by the
Credit Agreement, as amended pursuant to this Amendment and Joinder, for the
benefit of the Secured Creditors; and (y) no other documents, instruments,
filings, recordings, re-recordings, re-filings or other actions, including,
without limitation, the payment of any mortgage recording taxes or similar
taxes, are necessary or appropriate under applicable law in order to maintain
the continued enforceability, validity or priority of the lien created by such
Mortgage as security for the Obligations, including the Obligations evidenced by
the Credit Agreement, as amended pursuant to this Amendment and Joinder, for the
benefit of the Secured Creditors; OR</P>
<P align=justify style="text-indent:5%"> (b) the following documents:</P>
<P align=center>-5- </P>
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<P align=justify style="margin-left:10%;">(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; with respect to each
Mortgage encumbering a Mortgaged Property, an amendment thereof (a &#147;<U>Mortgage
Amendment</U>&#148;) duly executed and acknowledged by Company or the relevant Credit
Party, and in form for recording in the recording office where the Mortgage was
recorded, together with such certificates, affidavits, questionnaires or returns
as shall be required in connection with the recording or filing thereof under
applicable law, in each case in form and substance reasonably satisfactory to
the Collateral Agent; </P>
<P align=justify style="margin-left:10%;">(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; with respect to each
Mortgage Amendment, a date down endorsement to the existing title policy
relating to the Mortgage encumbering the applicable Mortgaged Property (a
&#147;<U>Title Policy Endorsement</U>&#148;) insuring that each Mortgage, as amended by
such Mortgage Amendment is a valid and enforceable first priority lien on such
Mortgaged Property in favor of the Collateral Agent for the benefit of the
Secured Creditors free and clear of all defects, encumbrances and liens except
for Permitted Liens and each such Title Policy Endorsement shall otherwise be in
form and substance reasonably satisfactory to the Collateral Agent; and </P>
<P align=justify style="margin-left:10%;">(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; evidence acceptable
to the Collateral Agent of payment by the Company or relevant Credit Party of
all applicable title insurance premiums, search and examination charges, survey
costs and related charges, mortgage recording taxes, fees, charges, costs and
expenses required for the recording of the Mortgage Amendments and issuance of
the Title Policy Endorsements. </P>
<P align=justify>Notwithstanding anything herein to the contrary if the Company
determines (in its sole discretion) that the burden, cost, time or consequences
of obtaining such items is excessive in relation to the benefits to be obtained
therefrom by the Secured Creditors, then the Company may request that the
Collateral Agent waive, and the Collateral Agent may consent to waive (which
consent shall not be unreasonably withheld), the requirements of this Section.
</P>
<P align=justify style="text-indent:10%">Section 8.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B><U>Counterparts</U></B>. This Amendment and Joinder may be executed in any
number of counterparts and by different parties hereto on separate counterparts
(including by facsimile or other electronic transmission (i.e., a &#147;pdf&#148; or
&#147;tif&#148;), each of which when so executed and delivered shall be deemed to be an
original, but all of which shall together constitute one and the same
instrument. A set of counterparts executed by all the parties hereto shall be
lodged with the Company and the U.S. Administrative Agent. </P>
<P align=justify style="text-indent:10%">Section 8.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <B><U>Governing
Law; Submission to Jurisdiction; Venue; Waiver of Jury</U></B><B>
</B><B><U>Trial.</U></B></P>
<P align=justify style="text-indent:10%">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; THIS AMENDMENT AND
JOINDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK. </P>
<P align=justify style="text-indent:10%">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; EACH PARTY TO THIS
AMENDMENT AND JOINDER CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE COURT
SITTING IN NEW YORK COUNTY OR THE UNITED STATES DISTRICT COURT OF THE SOUTHERN
DISTRICT OF NEW YORK, IN ANY DISPUTE, ACTION, LITIGATION OR OTHER PROCEEDING
RELATING IN ANY WAY TO THIS AMENDMENT AND JOINDER, AND AGREES THAT ANY DISPUTE,
ACTION, LITIGATION OR OTHER PROCEEDING SHALL BE BROUGHT BY IT SOLELY IN ANY SUCH
COURT. EACH PARTY TO THIS AMENDMENT AND JOINDER IRREVOCABLY AND UNCON-DITIONALLY WAIVES ALL CLAIMS, OBJECTIONS AND DEFENSES THAT IT
MAY HAVE REGARDING ANY SUCH COURT&#146;S PERSONAL OR SUBJECT MATTER JURISDICTION,
VENUE OR INCONVENIENT FORUM. EACH PARTY TO THIS AMENDMENT AND JOINDER
IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND
CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN <U>SECTION
12.03</U> OF THE CREDIT AGREEMENT. A FINAL JUDGMENT IN ANY PROCEEDING OF ANY
SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY
SUIT ON THE JUDGMENT OR ANY OTHER MANNER PROVIDED BY APPLICABLE REQUIREMENT OF
LAW.</P>
<P align=center>-6- </P>
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<P align=justify style="text-indent:5%"> &nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; EACH OF THE
  PARTIES TO THIS AMENDMENT AND JOINDER HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A
  TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR
  RELATING TO THIS AMENDMENT AND JOINDER OR THE TRANSACTIONS CONTEMPLATED HEREBY.
</P>
<P align=justify style="text-indent:10%">Section 9.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B><U>Headings</U></B>. The headings of the several Sections and subsections of
this Amendment and Joinder are inserted for convenience only and shall not in
any way affect the meaning or construction of any provision of this Amendment
and Joinder. </P>
<P align=justify style="text-indent:10%">Section 10.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <B><U>Effect
of this Amendment and Joinder</U></B>. Except as expressly set forth herein, (i)
this Amendment and Joinder shall not by implication or otherwise limit, impair,
constitute a waiver of or otherwise affect the rights and remedies of the
Lenders, the Administrative Agents or the Collateral Agent, in each case under
the Credit Agreement or any other Credit Document, (ii) shall not alter, modify,
amend or in any way affect any of the terms, conditions, obligations, covenants
or agreements contained in the Credit Agreement or any other Credit Document and
(iii) each and every term, condition, obligation, covenant and agreement
contained in the Credit Agreement or any other Credit Document is hereby
ratified and re-affirmed in all respects and shall continue in full force and
effect. Each of the Credit Parties hereby consents to this Amendment and Joinder
and confirms and reaffirms (i) that all obligations of such Credit Party under
the Credit Documents to which such Credit Party is a party shall continue to
apply to the Credit Agreement as amended hereby, (ii) its Guarantees of the
Obligations, (iii) its pledges and grants of security interests and Liens on the
Collateral to secure the Obligations pursuant to the Security Documents and (iv)
such Guarantees, pledges and grants of security interests, as applicable, shall
continue to be in full force and effect and shall continue to inure to the
benefit of the Lenders and the other Secured Creditors. This Amendment and
Joinder shall constitute (x) a Credit Document and (y) an Incremental Revolving
Commitment Agreement, in each case, for purposes of the Credit Agreement. On and
after the effectiveness of this Amendment and Joinder, each reference in any
Credit Document to &#147;the Credit Agreement&#148; shall mean and be a reference to the
Amended Credit Agreement and each reference in the Credit Agreement to &#147;this
Agreement,&#148; &#147;hereunder,&#148; &#147;hereof&#148; or words of like import shall mean and be a
reference to the Amended Credit Agreement. The parties hereto acknowledge and
agree that the amendment of the Credit Agreement pursuant to this Amendment and
Joinder and all other Credit Documents amended and/or executed and delivered in
connection herewith shall not constitute a novation of the Credit Agreement or
of any other Credit Documents as in effect prior to the Third Amendment
Effective Date. </P>
<P align=center>[Remainder of page intentionally left blank] </P>
<P align=center>-7- </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
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<A name=page_8></A>
<P align=justify style="text-indent:10%">IN WITNESS WHEREOF, the parties hereto have caused this Amendment and Joinder to
be duly executed by their respective authorized officers as of the day and year
first above written. </P>
<DIV align=right>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="50%" border=0>

  <TR vAlign=top>
    <TD align=left colSpan=2>SUNOPTA INC. </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left >By: </TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left width="90%">/s/
      Robert McKeracher </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">Name: Robert McKeracher </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">Title: Vice President </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left colSpan=2>SUNOPTA FOODS INC. </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left >By: </TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left width="90%">/s/
      Robert McKeracher </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">Name: Robert McKeracher </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">Title: Vice President </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left colSpan=2>SUNOPTA GRAINS AND FOODS INC. </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left >By: </TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left width="90%">/s/
      Robert McKeracher </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">Name: Robert McKeracher </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">Title: Vice President </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left colSpan=2>CITRUSOURCE, LLC </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left >By: </TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left width="90%">/s/
      Robert McKeracher </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">Name: Robert McKeracher </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">Title: Vice President </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left colSpan=2>SUNOPTA COMPANIES INC. </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left >By: </TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left width="90%">/s/
      Robert McKeracher </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">Name: Robert McKeracher </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">Title: Vice President </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left colSpan=2>SUNOPTA GLOBAL ORGANIC INGREDIENTS INC. </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left >By: </TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left width="90%">/s/
      Robert McKeracher </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">Name: Robert McKeracher </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">Title: Vice President
</TD></TR></TABLE></DIV>
<P align=center>[Signature Page to Third Amendment and Joinder] </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<A name=page_9></A><BR>
<DIV align=right>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="50%" border=0>

  <TR vAlign=top>
    <TD align=left colSpan=2>TRADIN ORGANICS USA LLC. </TD></TR>
  <TR>
    <TD>&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR>
    <TD>&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left>By: </TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left width="90%">/s/
      Robert McKeracher </TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp; </TD>
    <TD align=left width="90%">Name: Robert McKeracher </TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp; </TD>
    <TD align=left width="90%">Title: Vice President </TD></TR>
  <TR>
    <TD>&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR>
    <TD>&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left colSpan=2>SUNOPTA INVESTMENTS LTD. </TD></TR>
  <TR>
    <TD>&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR>
    <TD>&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left>By: </TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left width="90%">/s/
      Robert McKeracher </TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp; </TD>
    <TD align=left width="90%">Name: Robert McKeracher </TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp; </TD>
    <TD align=left width="90%">Title: Vice President </TD></TR>
  <TR>
    <TD>&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR>
    <TD>&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left colSpan=2>SUNRISE HOLDINGS (DELAWARE), INC. </TD></TR>
  <TR>
    <TD>&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR>
    <TD>&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left>By: </TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left width="90%">/s/
      Robert McKeracher </TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp; </TD>
    <TD align=left width="90%">Name: Robert McKeracher </TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp; </TD>
    <TD align=left width="90%">Title: Vice President </TD></TR>
  <TR>
    <TD>&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR>
    <TD>&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left colSpan=2>SUNRISE GROWERS, INC. </TD></TR>
  <TR>
    <TD>&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR>
    <TD>&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left>By: </TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left width="90%">/s/
      Robert McKeracher </TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp; </TD>
    <TD align=left width="90%">Name: Robert McKeracher </TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp; </TD>
    <TD align=left width="90%">Title: Vice President </TD></TR>
  <TR>
    <TD>&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR>
    <TD>&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left colSpan=2>FARM CAPITAL INCORPORATED </TD></TR>
  <TR>
    <TD>&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR>
    <TD>&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left>By: </TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left width="90%">/s/
      Robert McKeracher </TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp; </TD>
    <TD align=left width="90%">Name: Robert McKeracher </TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp; </TD>
    <TD align=left width="90%">Title: Vice President </TD></TR>
  <TR>
    <TD>&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR>
    <TD>&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left colSpan=2>PACIFIC RIDGE FARMS, LLC </TD></TR>
  <TR>
    <TD>&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR>
    <TD>&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left>By: </TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left width="90%">/s/
      Robert McKeracher </TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp; </TD>
    <TD align=left width="90%">Name: Robert McKeracher </TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp; </TD>
    <TD align=left width="90%">Title: Vice President
</TD></TR></TABLE></DIV>
<P align=center>[Signature Page to Third Amendment and Joinder] </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<A name=page_10></A><BR>
<DIV align=right>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="50%" border=0>

  <TR vAlign=top>
    <TD align=left colSpan=2>CO&#214;PERATIE SUNOPTA U.A. </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left >By: </TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left width="90%">/s/
      Bob Kouw </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">Name: Bob Kouw </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">Title: Authorized Signatory </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left >By: </TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left width="90%">/s/
      Gerard Versteegh </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">Name: Gerard Versteegh </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">Title: Authorized Signatory </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left colSpan=2>THE ORGANIC CORPORATION B.V. </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left >By: </TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left width="90%">/s/
      Bob Kouw </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">Name: Bob Kouw </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">Title: Authorized Signatory </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left >By: </TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left width="90%">/s/
      Gerard Versteegh </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">Name: Gerard Versteegh </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">Title: Authorized Signatory </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left colSpan=2>CROWN OF HOLLAND B.V. </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left >By: </TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left width="90%">/s/
      Bob Kouw </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">Name: Bob Kouw </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">Title: Authorized Signatory </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left >By: </TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left width="90%">/s/
      Gerard Versteegh </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">Name: Gerard Versteegh </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">Title: Authorized Signatory </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left colSpan=2>TRADIN ORGANIC AGRICULTURE B.V. </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left >By: </TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left width="90%">/s/
      Bob Kouw </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">Name: Bob Kouw </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">Title: Authorized Signatory </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left >By: </TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left width="90%">/s/
      Gerard Versteegh </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">Name: Gerard Versteegh </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">Title: Authorized Signatory
</TD></TR></TABLE></DIV>
<P align=center>[Signature Page to Third Amendment and Joinder] </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<A name=page_11></A><BR>
<DIV align=right>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="50%" border=0>

  <TR vAlign=top>
    <TD align=left colSpan=2>TRABOCCA B.V. </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left >By: </TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left width="90%">/s/
      Bob Kouw </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">Name: Bob Kouw </TD></TR>
  <TR vAlign=bottom>
    <TD align=center></TD>
    <TD align=left width="90%" >Title: Authorized
    Signatory&nbsp;&nbsp;</TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left >By: </TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left width="90%">/s/
      Gerard Versteegh </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">Name: Gerard Versteegh </TD></TR>
  <TR vAlign=bottom>
    <TD align=left></TD>
    <TD align=left width="90%" >Title: Authorized Signatory
</TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left colSpan=2>SUNOPTA FINANCING 2017 LLC </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left >By: </TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left width="90%">/s/
      Jill Barnett </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">Name: Jill Barnett </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">Title: Vice President </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left colSpan=2>SUNOPTA HOLDINGS LLC </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left >By: </TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left width="90%">/s/
      Jill Barnett </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">Name: Jill Barnett </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">Title: Vice President </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left colSpan=2>SUNOPTA FINANCING CANADA ULC </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left >By: </TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left width="90%">/s/
      Robert McKeracher </TD></TR>
  <TR vAlign=bottom>
    <TD align=center></TD>
    <TD align=left width="90%" >Name: Robert
    McKeracher&nbsp;&nbsp;</TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">Title: Vice President
</TD></TR></TABLE></DIV>
<P align=center>[Signature Page to Third Amendment and Joinder] </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<A name=page_12></A><BR>
<DIV align=right>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="50%" border=0>

  <TR vAlign=top>
    <TD align=left  colSpan=2>
      <P align=justify>BANK OF AMERICA N.A., as U.S. Administrative Agent,
      Collateral Agent, U.S. Swingline Lender, U.S. Is- suing Bank and a U.S.
      Revolving Lender </P></TD></TR>
  <TR>
    <TD  >&nbsp;</TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR>
    <TD  >&nbsp;</TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left  >By: </TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left width="90%">/s/
      Monirah J. Masud </TD></TR>
  <TR vAlign=top>
    <TD align=left  >&nbsp;</TD>
    <TD align=left width="90%">Name: Monirah J. Masud </TD></TR>
  <TR vAlign=top>
    <TD align=left  >&nbsp;</TD>
    <TD align=left width="90%">Title: Senior Vice President </TD></TR>
  <TR>
    <TD  >&nbsp;</TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR>
    <TD  >&nbsp;</TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left  colSpan=2>
      <P align=justify>BANK OF AMERICA, N.A. (acting through its Canada branch),
      as Canadian Administrative Agent, Canadian Swingline Lender, Canadian
      Issuing Bank and a Canadi- an Revolving Lender </P></TD></TR>
  <TR>
    <TD  >&nbsp;</TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR>
    <TD  >&nbsp;</TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left  >By: </TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left width="90%">/s/
      Sylwia Durkiewicz </TD></TR>
  <TR vAlign=top>
    <TD align=left  >&nbsp;</TD>
    <TD align=left width="90%">Name: Sylwia Durkiewicz </TD></TR>
  <TR vAlign=top>
    <TD align=left  >&nbsp;</TD>
    <TD align=left width="90%">Title: Vice President </TD></TR>
  <TR>
    <TD  >&nbsp;</TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR>
    <TD  >&nbsp;</TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR>
    <TD  >&nbsp;</TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR>
    <TD  >&nbsp;</TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left  colSpan=2>
      <P align=justify>BANK OF AMERICA, N.A. (acting through its London branch),
      as Dutch Administrative Agent, Dutch Swingline Lender, Dutch Issuing Bank
      and a Dutch Revolving Lender </P></TD></TR>
  <TR>
    <TD  >&nbsp;</TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR>
    <TD  >&nbsp;</TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left  >By: </TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left width="90%">/s/
      Monirah J. Masud </TD></TR>
  <TR vAlign=top>
    <TD align=left  >&nbsp;</TD>
    <TD align=left width="90%">Name: Monirah J. Masud </TD></TR>
  <TR vAlign=top>
    <TD align=left  >&nbsp;</TD>
    <TD align=left width="90%">Title: Senior Vice President
</TD></TR></TABLE></DIV>
<P align=center>[Signature Page to Third Amendment and Joinder] </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<A name=page_13></A><BR>
<DIV align=right>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="50%" border=0>

  <TR vAlign=top>
    <TD align=left colSpan=2>BANK OF AMERICA, N.A., as a Lender </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left >By: </TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left width="90%">/s/
      Monirah J. Masud </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">&nbsp;Name: Monirah J. Masud </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">&nbsp;Title: Senior Vice President </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left colSpan=2>BANK OF AMERICA, N.A., as a U.S. Tranche B In-
      creasing Revolving Lender </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left >By: </TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left width="90%">/s/
      Monirah J. Masud </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">&nbsp;Name: Monirah J. Masud </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">&nbsp;Title: Senior Vice President </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left colSpan=2>BANK OF MONTREAL as Canadian Lender </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left >By: </TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left width="90%">/s/
      Gordon Hayes </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">Name: Gordon Hayes </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">Title: Managing Director </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;
      &nbsp; &nbsp;Corporate Finance, ABL </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;
      &nbsp; &nbsp;BMO Bank of Montreal </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left >By: </TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left width="90%">/s/
      Robert Fasken </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">Name: Robert Fasken </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">Title: Director </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;
      &nbsp; &nbsp;Asset Based Lending </TD></TR>
  <TR vAlign=bottom>
    <TD align=center></TD>
    <TD align=left width="90%"
      >&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Corporate
      Finance Division&nbsp;&nbsp;</TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left colSpan=2>BANK OF MONTREAL, Chicago Branch </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left >By: </TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left width="90%">/s/
      Randon Gardley </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">Name: Randon Gardley </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">Title: Vice President
</TD></TR></TABLE></DIV>
<P align=center>[Signature Page to Third Amendment and Joinder] </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<A name=page_14></A><BR>
<DIV align=right>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="50%" border=0>

  <TR vAlign=top>
    <TD align=left colSpan=2>BANK OF MONTREAL London Branch, as U.K. Lender
  </TD></TR>
  <TR>
    <TD>&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR>
    <TD>&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left>By: </TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left width="90%">/s/
      Tom Woolgar </TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp; </TD>
    <TD align=left width="90%">Name: Tom Woolgar </TD></TR>
  <TR vAlign=bottom>
    <TD align=center></TD>
    <TD align=left width="90%">Title: Managing Director, Corporate
      Banking&nbsp;&nbsp;</TD></TR>
  <TR>
    <TD>&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR>
    <TD>&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left>By: </TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left width="90%">/s/
      William Smith </TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp; </TD>
    <TD align=left width="90%">Name: William K S Smith </TD></TR>
  <TR vAlign=bottom>
    <TD align=center></TD>
    <TD align=left width="90%">Title: Managing Director, Head of
    EMEA&nbsp;&nbsp;</TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp; </TD>
    <TD align=left
      width="90%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; BMO
      Financial Group </TD></TR>
  <TR>
    <TD>&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR>
    <TD>&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left colSpan=2>JP MORGAN CHASE BANK N.A., as a Lender and a U.S.
      Tranche B Increasing Revolving Lender </TD></TR>
  <TR>
    <TD>&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR>
    <TD>&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left>By: </TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left width="90%">/s/
      Matthew McLuckey </TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp; </TD>
    <TD align=left width="90%">Name: Matthew McLuckey </TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp; </TD>
    <TD align=left width="90%">Title: Authorized Officer </TD></TR>
  <TR>
    <TD>&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR>
    <TD>&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left colSpan=2>JP MORGAN CHASE BANK N.A., Toronto Branch as a
      Canadian Lender </TD></TR>
  <TR>
    <TD>&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR>
    <TD>&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left>By: </TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left width="90%">/s/
      Auggie Marchetti </TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp; </TD>
    <TD align=left width="90%">Name: Auggie Marchetti </TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp; </TD>
    <TD align=left width="90%">Title: Authorized Officer </TD></TR>
  <TR>
    <TD>&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR>
    <TD>&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left colSpan=2>JP MORGAN CHASE BANK N.A., London Branch as a
      Dutch Lender </TD></TR>
  <TR>
    <TD>&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR>
    <TD>&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left>By: </TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left width="90%">/s/
      Matthew Sparkes </TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp; </TD>
    <TD align=left width="90%">Name: Matthew Sparkes </TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp; </TD>
    <TD align=left width="90%">Title: Authorised Officer </TD></TR>
  <TR>
    <TD>&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR>
    <TD>&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left colSpan=2>WELLS FARGO BANK, NATIONAL ASSOCIATION, as a U.S.
      Lender </TD></TR>
  <TR>
    <TD>&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR>
    <TD>&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left>By: </TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left width="90%">/s/
      Raymond Eghobamien </TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp; </TD>
    <TD align=left width="90%">Name: Raymond Eghobamien </TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp; </TD>
    <TD align=left width="90%">Title: Vice President
</TD></TR></TABLE></DIV>
<P align=center>[Signature Page to Third Amendment and Joinder] </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<A name=page_15></A><BR>
<DIV align=right>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="50%" border=0>

  <TR vAlign=top>
    <TD align=left colSpan=2>WELLS FARGO BANK, N.A., London Branch as a Dutch
      Lender </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left >By: </TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left width="90%">/s/
      Patricia Del Busto </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">Name: Patricia Del Busto </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">Title: Relationship Manager </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left colSpan=2>WELLS FARGO BANK CAPITAL FINANCE COR- PORATION
      CANADA as a Canadian Lender </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left >By: </TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left width="90%">/s/
      Raymond Eghobamien </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">Name: Raymond Eghobamien </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">Title: Vice President </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left colSpan=2>Rabobank Canada, as a Lender </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left >By: </TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left width="90%">/s/
      Raj Joshi </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">Name: Raj Joshi </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">Title: Executive Director </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="90%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left >By: </TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left
      width="90%">Yacouba Kane </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">Name: Yacouba Kane </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="90%">Title: Vice President
</TD></TR></TABLE></DIV>
<P align=center>[Signature Page to Third Amendment and Joinder] </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_16></A>
<P align=right><B><U>Exhibit A</U></B> </P>
<P align=center>Amended Credit Agreement </P>
<P align=center>(See Attached) </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_1></A><BR>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD style="BORDER-BOTTOM: #000000 3px double" vAlign=top noWrap
      align=right>Exhibit A to SunOpta ABL <STRIKE><FONT
      color=#ff0000>Second</FONT></STRIKE><U><FONT color=#0000ff>Third
      </FONT></U>Amendment </TD></TR></TABLE>
<P align=center>CREDIT AGREEMENT </P>
<P align=center>Originally dated as of February 11, 2016, </P>
<P align=center>as amended by the First Amendment, dated as of October 7, 2016
</P>
<P align=center>and </P>
<P align=center>as further amended by the Second Amendment, dated as of
September 19, 2017 </P>
<P align=center><U><FONT color=#0000ff>and</FONT></U> </P>
<P align=center><U><FONT color=#0000ff>as further amended by the Third
Amendment, dated as of October 22, 2018</FONT></U> </P>
<P align=center>among </P>
<P align=center>SUNOPTA INC., <BR>as Company and Canadian Parent Borrower,</P>
<P align=center>SUNOPTA FOODS, INC., <BR>as U.S. Parent Borrower </P>
<P align=center>THE ORGANIC CORPORATION B.V., <BR>as Dutch Parent Borrower </P>
<P align=center>Certain of the Company&#146;s subsidiaries from time to time party
hereto as Borrowers and Guarantors, </P>
<P align=center>VARIOUS LENDERS, </P>
<P align=center>BANK OF AMERICA, N.A., <BR>as U.S. ADMINISTRATIVE AGENT,
COLLATERAL AGENT and U.S. ISSUING BANK, </P>
<P align=center>BANK OF AMERICA, N.A. (ACTING THROUGH ITS CANADA BRANCH), <BR>as
CANADIAN ADMINISTRATIVE AGENT and CANADIAN ISSUING BANK</P>
<P align=center>BANK OF AMERICA, N.A. (ACTING THROUGH ITS LONDON BRANCH), <BR>as
DUTCH ADMINISTRATIVE AGENT and DUTCH ISSUING BANK</P>
<P align=center>_______________________________________ </P>
<P align=center>RABOBANK NEDERLAND, CANADIAN BRANCH <BR>and<BR>BANK OF MONTREAL,
<BR>as CO-SYNDICATION AGENTS, </P>
<P align=center>JPMORGAN CHASE BANK, N.A. <BR>as DOCUMENTATION AGENT </P>
<P align=center>MERRILL LYNCH, PIERCE, FENNER &amp; SMITH INCORPORATED,
<BR>RABOBANK NEDERLAND, CANADIAN BRANCH </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_2></A>
<P align=right><U>Page</U> </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=bottom>
    <TD noWrap align=center>and </TD></TR>
  <TR vAlign=bottom>
    <TD align=center>BANK OF MONTREAL, </TD></TR>
  <TR vAlign=top>
    <TD align=center>as JOINT LEAD ARRANGERS and JOINT BOOKRUNNERS </TD></TR>
  <TR>
    <TD style="BORDER-BOTTOM: #000000 3px double" align=center
    >&nbsp;</TD></TR></TABLE>
<P align=center>-ii- </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_3></A>
<P align=center><U>TABLE OF CONTENTS</U> </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD noWrap align=left>&nbsp; </TD>
    <TD noWrap align=left width="2%">&nbsp;</TD>
    <TD noWrap align=left width="83%">&nbsp; </TD>
    <TD noWrap align=right width="5%"><U>Page</U> </TD></TR>
  <TR>
    <TD noWrap>&nbsp; </TD>
    <TD noWrap width="2%">&nbsp;</TD>
    <TD noWrap width="83%">&nbsp; </TD>
    <TD noWrap width="5%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee>SECTION 1 </TD>
    <TD align=left width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>DEFINITIONS AND ACCOUNTING
      TERMS </TD>
    <TD align=right width="5%" bgColor=#eeeeee>1 </TD></TR>
  <TR>
    <TD>&nbsp; </TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="83%">&nbsp; </TD>
    <TD width="5%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee>1.01. </TD>
    <TD align=left width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;Defined Terms </TD>
    <TD align=right width="5%" bgColor=#eeeeee>1 </TD></TR>
  <TR vAlign=top>
    <TD align=right>1.02. </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;Terms Generally </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>87</FONT></STRIKE><U><FONT color=#0000ff>89</FONT></U>
</TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee>1.03. </TD>
    <TD align=left width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;Uniform Commercial
      Code and PPSA </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>87</FONT></STRIKE><U><FONT color=#0000ff>89</FONT></U>
</TD></TR>
  <TR vAlign=top>
    <TD align=right>1.04. </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;Exchange Rates; Currency
      Equivalent </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>88</FONT></STRIKE><U><FONT color=#0000ff>89</FONT></U>
</TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee>1.05. </TD>
    <TD align=left width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;Interpretation
      (Quebec) </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>88</FONT></STRIKE><U><FONT color=#0000ff>90</FONT></U>
</TD></TR>
  <TR vAlign=top>
    <TD align=right>1.06. </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;Currency Fluctuations </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>89</FONT></STRIKE><U><FONT color=#0000ff>90</FONT></U>
</TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee>1.07. </TD>
    <TD align=left width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;Interpretation
      (the Netherlands) </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>89</FONT></STRIKE><U><FONT color=#0000ff>91</FONT></U>
</TD></TR>
  <TR vAlign=top>
    <TD align=right>1.08. </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;Additional Alternative Currencies
    </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>90</FONT></STRIKE><U><FONT color=#0000ff>92</FONT></U>
</TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee>1.09. </TD>
    <TD align=left width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;Change of Currency
    </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>91</FONT></STRIKE><U><FONT color=#0000ff>92</FONT></U>
</TD></TR>
  <TR vAlign=top>
    <TD align=right>1.10. </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;Letter of Credit Amounts </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>91</FONT></STRIKE><U><FONT color=#0000ff>93</FONT></U>
</TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee>1.11. </TD>
    <TD align=left width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;Accounting Terms
    </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>91</FONT></STRIKE><U><FONT color=#0000ff>93</FONT></U>
</TD></TR>
  <TR vAlign=top>
    <TD align=right>1.12. </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;Pro Forma and Other Calculations
    </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>92</FONT></STRIKE><U><FONT color=#0000ff>94</FONT></U>
</TD></TR>
  <TR>
    <TD bgColor=#eeeeee>&nbsp; </TD>
    <TD width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD width="83%" bgColor=#eeeeee>&nbsp; </TD>
    <TD width="5%" bgColor=#eeeeee>&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=right>SECTION 2 </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">AMOUNT AND TERMS OF CREDIT </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>93</FONT></STRIKE><U><FONT color=#0000ff>95</FONT></U>
</TD></TR>
  <TR>
    <TD bgColor=#eeeeee>&nbsp; </TD>
    <TD width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD width="83%" bgColor=#eeeeee>&nbsp; </TD>
    <TD width="5%" bgColor=#eeeeee>&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=right>2.01. </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;Commitments </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>93</FONT></STRIKE><U><FONT color=#0000ff>95</FONT></U>
</TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee>2.02. </TD>
    <TD align=left width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;Loans </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>94</FONT></STRIKE><U><FONT color=#0000ff>96</FONT></U>
</TD></TR>
  <TR vAlign=top>
    <TD align=right>2.03. </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;Borrowing Procedure </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>96</FONT></STRIKE><U><FONT color=#0000ff>98</FONT></U>
</TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee>2.04. </TD>
    <TD align=left width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;Evidence of Debt;
      Repayment of Loans </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>98</FONT></STRIKE><U><FONT color=#0000ff>100</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right>2.05. </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;Fees </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>99</FONT></STRIKE><U><FONT color=#0000ff>101</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee>2.06. </TD>
    <TD align=left width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;Interest on Loans
    </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>100</FONT></STRIKE><U><FONT color=#0000ff>102</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right>2.07. </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;Termination and Reduction of
      Commitments </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>102</FONT></STRIKE><U><FONT color=#0000ff>104</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee>2.08. </TD>
    <TD align=left width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;Interest Elections
    </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>103</FONT></STRIKE><U><FONT color=#0000ff>105</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right>2.09. </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;Optional and Mandatory Prepayments
      of Loans </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>105</FONT></STRIKE><U><FONT color=#0000ff>107</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee>2.10. </TD>
    <TD align=left width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;Payments
      Generally; Pro Rata Treatment; Sharing of Setoffs </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>107</FONT></STRIKE><U><FONT color=#0000ff>109</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right>2.11. </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;Defaulting Lenders </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>108</FONT></STRIKE><U><FONT color=#0000ff>111</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee>2.12. </TD>
    <TD align=left width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;Swingline Loans
</TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>111</FONT></STRIKE><U><FONT color=#0000ff>113</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right>2.13. </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;Letters of Credit </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>113</FONT></STRIKE><U><FONT color=#0000ff>115</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee>2.14. </TD>
    <TD align=left width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;Settlement Amongst
      Lenders </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>119</FONT></STRIKE><U><FONT color=#0000ff>122</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right>2.15. </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;Revolving Commitment Increase </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>120</FONT></STRIKE><U><FONT color=#0000ff>122</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee>2.16. </TD>
    <TD align=left width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;Borrower
      Representative </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>122</FONT></STRIKE><U><FONT color=#0000ff>124</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right>2.17. </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;Overadvances </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>122</FONT></STRIKE><U><FONT color=#0000ff>125</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee>2.18. </TD>
    <TD align=left width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;Protective
      Advances </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>123</FONT></STRIKE><U><FONT color=#0000ff>125</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right>2.19. </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;Extensions of Revolving Loans and
      Revolving Commitments </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>124</FONT></STRIKE><U><FONT color=#0000ff>126</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee>2.20. </TD>
    <TD align=left width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;Adjustment of
      Revolver Commitments </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>126</FONT></STRIKE><U><FONT color=#0000ff>129</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right>2.21. </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;Subsidiary Borrowers </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>127</FONT></STRIKE><U><FONT color=#0000ff>130</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee>2.22. </TD>
    <TD align=left width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;Reserves </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>128</FONT></STRIKE><U><FONT color=#0000ff>131</FONT></U>
  </TD></TR>
  <TR>
    <TD>&nbsp; </TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="83%">&nbsp; </TD>
    <TD width="5%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee>SECTION 3 </TD>
    <TD align=left width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>YIELD PROTECTION, ILLEGALITY
      AND REPLACEMENT OF LENDERS </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>129</FONT></STRIKE><U><FONT color=#0000ff>131</FONT></U>
  </TD></TR>
  <TR>
    <TD>&nbsp; </TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="83%">&nbsp; </TD>
    <TD width="5%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee>3.01. </TD>
    <TD align=left width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;Increased Costs,
      Illegality, etc </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>129</FONT></STRIKE><U><FONT color=#0000ff>131</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right>3.02. </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;Compensation </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>131</FONT></STRIKE><U><FONT color=#0000ff>133</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee>3.03. </TD>
    <TD align=left width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;Change of Lending
      Office </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>132</FONT></STRIKE><U><FONT color=#0000ff>134</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right>3.04. </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;Replacement of Lenders </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>132</FONT></STRIKE><U><FONT color=#0000ff>134</FONT></U>
  </TD></TR></TABLE><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_4></A><BR>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD noWrap align=left >&nbsp; </TD>
    <TD noWrap align=left width="2%">&nbsp;</TD>
    <TD noWrap align=left width="83%">&nbsp; </TD>
    <TD noWrap align=right width="5%"><U>Page</U> </TD></TR>
  <TR>
    <TD noWrap >&nbsp; </TD>
    <TD noWrap width="2%">&nbsp;</TD>
    <TD noWrap width="83%">&nbsp; </TD>
    <TD noWrap width="5%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee >SECTION 4 </TD>
    <TD align=left width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>TAXES </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>133</FONT></STRIKE><U><FONT color=#0000ff>135</FONT></U>
  </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="83%">&nbsp; </TD>
    <TD width="5%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee >4.01. </TD>
    <TD align=left width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;Net Payments </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>133</FONT></STRIKE><U><FONT color=#0000ff>135</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right >4.02. </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;VAT </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>135</FONT></STRIKE><U><FONT color=#0000ff>137</FONT></U>
  </TD></TR>
  <TR>
    <TD bgColor=#eeeeee >&nbsp; </TD>
    <TD width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD width="83%" bgColor=#eeeeee>&nbsp; </TD>
    <TD width="5%" bgColor=#eeeeee>&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=right >SECTION 5 </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">CONDITIONS PRECEDENT TO CREDIT EVENTS ON THE
      CLOSING DATE </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>136</FONT></STRIKE><U><FONT color=#0000ff>138</FONT></U>
  </TD></TR>
  <TR>
    <TD bgColor=#eeeeee >&nbsp; </TD>
    <TD width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD width="83%" bgColor=#eeeeee>&nbsp; </TD>
    <TD width="5%" bgColor=#eeeeee>&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=right >5.01. </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;Closing Date; Credit Documents </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>136</FONT></STRIKE><U><FONT color=#0000ff>138</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee >5.02. </TD>
    <TD align=left width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;Officer&#146;s
      Certificate </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>136</FONT></STRIKE><U><FONT color=#0000ff>138</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right >5.03. </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;Opinions of Counsel </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>136</FONT></STRIKE><U><FONT color=#0000ff>139</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee >5.04. </TD>
    <TD align=left width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;Corporate
      Documents; Proceedings, etc </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>137</FONT></STRIKE><U><FONT color=#0000ff>139</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right >5.05. </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;Solvency Certificate </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>137</FONT></STRIKE><U><FONT color=#0000ff>139</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee >5.06. </TD>
    <TD align=left width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;Borrowing Base
      Certificate </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>137</FONT></STRIKE><U><FONT color=#0000ff>139</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right >5.07. </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;Material Adverse Effect </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>137</FONT></STRIKE><U><FONT color=#0000ff>139</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee >5.08. </TD>
    <TD align=left width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;Fees, etc </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>137</FONT></STRIKE><U><FONT color=#0000ff>139</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right >5.09. </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;Security Agreements </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>137</FONT></STRIKE><U><FONT color=#0000ff>139</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee >5.10. </TD>
    <TD align=left width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;Financial
      Statements </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>138</FONT></STRIKE><U><FONT color=#0000ff>140</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right >5.11. </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;Patriot Act </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>138</FONT></STRIKE><U><FONT color=#0000ff>140</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee >5.12. </TD>
    <TD align=left width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;Insurance </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>138</FONT></STRIKE><U><FONT color=#0000ff>140</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right >5.13. </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;Repayment of Obligations of
      Existing Credit Agreements </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>138</FONT></STRIKE><U><FONT color=#0000ff>141</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee >5.14. </TD>
    <TD align=left width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;Field Examinations
      and Appraisals </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>138</FONT></STRIKE><U><FONT color=#0000ff>141</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right >5.15. </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;Mortgaged Properties </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>138</FONT></STRIKE><U><FONT color=#0000ff>141</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee >5.16. </TD>
    <TD align=left width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;Intercreditor
      Agreement </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>139</FONT></STRIKE><U><FONT color=#0000ff>141</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right >5.17. </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;Minimum Total Excess Availability
    </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>139</FONT></STRIKE><U><FONT color=#0000ff>141</FONT></U>
  </TD></TR>
  <TR>
    <TD bgColor=#eeeeee >&nbsp; </TD>
    <TD width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD width="83%" bgColor=#eeeeee>&nbsp; </TD>
    <TD width="5%" bgColor=#eeeeee>&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=right >SECTION 6 </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">CONDITIONS PRECEDENT TO ALL CREDIT EVENTS </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>139</FONT></STRIKE><U><FONT color=#0000ff>141</FONT></U>
  </TD></TR>
  <TR>
    <TD bgColor=#eeeeee >&nbsp; </TD>
    <TD width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD width="83%" bgColor=#eeeeee>&nbsp; </TD>
    <TD width="5%" bgColor=#eeeeee>&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=right >6.01. </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;Notice of Borrowing </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>139</FONT></STRIKE><U><FONT color=#0000ff>141</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee >6.02. </TD>
    <TD align=left width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;Availability </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>139</FONT></STRIKE><U><FONT color=#0000ff>141</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right >6.03. </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;No Default </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>139</FONT></STRIKE><U><FONT color=#0000ff>141</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee >6.04. </TD>
    <TD align=left width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;Representations
      and Warranties </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>139</FONT></STRIKE><U><FONT color=#0000ff>142</FONT></U>
  </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="83%">&nbsp; </TD>
    <TD width="5%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee >SECTION 7 </TD>
    <TD align=left width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>REPRESENTATIONS AND WARRANTIES
    </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>140</FONT></STRIKE><U><FONT color=#0000ff>142</FONT></U>
  </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="83%">&nbsp; </TD>
    <TD width="5%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee >7.01. </TD>
    <TD align=left width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;Organizational
      Status </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>140</FONT></STRIKE><U><FONT color=#0000ff>142</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right >7.02. </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;Power and Authority </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>140</FONT></STRIKE><U><FONT color=#0000ff>142</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee >7.03. </TD>
    <TD align=left width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;No Violation </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>140</FONT></STRIKE><U><FONT color=#0000ff>142</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right >7.04. </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;Approvals </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>140</FONT></STRIKE><U><FONT color=#0000ff>143</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee >7.05. </TD>
    <TD align=left width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;Financial
      Statements; Financial Condition; Projections </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>141</FONT></STRIKE><U><FONT color=#0000ff>143</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right >7.06. </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;Litigation </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>141</FONT></STRIKE><U><FONT color=#0000ff>143</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee >7.07. </TD>
    <TD align=left width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;True and Complete
      Disclosure </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>141</FONT></STRIKE><U><FONT color=#0000ff>143</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right >7.08. </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;Use of Proceeds; Margin
      Regulations </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>141</FONT></STRIKE><U><FONT color=#0000ff>144</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee >7.09. </TD>
    <TD align=left width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;Tax Returns and
      Payments </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>142</FONT></STRIKE><U><FONT color=#0000ff>144</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right >7.10. </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;ERISA </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>142</FONT></STRIKE><U><FONT color=#0000ff>144</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee >7.11. </TD>
    <TD align=left width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;The Security
      Documents </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>142</FONT></STRIKE><U><FONT color=#0000ff>145</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right >7.12. </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;Title to Real Estate </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>143</FONT></STRIKE><U><FONT color=#0000ff>145</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee >7.13. </TD>
    <TD align=left width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;Subsidiaries </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>143</FONT></STRIKE><U><FONT color=#0000ff>146</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right >7.14. </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;Compliance with Statutes;
      Sanctions; Patriot Act; Anti-Corruption Laws </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>143</FONT></STRIKE><U><FONT color=#0000ff>146</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee >7.15. </TD>
    <TD align=left width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;Investment Company
      Act </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>144</FONT></STRIKE><U><FONT color=#0000ff>146</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right >7.16. </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;Environmental Matters </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>144</FONT></STRIKE><U><FONT color=#0000ff>146</FONT></U>
  </TD></TR></TABLE>
<P align=center>-ii- </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_5></A><BR>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD noWrap align=right>&nbsp; </TD>
    <TD noWrap align=left width="2%">&nbsp;</TD>
    <TD noWrap align=left width="83%">&nbsp; </TD>
    <TD noWrap align=right width="5%"><U>Page</U> </TD></TR>
  <TR>
    <TD noWrap align=right>&nbsp; </TD>
    <TD noWrap width="2%">&nbsp;</TD>
    <TD noWrap width="83%">&nbsp; </TD>
    <TD noWrap width="5%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee>7.17. </TD>
    <TD align=left width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;Labor Relations
</TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>144</FONT></STRIKE><U><FONT color=#0000ff>147</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right>7.18. </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;Intellectual Property </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>145</FONT></STRIKE><U><FONT color=#0000ff>147</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee>7.19. </TD>
    <TD align=left width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;Centre of Main
      Interests </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>145</FONT></STRIKE><U><FONT color=#0000ff>147</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right>7.20. </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;Borrowing Base Certificate </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>145</FONT></STRIKE><U><FONT color=#0000ff>147</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee>7.21. </TD>
    <TD align=left width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;Dutch Works
      Council Act </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>145</FONT></STRIKE><U><FONT color=#0000ff>147</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right>7.22. </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;Canadian Pension Plans </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>145</FONT></STRIKE><U><FONT color=#0000ff>148</FONT></U>
  </TD></TR>
  <TR>
    <TD align=right bgColor=#eeeeee>&nbsp; </TD>
    <TD width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD width="83%" bgColor=#eeeeee>&nbsp; </TD>
    <TD width="5%" bgColor=#eeeeee>&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=right>SECTION 8 </TD>
    <TD align=center width="2%">&nbsp;</TD>
    <TD align=left width="83%">AFFIRMATIVE COVENANTS </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>145</FONT></STRIKE><U><FONT color=#0000ff>148</FONT></U>
  </TD></TR>
  <TR>
    <TD align=right bgColor=#eeeeee>&nbsp; </TD>
    <TD width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD width="83%" bgColor=#eeeeee>&nbsp; </TD>
    <TD width="5%" bgColor=#eeeeee>&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=right>8.01. </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;Information Covenants </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>145</FONT></STRIKE><U><FONT color=#0000ff>148</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee>8.02. </TD>
    <TD align=left width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;Books, Records and
      Inspections </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>148</FONT></STRIKE><U><FONT color=#0000ff>151</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right>8.03. </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;Maintenance of Property; Insurance
    </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>150</FONT></STRIKE><U><FONT color=#0000ff>152</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee>8.04. </TD>
    <TD align=left width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;Existence;
      Franchises </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>151</FONT></STRIKE><U><FONT color=#0000ff>153</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right>8.05. </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;Compliance with Statutes, etc </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>151</FONT></STRIKE><U><FONT color=#0000ff>154</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee>8.06. </TD>
    <TD align=left width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;Compliance with
      Environmental Laws </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>151</FONT></STRIKE><U><FONT color=#0000ff>154</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right>8.07. </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;ERISA </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>152</FONT></STRIKE><U><FONT color=#0000ff>154</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee>8.08. </TD>
    <TD align=left width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;Payment of Taxes
    </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>152</FONT></STRIKE><U><FONT color=#0000ff>154</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right>8.09. </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;Use of Proceeds </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>152</FONT></STRIKE><U><FONT color=#0000ff>155</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee>8.10. </TD>
    <TD align=left width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;Additional
      Security; Further Assurances; etc </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>152</FONT></STRIKE><U><FONT color=#0000ff>155</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right>8.11. </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;Post-Closing Actions </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>154</FONT></STRIKE><U><FONT color=#0000ff>157</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee>8.12. </TD>
    <TD align=left width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;Dutch Works
      Council Act </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>155</FONT></STRIKE><U><FONT color=#0000ff>157</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right>8.13. </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;Certain Additional Account
      Security Actions and Additional Inventory Security Actions </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>155</FONT></STRIKE><U><FONT color=#0000ff>158</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee>8.14. </TD>
    <TD align=left width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;Designation of
      Unrestricted Subsidiaries </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>155</FONT></STRIKE><U><FONT color=#0000ff>158</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right>8.15. </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;Collateral Monitoring and
      Reporting </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>156</FONT></STRIKE><U><FONT color=#0000ff>158</FONT></U>
  </TD></TR>
  <TR>
    <TD align=right bgColor=#eeeeee>&nbsp; </TD>
    <TD width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD width="83%" bgColor=#eeeeee>&nbsp; </TD>
    <TD width="5%" bgColor=#eeeeee>&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=right>SECTION 9 </TD>
    <TD align=center width="2%">&nbsp;</TD>
    <TD align=left width="83%">NEGATIVE COVENANTS </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>159</FONT></STRIKE><U><FONT color=#0000ff>162</FONT></U>
  </TD></TR>
  <TR>
    <TD align=right bgColor=#eeeeee>&nbsp; </TD>
    <TD width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD width="83%" bgColor=#eeeeee>&nbsp; </TD>
    <TD width="5%" bgColor=#eeeeee>&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=right>9.01. </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;Liens </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>159</FONT></STRIKE><U><FONT color=#0000ff>162</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee>9.02. </TD>
    <TD align=left width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;Asset Sales </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>164</FONT></STRIKE><U><FONT color=#0000ff>167</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right>9.03. </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;Restricted Payments and Restricted
      Junior Debt Payments </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>165</FONT></STRIKE><U><FONT color=#0000ff>168</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee>9.04. </TD>
    <TD align=left width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;Indebtedness </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>168</FONT></STRIKE><U><FONT color=#0000ff>171</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right>9.05. </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;Investments </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>173</FONT></STRIKE><U><FONT color=#0000ff>175</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee>9.06. </TD>
    <TD align=left width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;Transactions with
      Affiliates </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>176</FONT></STRIKE><U><FONT color=#0000ff>179</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right>9.07. </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;Modifications of Debt Documents,
      Certificate of Incorporation, By-Laws and Certain Other Agreements, etc
</TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>178</FONT></STRIKE><U><FONT color=#0000ff>181</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee>9.08. </TD>
    <TD align=left width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;Limitation on
      Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries
    </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>178</FONT></STRIKE><U><FONT color=#0000ff>181</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right>9.09. </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;Business; Fiscal Year </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>180</FONT></STRIKE><U><FONT color=#0000ff>183</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee>9.10. </TD>
    <TD align=left width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;Negative Pledges
    </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>181</FONT></STRIKE><U><FONT color=#0000ff>183</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right>9.11. </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;Merger, Consolidation or Sale of
      All or Substantially All Assets </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>183</FONT></STRIKE><U><FONT color=#0000ff>185</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee>9.12. </TD>
    <TD align=left width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;Financial Covenant
    </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>185</FONT></STRIKE><U><FONT color=#0000ff>187</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right>9.13. </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;Canadian Pension Plans </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>185</FONT></STRIKE><U><FONT color=#0000ff>187</FONT></U>
  </TD></TR>
  <TR>
    <TD align=right bgColor=#eeeeee>&nbsp; </TD>
    <TD width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD width="83%" bgColor=#eeeeee>&nbsp; </TD>
    <TD width="5%" bgColor=#eeeeee>&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=right>SECTION 10 </TD>
    <TD align=center width="2%">&nbsp;</TD>
    <TD align=left width="83%">EVENTS OF DEFAULT </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>185</FONT></STRIKE><U><FONT color=#0000ff>188</FONT></U>
  </TD></TR>
  <TR>
    <TD align=right bgColor=#eeeeee>&nbsp; </TD>
    <TD width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD width="83%" bgColor=#eeeeee>&nbsp; </TD>
    <TD width="5%" bgColor=#eeeeee>&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=right>10.01. </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;Payments </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>185</FONT></STRIKE><U><FONT color=#0000ff>188</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee>10.02. </TD>
    <TD align=left width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;Representations,
      etc </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>185</FONT></STRIKE><U><FONT color=#0000ff>188</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right>10.03. </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;Covenants </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>185</FONT></STRIKE><U><FONT color=#0000ff>188</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee>10.04. </TD>
    <TD align=left width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;Default Under
      Other Agreements </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>185</FONT></STRIKE><U><FONT color=#0000ff>188</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right>10.05. </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;Bankruptcy, etc </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>186</FONT></STRIKE><U><FONT color=#0000ff>189</FONT></U>
  </TD></TR></TABLE>
<P align=center>-iii- </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_6></A><BR>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD noWrap align=right>&nbsp; </TD>
    <TD noWrap align=left width="2%">&nbsp;</TD>
    <TD noWrap align=left width="83%">&nbsp; </TD>
    <TD noWrap align=right width="5%"><U>Page</U> </TD></TR>
  <TR>
    <TD noWrap align=right>&nbsp; </TD>
    <TD noWrap width="2%">&nbsp;</TD>
    <TD noWrap width="83%">&nbsp; </TD>
    <TD noWrap width="5%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee>10.06. </TD>
    <TD align=left width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;ERISA; Dutch Works
      Council Act </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>186</FONT></STRIKE><U><FONT color=#0000ff>189</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right>10.07. </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;Credit Documents </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>187</FONT></STRIKE><U><FONT color=#0000ff>189</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee>10.08. </TD>
    <TD align=left width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;Guarantees </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>187</FONT></STRIKE><U><FONT color=#0000ff>190</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right>10.09. </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;Judgments </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>187</FONT></STRIKE><U><FONT color=#0000ff>190</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee>10.10. </TD>
    <TD align=left width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;Change of Control
    </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>187</FONT></STRIKE><U><FONT color=#0000ff>190</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right>10.11. </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;Application of Funds </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>188</FONT></STRIKE><U><FONT color=#0000ff>190</FONT></U>
  </TD></TR>
  <TR>
    <TD align=right bgColor=#eeeeee>&nbsp; </TD>
    <TD width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD width="83%" bgColor=#eeeeee>&nbsp; </TD>
    <TD width="5%" bgColor=#eeeeee>&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=right>SECTION 11 </TD>
    <TD align=right width="2%">&nbsp;</TD>
    <TD align=left width="83%">THE ADMINISTRATIVE AGENT </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>189</FONT></STRIKE><U><FONT color=#0000ff>192</FONT></U>
  </TD></TR>
  <TR>
    <TD align=right bgColor=#eeeeee>&nbsp; </TD>
    <TD width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD width="83%" bgColor=#eeeeee>&nbsp; </TD>
    <TD width="5%" bgColor=#eeeeee>&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=right>11.01. </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;Appointment and Authorization </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>189</FONT></STRIKE><U><FONT color=#0000ff>192</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee>11.02. </TD>
    <TD align=left width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;Delegation of
      Duties </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>190</FONT></STRIKE><U><FONT color=#0000ff>193</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right>11.03. </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;Liability of Agents </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>190</FONT></STRIKE><U><FONT color=#0000ff>193</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee>11.04. </TD>
    <TD align=left width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;Reliance by the
      Agents </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>191</FONT></STRIKE><U><FONT color=#0000ff>193</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right>11.05. </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;Notice of Default </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>191</FONT></STRIKE><U><FONT color=#0000ff>194</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee>11.06. </TD>
    <TD align=left width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;Credit Decision;
      Disclosure of Information by the Agents </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>191</FONT></STRIKE><U><FONT color=#0000ff>194</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right>11.07. </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;Indemnification of the Agents </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>192</FONT></STRIKE><U><FONT color=#0000ff>194</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee>11.08. </TD>
    <TD align=left width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;Administrative
      Agent and Collateral Agent in Its Individual Capacity </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>192</FONT></STRIKE><U><FONT color=#0000ff>195</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right>11.09. </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;Successor Administrative Agents
</TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>193</FONT></STRIKE><U><FONT color=#0000ff>195</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee>11.10. </TD>
    <TD align=left width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;Administrative
      Agent May File Proofs of Claim </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>194</FONT></STRIKE><U><FONT color=#0000ff>196</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right>11.11. </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;Collateral and Guarantee Matters
    </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>194</FONT></STRIKE><U><FONT color=#0000ff>197</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee>11.12. </TD>
    <TD align=left width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;Bank Product
      Providers </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>194</FONT></STRIKE><U><FONT color=#0000ff>197</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right>11.13. </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;The Collateral Agent </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>195</FONT></STRIKE><U><FONT color=#0000ff>197</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee>11.14. </TD>
    <TD align=left width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;Withholding Taxes
    </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>195</FONT></STRIKE><U><FONT color=#0000ff>197</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right>11.15. </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;Quebec Representative </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>195</FONT></STRIKE><U><FONT color=#0000ff>198</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee>11.16. </TD>
    <TD align=left width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;Appointment of
      Collateral Agent as security trustee for UK Security Agreements </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>196</FONT></STRIKE><U><FONT color=#0000ff>198</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right>11.17. </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;Authorization to Take Action
      Regarding Dutch Pledges </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>199</FONT></STRIKE><U><FONT color=#0000ff>201</FONT></U>
  </TD></TR>
  <TR>
    <TD align=right bgColor=#eeeeee>&nbsp; </TD>
    <TD width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD width="83%" bgColor=#eeeeee>&nbsp; </TD>
    <TD width="5%" bgColor=#eeeeee>&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=right>SECTION 12 </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">MISCELLANEOUS </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>199</FONT></STRIKE><U><FONT color=#0000ff>201</FONT></U>
  </TD></TR>
  <TR>
    <TD align=right bgColor=#eeeeee>&nbsp; </TD>
    <TD width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD width="83%" bgColor=#eeeeee>&nbsp; </TD>
    <TD width="5%" bgColor=#eeeeee>&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=right>12.01. </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;Payment of Expenses, etc </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>199</FONT></STRIKE><U><FONT color=#0000ff>201</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee>12.02. </TD>
    <TD align=left width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;Right of Setoff
</TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>200</FONT></STRIKE><U><FONT color=#0000ff>203</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right>12.03. </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;Notices </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>200</FONT></STRIKE><U><FONT color=#0000ff>203</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee>12.04. </TD>
    <TD align=left width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;Benefit of
      Agreement; Assignments; Participations, etc </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>201</FONT></STRIKE><U><FONT color=#0000ff>203</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right>12.05. </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;No Waiver; Remedies Cumulative </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>203</FONT></STRIKE><U><FONT color=#0000ff>205</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee>12.06. </TD>
    <TD align=left width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;[Reserved] </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>203</FONT></STRIKE><U><FONT color=#0000ff>206</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right>12.07. </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;GOVERNING LAW; SUBMISSION TO
      JURISDICTION; VENUE; WAIVER OF JURY TRIAL </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>203</FONT></STRIKE><U><FONT color=#0000ff>206</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee>12.08. </TD>
    <TD align=left width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;Counterparts </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>204</FONT></STRIKE><U><FONT color=#0000ff>206</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right>12.09. </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;Headings Descriptive </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>204</FONT></STRIKE><U><FONT color=#0000ff>206</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee>12.10. </TD>
    <TD align=left width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;Amendment or
      Waiver; etc </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>204</FONT></STRIKE><U><FONT color=#0000ff>207</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right>12.11. </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;Survival </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>207</FONT></STRIKE><U><FONT color=#0000ff>210</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee>12.12. </TD>
    <TD align=left width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;Domicile of Loans
    </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>207</FONT></STRIKE><U><FONT color=#0000ff>210</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right>12.13. </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;Release of Collateral or
      Guarantors </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>208</FONT></STRIKE><U><FONT color=#0000ff>210</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee>12.14. </TD>
    <TD align=left width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;Confidentiality
</TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>209</FONT></STRIKE><U><FONT color=#0000ff>211</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right>12.15. </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;USA Patriot Act Notice <U><FONT
      color=#0000ff>and the Beneficial Ownership Regulation</FONT></U> </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>210</FONT></STRIKE><U><FONT color=#0000ff>212</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee>12.16. </TD>
    <TD align=left width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;Waiver of
      Sovereign Immunity </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>210</FONT></STRIKE><U><FONT color=#0000ff>212</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right>12.17. </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;Canadian Anti-Money Laundering
      Legislation </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>210</FONT></STRIKE><U><FONT color=#0000ff>213</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee>12.18. </TD>
    <TD align=left width="2%" bgColor=#eeeeee>&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;Absence of
      Fiduciary Relationship </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>211</FONT></STRIKE><U><FONT color=#0000ff>213</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right>12.19. </TD>
    <TD align=left width="2%">&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;Electronic Signatures </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>211</FONT></STRIKE><U><FONT color=#0000ff>213</FONT></U>
  </TD></TR></TABLE>
<P align=center>-iv- </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
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<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD noWrap align=left >&nbsp; </TD>
    <TD noWrap align=left width="2%" >&nbsp;</TD>
    <TD noWrap align=left width="83%">&nbsp; </TD>
    <TD noWrap align=right width="5%"><U>Page</U> </TD></TR>
  <TR>
    <TD noWrap >&nbsp; </TD>
    <TD noWrap width="2%" >&nbsp;</TD>
    <TD noWrap width="83%">&nbsp; </TD>
    <TD noWrap width="5%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee >12.20. </TD>
    <TD align=left width="2%" bgColor=#eeeeee >&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;Judgment Currency
    </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>211</FONT></STRIKE><U><FONT color=#0000ff>214</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right >12.21. </TD>
    <TD align=left width="2%" >&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;Dutch Credit Party Representation
    </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>211</FONT></STRIKE><U><FONT color=#0000ff>214</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee >12.22. </TD>
    <TD align=left width="2%" bgColor=#eeeeee >&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;Acknowledgement
      and Consent to Bail-In of EEA Financial Institutions </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>211</FONT></STRIKE><U><FONT color=#0000ff>214</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right ><U><FONT color=#0000ff>12.23.</FONT></U> </TD>
    <TD align=left width="2%" >&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;<U><FONT color=#0000ff>Certain
      Erisa Matters.</FONT></U> </TD>
    <TD align=right width="5%"><U><FONT color=#0000ff>214</FONT></U> </TD></TR>
  <TR>
    <TD bgColor=#eeeeee >&nbsp; </TD>
    <TD width="2%" bgColor=#eeeeee >&nbsp;</TD>
    <TD width="83%" bgColor=#eeeeee>&nbsp; </TD>
    <TD width="5%" bgColor=#eeeeee>&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=right >SECTION 13 </TD>
    <TD align=left width="2%" >&nbsp;</TD>
    <TD align=left width="83%">CREDIT PARTY GUARANTEE </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>212</FONT></STRIKE><U><FONT color=#0000ff>215</FONT></U>
  </TD></TR>
  <TR>
    <TD bgColor=#eeeeee >&nbsp; </TD>
    <TD width="2%" bgColor=#eeeeee >&nbsp;</TD>
    <TD width="83%" bgColor=#eeeeee>&nbsp; </TD>
    <TD width="5%" bgColor=#eeeeee>&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=right >13.01. </TD>
    <TD align=left width="2%" >&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;The Guarantee </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>212</FONT></STRIKE><U><FONT color=#0000ff>215</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee >13.02. </TD>
    <TD align=left width="2%" bgColor=#eeeeee >&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;Bankruptcy </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>212</FONT></STRIKE><U><FONT color=#0000ff>216</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right >13.03. </TD>
    <TD align=left width="2%" >&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;Nature of Liability </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>213</FONT></STRIKE><U><FONT color=#0000ff>216</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee >13.04. </TD>
    <TD align=left width="2%" bgColor=#eeeeee >&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;Independent
      Obligation </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>213</FONT></STRIKE><U><FONT color=#0000ff>217</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right >13.05. </TD>
    <TD align=left width="2%" >&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;Authorization </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>213</FONT></STRIKE><U><FONT color=#0000ff>217</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee >13.06. </TD>
    <TD align=left width="2%" bgColor=#eeeeee >&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;Reliance </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>214</FONT></STRIKE><U><FONT color=#0000ff>218</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right >13.07. </TD>
    <TD align=left width="2%" >&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;Subordination </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>214</FONT></STRIKE><U><FONT color=#0000ff>218</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee >13.08. </TD>
    <TD align=left width="2%" bgColor=#eeeeee >&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;Waiver </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>215</FONT></STRIKE><U><FONT color=#0000ff>218</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right >13.09. </TD>
    <TD align=left width="2%" >&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;Maximum Liability </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>215</FONT></STRIKE><U><FONT color=#0000ff>219</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee >13.10. </TD>
    <TD align=left width="2%" bgColor=#eeeeee >&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;Payments </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>215</FONT></STRIKE><U><FONT color=#0000ff>219</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right >13.11. </TD>
    <TD align=left width="2%" >&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;[Reserved] </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>215</FONT></STRIKE><U><FONT color=#0000ff>219</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee >13.12. </TD>
    <TD align=left width="2%" bgColor=#eeeeee >&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;Information </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>216</FONT></STRIKE><U><FONT color=#0000ff>219</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right >13.13. </TD>
    <TD align=left width="2%" >&nbsp;</TD>
    <TD align=left width="83%">&nbsp; &nbsp;Severability </TD>
    <TD align=right width="5%"><STRIKE><FONT
      color=#ff0000>216</FONT></STRIKE><U><FONT color=#0000ff>219</FONT></U>
  </TD></TR>
  <TR vAlign=top>
    <TD align=right bgColor=#eeeeee >13.14. </TD>
    <TD align=left width="2%" bgColor=#eeeeee >&nbsp;</TD>
    <TD align=left width="83%" bgColor=#eeeeee>&nbsp; &nbsp;Canadian
      Severability </TD>
    <TD align=right width="5%" bgColor=#eeeeee><STRIKE><FONT
      color=#ff0000>216</FONT></STRIKE><U><FONT color=#0000ff>219</FONT></U>
  </TD></TR></TABLE><BR>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD noWrap align=left bgColor=#eeeeee >SCHEDULE 1.01A </TD>
    <TD noWrap align=left width="85%" bgColor=#eeeeee>Unrestricted
      Subsidiaries </TD></TR>
  <TR vAlign=top>
    <TD align=left >SCHEDULE 1.01B </TD>
    <TD align=left width="85%">Existing Letters of Credit </TD></TR>
  <TR vAlign=top>
    <TD align=left bgColor=#eeeeee >SCHEDULE 1.01C </TD>
    <TD align=left width="85%" bgColor=#eeeeee>Immaterial Subsidiaries </TD></TR>
  <TR vAlign=top>
    <TD align=left >SCHEDULE 1.01D </TD>
    <TD align=left width="85%">Canadian and U.S. Fixed Asset Amount
      Depreciation Schedule </TD></TR>
  <TR vAlign=top>
    <TD align=left bgColor=#eeeeee >SCHEDULE 2.01<SUP>1</SUP> </TD>
    <TD align=left width="85%" bgColor=#eeeeee>Commitments </TD></TR>
  <TR vAlign=top>
    <TD align=left >SCHEDULE 5.15 </TD>
    <TD align=left width="85%">Closing Date Mortgaged Property </TD></TR>
  <TR vAlign=top>
    <TD align=left bgColor=#eeeeee >SCHEDULE 7.13 </TD>
    <TD align=left width="85%" bgColor=#eeeeee>Subsidiaries </TD></TR>
  <TR vAlign=top>
    <TD align=left >SCHEDULE 8.15(d) </TD>
    <TD align=left width="85%">Deposit Accounts </TD></TR>
  <TR vAlign=top>
    <TD align=left bgColor=#eeeeee >SCHEDULE 9.01(viii) </TD>
    <TD align=left width="85%" bgColor=#eeeeee>Existing Liens </TD></TR>
  <TR vAlign=top>
    <TD align=left >SCHEDULE 9.02(xx) </TD>
    <TD align=left width="85%">Disposition of Specified Assets </TD></TR>
  <TR vAlign=top>
    <TD align=left bgColor=#eeeeee >SCHEDULE 9.04(iv) </TD>
    <TD align=left width="85%" bgColor=#eeeeee>Existing Indebtedness </TD></TR>
  <TR vAlign=top>
    <TD align=left >SCHEDULE 9.05(viii) </TD>
    <TD align=left width="85%">Existing Investments </TD></TR>
  <TR vAlign=top>
    <TD align=left bgColor=#eeeeee >SCHEDULE 12.03 </TD>
    <TD align=left width="85%" bgColor=#eeeeee>Notices
</TD></TR></TABLE><BR>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD noWrap align=left bgColor=#eeeeee >EXHIBIT A-1 </TD>
    <TD noWrap align=left width="85%" bgColor=#eeeeee>Form of Notice of
      Borrowing </TD></TR>
  <TR vAlign=top>
    <TD align=left >EXHIBIT A-2 </TD>
    <TD align=left width="85%">Form of Notice of Conversion/Continuation
</TD></TR>
  <TR vAlign=top>
    <TD align=left bgColor=#eeeeee >EXHIBIT B-1 </TD>
    <TD align=left width="85%" bgColor=#eeeeee>Form of U.S. Tranche A
      Revolving Note </TD></TR>
  <TR vAlign=top>
    <TD align=left >EXHIBIT B-2 </TD>
    <TD align=left width="85%">Form of Canadian Revolving Note </TD></TR>
  <TR vAlign=top>
    <TD align=left bgColor=#eeeeee >EXHIBIT B-3 </TD>
    <TD align=left width="85%" bgColor=#eeeeee>Form of Dutch Revolving Note
  </TD></TR>
  <TR vAlign=top>
    <TD align=left >EXHIBIT B-4 </TD>
    <TD align=left width="85%">Form of U.S. Swingline Note </TD></TR>
  <TR vAlign=top>
    <TD align=left bgColor=#eeeeee >EXHIBIT B-5 </TD>
    <TD align=left width="85%" bgColor=#eeeeee>Form of Canadian Swingline Note
    </TD></TR>
  <TR vAlign=top>
    <TD align=left >EXHIBIT B-6 </TD>
    <TD align=left width="85%">Form of Dutch Swingline Note </TD></TR>
  <TR vAlign=top>
    <TD align=left bgColor=#eeeeee >EXHIBIT B-7 </TD>
    <TD align=left width="85%" bgColor=#eeeeee>Form of U.S. Tranche B
      Revolving Note </TD></TR>
  <TR vAlign=top>
    <TD align=left >EXHIBIT C </TD>
    <TD align=left width="85%">Form of U.S. Tax Compliance Certificate </TD></TR>
  <TR vAlign=top>
    <TD align=left bgColor=#eeeeee >EXHIBIT D </TD>
    <TD align=left width="85%" bgColor=#eeeeee>Form of Borrowing Base
      Certificate </TD></TR></TABLE>
<P align=justify><SUP>______________________________________<BR>1</SUP>
Schedules (other than Schedule 2.01) and Exhibits (other than
Exhibit<STRIKE><FONT color=#ff0000>s</FONT></STRIKE> <STRIKE><FONT
color=#ff0000>B-1, B-7 and </FONT></STRIKE>D) are not being amended. </P>
<P align=center>-v- </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
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<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD noWrap align=left bgColor=#eeeeee >EXHIBIT E </TD>
    <TD noWrap align=left width="85%" bgColor=#eeeeee>Form of Joinder
      Agreement </TD></TR>
  <TR vAlign=top>
    <TD align=left >EXHIBIT F </TD>
    <TD align=left width="85%">Form of Solvency Certificate </TD></TR>
  <TR vAlign=top>
    <TD align=left bgColor=#eeeeee >EXHIBIT G </TD>
    <TD align=left width="85%" bgColor=#eeeeee>Form of Compliance Certificate
    </TD></TR>
  <TR vAlign=top>
    <TD align=left >EXHIBIT H </TD>
    <TD align=left width="85%">Form of Assignment and Assumption Agreement
  </TD></TR>
  <TR vAlign=top>
    <TD align=left bgColor=#eeeeee >EXHIBIT I </TD>
    <TD align=left width="85%" bgColor=#eeeeee>Form of Assignment Notice
</TD></TR>
  <TR vAlign=top>
    <TD align=left >EXHIBIT J </TD>
    <TD align=left width="85%">Form of Borrower Designation Request and
      Assumption Agreement </TD></TR>
  <TR vAlign=top>
    <TD align=left bgColor=#eeeeee >EXHIBIT K </TD>
    <TD align=left width="85%" bgColor=#eeeeee>Form of Borrower Designation
      Notice </TD></TR>
  <TR vAlign=top>
    <TD align=left >EXHIBIT L </TD>
    <TD align=left width="85%">Form of Subordinated Intercompany Note
  </TD></TR></TABLE>
<P align=center>-vi- </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_9></A>
<P align=justify style="text-indent:5%">THIS CREDIT AGREEMENT, originally dated as of February 11, 2016
(as amended by the First Amendment, dated as of October 7, 2016<STRIKE><FONT
color=#ff0000> and</FONT></STRIKE><U><FONT color=#0000ff>,</FONT></U> as further
amended by the Second Amendment, dated as of September 19, 2017<U><FONT
color=#0000ff> and as further amended by the Third Amendment, dated as of
October 22, 2018</FONT></U>), among SUNOPTA INC. (the &#147;<U>Company</U>&#148; or
&#147;<U>Canadian Parent Borrower</U>&#148;; as hereinafter further defined), SUNOPTA
FOODS, INC. (the &#147;<U>U.S. Parent Borrower</U>&#148;; as hereinafter further defined),
THE ORGANIC CORPORATION B.V. (the &#147;<U>Dutch Parent Borrower</U>&#148;; as hereinafter
further defined) and each of the other Borrowers (as hereinafter defined) and
Guarantors (as hereinafter defined) party hereto from time to time, the Lenders
party hereto from time to time, BANK OF AMERICA, N.A., as Administrative Agent
under the U.S. Subfacilities (as hereinafter defined) (in such capacity, the
&#147;<U>U.S. Administrative Agent</U>&#148;; as hereinafter further defined), and as a
U.S. Issuing Bank and the U.S. Swingline Lender, BANK OF AMERICA, N.A. (ACTING
THROUGH ITS CANADA BRANCH), as Administrative Agent under the Canadian
Subfacility (in such capacity, the &#147;<U>Canadian Administrative Agent</U>&#148;; as
hereinafter further defined), and as a Canadian Issuing Bank and the Canadian
Swingline Lender, BANK OF AMERICA, N.A. (ACTING THROUGH ITS LONDON BRANCH), as
Administrative Agent under the Dutch Subfacility (in such capacity, the
&#147;<U>Dutch Administrative Agent</U>&#148;; as hereinafter further defined), and as a
Dutch Issuing Bank and the Dutch Swingline Lender, and BANK OF AMERICA, N.A, as
Collateral Agent (in such capacity, the &#147;<U>Collateral Agent</U>&#148;; as
hereinafter further defined). All capitalized terms used herein and defined in
<U>Section 1.01</U> are used herein as therein defined. </P>
<P align=center><U>W</U> <U>I</U> <U>T</U> <U>N</U> <U>E</U> <U>S</U> <U>S</U>
<U>E</U> <U>T</U> <U>H</U>: </P>
<P align=justify style="text-indent:5%">WHEREAS, (a) the Borrowers have
requested that the Lenders extend credit in the form of Revolving Loans in an
aggregate principal amount at any time outstanding not to exceed $<STRIKE><FONT
color=#ff0000>365,000,000</FONT></STRIKE><U><FONT
color=#0000ff>370,000,000</FONT></U>, consisting of (i) a U.S. Tranche A
Subfacility in an initial aggregate principal amount of $<STRIKE><FONT
color=#ff0000>245,000,000</FONT></STRIKE><U><FONT
color=#0000ff>240,000,000</FONT></U> (the &#147;<U>U.S. Tranche A Subfacility</U>&#148;),
(ii) a U.S. Tranche B Subfacility in an <STRIKE><FONT
color=#ff0000>initial</FONT></STRIKE> aggregate principal amount of
$<STRIKE><FONT color=#ff0000>15,000,000</FONT></STRIKE><U><FONT
color=#0000ff>20,000,000</FONT></U> (the &#147;<U>U.S. Tranche B Subfacility</U>&#148;),
(iii) a Canadian Subfacility in an initial aggregate principal amount of
$15,000,000 (the &#147;<U>Canadian Subfacility</U>&#148;) and (iv) a Dutch Subfacility in
an initial aggregate principal amount of $<STRIKE><FONT
color=#ff0000>90,000,000</FONT></STRIKE><U><FONT
color=#0000ff>95,000,000</FONT></U> (the &#147;<U>Dutch Subfacility</U>&#148; and together
with the U.S. Tranche A Subfacility, the and the Canadian Subfacility, the
&#147;<U>Ex-FILO Subfacilities</U>&#148; and the Ex-FILO Subfacilities together with the
U.S. Tranche B Subfacility, the &#147;<U>Subfacilities</U>&#148;), (b) the Borrowers have
requested that the Issuing Banks issue Letters of Credit in an aggregate Stated
Amount at any time outstanding not to exceed (i) $50,000,000 under the U.S.
Tranche A Subfacility, (ii) $15,000,000 under the Canadian Subfacility and (iii)
$20,000,000 under the Dutch Subfacility and (c) the Borrowers have requested the
Swingline Lenders to extend credit in the form of Swingline Loans in an
aggregate principal amount at any time outstanding not to exceed (i) $30,000,000
under the U.S. Tranche A Subfacility, (ii) $3,000,000 under the Canadian
Subfacility and (iii) $10,000,000 under the Dutch Subfacility.</P>
<P align=justify style="text-indent:5%">NOW THEREFORE, the Lenders are
willing to extend such credit to the Borrowers, the Swingline Lenders are
willing to make Swingline Loans to the Borrowers and the Issuing Banks are
willing to issue Letters of Credit for the account of the Borrowers on the terms
and subject to the conditions set forth herein.</P>
<P align=justify style="text-indent:5%">Section 1&nbsp;&nbsp;
&nbsp;&nbsp; <U>Definitions and Accounting Terms</U>. </P>
<P align=justify style="text-indent:5%">1.01.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Defined Terms</U>. As used in this Agreement, the following terms shall have
the following meanings: </P>
<P align=justify style="text-indent:5%">&#147;<U>Account Debtor</U>&#148; shall
mean any Person who may become obligated to another Person under, with respect
to, or on account of, an Account. </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
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<P align=justify style="text-indent:5%">&#147;<U>Account Debtor Approved
Countries</U>&#148; shall mean the United States, Canada, the Netherlands, Germany,
France, Italy, Belgium, Luxembourg, Denmark, Ireland, United Kingdom, Spain,
Portugal, Austria, Finland, Sweden, Switzerland, Norway, Hong Kong, Singapore,
Australia, New Zealand and Japan. </P>
<P align=justify style="text-indent:5%">&#147;<U>Accounts</U>&#148; shall mean all
&#147;accounts,&#148; as such term is defined in the UCC (or, with respect to any Canadian
Credit Party, as defined in the PPSA), or, with respect to any Dutch Credit
Party, all <I>vorderingen</I> (as used in the Dutch Civil Code), in any such
case in which any Person now or hereafter has rights, including all rights to
payment for goods sold or leased or for services rendered. </P>
<P align=justify style="text-indent:5%">&#147;<U>ACH</U>&#148; shall mean automated
clearing house transfers. </P>
<P align=justify style="text-indent:5%">&#147;<U>Acquired Entity or
Business</U>&#148; shall mean either (x) the assets constituting a business, division
or product line of any Person not already a Subsidiary of the Company or (y) the
Equity Interests of any Person, which Person shall, as a result of the
respective acquisition, become a Restricted Subsidiary of the Company (or shall
be merged, consolidated or amalgamated with and/or into the Company or a
Restricted Subsidiary of the Company). </P>
<P align=justify style="text-indent:5%"> &#147;<U>Additional Account Security
Actions</U>&#148; shall mean (i) with respect to any Accounts originated by any
Borrower that are owed from Account Debtors located in the United Kingdom, such
originating Borrower shall have duly authorized, executed and delivered an
Assignment of Receivables governed by English law and covering all receivables
owed by Account Debtors located in the United Kingdom (or, if, on or prior to
the date of such Additional Account Security Action, the Administrative Agent
reasonably determines that, as a result of a change in any law that occurs after
the Closing Date or for any other reason, the execution and delivery of such
Assignment of Receivables, when taken together with the actions required by the
Collateral and Guarantee Requirement, would not be sufficient to provide a valid
and enforceable first priority (and perfected or equivalent) security interest
in such Accounts, such originating Borrower shall have duly authorized, executed
and delivered such documentation, and taken such other collateral security and
perfection actions, deemed reasonably necessary by the Administrative Agent,
when taken together with the actions required by the Collateral and Guarantee
Requirement, to provide a valid and enforceable first priority (and perfected or
equivalent) security interest in all Accounts originated by such Borrower that
are owed from Account Debtors located in the United Kingdom (including any
filings, notifications, registrations or other documentation deemed reasonably
necessary by the Administrative Agent)), (ii) with respect to any Accounts
originated by any Borrower that are owed from Account Debtors located in
Germany, such originating Borrower shall have duly authorized, executed and
delivered a Security Assignment of Receivables governed by German law covering
all receivables owed by Account Debtors located in Germany (or, if on or prior
to the date of such Additional Account Security Action, the Administrative Agent
reasonably determines that, as a result of a change in any law that occurs after
the Closing Date or for any other reason, the execution and delivery of such
Security Assignment of Receivables, when taken together with the actions
required by the Collateral and Guarantee Requirement, would not be sufficient to
provide a valid and enforceable first priority (and perfected or equivalent)
security interest in such Accounts, such originating Borrower shall have duly
authorized, executed and delivered such documentation, and taken such other
collateral security and perfection actions, deemed reasonably necessary by the
Administrative Agent, when taken together with the actions required by the
Collateral and Guarantee Requirement, to provide a valid and enforceable first
priority (and perfected or equivalent) security interest in all Accounts
originated by such Borrower that are owed from Account Debtors located in
Germany (including any filings, notifications, registrations or other
documentation deemed reasonably necessary by the Administrative Agent)), (iii)
with respect to any Accounts originated by any Borrower that are owed from
Account Debtors located in France, such originating Borrower shall have duly
authorized, executed and delivered a Pledge Over Receivables governed by French
law, covering all receivables owed by Account Debtors located in France (or, if
on or prior to the date of such Additional Account Security Action,
the Administrative Agent reasonably determines that, as a result of a change in
any law that occurs after the Closing Date or for any other reason, the
execution and delivery of such Pledge Over Receivables, when taken together with
the actions required by the Collateral and Guarantee Requirement, would not be
sufficient to provide a valid and enforceable first priority (and perfected or
equivalent) security interest in such Accounts, such originating Borrower shall
have duly authorized, executed and delivered such documentation, and taken such
other collateral security and perfection actions, deemed reasonably necessary by
the Administrative Agent, when taken together with the actions required by the
Collateral and Guarantee Requirement, to provide a valid and enforceable first
priority (and perfected or equivalent) security interest in all Accounts
originated by such Borrower that are owed from Account Debtors located in France
(including any filings, notifications, registrations or other documentation
deemed reasonably necessary by the Administrative Agent)) and (iv) with respect
to any Accounts originated by any Borrower that are owed from Account Debtors
located in any Account Debtor Approved Country (other than the United States,
Canada, the Netherlands, the United Kingdom, Germany or France), such
originating Borrower shall have duly authorized, executed and delivered such
documentation, and taken such other collateral security and perfection actions,
deemed reasonably necessary by the Administrative Agent, when taken together
with the actions required by the Collateral and Guarantee Requirement, to
provide a valid and enforceable first priority (and perfected or equivalent)
security interest in all Accounts originated by such Borrower that are owed from
Account Debtors located in such jurisdiction (including any filings,
notifications, registrations or other documentation deemed reasonably necessary
by the Administrative Agent); <U>provided</U> that no Credit Party shall be
required to cause its legal counsel to delivery an opinion with respect to any
document executed and delivered in connection with any Additional Account
Security Action at the time of execution and delivery of such document or at any
time thereafter. </P>
<P align=center>-2- </P>
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<P align=justify style="text-indent:5%"> &#147;<U>Additional Inventory
Security Actions</U>&#148; shall mean (i) with respect to any Inventory that is
located in the United Kingdom and owned by a Dutch Borrower, all Dutch Borrowers
owning Inventory located in the United Kingdom shall have duly authorized,
executed and delivered a Floating Charge Over Inventory governed by English law
and taken all actions required thereunder or under applicable law to perfect the
lien created thereunder (or, if on or prior to the date of such Additional
Inventory Security Action, the Administrative Agent reasonably determines that,
as a result of a change in any law that occurs after the Closing Date or for any
other reason, the execution and delivery of such Floating Charge Over Inventory,
when taken together with the actions required by the Collateral and Guarantee
Requirement, would not be sufficient to provide a valid and enforceable first
priority (and perfected or equivalent) security interest in such Inventory, all
Dutch Borrowers owning Inventory located in the United Kingdom shall have duly
authorized, executed and delivered such documentation, and taken such other
collateral security and perfection actions, deemed reasonably necessary by the
Administrative Agent, when taken together with the actions required by the
Collateral and Guarantee Requirement, to provide a valid and enforceable first
priority (and perfected or equivalent) security interest in such Inventory
(including any filings, notifications, registrations or other documentation
deemed reasonably necessary by the Administrative Agent)), (ii) with respect to
any Inventory that is located in Germany and owned by a Dutch Borrower, all
Dutch Borrowers owning Inventory located in Germany shall have duly authorized,
executed and delivered a Security Transfer Agreement governed by German Law that
covers the location at which such Inventory resides and taken all actions
required thereunder or under applicable law to perfect the lien created
thereunder (or, if on or prior to the date of such Additional Inventory Security
Action, the Administrative Agent reasonably determines that, as a result of a
change in any law that occurs after the Closing Date or for any other reason,
the execution and delivery of such Security Transfer Agreement, when taken
together with the actions required by the Collateral and Guarantee Requirement,
would not be sufficient to provide a valid and enforceable first priority (and
perfected or equivalent) security interest in such Inventory, all Dutch
Borrowers owning Inventory located in Germany shall have duly authorized,
executed and delivered such documentation, and taken such other collateral
security and perfection actions, deemed reasonably necessary by the
Administrative Agent,when taken together with the actions required by the Collateral
and Guarantee Requirement, to provide a valid and enforceable first priority
(and perfected or equivalent) security interest in such Inventory (including any
filings, notifications, registrations or other documentation deemed reasonably
necessary by the Administrative Agent)) and (iii) with respect to any Inventory
that is located in France and owned by a Dutch Borrower, all Dutch Borrowers
owning Inventory located in France shall have duly authorized, executed and
delivered a Pledge Over Inventory governed by French law and taken all actions
required thereunder or under applicable law to perfect the lien created
thereunder (or, if on or prior to the date of such Additional Inventory Security
Action, the Administrative Agent reasonably determines that, as a result of a
change in any law that occurs after the Closing Date or for any other reason,
the execution and delivery of such Pledge Over Inventory, when taken together
with the actions required by the Collateral and Guarantee Requirement, would not
be sufficient to provide a valid and enforceable first priority (and perfected
or equivalent) security interest in such Inventory, all Dutch Borrowers owning
Inventory located in France shall have duly authorized, executed and delivered
such documentation, and taken such other collateral security and perfection
actions, deemed reasonably necessary by the Administrative Agent, when taken
together with the actions required by the Collateral and Guarantee Requirement,
to provide a valid and enforceable first priority (and perfected or equivalent)
security interest in such Inventory (including any filings, notifications,
registrations or other documentation deemed reasonably necessary by the
Administrative Agent)); <U>provided</U> that no Credit Party shall be required
to cause its legal counsel to delivery an opinion with respect to any document
executed and delivered in connection with any Additional Inventory Security
Action at the time of execution and delivery of such document or at any time
thereafter; (for the avoidance of any doubt, if any additional Person owning
Inventory located in the United Kingdom, France or Germany becomes a Dutch
Borrower under this Agreement at any time, after the date, if any, when the
Additional Inventory Security Actions have been satisfied in such jurisdiction,
the Additional Inventory Security Actions shall be deemed no longer satisfied
with respect to such jurisdiction until the date, if ever, upon which each such
additional Dutch Borrower has satisfied the applicable requirements of this
definition in such jurisdiction). </P>
<P align=center>-3- </P>
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<P align=justify style="text-indent:5%">&#147;<U>Additional Lenders</U>&#148; shall
have the meaning provided in <U>Section 2.15(b)</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>Additional Mortgages</U>&#148;
shall have the meaning provided in <U>Section 8.10(f)</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>Adjustment Date</U>&#148; shall
mean the first day of each of April, July, October and January, as applicable.
</P>
<P align=justify style="text-indent:5%">&#147;<U>Administrative Agent</U>&#148;
shall mean the U.S. Administrative Agent, the Canadian Administrative Agent
and/or the Dutch Administrative Agent, as the context may require, and shall
include any successor to any such Administrative Agent appointed pursuant to
Section 11.09; <U>provided</U> that in each instance in this Agreement or any
other Credit Document that provides for an Administrative Agent to exercise its
discretion (including the establishment or modification of Reserves or the
exercise of Permitted Discretion) or provides for an Administrative Agent to
provide any consent, determination or other judgment with regard to any action
or inaction under this Agreement or any other Credit Document, the referenced,
&#147;Administrative Agent&#148; shall mean the U.S. Administrative Agent. </P>
<P align=justify style="text-indent:5%">&#147;<U>Affiliate</U>&#148; of any
specified Person shall mean, any other Person directly or indirectly controlling
or controlled by or under direct or indirect common control with such specified
Person. For purposes of this definition, &#147;<U>control</U>&#148; (including, with
correlative meanings, the terms &#147;<U>controlling</U>,&#148; &#147;<U>controlled by</U>&#148; and
&#147;<U>under common control with</U>&#148;), as used with respect to any Person, shall
mean the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, by contract or otherwise; <U>provided</U>,
<U>however</U>, that neither the Administrative Agent nor any Lender (nor any
Affiliate thereof) shall be considered an Affiliate of the Company or any Subsidiary thereof as a result
of this Agreement, the extensions of credit hereunder or its actions in
connection therewith. </P>
<P align=center>-4- </P>
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<P align=justify style="text-indent:5%">&#147;<U>Affiliate Transaction</U>&#148;
shall have the meaning provided in <U>Section 9.06</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>Agent-Related Persons</U>&#148;
shall mean the Administrative Agents, the Collateral Agent, their respective
Affiliates and the officers, directors, employees, agents and attorneys-in-fact
of the Administrative Agents, the Collateral Agent and their respective
Affiliates. </P>
<P align=justify style="text-indent:5%">&#147;<U>Agents</U>&#148; shall mean the
Administrative Agents and the Collateral Agent. &#147;<U>Agreement</U>&#148; shall mean
this Credit Agreement. </P>
<P align=justify style="text-indent:5%">&#147;<U>Agreement Currency</U>&#148; shall
have the meaning provided in <U>Section 12.20</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>Alternative Currency</U>&#148;
shall mean Canadian Dollars, Euros, Sterling, Swiss Francs and any other
currency (other than Dollars) that is approved in accordance with <U>Section
1.08</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>Alternative Currency
Equivalent</U>&#148; shall mean, at any time, with respect to any amount denominated
in Dollars, the equivalent amount thereof in the applicable Alternative Currency
as determined by the Administrative Agent or the applicable Issuing Bank, as the
case may be, at such time on the basis of the Spot Rate (determined in respect
of the most recent Revaluation Date) for the purchase of such Alternative
Currency with Dollars. </P>
<P align=justify style="text-indent:5%">&#147;<U>AML Legislation</U>&#148; shall
have the meaning provided in <U>Section 12.17</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>Amort Cap</U>&#148; shall have the
meaning provided in the definition of the term &#147;Amortization Reserve&#148;. </P>
<P align=justify style="text-indent:5%"> &#147;<U>Amortization Reserve</U>&#148;
shall mean any Reserve established or modified by the Administrative Agent in
its Permitted Discretion in accordance with the provisions of <U>Section
2.22</U> in the event that any Junior Debt instrument has an amortization
schedule that requires annual principal payments exceeding 5.0% of the total
principal amount of such Junior Debt (the &#147;<U>Amort Cap</U>&#148;) prior to the date
that is 91 days after the Maturity Date, (it being understood that such Reserve
shall be established with respect to amortization payments in excess of the
Amort Cap against the assets included in the Borrowing Base on the date that is
91 days prior to each scheduled date of such Junior Debt amortization payments).
</P>
<P align=justify style="text-indent:5%">&#147;<U>Anti-Terrorism Laws</U>&#148;
shall mean any Requirement of Law relating to terrorism or money laundering,
including the PATRIOT Act, the Criminal Code R.S.C. 1985, c. c-46, as amended,
AML Legislation, the United Nations Act, R.S.C. 1985 c. u-2, as amended,
Regulations Implementing the United Nations Resolutions on the Suppression of
Terrorism and the United Nations al-Qaida and Taliban Regulations promulgated
under the United Nations Act, the PCMLTFA, the Canadian Sanction Laws and
DMLTFPA.</P>
<P align=center>-5- </P>
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<P align=justify style="text-indent:5%">&#147;<U>Applicable Margin</U>&#148; shall
mean the per annum percentage set forth below, as determined by the Average
Availability as of the most recent Adjustment Date: </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD noWrap align=left>&nbsp; </TD>
    <TD noWrap align=left width="25%">&nbsp; </TD>
    <TD noWrap align=left width="25%">&nbsp; </TD>
    <TD noWrap align=center width="25%"><U>U.S. Tranche A</U> </TD></TR>
  <TR vAlign=top>
    <TD noWrap align=left>&nbsp; </TD>
    <TD noWrap align=left width="25%">&nbsp; </TD>
    <TD noWrap align=center width="25%"><U>U.S. Tranche A</U> </TD>
    <TD noWrap align=center width="25%"><U>Revolving Eurocurrency</U> </TD></TR>
  <TR vAlign=top>
    <TD noWrap align=left>&nbsp; </TD>
    <TD noWrap align=left width="25%">&nbsp; </TD>
    <TD noWrap align=center width="25%"><U>Revolving Base Rate</U> </TD>
    <TD noWrap align=center width="25%"><U>Rate Loans, B/A</U> </TD></TR>
  <TR vAlign=top>
    <TD noWrap align=left>&nbsp; </TD>
    <TD noWrap align=center width="25%"><U>Average Availability</U> </TD>
    <TD noWrap align=center width="25%"><U>Loans, Canadian Base</U> </TD>
    <TD noWrap align=center width="25%"><U>Equivalent Loans and</U> </TD></TR>
  <TR vAlign=top>
    <TD noWrap align=left>&nbsp; </TD>
    <TD noWrap align=center width="25%"><U>(percentage of Line</U> </TD>
    <TD noWrap align=center width="25%"><U>Rate Loans and Canadian</U> </TD>
    <TD noWrap align=center width="25%"><U>European Base Rate</U> </TD></TR>
  <TR vAlign=top>
    <TD noWrap align=center><U>Level</U> </TD>
    <TD noWrap align=center width="25%"><U>Cap)</U> </TD>
    <TD noWrap align=center width="25%"><U>Prime Loans</U> </TD>
    <TD noWrap align=center width="25%"><U>Loans</U> </TD></TR>
  <TR vAlign=top>
    <TD align=center>I </TD>
    <TD align=center width="25%"><U>&gt; </U>67% </TD>
    <TD align=center width="25%">0.25% </TD>
    <TD align=center width="25%">1.25% </TD></TR>
  <TR vAlign=top>
    <TD align=center>II </TD>
    <TD align=center width="25%"><U>&gt; </U>33% &lt; 67% </TD>
    <TD align=center width="25%">0.50% </TD>
    <TD align=center width="25%">1.50% </TD></TR>
  <TR vAlign=top>
    <TD align=center>III </TD>
    <TD align=center width="25%">&lt; 33% </TD>
    <TD align=center width="25%">0.75% </TD>
    <TD align=center width="25%">1.75% </TD></TR></TABLE>
<P align=justify style="text-indent:5%">Until completion of the first
full fiscal quarter after the Closing Date, the Applicable Margin shall be
determined as if Level II were applicable. Thereafter, the Applicable Margin
shall be subject to increase or decrease on each Adjustment Date based on
Average Availability, as determined by the Administrative Agent&#146;s system of
record, and each such increase or decrease in the Applicable Margin shall be
effective on the Adjustment Date occurring immediately after the last day of the
fiscal quarter most recently ended. If (i) the Borrowers fail to deliver any
Borrowing Base Certificate on or before the date required for delivery thereof
or (ii) any Event of Default is continuing, then the Applicable Margin shall be
determined as if Level III were applicable, from the first day of the calendar
month following the date such Borrowing Base Certificate was required to be
delivered or from the date such Event of Default occurred, as applicable, until
two Business Days after the date of delivery of such Borrowing Base Certificate
or when such Event of Default is no longer continuing. Notwithstanding the
foregoing, the Applicable Margin for any U.S. Base Rate Loans or Eurocurrency
<U><FONT color=#0000ff>Rate</FONT></U> Loans which is a U.S. Tranche B Revolving
Loan shall be the Applicable Margin as determined in this definition plus 1.75%
..</P>
<P align=justify style="text-indent:5%">&#147;<U>Appraisal</U>&#148; shall mean an
appraisal, prepared on a basis reasonably satisfactory to the Administrative
Agent (and, in the case of any appraisal of Real Property located in the United
States, the U.S. Tranche A Revolving Lenders and in the case of any appraisal of
Real Property located in Canada, the Canadian Revolving Lenders; <U>provided</U>
that any such Lenders shall be deemed satisfied with such appraisals if no
objection is made within ten (10) Business Days of delivery to such Lender),
setting forth the Net Orderly Liquidation Value percentage of any Inventory or
Equipment, or the Fair Market Value of any Real Property (as the case may be),
which appraisal shall be prepared in accordance with this Agreement by an
appraiser selected by the Administrative Agent in its reasonable discretion.
</P>
<P align=justify style="text-indent:5%">&#147;<U>Approved Fund</U>&#148; shall mean
any Person (other than a natural Person) engaged in making and holding revolving
commitments of the type and under credit facilities similar to the credit
facilities contemplated by this Agreement (including in one or more of the
jurisdictions of organization of the Borrowers) in its ordinary course of
business and consistent with its past practices that is administered or managed
by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate
of an entity that administers or manages a Lender. </P>
<P align=justify style="text-indent:5%">&#147;<U>Asset Sale</U>&#148; shall mean
(a) the sale, conveyance, transfer or other disposition, whether in a single
transaction or a series of related transactions (including by way of a
Sale-Leaseback Transaction), of property or assets of the Company or any of the
Restricted Subsidiaries <U><FONT color=#0000ff>and including any disposition of
property or assets in connection with any division or plan of division under
Delaware law(or any comparable event under a different jurisdiction&#146;s laws)
</FONT></U>(each referred to in this definition as a &#147;<U>disposition</U>&#148;) or
(b) the issuance or sale of Equity Interests of any Restricted Subsidiary (other
than any issuance or sale of Preferred Stock of Restricted Subsidiaries
not prohibited by <U>Section 9.04</U> hereof), whether in a single transaction
or a series of related transactions, in each case other than: </P>
<P align=center>-6- </P>
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<P align=justify style="margin-left:5%;text-indent:5%;">(i)&nbsp;&nbsp;&nbsp;&nbsp; any
disposition of Investment Cash Equivalents or Investment Grade Securities or
surplus, damaged, obsolete or worn-out assets in the ordinary course of business
(including the abandonment or other disposition of intellectual property that
is, in the reasonable judgment of the Company, no longer economically
practicable or commercially reasonable to maintain or useful in any material
respect, taken as a whole, in the conduct of the business of the Company and the
Restricted Subsidiaries taken as a whole) or any disposition of inventory,
services, accounts receivable, notes receivable or goods (or other assets) in
the ordinary course of business or any disposition of Collateral or the discount
or forgiveness of accounts receivable or the conversion of accounts receivable
to notes receivable in the ordinary course of business in connection with the
collection or compromise thereof, but in any event excluding Eligible Fee-Owned
Real Estate and Eligible Equipment (to the extent any such Real Property or
Equipment is at such time included in the Borrowing Base as Eligible Fee-Owned
Real Estate and Eligible Equipment); </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(ii)&nbsp;&nbsp;&nbsp; &nbsp; the
disposition of all or substantially all of the assets of the Company in a manner
permitted pursuant to <U>Section 9.11</U> hereof or any disposition that
constitutes a Change of Control pursuant to this Agreement; </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(iii)&nbsp;&nbsp;&nbsp;&nbsp; the
making of any Restricted Payment that is permitted to be made, and is made,
under <U>Section 9.03</U> hereof, including the making of any Permitted
Investments; </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(iv)&nbsp;&nbsp;&nbsp;&nbsp; any
disposition of assets or issuance or sale of Equity Interests of any Restricted
Subsidiary in any transaction or series of related transactions with an
aggregate Fair Market Value of less than $5,000,000; </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(v)&nbsp;&nbsp;&nbsp;&nbsp; any
disposition of property or assets (including by way of liquidation or
dissolution) or issuance or sale of securities by a Restricted Subsidiary of the
Company to the Company or by the Company or a Restricted Subsidiary of the
Company to another Restricted Subsidiary of the Company, <U>provided</U> that,
with respect to any disposition of property or assets or issuance or sale of
securities by a Credit Party to a Restricted Subsidiary of the Company that is
not a Credit Party (1) the portion (if any) of any such sale, disposition or
contribution of property made for less than Fair Market Value and (2) any
noncash consideration received in exchange for any such sale, disposition or
contribution of property, shall in each case constitute an Investment in such
Restricted Subsidiary that must be permitted by <U>Section 9.05</U>; </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(vi)&nbsp;&nbsp;&nbsp;&nbsp; any
issuance or sale of Equity Interests in, or Indebtedness or other securities of,
an Unrestricted Subsidiary; </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(vii)&nbsp;&nbsp;&nbsp;&nbsp;
foreclosures, condemnation, casualty, expropriation, forced disposition or any
similar action with respect to assets or the granting of Liens not prohibited by
this Agreement; </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(viii)&nbsp;&nbsp;&nbsp; any
financing transaction with respect to property (other than Real Property or
Equipment that is at such time included in the Borrowing Base as Eligible
Fee-Owned Real Estate and Eligible Equipment) built or acquired by the Company
or any Restricted Subsidiary after the Closing Date, including Sale-Leaseback
Transactions; </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(ix)&nbsp;&nbsp;&nbsp;&nbsp; the
sale, transfer or other disposition or unwinding of any Hedging Obligations;
</P>
<P align=center>-7- </P>
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<P align=justify style="margin-left:5%;text-indent:5%;">(x)&nbsp;&nbsp;&nbsp;&nbsp; the
abandonment of intellectual property rights in the ordinary course of business,
which in the reasonable good faith determination of the Company are not material
to the conduct of the business of the Company and the Restricted Subsidiaries
taken as a whole; </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(xi)&nbsp;&nbsp;&nbsp;&nbsp; the
issuance by a Restricted Subsidiary of Preferred Stock or Disqualified Stock
that is permitted by <U>Section 9.04</U> hereof; </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(xii)&nbsp;&nbsp;&nbsp;&nbsp; the
granting of any option or other right to purchase, lease or otherwise acquire
delinquent accounts receivable in the ordinary course of business; </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(xiii)&nbsp;&nbsp;&nbsp;&nbsp; the
lease, assignment, sub-lease, license or sub-license of any real or personal
property in the ordinary course of business; </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(xiv)&nbsp;&nbsp;&nbsp;&nbsp; any
surrender or waiver of contract rights or settlement, release, recovery on or
surrender of contract, tort or other claims in the ordinary course of business;
</P>
<P align=justify style="margin-left:5%;text-indent:5%;">(xv)&nbsp;&nbsp;&nbsp;&nbsp; the
licensing and sub-licensing of intellectual property or other general
intangibles in the ordinary course of business or consistent with past practice;
</P>
<P align=justify style="margin-left:5%;text-indent:5%;">(xvi)&nbsp;&nbsp;&nbsp; &nbsp;the
granting of Liens not prohibited by <U>Section 9.01</U> hereof; </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(xvii)&nbsp;&nbsp;&nbsp;
&nbsp;sales, transfers and other dispositions of Investments in joint ventures
to the extent required by, or made pursuant to, customary buy/sell arrangements
between the joint venture parties set forth in joint venture arrangements and
similar binding arrangements; </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(xviii)&nbsp;&nbsp;&nbsp; &nbsp;the
issuance of directors&#146; qualifying shares and shares issued to foreign nationals
as required by applicable Requirement of Law; </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(xix)&nbsp;&nbsp;&nbsp;
&nbsp;transfers of property subject to Casualty Events upon receipt of the net
cash proceeds of such Casualty Event; <U>provided</U> that any Investment Cash
Equivalents received by the Company or any of the Restricted Subsidiaries in
respect of such Casualty Event shall be deemed to be net cash proceeds of an
Asset Sale, and such net cash proceeds shall be applied in accordance with
<U>Section 9.02</U> hereof; and </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(xx)&nbsp;&nbsp;&nbsp;&nbsp; the
Opta Minerals Disposition and the disposition of other assets specifically
identified by the Company on <U>Schedule 9.02(xx)</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>Assignment and Assumption
Agreement</U>&#148; shall mean an Assignment and Assumption Agreement substantially
in the form of <U>Exhibit H</U> (appropriately completed) or such other form as
shall be reasonably acceptable to the Administrative Agent. </P>
<P align=justify style="text-indent:5%">&#147;<U>Availability Conditions</U>&#148;
shall mean and be deemed satisfied only if: </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(a)&nbsp;&nbsp;&nbsp;&nbsp; the
Dollar Equivalent of each Lender&#146;s U.S. Tranche A Revolving Exposure does not
exceed such Lender&#146;s U.S. Tranche A Revolving Commitment; </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(b)&nbsp;&nbsp;&nbsp;&nbsp; each
Lender&#146;s U.S. Tranche B Revolving Exposure does not exceed such Lender&#146;s U.S.
Tranche B Revolving Commitment (for the avoidance of doubt, <U><FONT
color=#0000ff>(x)</FONT></U> the <U><FONT color=#0000ff>Initial</FONT></U> U.S.
Tranche B Revolving Loans shall only be made on the Second Amendment Effective
Date, subject to the satisfaction of the conditions set forth in Section 5 of
the Second Amendment and no <U><FONT color=#0000ff>Initial</FONT></U> U.S.
Tranche B Revolving Loans shall be made after the Second Amendment Effective
Date<STRIKE><font color=#ff0000>);</font></STRIKE> <U><font
color=#0000ff>and (y) the U.S. Tranche B Increased Revolving Loans shall only be
made on the Third Amendment Effective Date, subject to the satisfaction of the
conditions set forth in Section 6 of the Third Amendment and no U.S. Tranche B
Increased Revolving Loans shall be made after the Third Amendment Effective
Date);</font></U></P>
<P align=center>-8- </P>
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<P align=justify style="margin-left:5%;text-indent:5%;">(c)&nbsp;&nbsp;&nbsp; &nbsp;the
Dollar Equivalent of each Lender&#146;s Canadian Revolving Exposure does not exceed
such Lender&#146;s Canadian Revolving Commitment; </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(d)&nbsp;&nbsp;&nbsp;&nbsp; the
Dollar Equivalent of each Lender&#146;s Dutch Revolving Exposure does not exceed such
Lender&#146;s Dutch Revolving Commitment; </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(e)&nbsp;&nbsp;&nbsp;&nbsp; the
aggregate U.S. Tranche A Revolving Exposure does not exceed the U.S. Tranche A
Borrowing Base then in effect; </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(f)&nbsp;&nbsp;&nbsp;&nbsp; the
aggregate U.S. Tranche B Revolving Exposure does not exceed the U.S. Tranche B
Borrowing Base then in effect; </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(g)&nbsp;&nbsp;&nbsp;&nbsp; the
aggregate Canadian Revolving Exposure does not exceed the Canadian Borrowing
Base then in effect; and (h) the aggregate Dutch Revolving Exposure does not
exceed the Dutch Borrowing Base then in effect. </P>
<P align=justify style="text-indent:5%">&#147;<U>Available Equity Amount
Basket</U>&#148; shall mean, at any time (the &#147;Available Equity Amount <U>Reference
Time</U>&#148;), a cumulative amount equal to (without duplication in the case of
clauses (a) through (c)) (a) the net cash proceeds received from any new public
or private issuances of Equity Interests of the Company or any Restricted
Subsidiary (in each case, other than Disqualified Stock) to the extent such
proceeds are contributed to the Company or such Restricted Subsidiary as
Qualified Equity Interests within the 30 days immediately preceding the
Available Equity Amount Reference Time, <U>plus</U> (b) the amount of all
capital contributions to the Company or any Restricted Subsidiary made in
Investment Cash Equivalents (other than Disqualified Stock) and made within the
30 days immediately preceding the Available Equity Amount Reference Time,
<U>plus</U> (c) the net cash proceeds received by the Company or any Restricted
Subsidiary from Indebtedness and Disqualified Stock issuances that have been
incurred after the Closing Date and which have been exchanged or converted into
Qualified Equity Interests within the 30 days immediately preceding the
Available Equity Amount Reference Time, <U>minus</U> (d) the sum, without
duplication, and, without taking into account the proposed portion of the
Available Equity Amount Basket calculated above to be used at the applicable
Available Equity Amount Reference Time, of: </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(i)&nbsp;&nbsp;&nbsp;&nbsp; the
aggregate amount of any Investments made by the Borrower or any Restricted
Subsidiary using the Available Equity Amount Basket after the Closing Date and
prior to the Available Equity Amount Reference Time; and </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(ii)&nbsp;&nbsp;&nbsp; &nbsp;the
aggregate amount of any Restricted Payments and Restricted Junior Debt
Prepayments made by the Borrower using the Available Equity Amount Basket after
the Closing Date and prior to the Available Equity Amount Reference Time. </P>
<P align=justify style="text-indent:5%">&#147;<U>Available Equity Amount
Reference Time</U>&#148; shall have the meaning provided in the definition of the
term &#147;Available Equity Amount Basket&#148;.</P>
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<P align=justify style="text-indent:5%"> &#147;<U>Average Availability</U>&#148;
shall mean, at any Adjustment Date, the average daily Total Excess Availability
for the fiscal quarter period immediately preceding such Adjustment Date. </P>
<P align=justify style="text-indent:5%"> &#147;<U>B/A Equivalent Loan</U>&#148;
shall mean a Canadian Revolving Loan (other than a Canadian Prime Loan), or
portion thereof, funded in Canadian Dollars and bearing interest calculated by
reference to the Canadian B/A Rate. </P>
<P align=justify style="text-indent:5%">&#147;<U>Bail-In Action</U>&#148; shall
mean the exercise of any Write-Down and Conversion Powers by the applicable EEA
Resolution Authority in respect of any liability of an EEA Financial
Institution. </P>
<P align=justify style="text-indent:5%">&#147;<U>Bail-In Legislation</U>&#148;
shall mean, with respect to any EEA Member Country implementing Article 55 of
Directive 2014/59/EU of the European Parliament and of the Council of the
European Union, the implementing Requirement of Law for such EEA Member Country.
</P>
<P align=justify style="text-indent:5%">&#147;<U>BANA</U>&#148; shall mean Bank of
America, N.A. and its permitted successors and permitted assigns. &#147;<U>Bank of
Canada Overnight Rate</U>&#148; shall mean the Bank of Canada overnight rate, which
is the rate of interest charged by the Bank of Canada on one-day loans to
financial institutions, for such day. </P>
<P align=justify style="text-indent:5%">&#147;<U>Bank Product</U>&#148; shall mean
any of the following products, services or facilities extended to any Borrower
or any of Company&#146;s Restricted Subsidiaries: (a) Cash Management Services; (b)
products under Hedging Agreements; (c) commercial credit card and merchant card
services; and (d) other banking products or services as may be requested by any
Borrower, other than Letters of Credit. </P>
<P align=justify style="text-indent:5%">&#147;<U>Bank Product Debt</U>&#148; shall
mean Indebtedness and other obligations (including Hedging Obligations and Cash
Management Obligations) of a Borrower or any of Company&#146;s Restricted
Subsidiaries relating to Bank Products.</P>
<P align=justify style="text-indent:5%">&#147;<U>Bankruptcy Code</U>&#148; shall
have the meaning provided in <U>Section 10.05</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>Base Rate Loans</U>&#148; shall
mean Canadian Base Rate Loans, U.S. Base Rate Loans and/or European Base Rate
Loans, as the context may require. </P>
<P align=justify style="text-indent:5%"><U><FONT
color=#0000ff>&#147;Beneficial Ownership Certification&#148; shall mean a certification
regarding beneficial ownership required by the Beneficial Ownership
Regulation.</FONT></U> </P>
<P align=justify style="text-indent:5%"><U><FONT
color=#0000ff>&#147;Beneficial Ownership
Regulation&#148; shall mean 31 C.F.R. &#167; 1010.230.</FONT></U> </P>
<P align=justify style="text-indent:5%"><U><FONT color=#0000ff>&#147;Benefit
Plan&#148; means any of (a) an &#147;employee benefit plan&#148; (as defined in ERISA) that is
subject to Title I of ERISA, (b) a &#147;plan&#148; as defined in and subject to Section
4975 of the Code or (c) any Person whose assets include (for purposes of ERISA
Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of
the Code) the assets of any such &#147;employee benefit plan&#148; or &#147;plan&#148;.</FONT></U>
</P>
<P align=justify style="text-indent:5%">&#147;<U>BIA</U>&#148; shall mean the
<I>Bankruptcy and Insolvency Act</I> (Canada), as amended. </P>
<P align=justify style="text-indent:5%">&#147;<U>Board of Directors</U>&#148; shall
mean, with respect to any Person, (i) in the case of any corporation, the board
of directors of such Person, (ii) in the case of any limited liability company,
the board of managers of such Person, (iii) in the case of any partnership, the
Board of Directors of the general partner of such Person and (iv) in any other
case, the functional equivalent of the foregoing. </P>
<P align=justify style="text-indent:5%">&#147;<U>Borrower Designation
Notice</U>&#148; shall have the meaning provided in <U>Section 2.21(a)</U>. </P>
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<P align=justify style="text-indent:5%">&#147;<U>Borrower Designation Request
and Assumption Agreement</U>&#148; shall have the meaning provided in <U>Section
2.21(a)</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>Borrowers</U>&#148; shall mean the
U.S. Borrowers, the Canadian Borrowers and the Dutch Borrowers, as the context
requires. </P>
<P align=justify style="text-indent:5%"> &#147;<U>Borrowing</U>&#148; shall mean
the borrowing of the same Type and Class of Revolving Loan by the Borrowers from
all the Lenders having Commitments on a given date (or resulting from a
conversion or conversions on such date), having in the case of Eurocurrency Rate
Loans, the same Interest Period and in the case of B/A Equivalent Loans, the
same Contract Period; <U>provided</U> that U.S. Base Rate Loans, European Base
Rate Loans, Canadian Base Rate and Canadian Prime Loans incurred pursuant to
<U>Section 3.01(b)</U> shall be considered part of the related Borrowing of
Eurocurrency Rate Loans or B/A Equivalent Loans, as applicable. </P>
<P align=justify style="text-indent:5%">&#147;<U>Borrowing Base</U>&#148; shall
mean (a) with respect to the U.S. Tranche A Revolving Commitment, the U.S.
Tranche A Borrowing Base, (b) with respect to the U.S. Tranche B Revolving
Commitment, the U.S. Tranche B Borrowing Base, (c) with respect to the Canadian
Revolving Commitment, the Canadian Borrowing Base, (d) with respect to the Dutch
Revolving Commitment, the Dutch Borrowing Base and (e) the sum of the U.S.
Tranche A Borrowing Base, the U.S. Tranche B Borrowing Base, the Canadian
Borrowing Base and the Dutch Borrowing Base, as the context may require. The
Borrowing Base or any component thereof at any time shall be determined by
reference to the most recent Borrowing Base Certificate delivered to the
Administrative Agent pursuant to <U>Section 8.15(a)</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>Borrowing Base Cash
Equivalents</U>&#148; shall mean: </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(a)&nbsp;&nbsp;&nbsp;&nbsp; Dollars,
Canadian Dollars, Euro, Pounds Sterling or yen; </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(b)&nbsp;&nbsp;&nbsp;&nbsp;
securities issued or directly and fully and unconditionally guaranteed or
insured by the U.S. government or Canada any agency or instrumentality thereof
the securities of which are unconditionally guaranteed as a full faith and
credit obligation of such government with maturities of 12 months or less from
the date of acquisition; </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(c)&nbsp;&nbsp;&nbsp;&nbsp;
certificates of deposit, time deposits and Eurodollar time deposits with
maturities of 12 months or less from the date of acquisition, demand deposits,
bankers&#146; acceptances with maturities not exceeding one year and overnight bank
deposits, in each case with any domestic or foreign commercial bank having
capital and surplus of not less than $250,000,000 in the case of U.S. banks and
$100,000,000 million (or the U.S. dollar equivalent as of the date of
determination) in the case of non-U.S. banks; </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(d)&nbsp;&nbsp;&nbsp;&nbsp;
investments in fully collateralized repurchase agreements with a term of not
more than 30 days for underlying securities of the types described in clauses
(b) and (c) entered into with any financial institution or recognized securities
dealer meeting the qualifications specified in clause (c) above; and </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(e)&nbsp;&nbsp;&nbsp;&nbsp;
commercial paper (i) maturing not more than 270 days after the date of purchase
and (ii) issued by a corporation (other than a Credit Party or any Affiliate of
a Credit Party) with a rating, at the time as of which any determination thereof
is to be made, of &#147;P-1&#148; or higher by Moody&#146;s or &#147;A-1&#148; or higher by S&amp;P (or
equivalent rating in the case of Borrowing Base Cash Equivalents held by a
Foreign Subsidiary of the Company) . </P>
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<P align=justify style="text-indent:5%">&#147;<U>Borrowing Base
Certificate</U>&#148; shall mean a certificate of a Responsible Officer of the
Company in substantially in the form of Exhibit D or such other form as shall be
reasonably acceptable to the Administrative Agent. </P>
<P align=justify style="text-indent:5%"> &#147;<U>Borrowing Base Reallocation
Notice</U>&#148; shall have the meaning provided in the definition of the term
&#147;Canadian Borrowing Base&#148;. </P>
<P align=justify style="text-indent:5%">&#147;<U>Borrowing Minimum</U>&#148; shall
mean (a) in the case of a Borrowing denominated in Dollars, $1,000,000, (b) in
the case of a Borrowing denominated in Canadian Dollars, C$1,000,000, (c) in the
case of a Borrowing denominated in Euro, &euro;1,000,000, (d) in the case of a
Borrowing denominated in Sterling, &#163;1,000,000, (e) in the case of a Borrowing
denominated in Swiss Francs, 1,000,000 Fr. and (f) in the case of a Borrowing
denominated in any other Alternative Currency, such amount as may be agreed by
the applicable Administrative Agent and the Company. </P>
<P align=justify style="text-indent:5%">&#147;<U>Borrowing Multiple</U>&#148; shall
mean (a) in the case of a Borrowing denominated in Dollars, $500,000, (b) in the
case of a Borrowing denominated in Canadian Dollars, C$500,000, (c) in the case
of a Borrowing denominated in Euro, &euro;500,000, (d) in the case of a Borrowing
denominated in Sterling, &#163;500,000, (e) in the case of a Borrowing denominated in
Swiss Francs, 500,000 Fr. and (f) in the case of a Borrowing denominated in any
other Alternative Currency, such amount as may be agreed by the applicable
Administrative Agent and the Company. </P>
<P align=justify style="text-indent:5%">&#147;<U>Business Day</U>&#148; shall mean
(i) for all purposes other than as covered by clause (ii) below, any day except
Saturday, Sunday and any day which shall be in New York City, Chicago, Toronto,
Ontario, Canada, London, England or Amsterdam, the Netherlands a legal holiday
or a day on which banking institutions are authorized or required by Requirement
of Law or other government action to close and (ii) with respect to all notices
and determinations in connection with, and payments of principal and interest
on, Eurocurrency Rate Loans, any day which is a Business Day described in clause
(i) above and which is also a day for trading by and between banks in the New
York or London interbank Eurodollar market. </P>
<P align=justify style="text-indent:5%">&#147;<U>Canadian Administrative
Agent</U>&#148; shall have the meaning provided in the preamble hereto and any
successor thereto appointed pursuant to <U>Section 11.09</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>Canadian B/A Rate&#148; </U>shall
mean, for any day, the rate of interest per annum equal to the average rate
applicable to Canadian Dollar bankers&#146; acceptances having an identical or
comparable term as the proposed B/A Equivalent Loan displayed and identified as
such on the display referred to as the &#147;CDOR Page&#148; (or any display substituted
therefor) of Reuters Monitor Money Rates Service as at approximately 10:00 a.m.
Local Time on such day (or, if such day is not a Business Day, as of 10:00 a.m.
Local Time on the immediately preceding Business Day); <I>provided</I> that if
such rate does not appear on the CDOR Page at such time on such date, the rate
for such date will be the average of the annual discount rate (rounded upward to
the nearest whole multiple of 1/100 of 1%) as of 10:00 a.m. Local Time on such
day at which two or more Canadian chartered banks listed on Schedule 1 of the
<I>Bank Act</I> (Canada), as selected by the Canadian Administrative Agent is
then offering to purchase Canadian Dollar bankers&#146; acceptances accepted by it
having such specified term (or a term as closely as possible comparable to such
specified term); and if the Canadian B/A Rate shall be less than zero, such rate
shall be deemed zero for purposes of this Agreement. </P>
<P align=justify style="text-indent:5%">&#147;<U>Canadian Base Rate</U>&#148; shall
mean, for any day, the per annum rate of interest equal to the greatest of (a)
the rate of interest in effect for such day or so designated from time to time
by BANA(acting through its Canada branch) as its &#147;base rate&#148; for commercial
loans made by it in Dollars, such rate being a reference rate and not
necessarily representing the lowest or best rate being charged to any customer;
(b) the Federal Funds Rate for such day, plus 0.50% per annum; or (c) the
Eurocurrency Rate for a one-month interest period as determined on such day,
plus 1.00% . Any change in such rate announced by BANA (acting through its
Canada branch) shall take effect at the opening of business on the day specified
in the public announcement thereof. </P>
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<P align=justify style="text-indent:5%">&#147;<U>Canadian Base Rate Loan</U>&#148;
shall mean a Canadian Revolving Loan denominated in U.S. Dollars that bears
interest based on the Canadian Base Rate. </P>
<P align=justify style="text-indent:5%">&#147;<U>Canadian Blocked Persons</U>&#148;
shall have the meaning provided in the definition of the term &#147;Eligible Account
Debtor&#148;. </P>
<P align=justify style="text-indent:5%">&#147;<U>Canadian Borrower</U>&#148; shall
mean the Canadian Parent Borrower and each Canadian Subsidiary of the Company
that executes a counterpart hereto and to any other applicable Credit Document
to become a Borrower, whether on the Closing Date or after the Closing Date in
accordance with <U>Section 2.21</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>Canadian Borrowing Base</U>&#148;
shall mean, at the time of any determination, an amount equal to the sum of the
Dollar Equivalent, without duplication, of </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(a)&nbsp;&nbsp;&nbsp; &nbsp;(I) 85%
of the aggregate Outstanding Balance of Eligible Canadian Accounts of the
Canadian Borrowers (other than Eligible Insured and Letter of Credit Backed
Accounts) at such time <U>plus</U> (II) 90% of the aggregate Outstanding Balance
of Eligible Insured and Letter of Credit Backed Accounts of the Canadian
Borrowers at such time; <U>plus </U></P>
<P align=justify style="margin-left:5%;text-indent:5%;">(b)&nbsp;&nbsp;&nbsp;&nbsp; the
lesser of (i) the lesser of 70% of the Cost or Fair Market Value of Eligible
Canadian Inventory at such time and (ii) 85% of the Net Orderly Liquidation
Value of Eligible Canadian Inventory at such time; <U>plus </U></P>
<P align=justify style="margin-left:5%;text-indent:5%;">(c)&nbsp;&nbsp;&nbsp;&nbsp; the
lesser of (x) 75% of the appraised Fair Market Value of Eligible Canadian Real
Estate (the &#147;<U>Canadian Real Estate Component</U>&#148;), <U>plus</U> 85% of the
appraised Net Orderly Liquidation Value of the Eligible Canadian Equipment (the
&#147;<U>Canadian Equipment Component</U>&#148;), and (y) $50,000,000 (taken together with
amounts included in the U.S. Tranche A Borrowing Base pursuant to clause (c)
thereof) (the &#147;<U>Canadian Fixed Asset Amount</U>&#148;); <U>provided</U> that,
commencing with the Borrowing Base calculation delivered for June 30, 2016: (i)
the Canadian Real Estate Component shall be reduced quarterly based on a 15-year
straight-line depreciation schedule, (ii) the Canadian Equipment Component shall
be reduced quarterly based on a 7-year straight-line depreciation schedule and
(iii) the Canadian Fixed Asset Amount shall be reduced quarterly pursuant to the
depreciation schedule set forth as <U>Schedule 1.01D</U> hereto;
<U>provided,</U> <U>further,</U> that, if a Fixed Asset Reappraisal Event occurs
and the Company chooses to have the Canadian Borrowing Base calculated based on
the updated information set forth in the relevant Appraisals (and including only
(i) the Eligible Equipment so appraised and (ii) and Eligible Fee-Owned Real
Estate so appraised and subject to the environmental assessments referred to in
Section 8.02(d)), then, commencing with the Borrowing Base calculation delivered
immediately after the date of such Fixed Asset Reappraisal Event until such time
as a further additional Appraisal and environmental assessment is completed, if
ever, on the applicable assets, the amortization of the Canadian Real Estate
Component and the Canadian Equipment Component shall be reset so that (i) the
Canadian Real Estate Component shall be reduced quarterly based on a 15-year
straight-line depreciation schedule commencing with the first full fiscal
quarter to occur after the date of any such Fixed Asset Reappraisal Event and
the Canadian Equipment Component shall be reduced quarterly based on a 7-year
straight-line depreciation schedule commencing with the first full fiscal
quarter to occur after the date of any such Fixed Asset Reappraisal Event and
(ii) the Canadian Fixed Asset Amount shall be reduced pursuant to an updated
depreciation schedule commencing with the first full fiscal quarter to occur
after the date of any such Fixed Asset Reappraisal Event of the type set forth
as Schedule 1.01D, which will reflect the then current mix of Eligible Canadian
Real Estate and Eligible Canadian Equipment; <U>plus</U></P>
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<P align=justify style="margin-left:5%;text-indent:5%;">(d)&nbsp;&nbsp;&nbsp; &nbsp;100% of
the unrestricted Borrowing Base Cash Equivalents of the Canadian Borrowers (to
the extent held in segregated Deposit Accounts in Canada maintained with BANA or
any other Lender reasonably satisfactory to the Administrative Agent and, in
each case, subject to Deposit Account Control Agreements in favor of the
Collateral Agent) so long as, if such segregated Deposit Accounts are maintained
with Lenders other than BANA, the Canadian Administrative Agent receives daily
reports of the cash balances under such segregated Deposit Accounts reasonably
acceptable to the Administrative Agent; <U>plus</U> </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(e)&nbsp;&nbsp;&nbsp;&nbsp; if
requested by the Company to the Administrative Agent as noted in the then
current Borrowing Base Certificate (any such included request, a &#147;<U>Borrowing
Base Reallocation Notice</U>&#148;), a portion of the positive amount, if any, by
which the Dutch Borrowing Base and/or the U.S. Tranche A Borrowing Base exceed
the total Dutch Revolving Exposure and/or U.S. Tranche A Revolving Exposure of
all Lenders on the date of such request, may be reallocated to the Canadian
Borrowing Base; <U>provided</U> that a Borrowing Base Reallocation Notice may
only be delivered once in any calendar month, and shall set forth the requested
reallocation of available Borrowing Base among Subfacilities, and which
reallocation shall become effective upon confirmation by the Administrative
Agent that such reallocation would not cause the Revolving Exposure under any
Subfacility to exceed the Borrowing Base for the applicable Subfacility, and
which reallocation shall remain effective thereafter until such time, if any, as
a new Borrowing Base Reallocation Notice is received and has become effective;
<U>minus </U></P>
<P align=justify style="margin-left:5%;text-indent:5%;">(f)&nbsp;&nbsp;&nbsp; &nbsp;the
portion of the Canadian Borrowing Base, if any, that is reallocated to the U.S.
Tranche A Borrowing Base and/or the Dutch Borrowing Base pursuant to clause (e)
of the definition of the term &#147;U.S. Tranche A Borrowing Base&#148; and/or clause (c)
of the definition of the term &#147;Dutch Borrowing Base,&#148; respectively; <U>minus</U>
</P>
<P align=justify style="margin-left:5%;text-indent:5%;">(g)&nbsp;&nbsp;&nbsp;&nbsp; any
Reserves established or modified from time to time by the Administrative Agent
in the exercise of its Permitted Discretion in accordance with the provisions of
<U>Section 2.22</U>; </P>
<P align=justify>The Canadian Borrowing Base at any time shall be determined by
reference to the most recent Borrowing Base Certificate delivered to the
Administrative Agent pursuant to <U>Section 8.15(a)</U>, adjusted as necessary
(pending the delivery of a new Borrowing Base Certificate) to reflect the impact
of any Significant Asset Sale or the acquisition of any assets in a Permitted
Acquisition or similar Investment (or any event or circumstance which, pursuant
to the eligibility rules set forth in the definitions of Eligible Account,
Eligible Equipment, Eligible Inventory, Eligible Insured and Letter of Credit
Backed Accounts or Eligible Fee-Owned Real Estate, renders any such Account,
Equipment, Inventory or Real Property eligible or ineligible for inclusion in
the Canadian Borrowing Base after delivery of the most recent Borrowing Base
Certificate). The Administrative Agent shall have the right (but no obligation)
to review the computations in any Borrowing Base Certificate and if such
computations have not been calculated in accordance with the terms of this
Agreement, the Administrative Agent shall have the right, in consultation with
the Company, to correct any such errors in such manner as it shall reasonably
determine and the Administrative Agent will notify the Company in writing
promptly after making any such correction. </P>
<P align=justify style="text-indent:5%">&#147;<U>Canadian Collateral</U>&#148;
shall mean all the &#147;Collateral&#148; (or equivalent term) as defined in each Canadian
Security Agreement and all other property (whether real, personal or otherwise)
with respect to which any security interests have been granted (or purported to
be granted) by any Canadian Credit Parties pursuant to any Canadian Security
Document. </P>
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<P align=justify style="text-indent:5%">&#147;<U>Canadian Collection
Account</U>&#148; shall have the meaning provided in <U>Section 8.15(c)(iii)</U>.</P>
<P align=justify style="text-indent:5%">&#147;<U>Canadian Credit Party</U>&#148;
shall mean the Canadian Borrowers and each Canadian Subsidiary Guarantor. </P>
<P align=justify style="text-indent:5%"> &#147;<U>Canadian Dilution
Reserve</U>&#148; shall mean, at any date, (i) the amount (stated in percentage
terms) by which the consolidated Dilution Ratio of Eligible Canadian Accounts
exceeds five percent (5%) multiplied by (ii) the Eligible Canadian Accounts on
such date. </P>
<P align=justify style="text-indent:5%">&#147;<U>Canadian Dollars</U>&#148; and
&#147;<U>C$</U>&#148; shall mean the lawful currency of Canada. </P>
<P align=justify style="text-indent:5%">&#147;<U>Canadian Dominion
Account</U>&#148; shall have the meaning provided in Section 8.15(c)(i) . </P>
<P align=justify style="text-indent:5%">&#147;<U>Canadian Employee Benefits
Legislation</U>&#148; shall mean the <I>Pension Benefits Act</I> (Ontario) and any
regulations promulgated thereunder, and any Canadian federal, provincial or
local counterparts or equivalents. </P>
<P align=justify style="text-indent:5%">&#147;<U>Canadian Equipment
Component</U>&#148; shall have the meaning provided in the definition of the term
&#147;Canadian Borrowing Base&#148;. </P>
<P align=justify style="text-indent:5%">&#147;<U>Canadian Fixed Asset
Amount</U>&#148; shall have the meaning provided in the definition of the term
&#147;Canadian Borrowing Base&#148;. </P>
<P align=justify style="text-indent:5%">&#147;<U>Canadian Issuing Bank</U>&#148;
shall mean, as the context may require, (a) BANA (acting through its Canada
branch) or any Affiliates or branches of BANA with respect to Canadian Letters
of Credit issued by it; (b) any other Lender that may become an Issuing Bank
pursuant to Sections 2.13(i) and <U>2.13(k)</U>, with respect to Canadian
Letters of Credit issued by such Lender; (c) with respect to any Existing Letter
of Credit set forth on Part A of <U>Schedule 1.01B</U>, the Lender which is the
issuer of such Existing Letter of Credit; or (d) collectively, all of the
foregoing. </P>
<P align=justify style="text-indent:5%">&#147;<U>Canadian LC Credit
Extension</U>&#148; shall mean, with respect to any Canadian Letter of Credit, the
issuance, amendment or renewal thereof or extension of the expiry date thereof,
or the increase of the Stated Amount thereof. </P>
<P align=justify style="text-indent:5%">&#147;<U>Canadian LC Disbursement</U>&#148;
shall mean a payment or disbursement made by a Canadian Issuing Bank pursuant to
a Canadian Letter of Credit. </P>
<P align=justify style="text-indent:5%">&#147;<U>Canadian LC Documents</U>&#148;
shall mean all documents, instruments and agreements delivered by a Canadian
Borrower or any other Person to a Canadian Issuing Bank or the Administrative
Agent in connection with any Canadian Letter of Credit. </P>
<P align=justify style="text-indent:5%">&#147;<U>Canadian LC Exposure</U>&#148;
shall mean at any time the sum of (a) the aggregate undrawn Stated Amount of all
outstanding Canadian Letters of Credit at such time <U>plus</U> (b) the
aggregate principal amount of all Canadian LC Disbursements that have not yet
been reimbursed at such time. The Canadian LC Exposure of any Revolving Lender
at any time shall mean its Pro Rata Percentage of the aggregate Canadian LC
Exposure at such time. </P>
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<P align=justify style="text-indent:5%">&#147;<U>Canadian LC Obligations</U>&#148;
shall mean the sum (without duplication) of (a) all amounts owing by the
Canadian Borrowers in respect of any Canadian LC Disbursements (including any
bankers&#146; acceptances or other payment obligations arising therefrom) and (b) the
Stated Amount of all outstanding Canadian Letters of Credit. </P>
<P align=justify style="text-indent:5%">&#147;<U>Canadian LC Sublimit</U>&#148;
shall mean <U><FONT color=#0000ff>an amount equal to the lesser of
(a)</FONT></U> $15,000,000<U><FONT color=#0000ff> and (b) the Canadian Revolving
Commitment</FONT></U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>Canadian Letter of
Credit</U>&#148; shall mean any letters of credit issued or to be issued by the
Canadian Issuing Bank under the Canadian Subfacility requested by a Canadian
Borrower, if any, pursuant to <U>Section 2.13</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>Canadian Line Cap</U>&#148; shall
mean, at any time, an amount that is equal to the lesser of (a) the Canadian
Revolving Commitments and (b) the Canadian Borrowing Base. </P>
<P align=justify style="text-indent:5%">&#147;<U>Canadian Parent Borrower</U>&#148;
shall have the meaning provided in the recitals hereto and shall include, any
successor thereto permitted under <U>Section 9.11</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>Canadian Pension Plan</U>&#148;
shall mean each pension, supplementary pension, retirement savings or other
retirement income plan or arrangement of any kind, registered or non-registered,
established, maintained or contributed to by the Company or another Canadian
Credit Party for its or any of its current or previous Affiliates&#146; Canadian
employees or former employees and includes for greater certainty &#147;target
benefit&#148; and &#147;multi- employer pension plans&#148; as defined in the Pension Benefits
Act (Ontario) and all Ontario Pension Plans but shall not include the Canada
Pension Plan (CPP) as maintained by the government of Canada or the Quebec
Pension Plan (QPP) as maintained by the government of Quebec or similar plan
maintained by any other province in Canada. </P>
<P align=justify style="text-indent:5%">&#147;<U>Canadian Prime Loan</U>&#148;
shall mean a Canadian Revolving Loan to the Canadian Borrowers denominated in
Canadian Dollars which bears interest at a rate based upon the Canadian Prime
Rate. </P>
<P align=justify style="text-indent:5%">&#147;<U>Canadian Prime Rate</U>&#148;
shall mean, on any date, the per annum rate of interest equal to the greatest of
(a) the rate of interest in effect for such day or so designated from time to
time by BANA (acting through its Canada branch) as its &#147;prime rate&#148; for
commercial loans made by it in Canada in Canadian Dollars, such rate being a
reference rate and not necessarily representing the lowest or best rate being
charged to any customer; (b) the Bank of Canada Overnight Rate for such day,
<U>plus</U> 0.50%; or (c) the Canadian B/A Rate for a one month interest period
as determined on such day <U>plus</U> 1.00% . Any change in such rate announced
by BANA (acting through its Canada branch) shall take effect at the opening of
business on the day specified in the public announcement thereof. </P>
<P align=justify style="text-indent:5%">&#147;<U>Canadian Priority
Payables</U>&#148; shall mean, at any time, with respect to the Canadian Borrowing
Base:<SUP> </SUP></P>
<P align=justify style="margin-left:5%;text-indent:5%;">(a)&nbsp;&nbsp;&nbsp;&nbsp; the
amount due on or prior to the date as of which the Canadian Borrowing Base is to
be determined and remaining unpaid at the time of determination by any Canadian
Borrower (or any other Person for which any Canadian Borrower has joint and
several liability), for which each Canadian Borrower has an obligation to remit
to a Governmental Authority or other Person pursuant to any applicable
Requirement of Law, in respect of (i) pension fund obligations including wind-up
deficiencies on any wind-up or termination of any Ontario Pension Plan and
employee and employer pension plan contributions (including &#147;normal cost,&#148;
&#147;special payments&#148; and any other payments in respect of any funding deficiency
or shortfall), (ii) employment insurance, (iii) goods and services taxes, sales
taxes, employee income taxes, excise tax and other taxes payable or to be remitted or withheld, (iv) workers&#146;
compensation, (v) wages, salaries, commission or compensation, including
vacation pay, and (vi) other like charges and demands; in each case in respect
of which any Governmental Authority or other Person may claim a security
interest, hypothecation, prior claim, trust or other claim or Lien ranking or
capable of ranking in priority to or equal in priority with one or more of the
Liens granted pursuant to the Security Documents (a &#147;<U>Priority Lien</U>&#148;); and </P>
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<P align=justify style="margin-left:5%;text-indent:5%;">(b)&nbsp;&nbsp;&nbsp;&nbsp; the
aggregate amount due on or prior to the date as of which the Canadian Borrowing
Base is to be determined and remaining unpaid at the time of determination of
any other liabilities of the Canadian Borrowers (or any other Person for which
the Canadian Borrowers have joint and several liability) (i) in respect of which
a trust has been or may be imposed on Collateral of any Canadian Borrower to
provide for payment or (ii) which are secured by a security interest,
hypothecation, prior claim, pledge, charge, right, or claim or other Lien on any
Collateral of any Canadian Borrower, in each case pursuant to any applicable
Requirement of Law and which trust, security interest, hypothecation, prior
claim, pledge, charge, right, claim or other Lien ranks or is capable of ranking
in priority to or equal in priority with one or more of the Liens granted in the
Security Documents.</P>
<P align=justify style="text-indent:5%">&#147;<U>Canadian Priority Payables
Reserve</U>&#148; shall mean, on any date of determination for the Canadian Borrowing
Base, a reserve established from time to time by the Administrative Agent in its
Permitted Discretion in an amount up to, but not in excess of, the amount of
Canadian Priority Payables set forth on the most recent Borrowing Base
Certificate (as the same may be reduced or increased by the next succeeding
Borrowing Base Certificate) delivered to the Administrative Agent pursuant to
<U>Section 8.15(a)</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>Canadian Protective
Advances</U>&#148; shall have the meaning provided in <U>Section 2.18</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>Canadian Real Estate
Component</U>&#148; shall have the meaning provided in the definition of the term
&#147;Canadian Borrowing Base&#148;. </P>
<P align=justify style="text-indent:5%">&#147;<U>Canadian Restricted
Subsidiary</U>&#148; shall mean any Canadian Subsidiary that is a Restricted
Subsidiary. </P>
<P align=justify style="text-indent:5%">&#147;<U>Canadian Revolving
Borrowing</U>&#148; shall mean a Borrowing comprised of Canadian Revolving Loans.
</P>
<P align=justify style="text-indent:5%">&#147;<U>Canadian Revolving
Commitment</U>&#148; shall mean, with respect to each Canadian Revolving Lender, the
commitment, if any, of such Lender to make Canadian Revolving Loans hereunder up
to the amount set forth and opposite such Lender&#146;s name on <U>Schedule 2.01</U>
under the caption &#147;Canadian Revolving Commitment,&#148; or in the Assignment and
Assumption Agreement pursuant to which such Lender assumed its Canadian
Revolving Commitment, as applicable, as the same may be (a) reduced from time to
time pursuant to <U>Section 2.07</U>, (b) reduced or increased from time to time
pursuant to <U>Section</U> <U>2.20</U> and (c) reduced or increased from time to
time pursuant to assignments by or to such Lender pursuant to <U>Section
12.04</U>. The aggregate amount of the Canadian Revolving Lenders&#146; Canadian
Revolving Commitments on the <STRIKE><FONT
color=#ff0000>Second</FONT></STRIKE><U><FONT color=#0000ff>Third</FONT></U>
Amendment Effective Date is $15,000,000. </P>
<P align=justify style="text-indent:5%">&#147;<U>Canadian Revolving
Exposure</U>&#148; shall mean, with respect to any Canadian Revolving Lender at any
time, the aggregate principal amount at such time of all outstanding Canadian
Revolving Loans of such Lender, plus the aggregate amount at such time of such
Lender&#146;s Canadian LC Exposure, plus the aggregate amount of such Lender&#146;s
Canadian Swingline Exposure. </P>
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<P align=justify style="text-indent:5%">&#147;<U>Canadian Revolving
Lender</U>&#148; shall mean any Lender under the Canadian Subfacility. Each Canadian
Revolving Lender (or any Affiliate or branch of any such Lender that is acting
on behalf of such Lender) that is not resident in Canada or is deemed not to be
resident in Canada for purposes of the ITA, shall be a financial institution
that deals at arm&#146;s length with the Canadian Borrowers for purposes of the ITA.
</P>
<P align=justify style="text-indent:5%">&#147;<U>Canadian Revolving Loans</U>&#148;
shall mean advances made to or at the instructions of a Canadian Borrower
pursuant to <U>Section 2.01(ii)</U> hereof under the Canadian Subfacility. </P>
<P align=justify style="text-indent:5%">&#147;<U>Canadian Revolving Note</U>&#148;
shall mean each revolving note substantially in the form of <U>Exhibit B-2</U>
hereto. </P>
<P align=justify style="text-indent:5%">&#147;<U>Canadian Sanction Laws</U>&#148;
shall mean the Special Economic Measures Act of Canada and similar Requirements
of Law of Canada in respect to sanctioned persons.</P>
<P align=justify style="text-indent:5%">&#147;<U>Canadian Security
Agreements</U>&#148; shall mean, each of (i) the Canadian Security Agreement dated as
of the Closing Date, by and between the Collateral Agent and each of the
Canadian Credit Parties and (ii) the Deed of Hypothec governed by the laws of
the province of Quebec, dated on or after the Closing Date, by and between the
Collateral Agent and Tradin Organics USA LLC (the &#147;<U>Quebec Hypothec</U>&#148;).
</P>
<P align=justify style="text-indent:5%">&#147;<U>Canadian Security
Documents</U>&#148; shall mean each Canadian Security Agreement and, after the
execution and delivery thereof, each Mortgage executed and delivered by any
Canadian Credit Party with respect to any Real Property of such Canadian Credit
Party and each other document executed and delivered by any Canadian Credit
Party pursuant to which a Lien is granted (or purported to be granted) in favor
of the Collateral Agent to secure the Obligations, and each document, if any,
executed and delivered by any Canadian Credit Party pursuant to the Additional
Account Security Actions. </P>
<P align=justify style="text-indent:5%">&#147;<U>Canadian Subfacility</U>&#148;
shall have the meaning provided in the recitals hereto. </P>
<P align=justify style="text-indent:5%">&#147;<U>Canadian Subsidiary</U>&#148;
shall mean any Subsidiary of the Company organized now or hereinafter under the
laws of Canada or a province or territory thereof. </P>
<P align=justify style="text-indent:5%">&#147;<U>Canadian Subsidiary
Guarantor</U>&#148; shall mean each Canadian Restricted Subsidiary (other than the
Canadian Borrowers) in existence on the Closing Date (other than any Excluded
Subsidiary), as well as each Canadian Restricted Subsidiary established, created
or acquired after the Closing Date which becomes a party to this Agreement as a
Guarantor in accordance with the Collateral and Guarantee Requirement. </P>
<P align=justify style="text-indent:5%">&#147;<U>Canadian Swingline
Commitment</U>&#148; shall mean the commitment of the Canadian Swingline Lender to
make loans under the Canadian Subfacility pursuant to Section 2.12, as the same
may be reduced from time to time pursuant to <U>Section 2.07</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>Canadian Swingline
Exposure</U>&#148; shall mean, at any time, the aggregate principal amount at such
time of all outstanding Canadian Swingline Loans. The Canadian Swingline
Exposure of any Canadian Revolving Lender at any time shall equal its Pro Rata
Percentage of the aggregate Canadian Swingline Exposure at such time. </P>
<P align=justify style="text-indent:5%">&#147;<U>Canadian Swingline
Lender</U>&#148; shall mean BANA (acting through its Canada branch) and its permitted
successors and permitted assigns. </P>
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<P align=justify style="text-indent:5%">&#147;<U>Canadian Swingline Loan</U>&#148;
shall mean any Loan made by the Canadian Swingline Lender pursuant to <U>Section
2.12</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>Canadian Swingline Note</U>&#148;
shall mean each swingline note substantially in the form of <U>Exhibit B-5</U>
hereto. </P>
<P align=justify style="text-indent:5%">&#147;<U>Capital Expenditures</U>&#148;
shall mean, for any period, the aggregate of, without duplication, (a) all
expenditures (whether paid in cash or accrued as liabilities) by the Company and
its Restricted Subsidiaries during such period that, in conformity with GAAP,
are or are required to be included as additions during such period to property,
plant or equipment reflected in the consolidated balance sheet of the Company
and its Restricted Subsidiaries, (b) all Capitalized Software Expenditures and
Capitalized Research and Development Costs during such period and (c) all fixed
asset additions financed through Capitalized Lease Obligations incurred by the
Company and its Restricted Subsidiaries and recorded on the balance sheet in
accordance with GAAP during such period; <U>provided</U> that the term &#147;Capital
Expenditures&#148; shall not include, without duplication: </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(i)&nbsp;&nbsp;&nbsp;&nbsp;
expenditures made in connection with the replacement, substitution, restoration
or repair of assets to the extent financed from insurance proceeds or
compensation awards paid on account of a Casualty Event, </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(ii)&nbsp;&nbsp;&nbsp;&nbsp; the
purchase price of equipment that is purchased simultaneously with the trade in
of existing equipment to the extent that the gross amount of such purchase price
is reduced by the credit granted by the seller of such equipment for the
equipment being traded in at such time, </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(iii)&nbsp;&nbsp; &nbsp;the purchase
of property, plant or equipment to the extent financed with the proceeds of
Asset Sales or other dispositions outside the ordinary course of business, </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(iv)&nbsp;&nbsp;&nbsp;&nbsp; rental
expenses of the Company and its Restricted Subsidiaries under operating leases
for real or personal property (including in connection with Sale-Leaseback
Transactions), </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(v)&nbsp;&nbsp;&nbsp;&nbsp;
expenditures that are accounted for as capital expenditures by the Company or
any Restricted Subsidiary and that actually are paid for, or reimbursed, by a
Person other than the Company or any Restricted Subsidiary and for which neither
the Company nor any Restricted Subsidiary has provided or is required to provide
or incur, directly or indirectly, any consideration or obligation to such Person
or any other Person (whether before, during or after such period, it being
understood, however, that only the amount of expenditures actually provided or
incurred by the Company or any Restricted Subsidiary in such period and not the
amount required to be provided or incurred in any future period shall constitute
&#147;Capital Expenditures&#148; in the applicable period), </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(vi)&nbsp;&nbsp;&nbsp; &nbsp;the
book value of any asset owned by the Company or any Restricted Subsidiary prior
to or during such period to the extent that such book value is included as a
capital expenditure during such period as a result of such Person reusing or
beginning to reuse such asset during such period without a corresponding
expenditure actually having been made in such period; <U>provided</U> that (x)
any expenditure necessary in order to permit such asset to be reused shall be
included as a Capital Expenditure during the period in which such expenditure
actually is made and (y) such book value shall have been included in Capital
Expenditures when such asset was originally acquired, </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(vii)&nbsp;&nbsp;&nbsp;&nbsp;any
expenditures made as payments of the consideration for a Permitted Acquisition
(or Investments similar to those made for a Permitted Acquisition) and any
amounts recorded pursuant to purchase accounting required under GAAP
pertaining to Permitted Acquisitions (or Investments similar to those made for a
Permitted Acquisition), </P>
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<P align=justify style="margin-left:5%;text-indent:5%;">(viii)&nbsp;&nbsp;&nbsp;&nbsp;
any capitalized interest expense and internal costs reflected as additions to
property, plant or equipment in the consolidated balance sheet of the Company
and its Restricted Subsidiaries or capitalized as Capitalized Software
Expenditures and Capitalized Research and Development Costs for such period, or
</P>
<P align=justify style="margin-left:5%;text-indent:5%;">(ix)&nbsp;&nbsp;&nbsp;&nbsp; any
non-cash compensation or other non-cash costs reflected as additions to
property, plant and equipment, Capitalized Software Expenditures and Capitalized
Research and Development Costs in the consolidated balance sheet of the Company
and its Restricted Subsidiaries. </P>
<P align=justify style="margin-left: 5%">&#147;<U>Capital Stock</U>&#148; shall mean: </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(a)&nbsp;&nbsp;&nbsp;&nbsp; in the
case of a corporation, corporate stock;</P>
<P align=justify style="margin-left:5%;text-indent:5%;">(b)&nbsp;&nbsp;&nbsp; &nbsp;in the
case of an association or business entity, any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate
stock; </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(c)&nbsp;&nbsp;&nbsp;&nbsp; in
the case of a partnership or limited liability company, partnership or
membership interests (whether general or limited); and </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(d)&nbsp;&nbsp;&nbsp;&nbsp; any
other interest or participation that confers on a Person the right to receive a
share of the profits and losses of, or distributions of assets of, the issuing
Person but excluding from all of the foregoing any debt securities convertible
into Capital Stock, whether or not such debt securities include any right of
participation with Capital Stock. </P>
<P align=justify style="text-indent:5%"> &#147;<U>Capitalized Lease
Obligation</U>&#148; shall mean, at the time any determination thereof is to be made,
the amount of the liability in respect of a capital lease that would at such
time be required to be capitalized and reflected as a liability on a balance
sheet (excluding the footnotes thereto) prepared in accordance with GAAP;
<U>provided</U>, <U>however</U>, that any obligations relating to a lease that
was accounted for by the Company as an operating lease as of the Closing Date
and any similar lease entered into after the Closing Date shall be accounted for
as an operating lease and not a Capitalized Lease Obligation for all purposes
under this Agreement. </P>
<P align=justify style="text-indent:5%">&#147;<U>Capitalized Research and
Development Costs</U>&#148; shall mean, for any period, all research and development
costs that are, or are required to be, in accordance with GAAP, reflected as
capitalized costs on the consolidated balance sheet of the Company and its
Restricted Subsidiaries. </P>
<P align=justify style="text-indent:5%">&#147;<U>Capitalized Software
Expenditures</U>&#148; shall mean, for any period, the aggregate of all expenditures
(whether paid in cash or accrued as liabilities) by the Company and its
Restricted Subsidiaries during such period in respect of purchased software or
internally developed software and software enhancements that, in conformity with
GAAP, are or are required to be reflected as capitalized costs on the
consolidated balance sheet of the Company and the Restricted Subsidiaries. </P>
<P align=justify style="text-indent:5%">&#147;<U>Cash Collateralize</U>&#148; shall
mean to pledge and deposit with or deliver to the applicable Administrative
Agent for deposit into the LC Collateral Account, for the benefit of the
applicable Administrative Agent, the applicable Issuing Banks and/or the
applicable Swingline Lenders (as applicable) and the Lenders under the
applicable Ex-FILO Subfacility, cash as collateral for the LC Exposure,
Obligations in respect of Swingline Loans, or obligations of Lenders to fund
participations in respect of either thereof (as the context may require), in each
case under the applicable Ex-FILO Subfacility, in accordance with <U>Section
2.13(j)</U>. &#147;<U>Cash Collateral</U>&#148; shall have a meaning correlative to the
foregoing and shall include the proceeds of such cash collateral and other
credit support. </P>
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<P align=justify style="text-indent:5%">&#147;<U>Cash Dominion Period</U>&#148;
shall mean (a) each period beginning on a date when Total Excess Availability
shall have been less than the greater of (i) 10% of the Line Cap and (ii)
$20,000,000, in either case for five consecutive Business Days, and ending on
such date as Total Excess Availability shall have been at least equal to the
greater of (i) 10% of the Line Cap and (ii) $20,000,000 for a period of 30
consecutive calendar days or (b) upon the occurrence of an Event of Default, the
period that such Event of Default shall be continuing. </P>
<P align=justify style="text-indent:5%"> &#147;<U>Cash Management
Agreement</U>&#148; shall mean any agreement entered into from time to time by the
Company or any of the Company&#146;s Restricted Subsidiaries in connection with cash
management services for collections, other Cash Management Services and for
operating, payroll and trust accounts of such Person, including automatic
clearing house services, controlled disbursement services, electronic funds
transfer services, information reporting services, lockbox services, stop
payment services and wire transfer services.</P>
<P align=justify style="text-indent:5%">&#147;<U>Cash Management Bank</U>&#148;
shall mean any Lender, any Agent or any Affiliate of the foregoing at the time
it provides any Cash Management Services or any Person that shall have become a
Lender, an Agent or an Affiliate of a Lender or an Agent at any time after it
has provided any Cash Management Services (including if such Cash Management
Services were provided on the Closing Date, the Closing Date). </P>
<P align=justify style="text-indent:5%">&#147;<U>Cash Management
Obligations</U>&#148; shall mean obligations owed by the Company or any Restricted
Subsidiary to any Cash Management Bank in respect of Cash Management Services.
</P>
<P align=justify style="text-indent:5%">&#147;<U>Cash Management Services</U>&#148;
shall mean (a) commercial credit cards, merchant card services, purchase or
debit cards, including non-card e-payables services, (b) treasury management
services (including controlled disbursement, overdraft ACH fund transfer
services, return items and interstate depository network services) and (c) any
other demand deposit or operating account relationships or other cash management
services, including any Cash Management Agreements. </P>
<P align=justify style="text-indent:5%">&#147;<U>Casualty Event</U>&#148; shall
mean any event that gives rise to the receipt by the Company or any Restricted
Subsidiary of any insurance proceeds or condemnation awards in respect of any
equipment, fixed assets or real property (including any improvements thereon) to
replace or repair such equipment, fixed assets or real property. </P>
<P align=justify style="text-indent:5%">&#147;<U>CCAA</U>&#148; shall mean the
<I>Companies&#146; Creditors Arrangement Act</I> (Canada), as amended. </P>
<P align=justify style="text-indent:5%">&#147;<U>CDOR</U>&#148; shall have the
meaning provided in the definition of the term &#147;Eurocurrency Rate&#148;.
&#147;<U>CERCLA</U>&#148; shall mean the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as the same has been amended and may
hereafter be amended from time to time, 42 U.S.C. &#167; 9601 <I>et seq</I>. </P>
<P align=justify style="text-indent:5%">&#147;<U>CFC</U>&#148; shall mean a
&#147;controlled foreign corporation&#148; within the meaning of Section 957 of the Code
that is a direct or indirect Subsidiary of the U.S. Parent Borrower. </P>
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<P align=justify style="text-indent:5%">&#147;<U>Change of Control</U>&#148; shall
mean the occurrence of any of the following after the Closing Date: </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(a)&nbsp;&nbsp;&nbsp;&nbsp; the
sale, lease, transfer, conveyance or other disposition, in one or a series of
related transactions (other than by merger, consolidation or amalgamation), of
all or substantially all of the assets of the Company and its Subsidiaries,
taken as a whole, to any Person other than a Credit Party; </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(b)&nbsp;&nbsp;&nbsp;&nbsp; the
Company becomes aware of (by way of a report or any other filing pursuant to
Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the
acquisition by any Person or group (within the meaning of Section 13(d)(3) or
Section 14(d)(2) of the Exchange Act, or any successor provision), including any
group acting for the purpose of acquiring, holding or disposing of securities
(within the meaning of Rule 13d-5(b)(1) under the Exchange Act), in a single
transaction or in a related series of transactions, by way of merger,
amalgamation, consolidation or other business combination or purchase of
beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act,
or any successor provision) of more than 50% of the total voting power of the
Voting Stock of the Company; </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(c)&nbsp;&nbsp;&nbsp;&nbsp; the
Company ceasing to own 100% of the total voting power of the Voting Stock of the
U.S. Parent Borrower; or </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(d)&nbsp;&nbsp;&nbsp;&nbsp; the
Dutch Parent Borrower ceasing to be a Wholly-Owned Subsidiary of the Company.
</P>
<P align=justify>Notwithstanding the preceding, a conversion of the Company or
any of the Restricted Subsidiaries from a limited partnership, corporation,
limited liability company or other form of entity to a limited partnership,
corporation, limited liability company or other form of entity or an exchange of
all of the outstanding Equity Interests in one form of entity for Equity
Interests for another form of entity shall not constitute a Change of Control,
so long as following such conversion or exchange the &#147;persons&#148; (as that term is
used in Section 13(d)(3) of the Exchange Act) who beneficially owned the Capital
Stock of the Company immediately prior to such transactions continue to
beneficially own in the aggregate more than 50% of the Voting Stock of such
entity and no &#147;person,&#148; beneficially owns more than 50% of the Voting Stock of
such entity. </P>
<P align=justify style="text-indent:5%">&#147;<U>Class</U>&#148; (a) when used with
respect to Lenders, shall refer to whether such Lender has a Loan, Protective
Advances or Commitment with respect to the U.S. Tranche A Subfacility, the U.S.
Tranche B Subfacility, the Canadian Subfacility, the Dutch Subfacility , as
applicable, (b) when used with respect to Commitments, refers to whether such
Commitments are U.S. Tranche A Revolving Commitments, U.S. Tranche B Revolving
Commitments, Canadian Revolving Commitments, Dutch Revolving Commitments,
Extended Revolving Commitments under a particular Subfacility and (c) when used
with respect to Loans or a Borrowing, refers to whether such Loans, or the Loans
comprising such Borrowing, are Loans under the U.S. Tranche A Subfacility, Loans
under the U.S. Tranche B Subfacility, Loans under the Canadian Subfacility,
Loans under the Dutch Subfacility, Extended Revolving Loans under a particular
Subfacility, or Protective Advances under the U.S. Tranche A Subfacility, U.S.
Tranche B Subfacility, the Canadian Subfacility or the Dutch Subfacility. </P>
<P align=justify style="text-indent:5%">&#147;<U>Closing Date</U>&#148; shall mean
February 11, 2016. </P>
<P align=justify style="text-indent:5%">&#147;<U>Code</U>&#148; shall mean the
Internal Revenue Code of 1986, as amended from time to time. </P>
<P align=justify style="text-indent:5%">&#147;<U>Collateral</U>&#148; shall mean
(i) the &#147;Collateral&#148; as defined in the Security Agreements, (ii) all the
&#147;Collateral&#148; or &#147;Pledged Assets&#148; (or similar term) as defined in any other
Security Documents, (iii) Mortgaged Property and (iv) any other assets pledged or in
which a Lien is granted (or purported to be granted), in each case, pursuant to
any Security Document or is required to be granted in accordance with the
Collateral and Guarantee Requirement. </P>
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<P align=justify style="text-indent:5%">&#147;<U>Collateral Access
Agreement</U>&#148; shall mean any landlord waiver, bailee letter or other agreement,
in form and substance reasonably satisfactory to the Administrative Agent,
between the Collateral Agent and any third party (including any landlord,
bailee, consignee, customs broker or other similar Person) in possession of any
Collateral or any landlord for any Real Property of any Borrower where any
Collateral is located. </P>
<P align=justify style="text-indent:5%">&#147;<U>Collateral Agent</U>&#148; shall
mean BANA, as collateral agent, and shall include any permitted successors and
permitted assigns. </P>
<P align=justify style="text-indent:5%">&#147;<U>Collateral and Guarantee
Requirement</U>&#148; shall mean, at any time, the requirement that: </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(a)&nbsp;&nbsp;&nbsp; &nbsp;the
Collateral Agent shall have received each Security Document required to be
delivered on the Closing Date pursuant to <U>Section 5.09</U> or, after the
Closing Date, pursuant to <U>Section 8.10</U> or <U>Section 8.11</U> at such
time required by such section to be delivered in each case, duly executed by
each Credit Party thereto; </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(b)&nbsp;&nbsp;&nbsp; &nbsp;all
Obligations shall have been unconditionally guaranteed (the &#147;<U>Guarantees</U>&#148;)
by (i) each Wholly-Owned Restricted Subsidiary of the Company that is a Domestic
Subsidiary, a Canadian Subsidiary, or a Dutch Subsidiary (other than in any such
case, any such Subsidiary that is (x) a Borrower or (y) an Excluded Subsidiary)
and (ii) each Borrower (<U>provided</U> that no Borrower shall provide a
Guarantee with respect to its own Obligations); </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(c)&nbsp;&nbsp; &nbsp;the
Obligations and the Guarantees shall have been secured pursuant to the Security
Agreements by a security interest in (i) all Equity Interests of the Borrowers
(other than Equity Interests of the Company and any non-Voting Stock of the U.S.
Parent Borrower that is not held directly by a Credit Party) and (ii) all Equity
Interests (other than Excluded Assets) held directly by any Borrower or any
Subsidiary Guarantor in any Subsidiary (and, in each case, the Collateral Agent
shall have received certificates or other instruments representing all such
Equity Interests (if any), together with undated stock powers or other
instruments of transfer with respect thereto endorsed in blank, if applicable);
</P>
<P align=justify style="margin-left:5%;text-indent:5%;">(d)&nbsp;&nbsp;&nbsp;&nbsp; except
to the extent otherwise provided hereunder or under any Security Document, the
Obligations and the Guarantees shall have been secured by a perfected security
interest in, and pledges on, substantially all tangible and intangible assets of
the Borrowers and each Subsidiary Guarantor (including, without limitation,
accounts receivable, inventory, equipment, investment property, Intellectual
Property, other general intangibles, owned (but not leased) real property and
proceeds of the foregoing), in each case, with the priority required by the
relevant Security Documents required by the Collateral and Guarantee Requirement
and any such security interests in the Collateral shall be subject to the terms
of the Intercreditor Agreement, to the extent applicable; <U>provided</U> that
security interests in Real Property shall be limited to the Mortgaged
Properties; </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(e)&nbsp;&nbsp;&nbsp; &nbsp;none of
the Collateral shall be subject to any Liens other than Liens permitted by
<U>Section 9.01</U>; </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(f)&nbsp;&nbsp;&nbsp;&nbsp; the
Collateral Agent shall have received (i) counterparts of a Mortgage with respect
to each Material Real Property required to be delivered pursuant to <U>Section
5.15</U> (if applicable), <U>Section 8.10</U> and <U>Section 8.11</U> duly
executed and delivered by the record owner of such property and (ii) such other
Related Real Estate Documents with respect to each Material Real Property
required to be delivered pursuant to Section 5.15 (if applicable), <U>Section
8.03,</U> <U>Section 8.10</U> and <U>Section 8.11</U>; <U>provided</U> that, for
Real Property that is designated as located in a Special Flood Hazard Area, if
after use of commercially reasonable efforts, the applicable Credit Party is
unable to obtain evidence of flood insurance that is reasonably acceptable to
the Administrative Agent or the U.S. Revolving Lenders required to be delivered
pursuant to Section 5.15, Section 8.03(b), Section 8.10 and Section 8.11, then
no Mortgage or Related Real Estate Documents shall be required to be delivered
with respect to such Real Property for which the evidence of flood insurance was
not acceptable to the Administrative Agent or the U.S. Revolving Lenders; and </P>
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<P align=justify style="margin-left:5%;text-indent:5%;">(g)&nbsp;&nbsp;&nbsp;&nbsp; (i)
except with respect to intercompany Indebtedness, if any, if Indebtedness for
borrowed money in a principal amount in excess of $2,500,000 (individually) is
owing to any Credit Party and such Indebtedness is evidenced by a promissory
note, the Collateral Agent shall have received such promissory note, together
with undated instruments of transfer with respect thereto endorsed in blank and
(ii) with respect to intercompany Indebtedness, all Indebtedness of the Company
and each of its Restricted Subsidiaries that is owing to any Credit Party (or
Person required to become a Credit Party) shall be evidenced by the Subordinated
Intercompany Note, and the Collateral Agent shall have received such
Subordinated Intercompany Note duly executed by the Company, each such
Restricted Subsidiary and each such other Credit Party, together with undated
instruments of transfer with respect thereto endorsed in blank; </P>
<P align=justify style="text-indent:5%">The
foregoing definition shall not require the creation or perfection of pledges of,
or security interests in, or the obtaining of title insurance or surveys with
respect to, particular assets if and for so long as the Administrative Agent and
the Company agree in writing that the cost of creating or perfecting such
pledges or security interests in such assets or obtaining title insurance or
surveys in respect of such assets shall be excessive in view of the benefits to
be obtained by the Secured Creditors therefrom. </P>
<P align=justify style="text-indent:5%">The Administrative Agent and the
Collateral Agent may grant extensions of time for the provision or perfection of
security interests in, or the obtaining of title insurance and surveys with
respect to, particular assets (including extensions beyond the Closing Date for
the perfection of security interests in the assets of the Credit Parties on such
date) where the Administrative Agent reasonably determines, in consultation with
the Company, that provision or perfection cannot be accomplished without undue
effort or expense by the time or times at which it would otherwise be required
by this Agreement or the Security Documents. </P>
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<P align=justify style="text-indent:5%">Notwithstanding the foregoing
provisions of this definition or anything in this Agreement or any other Credit
Document to the contrary (but without limiting (x) any requirement to take any
Additional Account Security Action set forth in the definition of the term
&#147;Eligible Accounts&#148; solely for the purpose of determining the eligibility of
Accounts originated by any Credit Party that are owed from Account Debtors
located in any Account Debtor Approved Country (other than the United States,
Canada or the Netherlands) for inclusion in the applicable Borrowing Base or (y)
any requirement to take any Additional Inventory Security Action set forth in
the definition of the term &#147;Eligible Inventory&#148; solely for the purpose of
determining the eligibility of any Inventory owned by a Dutch Credit Party and
located in the United Kingdom, France or Germany for inclusion in the Dutch
Borrowing Base), (a) with respect to leases of Real Property entered into by any
Credit Party, such Credit Party shall not be required to take any action with
respect to creation or perfection of security interests with respect to such
leases (including requirements to deliver landlord lien waivers, estoppels and
collateral access letters without limiting the provisions set forth in the
definition of the term &#147;Eligible Inventory&#148;), (b) Liens required to be granted
from time to time pursuant to the Collateral and Guarantee Requirement shall be
subject to exceptions and limitations set forth in the Security Documents and, to the
extent appropriate in the applicable jurisdiction, as agreed between the
Administrative Agent, the Collateral Agent and the Company, (c) the Collateral
and Guarantee Requirement shall not apply to any of the following assets: (i)
any fee-owned Real Property that is not a Material Real Property and any
leasehold interests in Real Property, (ii) any governmental licenses or state or
local franchises, charters or authorizations, to the extent a security interest
in any such licenses, franchise, charter or authorization would be prohibited or
restricted thereby (including any legally effective prohibition or restriction)
after giving effect to the applicable anti-assignment clauses of the UCC, PPSA
and other applicable Requirements of Law in the Netherlands, other than the
proceeds and products thereof the assignment of which is expressly deemed
effective under the UCC, PPSA or any similar applicable Requirements of Law in
the Netherlands notwithstanding such prohibition, (iii) motor vehicles,
aircraft, aircraft engines and other assets and personal property subject to
certificates of title to the extent a Lien thereon cannot be perfected by the
filing of a UCC or PPSA financing statement or equivalent filing under other
similar Requirements of Law in the Netherlands, (iv) letter of credit rights
(except to the extent perfection can be accomplished through the filing of
UCC-1, PPSA or RDPRM financing statements or equivalent filing under other
similar the Requirements of Law in the Netherlands), (v) commercial tort claims
with an individual value of less than $2,500,000, (vi) assets and personal
property for which a pledge thereof or a security interest therein is prohibited
by applicable Requirements of Law (including any legally effective requirement
to obtain the consent of any Governmental Authority) after giving effect to the
applicable anti-assignment clauses of the UCC, PPSA and other applicable
Requirements of Law in the Netherlands, other than the proceeds and products
thereof the assignment of which is expressly deemed effective under the UCC,
PPSA or any similar applicable Requirements of Law in the Netherlands
notwithstanding such prohibition, (vii) any &#147;margin stock&#148; and Equity Interests
of any Person (other than any direct Wholly Owned Restricted Subsidiary of any
Borrower or any Subsidiary Guarantor) to the extent, and for so long as, the
pledge of such Equity Interests would be prohibited by the terms of any
applicable joint venture agreement or shareholders&#146; agreement applicable to such
Person, after giving effect to the applicable anti-assignment clauses of the
UCC, PPSA and other applicable Requirements of Law, (viii) Equity Interests of
any Unrestricted Subsidiary (including Equity Interests of Opta Minerals Inc.)
and Equity Interests of Co&#246;peratie SunOpta U.A., (ix) any Equity Interests of
any CFC or FSHCO directly owned by any U.S. Credit Party that are voting Capital
Stock of such CFC or FSHCO in excess of 65% of the outstanding Equity Interests
that are voting Capital Stock of such CFC or FSHCO (including for the avoidance
of doubt, any instrument treated as Capital Stock for U.S. federal income tax
purposes), (x) assets and personal property to the extent a security interest in
such assets or personal property would result in material adverse tax
consequences as reasonably determined by the Company in consultation with the
Administrative Agent and notified in writing by the Company to the
Administrative Agent, (xi) any intent-to-use trademark application prior to the
filing of a &#147;Statement of Use&#148; with respect thereto, (xii) any Contractual
Requirement, license or permit to which a Credit Party or any of their property
(including personal property) is subject, and any property subject to a purchase
money security interest, capital lease or similar arrangement with any Person
if, to the extent, and for so long as, the grant of a Lien thereon to secure the
Obligations constitutes a breach of, a violation of, or a default under, or
invalidation of, or creates a right of termination in favor of any party (other
than any Borrower or Guarantor) to, such Contractual Requirement, license,
permit, purchase money arrangement, capital lease or similar arrangement (but
only to the extent any of the foregoing is not rendered ineffective by, or is
otherwise unenforceable under, the UCC, PPSA or any similar applicable
Requirement of Law in the Netherlands), (xiii) any Deposit Accounts described in
clause (i) or (ii) of the definition of the term &#147;Excluded Accounts&#148; and (xiv)
any property or assets acquired after the Closing Date (including any property
acquired through any acquisition, consolidation, amalgamation or merger of a
Person, but excluding any assets or property included in the Borrowing Base), if
at the time of such acquisition, the granting of a security interest therein or
a pledge thereof is prohibited by any Contractual Requirement to the extent and
for so long as such Contractual Requirement prohibits such security interest or
pledge (the assets excluded pursuant to this <U>clause (c)</U> and pursuant to
the second preceding paragraph of this definition, collectively, the &#147;<U>Excluded Assets</U>&#148;; <U>provided</U> that notwithstanding anything herein to the contrary, Excluded Assets shall not
include any proceeds, replacements or substitutions of Collateral (unless such
proceeds, replacements or substitutions otherwise constitute Excluded Assets),
(d) control agreements shall not be required with respect to any Deposit
Accounts, securities accounts, futures accounts or commodities accounts except
to the extent set forth in <U>Section 8.15</U>, (e) share certificates of
Immaterial Subsidiaries shall not be required to be delivered, (f) pledges over
shares of Immaterial Subsidiaries owned by the Dutch Credit Parties shall not be
required to be delivered, (g) promissory notes evidencing Indebtedness for
borrowed money in a principal amount less than or equal to $2,500,000
(individually) owing to any Credit Party shall not be required to be delivered
and (h) no actions shall be required to be taken outside the United States,
Canada and the Netherlands to (i) create a security interest in assets titled or
located outside of the United States, Canada and the Netherlands or (ii) perfect
or make enforceable any security interest in any such assets, other than actions
required to be taken in the United Kingdom pursuant to <U>Section 8.15</U> to
create and perfect or make enforceable any security interest in the Dutch
Collection Account or the Dutch Dominion Account. </P>
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<P align=justify style="text-indent:5%">&#147;<U>Collection Accounts</U>&#148;
shall mean, collectively, the U.S. Collection Accounts, the Canadian Collection
Accounts and the Dutch Collection Accounts. </P>
<P align=justify style="text-indent:5%">&#147;<U>Commitment</U>&#148; shall mean,
with respect to any Lender, such Lender&#146;s Revolving Commitment, LC Commitment or
Swingline Commitment, or any Extended Revolving Commitment. </P>
<P align=justify style="text-indent:5%">&#147;<U>Commitment Adjustment
Date</U>&#148; shall have the meaning provided in <U>Section 2.20(a)</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>Commodity Exchange Act</U>&#148;
shall mean the Commodity Exchange Act (7 U.S.C. &#167; 1 <I>et seq</I>.), as amended
from time to time, and any successor statute. </P>
<P align=justify style="text-indent:5%">&#147;<U>Company</U>&#148; shall have the
meaning provided in the preamble hereto and shall include, if applicable, any
Successor Company. </P>
<P align=justify style="text-indent:5%">&#147;<U>Compliance Certificate</U>&#148;
shall mean a certificate of the Responsible Officer of the Company substantially
in the form of <U>Exhibit G</U> hereto or such other form as may be reasonably
satisfactory to the Administrative Agent. </P>
<P align=justify style="text-indent:5%">&#147;<U>Consolidated Cash Interest
Expense</U>&#148; shall mean &#147;Consolidated Interest Expense,&#148; but calculated
excluding (i) any non-cash interest or deferred financing costs, (ii) any
amortization or write-down of deferred financing fees, debt issuance costs
including original issue discount, discounted liabilities, commissions, fees and
expenses, (iii) any expensing of bridge, commitment and other financing fees,
(iv) penalties and interest related to Taxes, but including any cash costs
otherwise excluded by the definition thereof and (v) any capitalized interest or
payment in kind interest. </P>
<P align=justify style="text-indent:5%">&#147;<U>Consolidated Depreciation and
Amortization Expense</U>&#148; shall mean with respect to any Person for any period,
the total amount of depreciation and amortization expense of such Person,
including the amortization of intangible assets, deferred financing costs and
fees, debt issuance costs, commissions, fees and expenses of such Person and its
Restricted Subsidiaries for such period on a consolidated basis and otherwise
determined in accordance with GAAP.</P>
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<P align=justify style="text-indent:5%">&#147;<U>Consolidated EBITDA</U>&#148;
shall mean, with respect to any Person for any period, the Consolidated Net
Income of such Person for such period </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(1)&nbsp;&nbsp;&nbsp;
&nbsp;increased (without duplication) by the following, in each case (other than
clause (m)) to the extent deducted (and not added back) in determining
Consolidated Net Income for such period: </P>
<P align=justify style="margin-left:10%;text-indent:5%;">(a)&nbsp;&nbsp;&nbsp;
&nbsp;provision for taxes based on income or profits or capital, including,
without limitation, federal, state, provincial, franchise, excise and similar
taxes and foreign withholding taxes (including any future taxes or other levies
which replace or are intended to be in lieu of such taxes and any penalties and
interest related to such taxes or arising from tax examinations) and the net tax
expense associated with any adjustments made pursuant to clauses (1) through
(17) of the definition of the term &#147;Consolidated Net Income&#148;; <U>plus </U></P>
<P align=justify style="margin-left:10%;text-indent:5%;">(b)&nbsp;&nbsp;&nbsp;
&nbsp;Indenture Fixed Charges of such Person for such period (including (w) net
losses on Hedging Agreements or other derivative instruments entered into for
the purpose of hedging interest rate risk, net of interest income and gains with
respect to such obligations, (x) bank fees and other financing fees, (y) costs
of surety bonds in connection with financing activities and (z) amounts excluded
from Consolidated Interest Expense as set forth in clauses (1)(v) through (z) in
the definition thereof); <U>plus</U> </P>
<P align=justify style="margin-left:10%;text-indent:5%;">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Consolidated Depreciation and Amortization Expense of such Person for such
period; <U>plus</U> </P>
<P align=justify style="margin-left:10%;text-indent:5%;">(d)&nbsp;&nbsp;&nbsp; &nbsp;the
amount of any restructuring charges, accruals or reserves, equity-based or
non-cash compensation charges or expenses including any such charges or expenses
arising from grants of stock appreciation or similar rights, stock options,
restricted stock or other rights, retention charges (including charges or
expenses in respect of incentive plans), start-up or initial costs for any
project or new production line, division or new line of business or other
business optimization expenses or reserves including, without limitation, costs
or reserves associated with improvements to IT and accounting functions,
integration and facilities opening costs or any one-time costs incurred in
connection with acquisitions and Investments and costs related to the closure
and/or consolidation of facilities; <U>provided</U> that the aggregate amount
added pursuant to this clause (d), when taken together with the aggregate
amounts added pursuant to clause (m) below, for any Test Period shall not exceed
an amount equal to 20.0% of Consolidated EBITDA for such Test Period prior to
giving effect to any adjustments pursuant to this clause (d) and clause (m)
below; <U>plus</U> </P>
<P align=justify style="margin-left:10%;text-indent:5%;">(e)&nbsp;&nbsp;&nbsp;&nbsp; any
other non-cash charges (including (i) any write-offs or write-downs, (ii) losses
on sales, disposals or abandonment of, or any improvement charges or asset write
off related to, intangible assets, long-lived assets and investments in debt and
equity securities and (iii) all losses from investments) (<U>provided</U> that
if any such non-cash charges represent an accrual or reserve for potential cash
items in any future period, (A) the Company may elect not to add back such
non-cash charge in the current period and (B) to the extent the Company elects
to add back such non-cash charge, the cash payment in respect thereof in such
future period shall be subtracted from Consolidated EBITDA to such extent, and
excluding amortization of a prepaid cash item that was paid in a prior period);
<U>plus</U> </P>
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<P align=justify style="margin-left:10%;text-indent:5%;">(f)&nbsp;&nbsp;&nbsp; &nbsp;the
amount of any non-controlling or minority interest expense consisting of
Subsidiary income attributable to minority equity interests of third parties in
any non-Wholly Owned Subsidiary; <U>plus</U> </P>
<P align=justify style="margin-left:10%;text-indent:5%;">(g)&nbsp;&nbsp;&nbsp;&nbsp; any
costs or expense incurred by the Company or a Restricted Subsidiary pursuant to
any management equity plan or stock option plan or any other management or
employee benefit plan or agreement or any stock subscription or shareholder
agreement, to the extent that such cost or expenses are funded with cash
proceeds contributed to the capital of the Company or net cash proceeds of an
issuance of Equity Interest of the Company (other than Disqualified Stock);
<U>plus</U> </P>
<P align=justify style="margin-left:10%;text-indent:5%;">(h)&nbsp;&nbsp;&nbsp; cash receipts
(or any netting arrangements resulting in reduced cash expenditures) not
representing Consolidated EBITDA or Consolidated Net Income in any period to the
extent non-cash gains relating to such income were deducted in the calculation
of Consolidated EBITDA pursuant to clause (2) below for any previous period and
not added back; <U>plus</U> </P>
<P align=justify style="margin-left:10%;text-indent:5%;">(i)&nbsp;&nbsp; &nbsp;any net loss
from disposed, abandoned or discontinued operations; <U>plus</U> </P>
<P align=justify style="margin-left:10%;text-indent:5%;">(j)&nbsp;&nbsp;&nbsp; &nbsp;any (i)
salary, benefit and other direct savings resulting from workforce reductions by
such Person implemented or reasonably expected to be implemented within the 12
months following such period, (ii) severance or relocation costs or expenses of
such Person during such period and (iii) costs and expenses incurred after the
Closing Date related to employment of terminated employees incurred by such
Person during such period; <U>plus</U> </P>
<P align=justify style="margin-left:10%;text-indent:5%;">(k)&nbsp;&nbsp;&nbsp;&nbsp; any
proceeds from business interruption, casualty or liability insurance received by
such Person during such period, to the extent the associated losses arising out
of the event that resulted in the payment of such business interruption
insurance proceeds were included in computing Consolidated Net Income;
<U>plus</U> </P>
<P align=justify style="margin-left:10%;text-indent:5%;">(l)&nbsp;&nbsp;&nbsp;&nbsp; to the
extent actually reimbursed (and not otherwise included in arriving at
Consolidated Net Income), expenses incurred to the extent covered by
indemnification provisions in any agreement in connection with any acquisition
or merger involving the Company or any of its Subsidiaries; <U>plus</U> </P>
<P align=justify style="margin-left:10%;text-indent:5%;">(m)&nbsp;&nbsp;&nbsp;&nbsp; the
amount of net cost savings and synergies projected by the Company in good faith
to be realized as a result of specified actions taken or with respect to which
substantial steps have been taken (in the good faith determination of the
Company) and which are expected to be realized within 12 months of the date
thereof in connection with the Transactions, future acquisitions and cost
saving, restructuring and other similar initiatives (which cost savings shall be
added to Consolidated EBITDA until fully realized and calculated on a pro forma
basis as though such cost savings had been realized during such period from such
actions); <U>provided</U> that such cost savings are reasonably identifiable and
factually supportable; <U>provided</U> that the aggregate amount added back
pursuant to this clause (m), when taken together with the aggregate amounts
added pursuant to clause (d) above, for any Test Period shall not exceed an
amount equal to 20.0% of Consolidated EBITDA for such Test Period prior to
giving effect to any adjustments pursuant to this clause (m) and clause (d)
above; </P>
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<P align=justify style="margin-left:5%;text-indent:5%;">(2)&nbsp;&nbsp;&nbsp;
&nbsp;decreased (without duplication) by the following, in each case to the
extent included in determining Consolidated Net Income for such period: </P>
<P align=justify style="margin-left:10%;text-indent:5%;">(a)&nbsp;&nbsp;&nbsp;&nbsp; non-cash
gains increasing Consolidated Net Income of such Person for such period,
excluding any non-cash gains to the extent they represent the reversal of an
accrual or reserve for a potential cash item that reduced Consolidated EBITDA in
any prior period; <U>plus</U> </P>
<P align=justify style="margin-left:10%;text-indent:5%;">(b)&nbsp;&nbsp;&nbsp;&nbsp; any
non-cash gains with respect to cash actually received in a prior period unless
such cash did not increase Consolidated EBITDA in such prior period; <U>plus
</U> </P>
<P align=justify style="margin-left:10%;text-indent:5%;">(c)&nbsp;&nbsp;&nbsp;&nbsp; any net income from disposed or discontinued operations. </P>
<P align=justify style="text-indent:5%">&#147;<U>Consolidated Fixed Charge
Coverage Ratio</U>&#148; shall mean, as of any date of determination, the ratio of
(a) Consolidated EBITDA for the Test Period most recently completed on or prior
to such date of determination <U>minus</U> the sum of (i) the aggregate amount
of all Capital Expenditures made by the Company and its Restricted Subsidiaries
during such Test Period (other than Capital Expenditures to the extent financed
with net cash proceeds received by the Company or any of its Restricted
Subsidiaries from issuances of Equity Interests, net cash proceeds received by
the Company or any of its Restricted Subsidiaries from dispositions or Casualty
Events, or net cash proceeds received by the Company or any of its Restricted
Subsidiaries from the incurrence of long-term Indebtedness, but including
Capital Expenditures to the extent financed with proceeds of Loans) <U>plus</U>
(ii) the amount of all cash payments made during such Test Period made by
Company and its Restricted Subsidiaries in respect of income taxes (net of cash
income tax refunds received during such Test Period) (excluding such cash
payments related to asset sales not in the ordinary course of business) to (b)
Consolidated Fixed Charges for such Test Period. </P>
<P align=justify style="text-indent:5%">&#147;<U>Consolidated Fixed
Charges</U>&#148; shall mean, as of any date of determination, the sum determined on
a consolidated basis of (a) Consolidated Cash Interest Expense of the Company
and its Restricted Subsidiaries for the Test Period most recently completed on
or prior to such date of determination <U>plus</U> (b) the scheduled principal
payments made during such Test Period on all Indebtedness for borrowed money and
Capital Lease Obligations of the Company and its Restricted Subsidiaries (other
than payments by the Company or any of its Restricted Subsidiaries to the
Company or to any other Restricted Subsidiary) due and payable in cash during
such Test Period <U>plus</U> (c) the aggregate amount of all regularly scheduled
Restricted Payments paid in cash by the Company with respect to its Equity
Interests during such Test Period and (except solely for purposes of calculating
the Consolidated Fixed Charge Coverage Ratio in connection with <U>Section
9.12</U>) all other Restricted Payments made in cash during such period in
reliance on <U>Section 9.03(b)(ix)</U>, <U>Section 9.03(b)(x)</U> to the extent
such Restricted Payments are made in reliance of clause (c) of the definition of
the &#147;Available Equity Amount Basket&#148; or <U>Section 9.03(b)(xi)</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>Consolidated Interest
Expense</U>&#148; shall mean, with respect to any Person for any period, without
duplication, the sum of: </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(1)&nbsp;&nbsp;&nbsp;&nbsp;
consolidated interest expense in respect of Indebtedness of such Person and its
Restricted Subsidiaries for such period, to the extent such expense was deducted
(and not added back) in computing Consolidated Net Income (including (a)
amortization of original issue discount resulting from the issuance of
Indebtedness at less than par, (b) all commissions, discounts and other fees and
charges owed with respect to letters of credit or bankers acceptances, (c)
non-cash interest charges (but excluding any non-cash interest expense
attributable to the movement in the mark to market valuation of Hedging
Obligations or other derivative instruments pursuant to GAAP), (d) the interest
component of Capitalized Lease Obligations, (e) net payments, if any, made (less net payments, if any,
received), pursuant to interest rate Hedging Agreements with respect to
Indebtedness, and excluding (v) any expense resulting from the discounting of
any Indebtedness in connection with the application of recapitalization
accounting or, if applicable, purchase accounting in connection with any
acquisition, (w) penalties and interest relating to taxes, (x) any &#147;additional
interest&#148; or &#147;liquidated damages&#148; with respect to other securities for failure
to timely comply with registration rights obligations, (y) amortization of
deferred financing fees, debt issuance costs, commissions, fees and expenses and
discounted liabilities and (z) any accretion of accrued interest on discounted
liabilities); <U>plus </U></P>
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<P align=justify style="margin-left:5%;text-indent:5%;">(2)&nbsp;&nbsp;&nbsp;
&nbsp;consolidated capitalized interest of such Person and its Restricted
Subsidiaries for such period, whether paid or accrued; <U>less</U> </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(3)&nbsp;&nbsp;&nbsp; &nbsp;interest
income of such Person and its Restricted Subsidiaries for such period. </P>
<P align=justify style="text-indent:5%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For
purposes of this definition, interest on a Capitalized Lease Obligation shall be
deemed to accrue at an interest rate reasonably determined by such Person to be
the rate of interest implicit in such Capitalized Lease Obligation in accordance
with GAAP.</P>
<P align=justify style="text-indent:5%">&#147;<U>Consolidated Net Income</U>&#148;
shall mean, with respect to any Person for any period, the aggregate of the Net
Income of such Person and its Restricted Subsidiaries for such period, on a
consolidated basis, and otherwise determined in accordance with GAAP;
<U>provided</U> that, without duplication, </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(1)&nbsp;&nbsp;&nbsp; &nbsp;any net
after-tax effect of extraordinary, non-recurring or unusual gains, losses or
charges (including all fees and expenses relating thereto and including relating
to any multi-year strategic initiatives), including, without limitation,
expenses incurred in connection with the Transactions, any expenses relating to
severance, relocation costs, integration costs, transition costs, preopening,
opening, consolidation and closing costs for facilities, one-time compensation
costs, signing, retention and completion bonuses, costs incurred in connection
with any strategic initiatives, costs incurred in connection with acquisitions,
other business optimization expenses (including costs and expenses relating to
business optimization programs and new systems design, retention charges, system
establishment costs and implementation costs) and operating expenses
attributable to the implementation of cost-savings initiatives, restructuring
and duplicative running costs and curtailments or modifications to pension and
post-retirement employee benefit plans shall be excluded; </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(2)&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;the cumulative effect of a change in accounting principles and changes as
a result of the adoption or modification of accounting policies during such
period shall be excluded; </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(3)&nbsp;&nbsp;&nbsp;&nbsp; any net
after-tax effect of gains or losses (less all fees, expenses and charges
relating thereto) attributable to asset dispositions or abandonments (including
any disposal of abandoned or discontinued operations) or the sale or other
disposition of any Capital Stock of any Person other than in the ordinary course
of business as determined in good faith by the Company shall be excluded; </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(4)&nbsp;&nbsp;&nbsp; &nbsp;the Net
Income for such period of any Person that is an Unrestricted Subsidiary or any
Person that is not a Subsidiary or that is accounted for by the equity method of
accounting shall be excluded; <U>provided</U> that Consolidated Net Income of
the Company shall be increased by the amount of dividends or distributions or
other payments that are actually paid in Investment Cash Equivalents (or to the
extent converted into Investment Cash Equivalents) to the Company or a
Restricted Subsidiary thereof in respect of such period and the net losses of
any such Person shall only be included to the extent funded with cash from the
Company or any Restricted Subsidiary; </P>
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<P align=justify style="margin-left:5%;text-indent:5%;">(5)&nbsp;&nbsp;&nbsp;
&nbsp;effects of adjustments (including the effects of such adjustments pushed
down to the Company and the Restricted Subsidiaries) in the inventory (including
any impact of changes to inventory valuation policy methods, including changes
in capitalization of variances), property and equipment, software, goodwill,
other intangible assets, in-process research and development, deferred revenue,
debt line items and other noncash charges in such Person&#146;s consolidated
financial statements pursuant to GAAP resulting from the application of
recapitalization accounting or, if applicable, purchase accounting in relation
to any consummated acquisition or joint venture investment or the amortization
or write-off or write-down of any amounts thereof, net of taxes, shall be
excluded; </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(6)&nbsp;&nbsp;&nbsp;&nbsp; any
net after-tax effect of income (loss) from the early extinguishment or
conversion of (a) Indebtedness, (b) Hedging Obligations or (c) other derivative
instruments shall be excluded; </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(7)&nbsp;&nbsp;&nbsp;&nbsp; any
impairment charge or asset write-off or write-down, including impairment charges
or asset write-offs or write-downs related to intangible assets, goodwill,
long-lived assets, investments in debt and equity securities and investments
recorded using the equity method or as a result of a change in law, in each
case, pursuant to GAAP, and the amortization of intangibles arising pursuant to
GAAP shall be excluded; </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(8)&nbsp;&nbsp;&nbsp; &nbsp;any
non-cash compensation charge or expense, including any such charge or expense
arising from the grants of stock appreciation or similar rights, stock options,
restricted stock, profit interests or other rights or equity or equity-based
incentive programs (&#147;<U>equity incentives</U>&#148;) shall be excluded and any cash
charges associated with the equity incentives or other long-term incentive
compensation plans, rollover, acceleration, or payout of Equity Interests by
management, other employees or business partners of the Company, shall be
excluded; </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(9)&nbsp;&nbsp;&nbsp;&nbsp; any
fees, expenses or charges incurred during such period, or any amortization
thereof for such period, in connection with any acquisition, recapitalization,
Investment, asset sale, disposition, incurrence or repayment of Indebtedness
(including such fees, expenses or charges related to any Indebtedness, the
offering and issuance of the Second Lien Notes and other securities and the
syndication and incurrence of any debt facilities or other financing
arrangements (including, without limitation, commercial paper facilities or
indentures) providing for revolving credit loans, term loans, letters of credit
or other long term indebtedness), issuance of Equity Interests, refinancing
transaction or amendment or modification of any debt instrument (including any
amendment or other modification of this Agreement or the Second Lien Notes
Indenture) and including, in each case, any such transaction consummated on or
prior to the Closing Date and any such transaction undertaken but not completed,
and any charges or non-recurring merger costs incurred during such period as a
result of any such transaction, in each case whether or not successful or
consummated (including, for the avoidance of doubt the effects of expensing all
transaction related expenses in accordance with Financial Accounting Standards
Board Accounting Standards Codification Topic No. 805, Business Combinations),
shall be excluded; </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(10)&nbsp;&nbsp;&nbsp;&nbsp;
accruals and reserves that are established or adjusted twelve months after the
closing of any acquisition that are so required to be established as a result of
such acquisition in accordance with GAAP or changes as a result of modifications
of accounting policies shall be excluded;</P>
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<P align=justify style="margin-left:5%;text-indent:5%;">(11)&nbsp;&nbsp;&nbsp; &nbsp;any
expenses, charges or losses to the extent covered by insurance or indemnity and
actually reimbursed, or, so long as such Person has made a determination that
there exists reasonable evidence that such amount will in fact be reimbursed by
the insurer or indemnifying party and only to the extent that such amount is in
fact reimbursed within 365 days of the date of the insurable or indemnifiable
event (net of any amount so added back in any prior period to the extent not so
reimbursed within the applicable 365-day period), shall be excluded; </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(12)&nbsp;&nbsp;&nbsp; &nbsp;any
noncash compensation expense resulting from the application of Accounting
Standards Codification Topic No. 718, Compensation&#151;Stock Compensation, shall be
excluded; </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(13)&nbsp;&nbsp;&nbsp; &nbsp;any net
unrealized gain or loss (after any offset) resulting in such period from Hedging
Obligations and the application of FASB Accounting Standards Codification 815
shall be excluded; </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(14)&nbsp;&nbsp;&nbsp;&nbsp; any net
unrealized gain or loss (after any offset) resulting in such period from
currency translation and transaction gains or losses including those related to
currency remeasurements of Indebtedness (including any net loss or gain
resulting from Hedging Obligations for currency exchange risk) and any other
monetary assets and liabilities and any other foreign currency translation gains
and losses, to the extent such gain or losses are non-cash items, shall be
excluded; </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(15)&nbsp;&nbsp;&nbsp;&nbsp; any
adjustments resulting for the application of Accounting Standards Codification
Topic No. 460, Guaranty, or any comparable regulation, shall be excluded; </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(16)&nbsp;&nbsp;&nbsp; &nbsp;effects
of adjustments to accruals and reserves during a prior period relating to any
change in the methodology of calculating reserves for returns, rebates and other
chargebacks, shall be excluded; and </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(17)&nbsp;&nbsp;&nbsp;&nbsp;
earn-out and contingent consideration obligations (including to the extent
accounted for as bonuses or otherwise) and adjustments thereof and purchase
price adjustments, shall be excluded.</P>
<P align=justify style="text-indent:5%">In addition, to the extent not
already included in the Consolidated Net Income of such Person and its
Restricted Subsidiaries, notwithstanding anything to the contrary in the
foregoing, Consolidated Net Income shall include the amount of proceeds received
from business interruption insurance and reimbursements of any expenses and
charges that are covered by indemnification or other reimbursement provisions in
connection with any acquisition, Investment or any sale, conveyance, transfer or
other disposition of assets permitted under this Agreement.</P>
<P align=justify style="text-indent:5%">&#147;<U>Consolidated Secured Leverage
Ratio</U>&#148; shall mean, as of any date of determination, the ratio of (a) all
Indebtedness of the Company and the Restricted Subsidiaries that is secured by a
Lien on any assets of the Company and the Restricted Subsidiaries as of the last
day of the Test Period most recently completed on or prior to such date of
determination <U>minus</U> Investment Cash Equivalents (in each case, free and
clear of all Liens, other than Permitted Liens) included on the consolidated
balance sheet of the Company as of the end of such Test Period to (b)
Consolidated EBITDA of the Company and the Restricted Subsidiaries for such Test
Period, in each case (i) with such pro forma adjustments to Investment Cash
Equivalents and Consolidated EBITDA and (ii) giving pro forma effect to the
incurrence of any Indebtedness that is incurred at the time of or in connection
with the event giving rise to the measurement of the Consolidated Secured
Leverage Ratio. </P>
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<P align=justify style="text-indent:5%">&#147;<U>Consolidated Total
Assets</U>&#148; shall mean, as at any date of determination, the total assets of the
Company and the Restricted Subsidiaries determined on a consolidated basis in
accordance with GAAP, as shown on the most recent balance sheet of the Company
or such other Person as of the last day of the Test Period most recently
completed on or prior to such date of determination. </P>
<P align=justify style="text-indent:5%">&#147;<U>Contingent Obligation</U>&#148;
shall mean, with respect to any Person, any obligation of such Person
guaranteeing any leases, dividends or other obligations that do not constitute
Indebtedness (&#147;<U>primary</U> <U>obligations</U>&#148;) of any other Person (the
&#147;<U>primary obligor</U>&#148;) in any manner, whether directly or indirectly,
including, without limitation, any obligation of such Person, whether or not
contingent: (a) to purchase any such primary obligation or any property
constituting direct or indirect security therefor; (b) to advance or supply
funds (i) for the purchase or payment of any such primary obligation or (ii) to
maintain working capital or equity capital of the primary obligor or otherwise
to maintain the net worth or solvency of the primary obligor; or (c) to purchase
property, securities or services primarily for the purpose of assuring the owner
of any such primary obligation of the ability of the primary obligor to make
payment of such primary obligation against loss in respect thereof. The amount
of any Contingent Obligation shall be deemed to be an amount equal to the stated
or determinable amount of the primary obligation in respect of which such
Contingent Obligation is made or, if not stated or determinable, the maximum
reasonably anticipated liability in respect thereof (assuming such Person is
required to perform thereunder) as determined by such Person in good faith. </P>
<P align=justify style="text-indent:5%">&#147;<U>Contract Period</U>&#148; shall
mean the term of any B/A Equivalent Loan which shall be of one, two, three or
six months, as selected by the applicable Canadian Borrower in accordance with
<U>Section 2.03</U> or <U>Section 2.08</U>, (i) initially, commencing on the
date of such B/A Equivalent Loan and (ii) thereafter, commencing on the day on
which the immediately preceding Contract Period expires; <U>provided</U> that
(a) if a Contract Period would otherwise expire on a day that is not a Business
Day, such Contract Period shall expire on the next succeeding Business Day
unless no further Business Day occurs in such month, in which case such Contract
Period shall expire on the immediately preceding Business Day; (b) any Contract
Period that begins on the last Business Day of a calendar month (or on a day for
which there is no numerically corresponding day in the calendar month at the end
of such Contract Period) shall, subject to clause (c) of this definition, end on
the last Business Day of a calendar month; and (c) no Contract Period with
respect to any portion of a B/A Equivalent Loan shall extend beyond the Maturity
Date. </P>
<P align=justify style="text-indent:5%">&#147;<U>Contractual Obligation</U>&#148;
shall mean an obligation under any Contractual Requirement. </P>
<P align=justify style="text-indent:5%">&#147;<U>Contractual Requirement</U>&#148;
shall have the meaning provided in <U>Section 7.03</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>Corrective Extension
Amendment</U>&#148; shall have the meaning provided in <U>Section 2.19(e)</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>Cost</U>&#148; shall mean, with
respect to any Inventory or Equipment, the cost of purchase of such Inventory or
Equipment determined according to accounting policies used in the preparation of
the Company&#146;s Section 8.01 Financials and valued on a first in, first out basis.
</P>
<P align=justify style="text-indent:5%">&#147;<U>Co-Syndication Agents</U>&#148;
shall mean Rabobank Nederland, Canadian Branch and Bank of Montreal, in their
respective capacities as co-syndication agents, as applicable, under this
Agreement. </P>
<P align=justify style="text-indent:5%">&#147;<U>Credit Documents</U>&#148; shall
mean this Agreement and, after the execution and delivery thereof pursuant to
the terms of this Agreement, each Note, each Security Document, any
intercreditor agreement contemplated by this Agreement (including the
Intercreditor Agreement), each Incremental Revolving Commitment Agreement and
each Extension Agreement. </P>
<P align=justify style="text-indent:5%">&#147;<U>Credit Event</U>&#148; shall mean
the making of any Loan, including any Swingline Loan. </P>
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<P align=justify style="text-indent:5%">&#147;<U>Credit Extension</U>&#148; shall
mean, as the context may require, (i) a Credit Event or (ii) a LC Credit
Extension; <U>provided</U> that &#147;Credit Extensions&#148; shall not include
conversions and continuations of outstanding Loans. </P>
<P align=justify style="text-indent:5%">&#147;<U>Credit Parties</U>&#148; shall
mean the U.S. Credit Parties, the Canadian Credit Parties and the Dutch Credit
Parties, as the context requires. </P>
<P align=justify style="text-indent:5%">&#147;<U>Credit Party Guarantee</U>&#148;
shall mean the guarantee of each Credit Party pursuant to <U>Section 13</U>.
</P>
<P align=justify style="text-indent:5%">&#147;<U>CRR</U>&#148; shall mean (a)
Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26
June 2013 on prudential requirements for credit institutions and investment
firms and (b) Directive 2013/36/EU of the European Parliament and of the Council
of 26 June 2013 on access to the activity of credit institutions and the
prudential supervision of credit institutions and investment firms. </P>
<P align=justify style="text-indent:5%">&#147;<U>Data Protection
Directive</U>&#148; shall mean Directive 95/46/EC of the European Parliament and of
the Council of 24 October 1995 on the protection of individuals with regard to
the processing of personal data and on the free movement of such data. </P>
<P align=justify style="text-indent:5%"> &#147;<U>Debtor Relief Laws</U>&#148;
shall mean the Bankruptcy Code of the United States, BIA, CCAA and WURA and any
other liquidation, conservatorship, bankruptcy, assignment for the benefit of
creditors, moratorium, rearrangement, receivership, insolvency, reorganization,
or similar debtor relief laws of the United States, Canada, the Netherlands or
other applicable jurisdictions from time to time in effect and affecting the
rights of creditors generally. </P>
<P align=justify style="text-indent:5%">&#147;<U>Default</U>&#148; shall mean any
event, act or condition which with notice or lapse of time, or both, would
constitute an Event of Default. </P>
<P align=justify style="text-indent:5%">&#147;<U>Defaulting Lender</U>&#148; shall
mean any Lender that (a) has failed to comply with its funding obligations
hereunder, and such failure is not cured within two Business Days; (b) has
notified the Administrative Agent or any Borrower that such Lender does not
intend to comply with its funding obligations hereunder or under any other
credit facility, or has made a public statement to that effect; (c) has failed,
within three Business Days following request by the Administrative Agent or any
Borrower, to confirm in a manner reasonably satisfactory to the Administrative
Agent and Company that such Lender will comply with its funding obligations
hereunder; or (d) has, or has a direct or indirect parent company that has, (i)
become the subject of an insolvency proceeding, (ii) had appointed for it a
receiver, custodian, conservator, trustee, administrator, assignee for the
benefit of creditors or similar Person charged with reorganization or
liquidation of its business or assets, including the Federal Deposit Insurance
Corporation or any other state, provincial, federal or foreign regulatory
authority acting in such a capacity, or (iii) become the subject of a Bail-In
Action; <U>provided</U>, <U>however</U>, that a Lender shall not be a Defaulting
Lender solely by virtue of a Governmental Authority&#146;s ownership of an Equity
Interest in such Lender or parent company unless the ownership provides immunity
for such Lender from jurisdiction of courts within the United States or from
enforcement of judgments or writs of attachment on its assets, or permits such
Lender or Governmental Authority to repudiate or otherwise to reject such
Lender&#146;s agreements. </P>
<P align=justify style="text-indent:5%">&#147;<U>Deposit Account Control
Agreement</U>&#148; shall mean a Deposit Account blocked control agreement to be
executed by each institution maintaining a Deposit Account (other than an
Excluded Account) for a Borrower or any other Credit Party, in each case as
required by, and in accordance with the terms of, <U>Section 8.15</U> and in
form and substance reasonably satisfactory to the Administrative Agent. </P>
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<P align=justify style="text-indent:5%">&#147;<U>Designated Jurisdiction</U>&#148;
shall mean any country or territory to the extent that such country or territory
itself is the subject of comprehensive country- or territory-wide Sanctions.
</P>
<P align=justify style="text-indent:5%">&#147;<U>Designated Non-Cash
Consideration</U>&#148; shall mean the Fair Market Value, as set forth in an
officer&#146;s certificate of a Responsible Officer, of non-cash consideration
received by the Company or any of the Restricted Subsidiaries in connection with
an Asset Sale, less the amount of Investment Cash Equivalents received in
connection with a subsequent sale, redemption or repurchase of or collection or
payment on such Designated Non-Cash Consideration; <U>provided</U><I> </I>that
such disposition is in compliance with <U>Section 9.02</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>Designated Preferred
Stock</U>&#148; shall mean Preferred Stock of the Company or any direct or indirect
parent company thereof (in each case other than Disqualified Stock) that is
issued for cash (other than to a Restricted Subsidiary or an employee stock
ownership plan or trust established by the Company or any of its Subsidiaries)
and is so designated as Designated Preferred Stock, pursuant to an officer&#146;s
certificate executed by Responsible Officer of the Company or the applicable
parent company thereof, as the case may be, on the issuance date thereof. </P>
<P align=justify style="text-indent:5%">&#147;<U>Dilution Factors</U>&#148; shall
mean, without duplication, with respect to any period, the aggregate amount of
all bad debt write-downs, discounts, credits, returns, rebates, and other
dilutive items. </P>
<P align=justify style="text-indent:5%">&#147;<U>Dilution Ratio</U>&#148; shall
mean, at any date, as to the Accounts owned by any Person, the amount (expressed
as a percentage) that is the result of dividing (a) the Dollar Equivalent of the
applicable Dilution Factors for the twelve most recently ended fiscal months
with respect to such Person&#146;s Accounts, by (b) the Dollar Equivalent of such
Person&#146;s total gross sales with respect to their Accounts for the twelve most
recently ended fiscal months. </P>
<P align=justify style="text-indent:5%">&#147;<U>Dilution Reserve</U>&#148; shall
mean, (i) in the case of the Canadian Borrowing Base, the Canadian Dilution
Reserve, (ii) in the case of the U.S. Tranche A Borrowing Base and the U.S.
Tranche B Borrowing Base, the U.S. Dilution Reserve and (iii) in the case of the
Dutch Borrowing Base, the Dutch Dilution Reserve. </P>
<P align=justify style="text-indent:5%">&#147;<U>Disqualified Stock</U>&#148; shall
mean, with respect to any Person, any Capital Stock of such Person which, by its
terms, or by the terms of any security into which it is convertible or for which
it is puttable or exchangeable, or upon the happening of any event, matures or
is mandatorily redeemable (other than solely as a result of a change of control
or asset sale) pursuant to a sinking fund obligation or otherwise, or is
redeemable at the option of the holder thereof (other than solely as a result of
a change of control or asset sale), in whole or in part, in each case prior to
the date 91 days after the earlier of the Maturity Date or the date the
Obligations are paid in full; <U>provided</U>, that if such Capital Stock is
issued to any plan for the benefit of employees of the Company or its
Subsidiaries or by any such plan to such employees, such Capital Stock shall not
constitute Disqualified Stock solely because it may be required to be
repurchased by the Company or its Subsidiaries in order to satisfy applicable
statutory or regulatory obligations; <U>provided</U>, <U>further</U>, that any
Capital Stock held by any future, current or former employee, director, officer,
manager or consultant of the Company, any of its Subsidiaries, or any other
entity in which the Company or a Restricted Subsidiary has an Investment and is
designated in good faith as an &#147;affiliate&#148; by the board of directors of the
Company (or the compensation committee thereof), in each case pursuant to any
stock subscription or shareholders&#146; agreement, management equity plan or stock
option plan or any other management or employee benefit plan or agreement shall
not constitute Disqualified Stock solely because it may be required to be
repurchased by the Company or its Subsidiaries or in order to satisfy applicable
statutory or regulatory obligations. </P>
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<P align=justify style="text-indent:5%">&#147;<U>Distribution Conditions</U>&#148;
shall mean, with respect to any Restricted Payment or Restricted Junior Debt
Prepayment, the following: </P>
<P align=justify style="text-indent:5%">(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;as
of the date of any such Restricted Payment or Restricted Junior Debt Prepayment,
and after giving effect thereto, no Event of Default shall exist or have
occurred and be continuing, </P>
<P align=justify style="text-indent:5%">(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;as
of the date of any such Restricted Payment, and after giving effect thereto, the
Total Excess Availability on such date, and during the immediately preceding 30
consecutive day period (assuming such Restricted Payment occurred on the first
day of such 30 consecutive day period) shall have been not less than the greater
of (x) 15.0 % of the Line Cap and (y) $30,000,000, </P>
<P align=justify style="text-indent:5%">(iii)&nbsp;&nbsp;&nbsp;&nbsp; as
of the date of any such Restricted Junior Debt Prepayment, and after giving
effect thereto, the Total Excess Availability on such date, and during the
immediately preceding 30 consecutive day period (assuming such Restricted Junior
Debt Prepayment occurred on the first day of such 30 consecutive day period)
shall have been not less than the greater of (x) 15.0 % of the Line Cap and (y)
either (I) $30,000,000 or, if any U.S. Tranche B Revolving Loans remain
outstanding as of the date of such Restricted Junior Debt Prepayment (II)
$35,000,000, (iv) the Consolidated Fixed Charge Coverage Ratio, calculated on a
pro forma basis for such Restricted Payment shall be no less than 1.0 to 1.0;
<U>provided</U> that this clause </P>
<P align=justify style="text-indent:5%">(iv)&nbsp;&nbsp;&nbsp;&nbsp;
shall not apply if, as of the date of any such Restricted Payment, and after
giving effect thereto, the Total Excess Availability on such date, and during
the immediately preceding 30 consecutive day period (assuming such Restricted
Payment occurred on the first day of such 30 consecutive day period) shall have
been not less than the greater of (x) 20.0% of the Line Cap and (y) $40,000,000,
</P>
<P align=justify style="text-indent:5%">(v)&nbsp;&nbsp;&nbsp;&nbsp; the
Consolidated Fixed Charge Coverage Ratio, calculated on a pro forma basis for
such Restricted Junior Debt Prepayment shall be no less than 1.0 to 1.0;
<U>provided</U> that this clause </P>
<P align=justify style="text-indent:5%">(v)&nbsp;&nbsp;&nbsp;&nbsp; shall
not apply if, as of the date of any such Restricted Junior Debt Prepayment, and
after giving effect thereto, the Total Excess Availability on such date, and
during the immediately preceding 30 consecutive day period (assuming such
Restricted Junior Debt Prepayment occurred on the first day of such 30
consecutive day period) shall have been not less than the greater of (x) 20.0%
of the Line Cap and (y) either (I) $40,000,000 or, if any U.S. Tranche B
Revolving Loans remain outstanding as of the date of such Restricted Junior Debt
Prepayment, (II) $45,000,000, and </P>
<P align=justify style="text-indent:5%">(vi)&nbsp;&nbsp;&nbsp; &nbsp;for
any Restricted Payment and/or Restricted Junior Debt Prepayment exceeding
$15,000,000 in the aggregate, the Administrative Agent shall have received a
certificate of a Responsible Officer of the Company certifying as to compliance
with the preceding clauses (other than with respect to the portion of any 30
consecutive day period prior to the date of such Restricted Payment and/or
Restricted Junior Debt Prepayment that has not occurred as of the date such
certificate is delivered) and demonstrating (in reasonable detail) the
calculations required thereby, in form and substance reasonably satisfactory to
the Administrative Agent, not less than two (2) Business Days prior to the date
of such Restricted Payment and/or Restricted Junior Debt Prepayment (or such
shorter period as may be agreed upon in writing by the Administrative Agent).
</P>
<P align=justify style="text-indent:5%">&#147;<U>DMLTFPA</U>&#148; shall mean the
Dutch Money Laundering and Terrorism Financing Prevention Act (<I>Wet ter
voorkoming van witwassen en financieren van terrorisme</I>).</P>
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<P align=justify style="text-indent:5%">&#147;<U>Documentation Agent</U>&#148;
shall mean JPMorgan Chase Bank, N.A., in its capacity as documentation agent
under this Agreement. </P>
<P align=justify style="text-indent:5%">&#147;<U>Dodd-Frank and Basel III</U>&#148;
shall have the meaning provided in <U>Section 3.01(d)</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>Dollar Equivalent</U>&#148; shall
mean, at any time, (a) with respect to any amount denominated in Dollars, such
amount, and (b) with respect to any amount denominated in any other currency,
the equivalent amount thereof in Dollars as determined at such time on the basis
of the Spot Rate for the purchase of Dollars with such currency at such
time.</P>
<P align=justify style="text-indent:5%">&#147;<U>Domestic Restricted
Subsidiary</U>&#148; shall mean any Domestic Subsidiary that is a Restricted
Subsidiary. </P>
<P align=justify style="text-indent:5%">&#147;<U>Domestic Subsidiary</U>&#148;
shall mean any Subsidiary of the Company organized under the laws of the United
States, any state thereof or the District of Columbia. </P>
<P align=justify style="text-indent:5%">&#147;<U>Dominion Account</U>&#148; shall
have the meaning provided in <U>Section 8.15(c)(i)</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>Dutch Administrative
Agent</U>&#148; shall have the meaning provided in the preamble hereto and any
successor thereto appointed pursuant to <U>Section 11.09</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>Dutch Borrowers</U>&#148; shall
mean the Dutch Parent Borrower and each Dutch Subsidiary of the Company that
executes a counterpart hereto and to any other applicable Credit Document to
become a Borrower, whether on the Closing Date or after the Closing Date in
accordance with <U>Section 2.21</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>Dutch Borrowing Base</U>&#148;
shall mean, at the time of any determination, an amount equal to the sum of the
Dollar Equivalent, without duplication, of </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(a)&nbsp;&nbsp;&nbsp; &nbsp;(I) 85%
of the aggregate Outstanding Balance of Eligible Dutch Accounts of the Dutch
Borrowers (other than Eligible Insured and Letter of Credit Backed Accounts) at
such time <U>plus</U> (II) 90% of the aggregate Outstanding Balance of Eligible
Insured and Letter of Credit Backed Accounts of the Dutch Borrowers at such
time; <U>plus </U></P>
<P align=justify style="margin-left:5%;text-indent:5%;">(b)&nbsp;&nbsp;&nbsp; &nbsp;the
lesser of (i) 70% of the lesser of the Cost or Fair Market Value of Eligible
Dutch Inventory at such time and (ii) 85% of the Net Orderly Liquidation Value
of Eligible Dutch Inventory at such time; <U>plus </U></P>
<P align=justify style="margin-left:5%;text-indent:5%;">(c)&nbsp;&nbsp;&nbsp;&nbsp; if a
Borrowing Base Reallocation Notice is delivered by the Company, a portion of the
positive amount, if any, by which the Canadian Borrowing Base and/or U.S.
Tranche A Borrowing Base exceed the total Canadian Revolving Exposure and/or
U.S. Tranche A Revolving Exposure of all Lenders on the date of such delivery,
may be reallocated to the Dutch Borrowing Base (subject to the North American
Minimum Requirement); <U>provided</U> that a Borrowing Base Reallocation Notice
may only be delivered once in any calendar month, and shall set forth the
requested reallocation of available Borrowing Base among Subfacilities, and
which reallocation shall become effective upon confirmation by the
Administrative Agent that such reallocation would not cause the Revolving
Exposure under any Subfacility to exceed the Borrowing Base for the applicable
Subfacility, and which reallocation shall remain effective thereafter until such
time, if any, as a new Borrowing Base Reallocation Notice is received and has
become effective; <U>minus</U></P>
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<P align=justify style="margin-left:5%;text-indent:5%;">(d)&nbsp;&nbsp;&nbsp;&nbsp; the
portion of the Dutch Borrowing Base, if any, that is reallocated to the Canadian
Borrowing Base, and/or the U.S. Tranche A Borrowing Base pursuant to clause (e)
of each of the definitions of Canadian Borrowing Base and U.S. Tranche A
Borrowing Base; <U>minus</U> </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(e)&nbsp;&nbsp;&nbsp; &nbsp;any
Reserves established or modified from time to time by the Administrative Agent
in with the exercise of its Permitted Discretion in accordance with the
provisions of <U>Section 2.22</U>; </P>
<P align=justify>The Dutch Borrowing Base at any time shall be
  determined by reference to the most recent Borrowing Base Certificate delivered
  to the Administrative Agent pursuant to <U>Section 8.15(a)</U>, adjusted as
  necessary (pending the delivery of a new Borrowing Base Certificate) to reflect
  the impact of any Significant Asset Sale or the acquisition of any assets in a
  Permitted Acquisition or similar Investment (or any event or circumstance which,
  pursuant to the eligibility rules set forth in the definitions of Eligible
  Account, Eligible Inventory or Eligible Insured and Letter of Credit Backed
  Accounts, renders any such Account or Inventory eligible or ineligible for
  inclusion in the Dutch Borrowing Base after delivery of the most recent
  Borrowing Base Certificate). The Administrative Agent shall have the right (but
  no obligation) to review the computations in any Borrowing Base Certificate and
  if such computations have not been calculated in accordance with the terms of
  this Agreement, the Administrative Agent shall have the right, in consultation
  with the Company, to correct any such errors in such manner as it shall
  reasonably determine and the Administrative Agent will notify the Company in
  writing promptly after making any such correction. </P>
<P align=justify style="text-indent:5%">&#147;<U>Dutch Collateral</U>&#148; shall
mean all the &#147;Collateral&#148; (or equivalent term) as defined in each Dutch Security
Agreement and all other property (whether real, personal or otherwise) with
respect to which any security interests have been granted (or purported to be
granted) by any Dutch Credit Parties pursuant to any Dutch Security Document.
</P>
<P align=justify style="text-indent:5%">&#147;<U>Dutch Collection Account</U>&#148;
shall have the meaning provided in Section 8.15(c)(iv) .</P>
<P align=justify style="text-indent:5%">&#147;<U>Dutch Credit Party</U>&#148; shall
mean the Dutch Borrowers and each Dutch Subsidiary Guarantor. &#147;<U>Dutch Dilution
Reserve</U>&#148; shall mean, at any date, (i) the amount by which the consolidated
Dilution Ratio of Eligible Dutch Accounts exceeds five percent (5%) multiplied
by (ii) the Eligible Dutch Accounts on such date. </P>
<P align=justify style="text-indent:5%">&#147;<U>Dutch Dominion Account</U>&#148;
shall have the meaning provided in <U>Section 8.15(c)(i)</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>Dutch Issuing Bank</U>&#148; shall
mean, as the context may require, (a) BANA (acting through its London branch) or
any Affiliates or branches of BANA with respect to Dutch Letters of Credit
issued by it; (b) any other Lender that may become an Issuing Bank pursuant to
<U>Sections 2.13(i)</U> and <U>2.13(k)</U>, with respect to Dutch Letters of
Credit issued by such Lender; (c) with respect to any Existing Letter of Credit
set forth on Part B of Schedule 1.01B, the Lender which is the issuer of such
Existing Letter of Credit; or (d) collectively, all of the foregoing. </P>
<P align=justify style="text-indent:5%">&#147;<U>Dutch Labour Standards
Acts</U>&#148; shall mean, collectively, (i) the Dutch Minimum Wage and Minimum
Holiday Allowance Act (<I>Wet minimumloon en minimumvakantiebijslag</I>), (ii)
the Dutch Equal Treatment Act (<I>Algemene wet gelijke behandeling</I>), (iii)
the Dutch Working Hours Act (<I>Arbeidstijdenwet</I>) and (iv) the Dutch Working
Conditions Act (<I>Arbeidsomstandighedenwet</I>). </P>
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<P align=justify style="text-indent:5%">&#147;<U>Dutch LC Credit
Extension</U>&#148; shall mean, with respect to any Dutch Letter of Credit, the
issuance, amendment or renewal thereof or extension of the expiry date thereof,
or the increase of the Stated Amount thereof. </P>
<P align=justify style="text-indent:5%">&#147;<U>Dutch LC Disbursement</U>&#148;
shall mean a payment or disbursement made by the Dutch Issuing Bank pursuant to
a Dutch Letter of Credit. </P>
<P align=justify style="text-indent:5%">&#147;<U>Dutch LC Documents</U>&#148; shall
mean all documents, instruments and agreements delivered by a Dutch Borrower or
any other Person to a Dutch Issuing Bank or the Administrative Agent in
connection with any Dutch Letter of Credit. </P>
<P align=justify style="text-indent:5%">&#147;<U>Dutch LC Exposure</U>&#148; shall
mean at any time the sum of (a) the aggregate undrawn Stated Amount of all
outstanding Dutch Letters of Credit at such time <U>plus</U> (b) the aggregate
principal amount of all Dutch LC Disbursements that have not yet been reimbursed
at such time. The Dutch LC Exposure of any Revolving Lender at any time shall
mean its Pro Rata Percentage of the aggregate Dutch LC Exposure at such time.
</P>
<P align=justify style="text-indent:5%">&#147;<U>Dutch LC Obligations</U>&#148;
shall mean the sum (without duplication) of (a) all amounts owing by the Dutch
Borrowers in respect of any Dutch LC Disbursements (including any bankers&#146;
acceptances or other payment obligations arising therefrom) and (b) the Stated
Amount of all outstanding Dutch Letters of Credit. </P>
<P align=justify style="text-indent:5%">&#147;<U>Dutch LC Sublimit</U>&#148; shall
mean $20,000,000. </P>
<P align=justify style="text-indent:5%">&#147;<U>Dutch Letter of Credit</U>&#148;
shall mean any letters of credit issued or to be issued by the Dutch Issuing
Bank under the Dutch Subfacility requested by a Dutch Borrower pursuant to
<U>Section 2.13</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>Dutch Line Cap</U>&#148; shall
mean, at any time, an amount that is equal to the lesser of (a) the Dutch
Revolving Commitments and (b) the Dutch Borrowing Base. </P>
<P align=justify style="text-indent:5%">&#147;<U>Dutch Parent Borrower</U>&#148;
shall have the meaning provided in the recitals hereto and shall include any
successor thereto permitted under <U>Section 9.11</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>Dutch Parent Borrower
Disposition</U>&#148; shall have the meaning provided in <U>Section 2.07(c).</U> </P>
<P align=justify style="text-indent:5%">&#147;<U>Dutch Pension Plan</U>&#148; shall mean the pension plan applicable to each Dutch
Credit Party.  </P>
<P align=justify style="text-indent:5%">&#147;<U>Dutch Pension Regulations</U>&#148; shall mean the Dutch pension
act (<I>pensioenwet</I>).</P>
<P align=justify style="text-indent:5%">&#147;<U>Dutch Pledges Over
Shares</U>&#148; shall have the meaning provided to such term in <U>Section 5.09</U>.
</P>
<P align=justify style="text-indent:5%">&#147;<U>Dutch Protective Advance</U>&#148; shall have the meaning provided in <U>Section
2.18</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>Dutch Restricted
Subsidiary</U>&#148; shall mean any Dutch Subsidiary that is a Restricted Subsidiary.
</P>
<P align=justify style="text-indent:5%">&#147;<U>Dutch Revolving Borrowing</U>&#148; shall mean a Borrowing comprised of Dutch
Revolving Loans. </P>
<P align=justify style="text-indent:5%">&#147;<U>Dutch Revolving Commitment</U>&#148; shall mean, with respect to
each Dutch Revolving Lender, the commitment, if any, of such Lender to make
Dutch Revolving Loans hereunder up to the amount set forth and opposite such
Lender&#146;s name on <U>Schedule 2.01</U> under the caption &#147;Dutch Revolving
Commitment,&#148; or in the Assignment and Assumption Agreement pursuant to which
such Lender assumed its Dutch Revolving Commitment, as applicable, as the same
may be (a) reduced from time to time pursuant to <U>Section 2.07</U>, (b) reduced or increased from time to time
pursuant to <U>Section 2.20</U> and (c) reduced or increased from time to time
pursuant to assignments by or to such Lender pursuant to <U>Section 12.04</U>.
The aggregate amount of the Dutch Revolving Lenders&#146; Dutch Revolving Commitments
on the <STRIKE><font color=#ff0000>Second</font></STRIKE><U><font
color=#0000ff>Third</font></U> Amendment Effective Date is $<STRIKE><font
color=#ff0000>90,000,000</font></STRIKE><U><font
color=#0000ff>95,000,000</font></U>. </P>
<P align=center>-39- </P>
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<P align=justify style="text-indent:5%">&#147;<U>Dutch Revolving Exposure</U>&#148;
shall mean, with respect to any Dutch Revolving Lender at any time, the
aggregate principal amount at such time of all outstanding Dutch Revolving Loans
of such Lender, plus the aggregate amount at such time of such Lender&#146;s Dutch LC
Exposure, plus the aggregate amount of such Lender&#146;s Dutch Swingline Exposure.
</P>
<P align=justify style="text-indent:5%">&#147;<U>Dutch Revolving Lender</U>&#148;
shall mean any Lender under the Dutch Subfacility.</P>
<P align=justify style="text-indent:5%">&#147;<U>Dutch Revolving Loans</U>&#148;
shall mean advances made to or at the instructions of a Dutch Borrower pursuant
to <U>Section 2.01(iii)</U> hereof under the Dutch Subfacility. </P>
<P align=justify style="text-indent:5%">&#147;<U>Dutch Revolving Note</U>&#148;
shall mean each revolving note substantially in the form of <U>Exhibit B-3</U>
hereto. </P>
<P align=justify style="text-indent:5%">&#147;<U>Dutch Security
Agreements</U>&#148; shall mean (i) the Deed of Pledge Over Shares in Crown of
Holland B.V. and Tradin Organic Agriculture B.V., dated as of the Closing Date,
by and between the Collateral Agent and each of the Dutch Credit Parties party
thereto,(ii) the Deed of Pledge Over Shares in The Organic Corporation B.V., by
and between the Collateral Agent and each of the Dutch Credit Parties party
thereto, (iii) the Deed of Pledge Over 65% of the Shares in Trabocca B.V., dated
as of the Closing Date, by and between the Collateral Agent and each of the
Dutch Credit Parties party thereto, (iv) the Deed of Omnibus Pledge, dated as of
the Closing Date, by and between the Collateral Agent and each of the Dutch
Credit Parties, and (v) Deed of Pledge Over Bank Accounts dated as of the
Closing Date, by and between the Collateral Agent and each of the Dutch Credit
Parties party thereto, which in each case shall be governed by the laws of the
Netherlands. </P>
<P align=justify style="text-indent:5%">&#147;<U>Dutch Security Documents</U>&#148;
shall mean the Dutch Security Agreements, and, after the execution and delivery
thereof, each other document executed and delivered by any Dutch Credit Party
pursuant to which a Lien is granted (or purported to be granted) in favor of the
Collateral Agent to secure the Obligations, each document, if any, executed and
delivered by any Dutch Credit Party pursuant to the Additional Inventory
Security Actions and each document, if any, executed and delivered by any Dutch
Credit Party pursuant to the Additional Account Security Actions. </P>
<P align=justify style="text-indent:5%">&#147;<U>Dutch Subfacility</U>&#148; shall
have the meaning provided in the recitals hereto. </P>
<P align=justify style="text-indent:5%">&#147;<U>Dutch Subsidiary</U>&#148; shall
mean any Subsidiary of the Company incorporated now or hereinafter under the
laws of The Netherlands. </P>
<P align=justify style="text-indent:5%">&#147;<U>Dutch Subsidiary
Guarantor</U>&#148; shall mean each Dutch Restricted Subsidiary (other than the Dutch
Borrowers) in existence on the Closing Date (other than any Excluded
Subsidiary), as well as each Dutch Restricted Subsidiary established, created or
acquired after the Closing Date which becomes a party to this Agreement as a
Guarantor in accordance with the requirements of the Collateral and Guarantee
Requirement. </P>
<P align=justify style="text-indent:5%">&#147;<U>Dutch Swingline
Commitment</U>&#148; shall mean the commitment of the Dutch Swingline Lender to make
loans under the Dutch Subfacility pursuant to <U>Section 2.12</U>, as the same
may be reduced from time to time pursuant to <U>Section 2.07</U>. </P>
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<P align=justify style="text-indent:5%">&#147;<U>Dutch Swingline Exposure</U>&#148;
shall mean, at any time, the aggregate principal amount at such time of all
outstanding Dutch Swingline Loans. The Dutch Swingline Exposure of any Dutch
Revolving Lender at any time shall equal its Pro Rata Percentage of the
aggregate Dutch Swingline Exposure at such time. </P>
<P align=justify style="text-indent:5%">&#147;<U>Dutch Swingline Lender</U>&#148;
shall mean BANA (acting through its London branch), its permitted successors and
permitted assigns. </P>
<P align=justify style="text-indent:5%">&#147;<U>Dutch Swingline Loan</U>&#148;
shall mean any Loan made by the Dutch Swingline Lender pursuant to <U>Section
2.12</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>Dutch Swingline Note</U>&#148;
shall mean each swingline note substantially in the form of <U>Exhibit B-6</U>
hereto. </P>
<P align=justify style="text-indent:5%">&#147;<U>Dutch Works Council Act</U>&#148;
shall mean the Netherlands Works Council Act (<I>Wet op de
ondernemingsraden</I>). </P>
<P align=justify style="text-indent:5%">&#147;<U>Dutch Works Council Act
Event</U>&#148; shall mean any breach of any of the obligations of any Dutch Credit
Party arising from, pursuant to or in relation to the provisions of the Dutch
Works Council Act. </P>
<P align=justify style="text-indent:5%">&#147;<U>EEA Financial
Institution</U>&#148; shall mean (i) any credit institution or investment firm
established in any EEA Member Country that is subject to the supervision of an
EEA Resolution Authority, (ii) any Person established in an EEA Member Country
that is a parent of an institution described in clause (i) of this definition,
or (iii) any financial institution established in an EEA Member Country that is
a subsidiary of an institution described in clauses (i) or (ii) of this
definition and is subject to consolidated supervision with its parent; </P>
<P align=justify style="text-indent:5%">&#147;<U>EEA Member Country</U>&#148; shall
mean any of the member states of the European Union, Iceland, Liechtenstein, and
Norway. </P>
<P align=justify style="text-indent:5%">&#147;<U>EEA Resolution Authority</U>&#148;
shall mean any Governmental Authority of any EEA Member Country having
responsibility for the resolution of any EEA Financial Institution. </P>
<P align=justify style="text-indent:5%">&#147;<U>Electronic Platform</U>&#148;
shall have the meaning provided in the definition of the term &#147;Spot Rate&#148;. </P>
<P align=justify style="text-indent:5%">&#147;<U>Eligible Account</U>&#148; shall
mean, at any time, an Account created by a Borrower in the ordinary course of
its business, that arise out of its sale of goods (other than promotional
products not held for sale) or rendition of services: </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(a)&nbsp;&nbsp;&nbsp;&nbsp; that is
subject to a perfected (or the equivalent) first priority Lien, in accordance
with the Collateral and Guarantee Requirement only, in favor of the Collateral
Agent for the benefit of the Secured Creditors pursuant to the relevant Security
Documents; </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(b)&nbsp;&nbsp;&nbsp; &nbsp;that is
not subject to any Lien other than (i) a Lien in favor of the Collateral Agent
for the benefit of the Secured Creditors pursuant to the relevant Security
Documents, and (ii) a Lien (if any) permitted by <U>Section 9.01</U> which
Permitted Lien shall rank junior in priority to the Lien in favor of the
Collateral Agent for the benefit of the Secured Creditors pursuant to the
relevant Security Documents; </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(c)&nbsp;&nbsp;&nbsp; &nbsp;that (i)
is evidenced by an invoice or other documentation reasonably satisfactory to the
Administrative Agent (or in a form required by any Account Debtor so long as
such form is reasonably satisfactory to the Administrative Agent), and which
has been sent to the Account Debtor (which may include electronic transmission)
and (ii) does not represent a progress billing, sale on a bill-and-hold,
guaranteed sale, sale-and-return, sale on approval, consignment,
cash-on-delivery or any other repurchase or return basis; </P>
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<P align=justify style="margin-left:5%;text-indent:5%;">(d)&nbsp;&nbsp;&nbsp; &nbsp;the
Account Debtor of which is an Eligible Account Debtor and is not an Affiliate of
any Borrower; </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(e)&nbsp;&nbsp;&nbsp; &nbsp;that is
not owing from an Account Debtor that is <U><FONT color=#0000ff>(i)</FONT></U>
an agency, department or instrumentality of the federal government of the United
States<STRIKE><FONT color=#ff0000>,</FONT></STRIKE> <U><FONT
color=#0000ff>or</FONT></U> any government of any state thereof<STRIKE><FONT
color=#ff0000>,</FONT></STRIKE> <U><FONT color=#0000ff>(any such Account, a
&#147;U.S. Government Account&#148;), (ii) an agency, department or
instrumentality</FONT></U> of the federal government of Canada<STRIKE><FONT
color=#ff0000>,</FONT></STRIKE> or the government of any province, territory or
subdivision thereof<U><FONT color=#0000ff>,</FONT></U> or<STRIKE><FONT
color=#ff0000>,</FONT></STRIKE> <U><FONT color=#0000ff>(iii)</FONT></U> to the
extent applicable and subject to Requirement of Law having similar effect to the
Assignment of Claims Act of 1940 or the Financial Administration Act (Canada),
<STRIKE><FONT color=#ff0000>that is </FONT></STRIKE>an agency, department or
instrumentality of the government of any country other than the United States or
Canada unless (A) the applicable Borrower shall have satisfied the requirements
of (x) the Assignment of Claims Act of 1940 in the case of Accounts owing from
any agency, department or instrumentality of the federal government of the
United States, (y) the Financial Administration Act (Canada) in the case of
Accounts owing from an agency, department or instrumentality of the federal
government of Canada or (z) if applicable, any similar state, provincial,
territorial, or subdivision legislation or any similar foreign legislation, in
the case of Accounts owing from any other applicable government agency,
department or instrumentality; and, in each such case, the Administrative Agent
is satisfied as to the absence of setoffs, counterclaims and other defenses on
the part of such Account Debtor;<U><FONT color=#0000ff> </FONT></U><I><U><FONT
color=#0000ff>provided</FONT></U></I><U><FONT color=#0000ff> that,
notwithstanding the foregoing in this clause (e), solely for purposes of
calculating the U.S. Borrowing Base, up to $10,000,000 of U.S. Government
Accounts shall constitute &#147;Eligible Accounts&#148; so long as such U.S. Government
Accounts would meet all the other criteria of &#147;Eligible Accounts&#148; (other than as
required by this proviso to clause (e));</FONT></U> </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(f)&nbsp;&nbsp;&nbsp; &nbsp;that is
not subject to any late payment for longer than 60 days according to its
original terms of sale or 90 days after the date of the original invoice
therefor; </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(g)&nbsp;&nbsp;&nbsp; &nbsp;that is
not the obligation of an Account Debtor (other than an individual) of which 50%
or more of the Dollar Equivalent amount of all Accounts owing by such Account
Debtor are, based on the most recent Borrowing Base Certificate, ineligible
under the criteria set forth in clause (f) above; </P>
<P align=justify style="margin-left:5%;text-indent:5%;">
(h)&nbsp;&nbsp;&nbsp; &nbsp;that is not subject to any deduction, offset,
counterclaim, defense or dispute (other than (i) sales discounts given in the
ordinary course of the applicable Borrower&#146;s business and reflected in the
amount of such Account as set forth in the invoice or other supporting material
therefor or (ii) an offset or counterclaim of a nature specifically addressed in
the determination of the applicable Borrowing Base); <U>provided</U>,
<U>however</U>, that if an Account satisfies all of the requirements of an
Eligible Account other than this clause (h), such Account shall be an Eligible
Account, but only to the extent of the amount of such Account that exceeds any
such deduction, offset, counterclaim, defense or dispute or other conditions;
<U>provided</U> that, if the Administrative Agent in its Permitted Discretion
has established an appropriate Reserve and determines to include such Account as
an Eligible Account or such Account Debtor has entered into an agreement
reasonably acceptable to the Administrative Agent to waive such rights, such
Account shall be included as an Eligible Account. </P>
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<P align=justify style="margin-left:5%;text-indent:5%;">(i)&nbsp;&nbsp;&nbsp;&nbsp; that
is denominated and payable only in Dollars, Canadian Dollars, Euros, Pounds
Sterling or Swiss Francs; </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(j)&nbsp;&nbsp;&nbsp;&nbsp; such
Account is not a true and correct statement of <I>bona fide</I> indebtedness
incurred in the amount of the Account for merchandise sold to or services
rendered and accepted by the applicable Account Debtor; </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(k)&nbsp;&nbsp;&nbsp; &nbsp;that,
together with the contract evidencing such Account, does not contravene in any
material respect any Requirement of Law applicable thereto (including, without
limitation, Requirement of Law relating to usury, consumer protection, truth in
lending, fair credit billing, fair credit reporting, equal credit opportunity,
fair debt collection practices and privacy) in a manner that would affect the
enforceability of such Account and with respect to which none of the Borrowers
or the Account Debtor is in violation of any such Requirement of Law in any
material respect in a manner that would affect the enforceability of such
Account; </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(l)&nbsp;&nbsp;&nbsp;&nbsp; that
arises under a contract which restricts in a legally enforceable manner the
ability of the Administrative Agent, Collateral Agent or Lenders to exercise
their rights under the Credit Documents, including, without limitation, their
right to review the related invoice or the payment terms of such contract; </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(m)&nbsp;&nbsp;&nbsp;&nbsp; &nbsp;in
the case of an Account originated by a Canadian Borrower, the Account Debtor of
which has a billing address in Canada and that was not issued for an amount in
excess of the Fair Market Value of the merchandise or services provided by the
Canadian Borrower to which the Account relates; </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(n)&nbsp;&nbsp;&nbsp;&nbsp; that,
when aggregated with all other Accounts of the same Account Debtor, is not in
excess of 15.0% of all Eligible Accounts (but the portion of the Accounts not in
excess of such concentration limit shall not be deemed ineligible due to this
clause (n)); </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(o)&nbsp;&nbsp;&nbsp;&nbsp; that,
during any Cash Dominion Period, and solely with respect to Account Debtors in
Account Debtor Approved Countries other than (x) the United States, the
Netherlands, and Canada and (y) such other Account Debtor Approved Countries in
which the Additional Account Security Actions have been satisfied with respect
thereto, does not, when taken together with the Accounts originated by
applicable Borrowers owed by Account Debtors in all such jurisdictions, comprise
more than 33% of all Eligible Accounts included in the Borrowing Base for any
particular Subfacility (it being understood the portion of such Accounts not in
excess of such limit shall not be deemed ineligible due to this clause (o));
</P>
<P align=justify style="margin-left:5%;text-indent:5%;">(p)&nbsp;&nbsp;&nbsp; &nbsp;that
Accounts are not subject to, or included or expected to be included, as part of
an accounts receivable factoring program or supply chain financing program; and
</P>
<P align=justify style="margin-left:5%;text-indent:5%;">(q)&nbsp;&nbsp;&nbsp; &nbsp;(i) the
Account Debtor obligated upon such Account has not notified any Borrower or the
Administrative Agent that it has suspended business, or made a general
assignment for the benefit of creditors or has failed to pay its debts generally
as they come due, and (ii) no petition is filed by or against the Account Debtor
obligated upon such Account under any Debtor Relief Law. </P>
<P align=justify style="text-indent:5%">With respect to any Accounts
eligible for inclusion in the Borrowing Base (as reasonably determined by the
Company in consultation with the Administrative Agent) that are acquired by a
Borrower (other than from another Borrower, but including any Accounts of any
Person that has become a Borrower) after the Closing Date in a Permitted
Acquisition or similar Investment, such acquired Accounts may be included in the applicable Borrowing Base from and after
the acquisition thereof without the Administrative Agent having completed a
Field Examination with respect thereto, so long as (i) all acquired Accounts
included in the applicable Borrowing Base for which an Appraisal and/or Field
Examination, as applicable, with respect thereto has not been completed by the
Administrative Agent does not represent more than 10% of the applicable
Borrowing Base (when taken together with any Inventory included in the Borrowing
Base pursuant to the last paragraph of the definition of the term &#147;Eligible
Inventory&#148;) and (ii) the Collateral and Guarantee Requirement shall be satisfied
with respect to the applicable Borrower or Guarantor or such Accounts. With
respect to any Accounts of the type eligible for inclusion in the Borrowing Base
that are acquired by a Borrower (other than from another Borrower, but including
any Accounts of any Person that has become a Borrower) after the Closing Date in
a Permitted Acquisition or similar Investment and not otherwise included in the
Borrowing Base by virtue of the provisions of the preceding sentence, such
acquired Accounts shall be included in the applicable Borrowing Base only after
completion of a Field Examination with respect thereto by the Administrative
Agent, unless the Administrative Agent shall have determined in its discretion
that no such due diligence investigation with regard to such Accounts is
required. </P>
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<P align=justify style="text-indent:5%">&#147;<U>Eligible Account Debtor</U>&#148;
shall mean an Account Debtor that:</P>
<P align=justify style="margin-left:5%;text-indent:5%;">(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
has a billing address in an Account Debtor Approved Country;</P>
<P align=justify style="margin-left:5%;text-indent:5%;">
(ii)&nbsp;&nbsp;&nbsp;&nbsp; is not a Person with respect to which the European
Union, the United States, Canada, the Netherlands or any other Account Debtor
Approved Country shall have imposed Sanctions; </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(iii)&nbsp;&nbsp;&nbsp; &nbsp;is not
a Person (A) that is listed in the annex to, or otherwise subject to the
provisions of, the Executive Order, (B) that is owned or controlled by, or
acting for or on behalf of, any Person that is listed in the annex to, or is
otherwise subject to the provisions of, the Executive Order, (C) with which a
Lender or a Borrower is prohibited from dealing or otherwise engaging in any
transaction by any Anti-Terrorism Law, AML Legislation, PCMLTFA or DMLTFPA, (D)
that commits, threatens or conspires to commit or supports &#147;terrorism&#148; as
defined in the Executive Order, or (E) that is named as a &#147;specifically
designated national and blocked person&#148; on the most current list published by
the U.S. Treasury Department Office of Foreign Assets Control at its official
website or any replacement website or other replacement official publication of
such list or any similar lists published in the European Union, Canada (that
include &#147;designated persons&#148;, &#147;politically exposed foreign person&#148; or &#147;terrorist
group&#148; as described in Anti-Terrorism Laws of Canada, collectively, &#147;<U>Canadian
Blocked Persons</U>&#148;) or any other Account Debtor Approved Country; and </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(iv)&nbsp;&nbsp;&nbsp; &nbsp;is not
a Person (A) whose property or interest in property is otherwise blocked or
subject to blocking pursuant to Section 1 of the Executive Order or any other
Anti-Terrorism Law, or (B) that engages in any dealings or transactions
prohibited by Section 2 of the Executive Order or any other Anti-Terrorism Law,
AML Legislation, PCMLTFA or DMLTFPA. </P>
<P align=justify style="text-indent:5%">&#147;<U>Eligible Assignee</U>&#148; shall
mean a Person that is (a) a Lender, Affiliate of a Lender or Approved Fund; (b)
an assignee approved by the Company which shall be deemed given if no objection
is made within fifteen Business Days after written notice of the proposed
assignment is received by the Company from the Administrative Agent), the
Administrative Agent, the applicable Swingline Lender and the applicable Issuing
Bank (which approval shall not be unreasonably withheld or delayed); or (c)
during an Event of Default by the Company or any other Borrower under <U>Section
10.01</U> or <U>10.05</U>, any Person acceptable to the Administrative Agent,
the applicable Swingline Lender and the applicable Issuing Bank in (which approval shall not be unreasonably withheld or
delayed); <U>provided</U> that no Person who is not a Non-Public Lender shall be
an Eligible Assignee. </P>
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<P align=justify style="text-indent:5%">&#147;<U>Eligible Canadian
Accounts</U>&#148; shall mean the Eligible Accounts owned by the Canadian Borrowers.
</P>
<P align=justify style="text-indent:5%">&#147;<U>Eligible Canadian
Equipment</U>&#148; shall mean the Eligible Equipment owned by the Canadian
Borrowers. </P>
<P align=justify style="text-indent:5%">&#147;<U>Eligible Canadian
Inventory</U>&#148; shall mean the Eligible Inventory owned by the Canadian
Borrowers. </P>
<P align=justify style="text-indent:5%">&#147;<U>Eligible Canadian Real
Estate</U>&#148; shall mean the Eligible Fee-Owned Real Estate owned by the Canadian
Borrowers. </P>
<P align=justify style="text-indent:5%">&#147;<U>Eligible Dutch Accounts</U>&#148;
shall mean the Eligible Accounts owned by the Dutch Borrowers. </P>
<P align=justify style="text-indent:5%">&#147;<U>Eligible Dutch Inventory</U>&#148;
shall mean the Eligible Inventory owned by the Dutch Borrowers. </P>
<P align=justify style="text-indent:5%">&#147;<U>Eligible Equipment</U>&#148; shall
mean, at any time, the Equipment of the Borrowers, but excluding any Equipment:
</P>
<P align=justify style="margin-left:5%;text-indent:5%;">(a)&nbsp;&nbsp;&nbsp; &nbsp;that is
not subject to a perfected (or equivalent) first priority Lien, in accordance
with the Collateral and Guarantee Requirement only, in favor of the Collateral
Agent for the benefit of the Secured Creditors pursuant to the relevant Security
Documents; </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(b)&nbsp;&nbsp;&nbsp; &nbsp;that is
subject to any Lien other than (i) a Lien in favor of the Collateral Agent for
the benefit of the Secured Creditors pursuant to the relevant Security Documents
and (ii) a Lien (if any) permitted by <U>Section 9.01</U> which Permitted Lien
shall rank junior in priority to the Lien in favor of the Collateral Agent for
the benefit of the Secured Creditors pursuant to the relevant Security
Documents; </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(c)&nbsp;&nbsp;&nbsp; &nbsp;that is
determined, based on the applicable Borrowers&#146; historical practices and
procedures, in each case, which are reasonably acceptable to the Administrative
Agent (it being understood that the Borrowers&#146; historical practices and
procedures, as of the Closing Date, are reasonably acceptable to the
Administrative Agent), to be obsolete, damaged or defective or is not in good
order and repair and used or useable in the ordinary course of the applicable
Borrower&#146;s business; </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(d)&nbsp;&nbsp;&nbsp; &nbsp;that
does not conform in any material respect to all applicable standards imposed by
any Governmental Authority, including the Fair Labor Standards Act of 1938 and
the Employment Standards Act (Ontario) that would affect the ability of the
Collateral Agent to sell such Equipment; </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(e)&nbsp;&nbsp;&nbsp; &nbsp;in which
any Person other than such Borrower or any other applicable Borrower shall (i)
have any direct or indirect ownership, interest or title (including any
retention of title right) to such Equipment, other than in respect of the
interest of any carrier of Equipment in transit or (ii) be indicated on any
purchase order or invoice with respect to such Equipment as having or purporting
to have an interest therein; </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(f)&nbsp;&nbsp;&nbsp;&nbsp; that is
not located in the United States or Canada; </P>
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<P align=justify style="margin-left:5%;text-indent:5%;">(g)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
that (i) is located in any location leased by an applicable Borrower unless the
Administrative Agent has given its prior written consent thereto or unless (A)
the lessor has delivered to the Administrative Agent a Collateral Access
Agreement or such other documentation as the Administrative Agent may reasonably
require in its Permitted Discretion or the Administrative Agent or its counsel
may deem reasonably necessary in the jurisdiction of such Equipment&#146;s location
or (B) a Rent Reserve with respect to such location has been established by the
Administrative Agent in its Permitted Discretion; or (ii) is located at an owned
location subject to a mortgage or other security interest in favor of a creditor
(other than any such mortgage or other security interest that constitutes a
Permitted Lien), or is located in any third party warehouse or other storage
facility or is in the possession of a bailee unless (A) such mortgagee,
warehouseman or bailee has delivered to the Administrative Agent a Collateral
Access Agreement or such other documentation as the Administrative Agent may
reasonably require in its Permitted Discretion or the Administrative Agent or
its counsel may reasonably deem necessary in the jurisdiction of such
Equipment&#146;s location or (B) a Rent Reserve with respect to such location has
been established by the Administrative Agent in its Permitted Discretion; </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(h)&nbsp;&nbsp;&nbsp;&nbsp; which is
located at an outside repair facility (unless payables in respect thereof are
reserved); </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(i)&nbsp;&nbsp;&nbsp;&nbsp; that
constitutes &#147;fixtures&#148; unless located on Real Property owned by Borrower and on
which a mortgage (or similar security interest) has been given in favor of the
Collateral Agent for the benefit of the Secured Creditors; (j) for which
reclamation rights have been called in by the seller; </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(j)&nbsp;&nbsp;&nbsp; &nbsp;that is
not covered by casualty insurance as and to the extent required by the terms of
this Agreement; and </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(k)&nbsp;&nbsp;&nbsp; &nbsp;that is
otherwise designated by the Company as &#147;ineligible&#148; by written notice to the
Administrative Agent or in any Borrowing Base Certificate delivered to the
Administrative Agent. </P>
<P align=justify style="text-indent:5%"> &#147;<U>Eligible Fee-Owned Real
Estate</U>&#148; shall mean Real Property that (i) is owned by a U.S. Borrower or a
Canadian Borrower in fee title in the United States or Canada, (ii) is at all
times subject to the Collateral Agent&#146;s duly perfected, first-priority security
interest (subject only to Liens permitted by <U>Section 9.01</U>) pursuant to
Mortgages and other Related Real Estate Documents in form and substance
reasonably satisfactory to the Administrative Agent and any other Lender whose
consent is required hereunder (it being understood that no Real Property owned
as of the Closing Date shall constitute Eligible Fee-Owned Real Estate until the
requirements of Section 8.11 have been met with respect to such Real Property)
and not subject to any other Lien except a Permitted Lien, (iii) conforms in all
material respects to the representations and warranties relating to such Real
Property set forth in this Agreement and the Security Documents, (iv) solely
with respect to Real Property owned by a U.S. Borrower or a Canadian Borrower on
the Closing Date, as set forth on Schedule 5.15 (it being agreed that (x) the
Real Property set forth on Schedule 5.15 shall be deemed to have been appraised
by a third-party appraiser reasonably satisfactory to the Administrative Agent
not more than three months prior to the Closing Date and (y) the Appraisals with
respect to the Real Property set forth on Schedule 5.15 shall be deemed to have
been prepared on a basis reasonably satisfactory to the Administrative Agent and
any other Lender whose consent is required hereunder) and (v) solely with
respect to Real Property owned by any U.S. Borrower or Canadian Borrower that is
not set forth on Schedule 5.15, (x) has been appraised by a third-party
appraiser reasonably satisfactory to the Administrative Agent and (y) for which
the Appraisals with respect thereto shall have been prepared on a basis reasonably
satisfactory to the Administrative Agent and any other Lender whose consent is
required hereunder; <U>provided</U> that Eligible Fee-Owned Real Estate shall
exclude any Real Property that is otherwise designated by the Company as
&#147;ineligible&#148; by written notice to the Administrative Agent or in any Borrowing
Base Certificate delivered to the Administrative Agent. </P>
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<P align=justify style="text-indent:5%">&#147;<U>Eligible Insured and Letter
of Credit Backed Account</U>&#148; shall mean an Account created by a Borrower in the
ordinary course of its business, that is either (i) fully insured (to the extent
provided for therein) by credit insurance reasonably satisfactory to the
Administrative Agent or (ii) secured by a letter of credit reasonably acceptable
to the Administrative Agent which, upon the request of the Administrative Agent
during a Cash Dominion Period, has been assigned to the Collateral Agent in a
manner reasonably satisfactory to the Administrative Agent, and otherwise
qualifies as an &#147;Eligible Account&#148; hereunder, but for the failure of the Account
Debtor to be located in an Account Debtor Approved Country. </P>
<P align=justify style="text-indent:5%">&#147;<U>Eligible In-Transit
Inventory</U>&#148; shall mean Inventory owned by a Borrower that would meet all of
the criteria of &#147;Eligible Inventory&#148; if it were not in transit from any location
to a location of such Borrower within the Inventory Approved Countries<U><FONT
color=#0000ff> (such Inventory, &#147;In-Transit Inventory&#148;)</FONT></U>. Without
limiting the foregoing, no Inventory shall be Eligible In-Transit Inventory
unless (a) except as otherwise agreed by the Administrative Agent, such
Inventory is either (i) subject to a negotiable document of title and such
document of title shows the Administrative Agent (or, with the consent of the
Administrative Agent, the applicable Credit Party) as consignee, and the
Administrative Agent has control over such document of title which evidences
ownership of the subject Inventory (including by the delivery of customs broker
agreements in a form and substance reasonably acceptable to the Administrative
Agent) or (ii) for Inventory in transit to a location within the United States
or Canada only, subject to a non-negotiable document of title, and such document
of title shows the Administrative Agent as consignee, which document is in
possession of the Administrative Agent or such other Person (including any
Borrower) as the Administrative Agent shall approve; (b) such Inventory is
insured in accordance with the provisions of this Agreement and the other Credit
Documents, including, if applicable, marine cargo insurance; (c) such Inventory
has been identified to the applicable sales contract and title has passed to the
applicable Borrower; (d) such Inventory is not sold by a vendor that has a right
to reclaim, divert shipment of, repossess, stop delivery, claim any reservation
of title or otherwise assert Lien rights against the Inventory or with respect
to which any Borrower is in default of any obligations; (e) such Inventory is
subject to customary purchase orders and other sale documentation consistent
with such Borrower&#146;s ordinary course of dealing; and (f) such Inventory is
shipped by a common carrier that is not affiliated with the vendor and has not
been acquired from a Person (i) that is listed in the annex to, or otherwise
subject to the provisions of, the Executive Order, (ii) that is owned or
controlled by, or acting for or on behalf of, any Person that is listed in the
annex to, or is otherwise subject to the provisions of, the Executive Order,
(iii) with which a Lender or a Borrower is prohibited from dealing or otherwise
engaging in any transaction by any Anti-Terrorism Law, AML Legislation, PCMLTFA
or DMLTFPA, (iv) that commits, threatens or conspires to commit or supports
&#147;terrorism&#148; as defined in the Executive Order, (v) that is a Canadian Blocked
Persons or (vi) that is named as a &#147;specifically designated national and blocked
person&#148; on the most current list published by the U.S. Treasury Department
Office of Foreign Assets Control at its official website or any replacement
website or other replacement official publication of such list or any similar
lists published in the European Union;<I> provided</I> that, <U><FONT
color=#0000ff>notwithstanding the foregoing in this definition, up to
$25,000,000 of In-Transit Inventory shall constitute</FONT></U> <U><FONT
color=#0000ff>&#147;Eligible In-Transit Inventory&#148; so long as (A) the Total Excess
Availability on any single day (calculated without giving effect to the
incurrence of any Borrowings made in reliance on Eligible In-Transit Inventory
pursuant to this proviso), and on each day during the immediately preceding 30
consecutive day</FONT></U> <U><FONT color=#0000ff>period, shall have been not
less than 12.5% of the Line Cap, (B) such In-Transit Inventory would meet all of
the criteria of &#147;Eligible In-Transit Inventory&#148; set forth in clauses (b) through
(f) above and (C) all fees and other amounts payable to the vendor of such
In-Transit Inventory have been paid in full; it being </FONT></U><U><font color=#0000ff>understood that the Administrative
Agent, in its Permitted Discretion, shall have the ability to establish Reserves
for (x) fees payable to freight carriers, freight forwarders, customs brokers,
shipping companies or other Persons in possession of such In-Transit Inventory,
(y) port and customs fees and (y) any other fees, charges or amounts payable to
any Person in connection with the transportation and delivery of InTransit
Inventory (collectively, the &#147;In-Transit Reserves&#148;)</font></U> . The aggregate
Eligible In-Transit Inventory shall not exceed $25,000,000 at any time. The
Administrative Agent, in its Permitted Discretion, shall have the ability to
establish Reserves for landing costs if such Eligible In-Transit Inventory is
coming from a jurisdiction outside the Inventory Approved Countries. </P>
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<P align=justify style="text-indent:5%">&#147;<U>Eligible Inventory</U>&#148;<SUP>
</SUP>shall mean, at any time, Eligible In-Transit Inventory and Inventory of
the Borrowers, but excluding any Inventory: </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(a)&nbsp;&nbsp;&nbsp; &nbsp;that is
not subject to a perfected (or the equivalent) first priority Lien (in
accordance with (x) the Collateral and Guarantee Requirement, in the case of any
Inventory located in the United States, Canada or the Netherlands and (y) the
Additional Inventory Security Actions, in the case of any Inventory located in
France, Germany or the United Kingdom) in favor of the Collateral Agent for the
benefit of the Secured Creditors pursuant to the relevant Security Documents;
</P>
<P align=justify style="margin-left:5%;text-indent:5%;">(b)&nbsp;&nbsp;&nbsp;&nbsp; that is
subject to any Lien other than (i) a Lien in favor of the Collateral Agent for
the benefit of the Secured Creditors pursuant to the relevant Security
Documents, and (ii) a Lien (if any) permitted by <U>Section 9.01</U> which
Permitted Lien shall rank junior in priority to the Lien in favor of the
Collateral Agent for the benefit of the Secured Creditors pursuant to the
relevant Security Documents; </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(c)&nbsp;&nbsp;&nbsp; &nbsp;that is
determined, based on the applicable Borrowers&#146; historical practices and
procedures, in each case, which are reasonably acceptable to the Administrative
Agent (it being understood that the Borrowers&#146; historical practices and
procedures, as of the Closing Date, are reasonably satisfactory to the
Administrative Agent), to be slow moving, obsolete, unmerchantable, damaged,
&#147;seconds&#148;, defective, used, unfit for sale, or unacceptable due to age, type,
category or quantity;<SUP> </SUP></P>
<P align=justify style="margin-left:5%;text-indent:5%;">(d)&nbsp;&nbsp;&nbsp;&nbsp; that
does not conform in any material respect to all applicable standards imposed by
any Governmental Authority having regulatory authority over such Inventory or
its use or sale, including the Fair Labor Standards Act of 1938, Employment
Standards Act (Ontario) and the Dutch Labour Standards Acts, which
non-conformity would affect the ability of the applicable Borrowers to sell such
Inventory; </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(e)&nbsp;&nbsp;&nbsp; in which any
Person other than such Borrower or any other applicable Borrower shall (i) have
any direct or indirect ownership, interest or title (including any retention of
title right) to such Inventory, other than in respect of the interest of any
carrier of Inventory in transit or (ii) be indicated on any purchase order or
invoice with respect to such Inventory as having or purporting to have an
interest therein; </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(f)&nbsp;&nbsp;&nbsp;&nbsp; except
with respect to Eligible In-Transit Inventory, that is not located in an
Inventory Approved Country, or is in transit (other than between locations in or
between Inventory Approved Countries, controlled by the applicable Borrowers, to
the extent included in current perpetual Inventory reports of any such
Borrower); </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(g)&nbsp;&nbsp;&nbsp; &nbsp;except
with respect to Eligible In-Transit Inventory, that, unless in transit between
locations in or between Inventory Approved Countries, controlled by the
applicable Borrowers, and included in current perpetual Inventory reports
of any such Borrower, (i) is located in any location leased by an applicable
Borrower unless the Administrative Agent has given its prior written consent
thereto or unless (A) the lessor has delivered to the Administrative Agent a
Collateral Access Agreement or such other documentation as the Administrative
Agent may reasonably require in its Permitted Discretion or the Administrative
Agent or its counsel may deem reasonably necessary in the jurisdiction of such
Inventory&#146;s location or (B) a Rent Reserve with respect to such location has
been established by the Administrative Agent in its Permitted Discretion; (ii)
is located at an owned location subject to a mortgage or other security interest
in favor of a creditor (other than any such mortgage or other security interest
that constitutes a Permitted Lien), or is located in any third party warehouse
or other storage facility or is in the possession of a bailee unless (A) such
mortgagee, warehouseman or bailee has delivered to the Administrative Agent a
Collateral Access Agreement and such other documentation as the Administrative
Agent may reasonably require in its Permitted Discretion or the Administrative
Agent or its counsel may deem reasonably necessary in the jurisdiction of such
Inventory&#146;s location or (B) a Rent Reserve has been established by the
Administrative Agent in its Permitted Discretion; or (iii) is located in any
location where the aggregate Eligible Inventory is less than $100,000; </P>
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<P align=justify style="margin-left:5%;text-indent:5%;">(h)&nbsp;&nbsp;&nbsp; &nbsp;except
with respect to Eligible In-Transit Inventory consigned to the Administrative
Agent (or another Person permitted by the terms of the definition of &#147;Eligible
In Transit Inventory&#148; with the Administrative Agent&#146;s consent), that is the
subject of a consignment; </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(i)&nbsp;&nbsp;&nbsp;
&nbsp;Inventory that is subject to any licensing, patent, royalty, trademark,
trade name or copyright agreement with any third party from which the Company or
any of its Subsidiaries has received notice of a dispute in respect of any such
agreement; </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(j)&nbsp;&nbsp;&nbsp;&nbsp; that is
not reflected in a current Inventory report of such Borrower; </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(k)&nbsp;&nbsp;&nbsp; &nbsp;for
which reclamation rights have been called in by the seller; </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(l)&nbsp;&nbsp;&nbsp;&nbsp; that
consists of samples, promotional materials, labels, packaging materials or
similar supplies used in a Borrower&#146;s business; </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(m)&nbsp;&nbsp;&nbsp;&nbsp; that is
not covered by casualty insurance as and to the extent required by the terms of
this Agreement; </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(n)&nbsp;&nbsp;&nbsp; &nbsp;that
consists of Hazardous Materials or goods that can be transported or sold only
with licenses that are not readily available; </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(o)&nbsp;&nbsp;&nbsp; &nbsp;in which
any portion of the Cost of such Inventory is attributable to intercompany profit
between any such Borrower and any of its Affiliates (but only to the extent of
such portion); or </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(p)&nbsp;&nbsp;&nbsp;&nbsp; that has
been sold but not yet delivered, or as to which a Borrower has accepted a
deposit, or which, in the case of Inventory owned by the Dutch Borrowers, has
been sold or constructively delivered to Account Debtors. </P>
<P align=justify style="text-indent:5%">With respect to any Inventory
eligible for inclusion in the Borrowing Base (as reasonably determined by the
Company in consultation with the Administrative Agent) that are acquired by a
Borrower (other than from another Borrower, but including any Inventory of any
Person that has become a Borrower) after the Closing Date in a Permitted
Acquisition or similar Investment, such acquired Inventory may be included in the applicable Borrowing Base from and after
the acquisition thereof without the Administrative Agent having completed an
Appraisal with respect thereto, so long as (i) all acquired Inventory included
in the applicable Borrowing Base for which an Appraisal, as applicable, with
respect thereto has not been completed by the Administrative Agent does not
represent more than 10% of the applicable Borrowing Base (when taken together
with any Accounts included in the Borrowing Base pursuant to the last paragraph
of the definition of the term &#147;Eligible Accounts&#148;), (ii) the Collateral and
Guarantee Requirement shall have been satisfied with respect to the applicable
Borrower or Guarantor and (iii) (x) in the case of any Inventory located in the
United States, Canada, or the Netherlands, the Collateral and Guarantee
Requirement shall have been satisfied with respect to such Inventory or (y) in
the case of any Inventory located in the United Kingdom, Germany or France, the
Additional Inventory Security Actions shall have been satisfied with respect to
such Inventory. With respect to any Inventory of the type eligible for inclusion
in the Borrowing Base that are acquired by a Borrower (other than from another
Borrower, but including any Inventory of any Person that has become a Borrower)
after the Closing Date in a Permitted Acquisition or similar Investment and not
otherwise included in the Borrowing Base by virtue of the provisions of the
preceding sentence, such acquired Inventory shall be included in the applicable
Borrowing Base only after completion of an Appraisal with respect thereto by the
Administrative Agent, unless the Administrative Agent shall have determined in
its discretion that no such due diligence investigation with respect to such
Inventory is required. </P>
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<P align=justify style="text-indent:5%">&#147;<U>Eligible U.S. Accounts</U>&#148;
shall mean the Eligible Accounts owned by the U.S. Borrowers. </P>
<P align=justify style="text-indent:5%">&#147;<U>Eligible U.S. Equipment</U>&#148;
shall mean the Eligible Equipment owned by the U.S. Borrowers. </P>
<P align=justify style="text-indent:5%">&#147;<U>Eligible U.S. Inventory</U>&#148;
shall mean the Eligible Inventory owned by the U.S. Borrowers. </P>
<P align=justify style="text-indent:5%">&#147;<U>Eligible U.S. Real
Estate</U>&#148; shall mean the Eligible Fee-Owned Real Estate owned by the U.S.
Borrowers. </P>
<P align=justify style="text-indent:5%">&#147;<U>English Control
Agreement</U>&#148; shall mean any Deposit Account Control Agreement governed by
English law over the Dutch Dominion Account and the Dutch Collection Account to
be entered into among the Dutch Credit Parties party thereto and the Collateral
Agent, for the benefit of the Secured Creditors and the account bank maintaining
the account. </P>
<P align=justify style="text-indent:5%">&#147;<U>Environment</U>&#148; shall mean
ambient air, indoor air, surface water, groundwater, drinking water, land
surface and sub-surface strata, sediments and natural resources such as
wetlands, flora and fauna. </P>
<P align=justify style="text-indent:5%">&#147;<U>Environmental Claims</U>&#148;
shall mean any and all administrative, regulatory or judicial actions, suits,
demands, demand letters, directives, claims and/or notices of noncompliance or
violation, relating to any Environmental Law or, any permit issued, or any
approval given, under any such Environmental Law, including, without limitation,
(a) by governmental or regulatory authorities for enforcement investigation,
cleanup, removal, response, remedial or other actions or damages pursuant to any
applicable Environmental Law, and (b) by any third party seeking damages,
contribution, indemnification, cost recovery, compensation or injunctive relief
arising out of or relating to an alleged injury or threat of injury to human
health or the Environment due to any Release or threat of Release of any
Hazardous Materials. </P>
<P align=justify style="text-indent:5%">&#147;<U>Environmental Law</U>&#148; shall
mean any applicable federal, state, provincial, foreign, municipal, local or
foreign Requirement of Law, which, for the avoidance of doubt, shall include any
ordinance, code and rule of common law, including any judicial or administrative
order, consent decree or judgment relating to pollution or protection of the
Environment, occupational safety or of human health as affected by exposure to Hazardous Materials, including those relating to
the manufacture, generation, handling, transport, storage, treatment, Release or
threat of Release of Hazardous Materials. </P>
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<P align=justify style="text-indent:5%">&#147;<U>Environmental Liability</U>&#148;
shall mean any liability, loss, damage, claims and expense arising under or
relating to any Environmental Law including those arising from or relating to:
(a) compliance or non-compliance with any Environmental Law or permit, license
or approval issued thereunder, (b) the generation, use, handling,
transportation, storage, treatment or disposal of any Hazardous Materials, (c)
exposure to any Hazardous Materials, (d) the Release or threat of Release of any
Hazardous Materials or (e) any contract, agreement or other consensual
arrangement pursuant to which liability is assumed or imposed with respect to
any of the foregoing. </P>
<P align=justify style="text-indent:5%"> &#147;<U>Equity Interests</U>&#148; shall
mean Capital Stock and all warrants, options or other rights to acquire Capital
Stock, but excluding any debt security that is convertible into, or exchangeable
for, Capital Stock. </P>
<P align=justify style="text-indent:5%">&#147;<U>ERISA</U>&#148; shall mean the
Employee Retirement Income Security Act of 1974, as amended from time to time,
and, unless the context indicates otherwise, the regulations promulgated and
rulings issued thereunder. Section references to ERISA are to ERISA as in effect
at the date of this Agreement and any successor Section thereof. </P>
<P align=justify style="text-indent:5%">&#147;<U>ERISA Affiliate</U>&#148; shall
mean each trade or business (whether or not incorporated) which together with
any Credit Party would be deemed to be a &#147;single employer&#148; within the meaning of
Section 414(b) or (c) of the Code and, solely with respect to Section 412 of the
Code, within the meaning of Sections 414(b), (c), (m) or (o) of the Code.<SUP>
</SUP></P>
<P align=justify style="text-indent:5%">&#147;<U>ERISA Event</U>&#148; shall mean
(a) any &#147;reportable event,&#148; as defined in Section 4043 of ERISA or the
regulations issued thereunder, but excluding any event for which the 30-day
notice period is waived with respect to a Plan, (b) any failure to make a
required contribution to any Plan or Multiemployer Plan that would result in the
imposition of a Lien or other encumbrance or the failure to satisfy the minimum
funding standards set forth in Sections 412 or 430 of the Code or Section 302 or
303 of ERISA with respect to a Plan, (c) the incurrence by the Company, a
Restricted Subsidiary, or an ERISA Affiliate of any liability under Title IV of
ERISA with respect to the termination of any Plan or with respect to the
withdrawal or partial withdrawal (including under Section 4062(e) of ERISA) of
any of the Company, a Restricted Subsidiary, or an ERISA Affiliate from any Plan
or Multiemployer Plan, (d) the receipt by the Company, a Restricted Subsidiary,
or an ERISA Affiliate from the PBGC or a plan administrator of any notice of
intent to terminate any Plan or Multiemployer Plan or to appoint a trustee to
administer any Plan, (e) a determination that a Multiemployer Plan is insolvent,
within the meaning of Title IV of ERISA, (f) the occurrence of any non-exempt
&#147;prohibited transaction&#148; (within the meaning of Section 406 of ERISA or Section
4975 of the Code) with respect to which the Company or any Restricted Subsidiary
could reasonably be expected to have liability, (g) the occurrence of any event
or condition which constitutes grounds under Section 4042 of ERISA for the
termination of any Plan or the appointment of a trustee to administer any Plan,
(h) the filing of any request for or receipt of a minimum funding waiver under
Section 412(c) of the Code with respect to any Plan or Multiemployer Plan, (i) a
determination that any Plan is in &#147;at-risk&#148; status (as defined in Section
303(i)(4) of ERISA or Section 430(i)(4) of the Code) or (j) the receipt by the
Company, a Restricted Subsidiary or any ERISA Affiliate of any notice that a
Multiemployer Plan is, or is expected to be, in endangered or critical status
under Section 305 of ERISA.<SUP> </SUP></P>
<P align=justify style="text-indent:5%">&#147;<U>EU Bail-In Legislation
Schedule</U>&#148; means the EU Bail-In Legislation Schedule published by the Loan
Market Association (or any successor person), as in effect from time to time.
</P>
<P align=justify style="text-indent:5%">&#147;<U>Euro</U>&#148; and &#147;<U>&euro;</U>&#148; mean
the single currency of the Participating Member States. </P>
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<P align=justify style="text-indent:5%">&#147;<U>Eurocurrency Rate</U>&#148; shall
mean with respect to any Credit Extension: </P>
<P align=justify style="margin-left:5%;text-indent:5%;">
(i)&nbsp;&nbsp;&nbsp; &nbsp;denominated in a LIBOR Quoted Currency, the rate per
annum (rounded up to the nearest 1/100<SUP>th</SUP> of 1%) equal to the London
Interbank Offered Rate (&#147;<U>LIBOR</U>&#148;) or a comparable or successor rate which
rate is approved by the applicable Administrative Agent, as published on the
applicable Reuters screen page (or such other commercially available source
providing such quotations as may be designated by the applicable Administrative
Agent from time to time) at approximately 11:00 a.m., Local Time, two Business
Days prior to the commencement of any Interest Period (or, in the case of any
Credit Extension denominated in Pounds Sterling, approximately 11:00 a.m., Local
Time, on the first day of any Interest Period), for deposits in the relevant
currency (for delivery on the first day of such Interest Period) with a term
equivalent to such Interest Period; </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(ii)&nbsp;&nbsp;&nbsp;
&nbsp;denominated in Canadian Dollars, the rate per annum equal to the Canadian
Dealer Offered Rate (&#147;<U>CDOR</U>&#148;), or a comparable or successor rate which
rate is approved by the applicable Administrative Agent, as published on the
applicable Bloomberg screen page (or such other commercially available source
providing such quotations as may be designated by the applicable Administrative
Agent from time to time) at or about 10:00 a.m. (Local Time) on the Rate
Determination Date with a term equivalent to such Interest Period; and </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(iii)&nbsp;&nbsp;&nbsp;
&nbsp;denominated in any other Non-LIBOR Quoted Currency, the rate per annum as
designated with respect to such Alternative Currency at the time such
Alternative Currency is approved by the applicable Administrative Agent and the
Lenders pursuant to <U>Section 1.08(a);</U> <U>provided</U> that, to the extent
a comparable or successor rate is approved by the applicable Administrative
Agent in connection with any rate set forth in this definition, the approved
rate shall be applied in a manner consistent with market practice; </P>
<P style="MARGIN-LEFT: 0%" align=justify><U>provided</U>, <U>further</U> that to
the extent such market practice is not administratively feasible for the
applicable Administrative Agent, such approved rate shall be applied in a manner
as otherwise reasonably determined by the applicable Administrative Agent; and
if the Eurocurrency Rate shall be less than zero, such rate shall be deemed zero
for purposes of this Agreement. </P>
<P align=justify style="text-indent:5%">&#147;<U>Eurocurrency Rate Loan</U>&#148;
shall mean Loans that bears interest at a rate based on clause (a) of the
definition of the term &#147;Eurocurrency Rate.&#148; Eurocurrency Rate Loans may be
denominated in Dollars or in an Alternative Currency.</P>
<P align=justify style="text-indent:5%">&#147;<U>European Base Rate</U>&#148; shall
mean, with respect to Euros, Pounds Sterling, Swiss Francs and Dollars, funded
outside the United States, the Eurocurrency Rate for a one--month period on such
date, <U>plus</U> 1.00%, <U>provided</U> that, to the extent a comparable or
successor rate is approved by the applicable Administrative Agent in connection
herewith, the approved rate shall be applied in a manner consistent with market
practice; <U>provided</U>, <U>further</U> that to the extent such market
practice is not administratively feasible for the applicable Administrative
Agent, such approved rate shall be applied in a manner as otherwise reasonably
determined by the applicable Administrative Agent. Any change in such rate shall
take effect at the opening of business on the day of such change. </P>
<P align=justify style="text-indent:5%">&#147;<U>European Base Rate Loan</U>&#148;
shall mean a floating rate borrowing under the Dutch Subfacility that bears
interest based on the European Base Rate. </P>
<P align=justify style="text-indent:5%">&#147;<U>Event of Default</U>&#148; shall
have the meaning provided in <U>Section 11</U>. </P>
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<P align=justify style="text-indent:5%">&#147;<U>Exchange Act</U>&#148; shall mean
the Securities Exchange Act of 1934, as amended, and the rules and regulations
of the SEC promulgated thereunder. </P>
<P align=justify style="text-indent:5%">&#147;<U>Excluded Account</U>&#148; shall
mean a Deposit Account (i) which is used for the purposes of making payroll and
withholding tax payments related thereto and other employee wage and benefit
payments and accrued and unpaid employee compensation (including salaries,
wages, bonuses, benefits and expense reimbursements), (ii) which is used for the
sole purpose of paying or remitting taxes, including sales taxes, (iii) which is
used solely as an escrow account or as a fiduciary or trust account, (iv) the
aggregate average daily balance in which (in each case determined for the most
recently completed calendar month) does not at any time exceed $1,000,000 in the
aggregate for all such Deposit Accounts or (v) containing solely the proceeds of
borrowings or issuances of Indebtedness, including Borrowings of Loans
hereunder. </P>
<P align=justify style="text-indent:5%">&#147;<U>Excluded Assets</U>&#148; shall
have the meaning provided in the definition of the term &#147;Collateral and
Guarantee Requirement.&#148; </P>
<P align=justify style="text-indent:5%">&#147;<U>Excluded Subsidiary</U>&#148;
shall mean (a) each Immaterial Subsidiary, (b) each Subsidiary that is not a
Wholly-Owned Subsidiary on any date such Subsidiary would otherwise be required
to become a Guarantor pursuant to the requirements of <U>Section 8.10</U> (for
so long as such Subsidiary remains a non-Wholly-Owned Subsidiary), (c) each
Subsidiary (i) that is prohibited by any applicable Requirement of Law or
Contractual Requirement (with respect to any such Contractual Requirement, only
to the extent existing on the Closing Date or on the date such Person becomes a
Subsidiary of the Company and not entered into in contemplation thereof) from
guaranteeing the Obligations (and for so long as such restriction or any
replacement or renewal thereof is in effect), (ii) that would require consent,
approval, license or authorization to provide a Guarantee of the Obligations
from a Governmental Authority (unless such consent, approval, license or
authorization has been received) or for which the provision of such Guarantee
would result in material adverse tax consequences to the Company or one or more
of its Subsidiaries (as reasonably determined by the Company in consultation
with the Administrative Agent) or (iii) that is a CFC (or a Subsidiary of a CFC)
or FSHCO, (d) any other Subsidiary with respect to which, in the reasonable
judgment of the Administrative Agent and the Borrower, as agreed in writing, the
cost or other consequences of providing a Guarantee of the Obligations would be
excessive in view of the benefits to be obtained by the Lenders therefrom, (e)
each Unrestricted Subsidiary, (f) any Restricted Subsidiary acquired pursuant to
a Permitted Acquisition or other Investment permitted hereunder and financed
with secured Indebtedness permitted to be incurred pursuant to <U>Section
9.04</U>, and each Restricted Subsidiary acquired in such Permitted Acquisition
or other Investment permitted hereunder that guarantees such secured
Indebtedness, in each case, to the extent that, and for so long as, the
documentation relating to such secured Indebtedness to which such Subsidiary is
a party prohibits such Subsidiary from guaranteeing the Obligations and such
prohibition was not created in contemplation of such Permitted Acquisition or
other Investment permitted hereunder and (g) any special purpose entity
(including any not-for-profit entity). </P>
<P align=justify style="text-indent:5%">&#147;<U>Excluded Swap Obligation</U>&#148;
shall mean, with respect to any Guarantor, (a) any Swap Obligation if, and to
the extent that, all or a portion of the guarantee of such Guarantor pursuant to
the Guarantee of, or the grant by such Guarantor of a security interest to
secure, such Swap Obligation (or any guarantee pursuant to the Guarantee
thereof) is or becomes illegal or unlawful under the Commodity Exchange Act or
any rule, regulation, or order of the Commodity Futures Trading Commission (or
the application or official interpretation of any thereof) (i) by virtue of such
Guarantor&#146;s failure to constitute an &#147;eligible contract participant,&#148; as defined
in the Commodity Exchange Act and the regulations thereunder (determined after
giving pro forma effect to any applicable keep well, support, or other agreement
for the benefit of such Guarantor and any and all applicable guarantees of such
Guarantor&#146;s Swap Obligations by other Credit Parties), at the time the guarantee
of (or grant of such security interest by, as applicable) such Guarantor becomes or would become effective with respect to
such Swap Obligation or (ii) in the case of a Swap Obligation that is subject to
a clearing requirement pursuant to section 2(h) of the Commodity Exchange Act,
because such Guarantor is a &#147;financial entity,&#148; as defined in section 2(h)(7)(C)
of the Commodity Exchange Act, at the time the guarantee of (or grant of such
security interest by, as applicable) such Guarantor becomes or would become
effective with respect to such Swap Obligation or (b) any other Swap Obligation
designated as an &#147;Excluded Swap Obligation&#148; of such Guarantor as specified in
any agreement between the relevant Credit Parties and counterparties to such
Swap Obligations. If a Swap Obligation arises under a master agreement governing
more than one Swap, such exclusion shall apply only to the portion of such Swap
Obligation that is attributable to the Swap for which such guarantee or security
interest is or becomes excluded in accordance with the first sentence of this
definition. </P>
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<P align=justify style="text-indent:5%">&#147;<U>Excluded Taxes</U>&#148; shall
mean, with respect to the Administrative Agent, any Lender, or any other
recipient of any payment to be made by or on account of any obligation of any
Credit Party under any Credit Document, (a) income Taxes imposed on (or measured
by) its net income and franchise (and similar) Taxes imposed on it in lieu of
net income Taxes by a jurisdiction (or any political subdivision thereof) as a
result of (i) such recipient being organized or having its principal office or
applicable lending office in such jurisdiction or (ii) any other present or
former connection between such recipient and such jurisdiction (other than a
connection arising from such Administrative Agent, Lender or other recipient
having executed, delivered, become a party to, performed its obligations under,
received payments under, received or perfected a security interest under,
engaged in any other transaction pursuant to or enforced any Credit Document, or
sold or assigned an interest in any Loan or Credit Document), (b) any branch
profits Taxes under Section 884(a) of the Code, or any similar Tax, imposed by
any jurisdiction described in clause (a) above, (c) solely with respect to the
U.S. Subfacilities, in the case of a Lender (other than an assignee pursuant to
a request by the Company under <U>Section 3.04</U>), any U.S. federal
withholding Tax that is imposed on amounts payable to such Lender pursuant to a
Requirement of Law in effect at the time such Lender becomes a party to this
Agreement (or designates a new lending office), except to the extent that such
Lender (or its assignor, if any) was entitled, immediately prior to the time of
designation of a new lending office (or assignment), to receive additional
amounts from a Credit Party with respect to such U.S. federal withholding Tax
pursuant to <U>Section 4.01</U>, (d) any Tax that is attributable to such
recipient&#146;s failure to comply with <U>Section 4.01(b)</U> or <U>Section
4.01(c)</U> (in each case, subject to <U>Section 4.01(d)</U>), (e) any
withholding Taxes imposed under FATCA, (f) U.S. federal backup withholding Taxes
imposed pursuant to Code Section 3406, (g) solely with respect to the Canadian
Subfacility, any Canadian Taxes imposed as a result of such recipient not
dealing at arm&#146;s length (within the meaning of the ITA) with a Canadian Credit
Party, (h) solely with respect to the Canadian Subfacility, any Canadian Taxes
imposed as a result of such recipient being a &#147;specified shareholder&#148; (within
the meaning of subsection 18(5) of the ITA) of a Canadian Credit Party or not
dealing at arm&#146;s length with such a specified shareholder of a Canadian Credit
Party and (i) any Taxes imposed pursuant to Article 17(3) of the 1969 Dutch
Corporate Income Tax Act (<I>Wet op de vennootschapsbelasting</I>) on an
Administrative Agent or a Lender as a result of such Administrative Agent or
Lender having an interest, directly or indirectly, of 5.0% or more in a Dutch
Borrower. </P>
<P align=justify style="text-indent:5%">&#147;<U>Executive Order</U>&#148; shall
mean Executive Order No. 13224 on Terrorist Financing effective September 24,
2001.</P>
<P align=justify style="text-indent:5%">&#147;<U>Ex-FILO Average Usage</U>&#148;
shall mean, at any Adjustment Date, the average daily aggregate Revolving
Exposure for the applicable Subfacility (without giving effect to the U.S.
Tranche B Revolving Exposure and excluding any Revolving Exposure resulting from
any outstanding Swingline Loans) for the fiscal quarter period immediately
preceding such Adjustment Date divided by the Ex-FILO Revolving Commitments in
respect of such Subfacility at such time. </P>
<P align=center>-54- </P>
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<P align=justify style="text-indent:5%">&#147;<U>Ex-FILO Revolving
Commitment</U>&#148; shall mean the Canadian Revolving Commitment, the U.S. Tranche A
Revolving Commitment, and/or the Dutch Revolving Commitment, as the context may
require, but shall not include the U.S. Tranche B Revolving Commitment. </P>
<P align=justify style="text-indent:5%">&#147;<U>Ex-FILO</U> <U>Revolving
Exposure</U>&#148; shall mean the Canadian Revolving Exposure, the U.S. Tranche A
Revolving Exposure and/or the Dutch Revolving Exposure, as the context may
require, but shall not include the U.S. Tranche B Revolving Exposure. </P>
<P align=justify style="text-indent:5%">&#147;<U>Ex-FILO Revolving
Lenders</U>&#148; shall mean a Lender with an Ex-FILO Revolving Commitment.
</P>
<P align=justify style="text-indent:5%">&#147;<U>Ex-FILO Revolving Loans</U>&#148; shall mean Canadian Revolving Loans, U.S.
Tranche A Revolving Loans, Dutch Revolving Loans, Protective Advances and/or
Overadvance Loans, as the context may require, but shall not include the U.S.
Tranche B Revolving Loans. </P>
<P align=justify style="text-indent:5%">&#147;<U>Ex-FILO Subfacilities</U>&#148;
shall have the meaning provided in the recitals.</P>
<P align=justify style="text-indent:5%">&#147;<U>Ex-FILO Unused Line Fee</U>&#148;
shall have the meaning provided in <U>Section 2.05(a)(I)</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>Ex-FILO Unused Line Fee
Rate</U>&#148; shall mean, for any day, (i) initially, a percentage per annum equal
to 0.30% and (ii) following the end of the first full quarter after the Closing
Date, a percentage per annum determined by reference to the following grid based
on the Ex-FILO Average Usage under the applicable Ex-FILO Subfacility as of the
most recent Adjustment Date: </P>
<DIV align=center>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
borderColor=#000000 cellSpacing=0 cellPadding=3 width="50%" border=1>

  <TR vAlign=top>
    <TD noWrap align=center>Ex-FILO Average Usage </TD>
    <TD noWrap align=center width="50%">Unused Line Fee Rate </TD></TR>
  <TR vAlign=top>
    <TD align=center>&lt; 25% </TD>
    <TD align=center width="50%">0.30% </TD></TR>
  <TR vAlign=top>
    <TD align=center>&#8805; 25% </TD>
    <TD align=center width="50%">0.25% </TD></TR></TABLE></DIV>
<P align=justify style="text-indent:5%">&#147;<U>Existing Credit
Agreements</U>&#148; shall mean the (i) the Amendment and Restatement Agreement,
dated October 14, 2014, relating to a &euro;92,500,000 Multipurpose Facilities
Agreement, originally dated September 25, 2012, among The Organic Corporation
B.V., Tradin Organic Agriculture B.V., SunOpta Foods Europe B.V., Tradin
Organics USA Inc. and Trabocca B.V., as borrowers, and ING Bank N.V.,
Cooperative Centrale Raiffeissen-Boerenleenbank B.A. and Deutsche Bank AG,
Amsterdam Branch, as lenders and (ii) the Seventh Amended and Restated Credit
Agreement, dated as of July 27, 2012, among SunOpta Inc. and SunOpta Foods Inc.,
as borrowers, certain affiliates of the borrowers, the Bank of Montreal, as
administrative agent and the lenders from time to time party thereto, in each
case, as amended, restated or otherwise modified from time to time prior to the
Closing Date. </P>
<P align=justify style="text-indent:5%">&#147;<U>Existing Indebtedness</U>&#148;
shall have the meaning provided in <U>Section 9.04(iv)</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>Existing Letters of
Credit</U>&#148; shall mean those Letters of Credit set forth on <U>Schedule
1.01B</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>Existing Revolving Class</U>&#148;
shall have the meaning provided in <U>Section 2.19(a)</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>Existing Revolving
Commitment</U>&#148; shall have the meaning provided in <U>Section 2.19(a)</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>Existing Revolving Loans</U>&#148;
shall have the meaning provided in Section 2.19(a) . </P>
<P align=justify style="text-indent:5%">&#147;<U>Extended Revolving
Commitments</U>&#148; shall have the meaning provided in <U>Section 2.19(a)</U>. </P>
<P align=center>-55- </P>
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<P align=justify style="text-indent:5%">&#147;<U>Extended Revolving Loans</U>&#148;
shall have the meaning provided in <U>Section 2.19(a)</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>Extending Lender</U>&#148; shall
have the meaning provided in <U>Section 2.19(b)</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>Extension Amendment</U>&#148;
shall have the meaning provided in <U>Section 2.19(c)</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>Extension Date</U>&#148; shall
have the meaning provided in <U>Section 2.19(d)</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>Extension Election</U>&#148; shall
have the meaning provided in <U>Section 2.19(b)</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>Extension Request</U>&#148; shall
have the meaning provided in <U>Section 2.19(a)</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>Fair Market Value</U>&#148; shall
mean, with respect to any asset or liability, the fair market value of such
asset or liability as determined by the Company in good faith. </P>
<P align=justify style="text-indent:5%"> &#147;<U>FATCA</U>&#148; shall mean
Sections 1471 through 1474 of the Code as of the date of this Agreement (or any
amended or successor version that is substantively comparable and not materially
more onerous to comply with), any current or future regulations thereunder or
official interpretations thereof, any agreements entered into pursuant to
current Section 1471(b)(1) of the Code (or any amended or successor version
described above), and any intergovernmental agreements (or related legislation
or official administrative rules or practices) implementing the foregoing. </P>
<P align=justify style="text-indent:5%">&#147;<U>FCCR Test Amount</U><B>&#148;
</B>shall have the meaning provided in the definition of the term &#147;Financial
Covenant Triggering Event&#148;. </P>
<P align=justify style="text-indent:5%">&#147;<U>FCPA</U>&#148; shall have the
meaning provided in <U>Section 7.14(c)</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>Federal Funds Rate</U>&#148; shall
mean (a) the weighted average of interest rates on overnight federal funds
transactions with members of the Federal Reserve System arranged by federal
funds brokers on the applicable Business Day (or on the preceding Business Day,
if the applicable day is not a Business Day), as published by the Federal
Reserve Bank of New York on the next Business Day; or (b) if no such rate is
published on the next Business Day, the average rate (rounded up, if necessary,
to the nearest 1/8 of 1%) charged to the Administrative Agent on the applicable
day on such transactions, as determined by the Administrative Agent;
<U>provided</U> if the Federal Funds Rate shall be less than zero, such rate
shall be deemed zero for purposes of this Agreement. </P>
<P align=justify style="text-indent:5%">&#147;<U>Fees</U>&#148; shall mean all
amounts payable pursuant to or referred to in <U>Section 2.05</U>.</P>
<P align=justify style="text-indent:5%">&#147;<U>Field Examination</U>&#148; shall
mean field audits and examinations prepared on a basis reasonably satisfactory
to the Administrative Agent, setting forth the value of Accounts, which audits
and examinations shall be prepared in accordance with this Agreement by an
examiner selected by the Administrative Agent in its reasonable discretion. </P>
<P align=justify style="text-indent:5%">&#147;<U>FILO Prepayment
Conditions</U>&#148; shall mean, with respect to (x) any optional prepayment of U.S.
Tranche B Revolving Loans after the one year anniversary of the Second Amendment
Effective Date pursuant to Section 2.09(a) and (y) any termination or reduction
of U.S. Tranche B Revolving Commitments after the one year anniversary of the
Second Amendment Effective Date pursuant to Section 2.07(b)(iv),as of the date
of any such optional prepayment of U.S. Tranche B Revolving Loans or
termination/reduction of U.S. Tranche B Revolving Commitments, and after giving
effect thereto, the following: </P>
<P align=center>-56- </P>
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<P align=justify style="margin-left:5%;text-indent:5%;">(i)&nbsp;&nbsp;&nbsp;&nbsp; no Event
of Default shall exist or have occurred and be continuing, and </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(ii)&nbsp;&nbsp;&nbsp;&nbsp; the
Total Excess Availability on such date, and during the immediately preceding 30
consecutive day period (assuming such optional prepayment of U.S. Tranche B
Revolving Loans or termination/reduction of U.S. Tranche B Revolving Commitments
occurred on the first day of such 30 consecutive day period) shall have been not
less than the greater of (x) 20.0% of the Line Cap and (y) $40,000,000. </P>
<P align=justify style="text-indent:5%">&#147;<U>FILO Reserve Shortfall</U>&#148;
shall mean the amount by which the outstanding principal amount of U.S. Tranche
B Revolving Loans exceed the U.S. Tranche B Borrowing Base. </P>
<P align=justify style="text-indent:5%">&#147;<U>Financial Covenant Triggering
Event</U>&#148; shall mean, at any time, that Total Excess Availability is less than
the greater of (a) $20,000,000 and (b) 10.0% of the Line Cap, as of such date
(such greater of amount, the &#147;<U>FCCR Test Amount</U>&#148;). Upon the occurrence of
any Financial Covenant Triggering Event, such Financial Covenant Triggering
Event shall be deemed to be continuing notwithstanding that Total Excess
Availability may thereafter exceed the FCCR Test Amount unless and until Total
Excess Availability exceeds such FCCR Test Amount for thirty (30) consecutive
days, in which event a Financial Covenant Triggering Event shall no longer be
deemed to be continuing. </P>
<P align=justify style="text-indent:5%"> &#147;<U>First Amendment</U>&#148; shall
mean the First Amendment, dated as of October 7, 2016, to this Agreement. </P>
<P align=justify style="text-indent:5%">&#147;<U>First Amendment Effective
Date</U>&#148; shall have the meaning provided in the First Amendment. </P>
<P align=justify style="text-indent:5%">&#147;<U>First Lien Claimholders</U>&#148;
shall have the meaning provided in the Intercreditor Agreement. </P>
<P align=justify style="text-indent:5%">&#147;<U>First Lien Collateral
Agent</U>&#148; shall have the meaning provided in the Intercreditor Agreement. </P>
<P align=justify style="text-indent:5%">&#147;<U>Fixed Asset Reappraisal
Event</U>&#148; shall have the meaning provided in <U>Section 8.02(d)</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>Flood Insurance Laws</U>&#148;
shall mean, collectively, (i) National Flood Insurance Reform Act of 1994 (which
comprehensively revised the National Flood Insurance Act of 1968 and the Flood
Disaster Protection Act of 1973) as now or hereafter in effect or any successor
statute thereto, (ii) the Flood Insurance Reform Act of 2004 as now or hereafter
in effect or any successor statute thereto and (iii) the Biggert-Waters Flood
Insurance Reform Act of 2012 as now or hereafter in effect or any successor
statute thereto. </P>
<P align=justify style="text-indent:5%">&#147;<U>Foreign Pension Plan</U>&#148;
shall mean any plan, fund (including, without limitation, any superannuation
fund) or other similar program established or maintained outside the United
States, Canada or the Netherlands by the Company or any one or more of the
Restricted Subsidiaries primarily for the benefit of employees of the Company or
such Restricted Subsidiaries residing outside the United States, Canada or the
Netherlands, which plan, fund or other similar program provides, or results in,
retirement income, a deferral of income in contemplation of retirement or
payments to be made upon termination of employment, and which plan is not
subject to ERISA, the Canadian Employee Benefits Legislation or the Dutch
Pension Regulations. </P>
<P align=justify style="text-indent:5%">&#147;<U>Foreign Subsidiaries</U>&#148;
shall mean each Subsidiary of the Company that is not a Domestic Subsidiary.
</P>
<P align=center>-57- </P>
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<P align=justify style="text-indent:5%">&#147;<U>Fronting Exposure</U>&#148; shall
mean a Defaulting Lender&#146;s Pro Rata Percentage under the applicable Subfacility
or Subfacilities of LC Exposure or Swingline Exposure, as applicable, except to
the extent allocated to other Lenders under <U>Section 2.11</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>Fronting Fee</U>&#148; shall have
the meaning provided in <U>Section 2.05(c)</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>FSHCO</U>&#148; shall mean any
Domestic Subsidiary that is a direct or indirect Subsidiary of the U.S. Parent
Borrower and has no material assets other than the Capital Stock (including, for
the avoidance of doubt, any instrument treated as Capital Stock for U.S. federal
income tax purposes) of one or more Foreign Subsidiaries that are CFCs. </P>
<P align=justify style="text-indent:5%">&#147;<U>GAAP</U>&#148; shall mean (i)
generally accepted accounting principles in the United States of America which
are in effect from time to time or (ii) if elected by the Company by written
notice to the Administrative Agent in connection with the delivery of financial
statements and information, the accounting standards and interpretations
(&#147;<U>IFRS</U>&#148;) adopted by the International Accounting Standard Board, as in
effect from time to time on or after the date on which the Company is making
such election; <U>provided</U>, that (a) any such election once made shall be
irrevocable and (b) from and after such election, all ratios, computations and
other determinations based on GAAP contained in this Agreement shall be computed
in conformity with IFRS. </P>
<P align=justify style="text-indent:5%"> &#147;<U>Governmental Approvals</U>&#148;
shall mean all authorizations, consents, approvals, licenses and exemptions of,
registrations and filings with, and required reports to, all Governmental
Authorities. </P>
<P align=justify style="text-indent:5%">&#147;<U>Governmental Authority</U>&#148;
shall mean the government of the United States of America, Canada, the
Netherlands, the United Kingdom, any other nation or any political subdivision
thereof, whether state, provincial, municipal or local, and any agency,
authority, instrumentality, regulatory body, court, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government (including any
supra-national bodies such as the European Union or the European Central Bank).
</P>
<P align=justify style="text-indent:5%">&#147;<U>Guaranteed Creditors</U>&#148;
shall mean the Secured Creditors. </P>
<P align=justify style="text-indent:5%">&#147;<U>Guaranteed Party</U>&#148; shall
mean with respect to any Credit Party, any other Credit Party. </P>
<P align=justify style="text-indent:5%">&#147;<U>Guarantees</U>&#148; shall have
the meaning provided in the definition of the term &#147;Collateral and Guarantee
Requirement&#148; and, for the avoidance of doubt, shall include the Credit Party
Guarantee and any additional guarantee entered into pursuant to <U>Section
8.10</U>. </P>
<P align=justify style="text-indent:5%"> &#147;<U>Guarantor</U>&#148; shall mean
each Borrower (other than with respect to its own Obligations) and each
Subsidiary Guarantor. </P>
<P align=justify style="text-indent:5%"> &#147;<U>Hazardous Materials</U>&#148;
shall mean (a) any petroleum or petroleum products, radioactive materials,
asbestos that is or could become friable, urea formaldehyde foam insulation,
polychlorinated biphenyls, and radon gas; (b) any chemicals, materials or
substances defined as or included in the definition of the terms &#147;hazardous
substances,&#148; &#147;hazardous waste,&#148; &#147;hazardous materials,&#148; &#147;extremely hazardous
substances,&#148; &#147;restricted hazardous waste,&#148; &#147;toxic substances,&#148; or words of
similar import, under any applicable Environmental Law; and (c) any other
chemical, material or substance which is regulated, or which would reasonably be
expected to give rise to liability under any Environmental Law. </P>
<P align=center>-58- </P>
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<P align=justify style="text-indent:5%">&#147;<U>Hedge Reserve</U>&#148; shall mean
the aggregate amount of reserves established or modified by the Administrative
Agent from time to time in its Permitted Discretion and in accordance with the
provisions of <U>Section 2.22</U> in respect of Secured Reserved Hedges. </P>
<P align=justify style="text-indent:5%">&#147;<U>Hedging Agreement</U>&#148; shall
mean any agreement with respect to any interest rate swap, interest rate cap,
interest rate collar, commodity swap, commodity cap, commodity collar, commodity
option, foreign exchange, currency swap or similar agreement (including equity
derivative agreements) providing for the transfer, modification or mitigation of
interest rate, currency, commodity risks or equity risks either generally or
under specific contingencies. </P>
<P align=justify style="text-indent:5%">&#147;<U>Hedging Obligations</U>&#148;
shall mean respect to any Person, the obligations of such Person under any
Hedging Agreement.</P>
<P align=justify style="text-indent:5%">&#147;<U>Historical Financial
Statements</U>&#148; shall mean (a) audited consolidated balance sheets of the
Company and its consolidated Subsidiaries as at the end of, and related audited
consolidated statements of operations, comprehensive earnings (loss),
shareholders&#146; equity and cash flows of the Company and its consolidated
Subsidiaries for, the fiscal years ended December 29, 2012, December 28, 2013
and January 3, 2015 and (b) an unaudited consolidated balance sheet of the
Company and its consolidated Subsidiaries as at the end of, and related
unaudited consolidated statements of operations and cash flows of the Company
and its subsidiaries for the nine month period ended October 3, 2015. </P>
<P align=justify style="text-indent:5%">&#147;<U>HMT</U>&#148; shall have the
meaning provided in the definition of the term &#147;Sanctions&#148;. </P>
<P align=justify style="text-indent:5%">&#147;<U>Immaterial Subsidiary</U>&#148;
shall mean, at any date of determination, any Restricted Subsidiary of the
Company now existing or hereafter acquired or formed (a) whose total assets
(when combined with the assets of such Restricted Subsidiary&#146;s Subsidiaries,
after eliminating intercompany obligations) at the last day of the Test Period
most recently ended on or prior to such determination date were an amount equal
to or less than 5% of the Consolidated Total Assets of the Company and its
Restricted Subsidiaries at such date and (b) whose gross revenues (when combined
with the revenues of such Restricted Subsidiary&#146;s Subsidiaries, after
eliminating intercompany obligations) for such Test Period were an amount equal
to or less than 5% of the consolidated gross revenues of the Company and its
Restricted Subsidiaries for such Test Period, in each case determined in
accordance with GAAP. <U>Schedule 1.01C</U> sets forth each Restricted
Subsidiary that is an Immaterial Subsidiary that has not executed this Agreement
as a Guarantor on and as of the Closing Date. </P>
<P align=justify style="text-indent:5%">&#147;<U>Increase Date</U>&#148; shall have
the meaning provided in <U>Section 2.15(b)</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>Increase Loan Lender</U>&#148;
shall have the meaning provided in <U>Section 2.15(b)</U>. </P>
<P align=justify style="text-indent:5%"> &#147;<U>Incremental Revolving
Commitment Agreement</U>&#148; shall have the meaning provided in <U>Section
2.15(d)</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>Incur</U>&#148; or &#147;<U>incur</U>&#148;
shall mean create, incur, issue, assume, guarantee or otherwise become directly
or indirectly liable, contingently or otherwise, with respect to any
Indebtedness. The term &#147;Incurrence&#148; or &#147;<U>incurrence</U>&#148; when used as a noun
shall have a correlative meaning. </P>
<P align=justify style="text-indent:5%">&#147;<U>Indebtedness</U>&#148; shall mean,
with respect to any Person, without duplication: </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(a)&nbsp;&nbsp;&nbsp;&nbsp; any
indebtedness (including principal and premium) of such Person, whether or not
contingent: </P>
<P align=center>-59- </P>
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<P align=justify style="margin-left:10%;text-indent:5%;">(i)&nbsp;&nbsp;&nbsp;&nbsp; in
respect of borrowed money; </P>
<P align=justify style="margin-left:10%;text-indent:5%;">(ii)&nbsp;&nbsp;&nbsp;
&nbsp;evidenced by bonds, notes, debentures or similar instruments or letters of
credit or bankers&#146; acceptances (or, without duplication, reimbursement
agreements in respect thereof); </P>
<P align=justify style="margin-left:10%;text-indent:5%;">(iii)&nbsp;&nbsp;&nbsp;
&nbsp;representing the balance deferred and unpaid of the purchase price of any
property (including Capitalized Lease Obligations) due more than twelve months
after such property is acquired, except (x) any such balance that constitutes an
obligation in respect of a commercial letter of credit, a trade payable or
similar obligation to a trade creditor, in each case accrued in the ordinary
course of business and (y) any earn-out obligations until such obligation
becomes a liability on the balance sheet of such Person in accordance with GAAP
and is not paid after becoming due and payable; or </P>
<P align=justify style="margin-left:10%;text-indent:5%;">(iv)&nbsp;&nbsp;&nbsp;
&nbsp;representing the net obligations under any Hedging Agreement; if and to
the extent that any of the foregoing Indebtedness (other than letters of credit
and Hedging Obligations) would appear as a liability upon a balance sheet
(excluding the footnotes thereto) of such Person prepared in accordance with
GAAP; </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(b)&nbsp;&nbsp;&nbsp;&nbsp; to the
extent not otherwise included, any obligation by such Person to be liable for,
or to pay, as obligor, guarantor or otherwise, on the obligations of the type
referred to in clause (a) of a third Person (whether or not such items would
appear upon the balance sheet of such obligor or guarantor), other than by
endorsement of negotiable instruments for collection in the ordinary course of
business; and </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(c)&nbsp;&nbsp;&nbsp; &nbsp;to the
extent not otherwise included, the obligations of the type referred to in clause
(a) of a third Person secured by a Lien on any asset owned by such first Person,
whether or not such Indebtedness is assumed by such first Person, but limited to
the Fair Market Value of the assets subject to such Lien; <U>provided</U> that
notwithstanding the foregoing, Indebtedness shall (A) include the Indebtedness
of any partnership in which such Person is a general partner, except to the
extent such Indebtedness is expressly non-recourse to such Person and only to
the extent such Indebtedness would be included in the calculation of the
aggregate principal amount of indebtedness of such Person determined in
accordance with GAAP and (B) be deemed not to include (i) Contingent Obligations
incurred in the ordinary course of business and (ii) obligations under or in
respect of any operating lease or Sale-Leaseback Transactions (except any
resulting Capitalized Lease Obligations); <U></U></P>
<P align=justify><U>provided, further,</U> that Indebtedness shall be calculated
without giving effect to the effects of Financial Accounting Standards Board
Accounting Standards Codification Topic No. 815 and related interpretations to
the extent such effects would otherwise increase or decrease an amount of
Indebtedness for any purpose under this Agreement as a result of accounting for
any embedded derivatives created by the terms of such Indebtedness. </P>
<P align=justify style="text-indent:5%">&#147;<U>Indemnified Liabilities</U>&#148;
shall have the meaning provided in <U>Section 12.01(a)</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>Indemnified Person</U>&#148; shall
have the meaning provided in Section 12.01(a) . </P>
<P align=justify style="text-indent:5%">&#147;<U>Indemnified Taxes</U>&#148; shall
mean all Taxes other than (i) Excluded Taxes and (ii) Other Taxes. </P>
<P align=justify style="text-indent:5%">&#147;<U>Indenture Fixed Charges</U>&#148;
shall mean with respect to any Person for any period, the sum of, without
duplication: </P>
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<P align=justify style="margin-left:5%;text-indent:5%;">(a)&nbsp;&nbsp;&nbsp;&nbsp;
Consolidated Interest Expense of such Person for such period; </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(b)&nbsp;&nbsp;&nbsp; &nbsp;all cash
dividends or other distributions paid (excluding items eliminated in
consolidation) on any series of Preferred Stock during such period; and (c) all
cash dividends or other distributions paid (excluding items eliminated in
consolidation) on any series of Disqualified Stock during such period. </P>
<P align=justify style="text-indent:5%">&#147;<U>Independent Financial
Advisor</U>&#148; shall mean an accounting, appraisal, investment banking firm or
consultant to Persons engaged in Similar Businesses of nationally recognized
standing that is, in the good faith judgment of the Company, qualified to
perform the task for which it has been engaged. </P>
<P align=justify style="text-indent:5%"><U><FONT color=#0000ff>&#147;Initial
U.S. Tranche B Revolving Commitment&#148; shall mean, with respect to each Initial
U.S. Tranche B Revolving Lender, the commitment, if any, of such Lender to make
U.S. Tranche B Revolving Loans hereunder up to the amount set forth and opposite
such Lender&#146;s name on Schedule 2.01 as of the Second Amendment Effective Date
under the caption &#147;U.S. Tranche B Revolving Commitment,&#148; or in the</FONT></U>
<U><FONT color=#0000ff>Assignment and Assumption Agreement pursuant to which
such Lender assumed its Initial U.S. Tranche B Revolving Commitment, as
applicable, as the same was terminated and permanently reduced to $0 on the
Second Amendment Effective Date pursuant to Section 2.07. </FONT></U></P>
<P align=justify style="text-indent:5%"><U><FONT color=#0000ff>&#147;Initial
U.S. Tranche B Revolving Lender&#148; shall mean any Lender with an Initial U.S.
Tranche B Revolving Commitment or Initial U.S. Tranche B Revolving
Loans.</FONT></U> </P>
<P align=justify style="text-indent:5%"><U><FONT color=#0000ff>&#147;Initial
U.S. Tranche B Revolving Loans&#148; shall mean the U.S. Tranche B Revolving Loans
made by the Initial U.S. Tranche B Revolving Lenders on the Second Amendment
Effective Date pursuant to the Initial U.S. Tranche B Revolving
Commitments.</FONT></U> </P>
<P align=justify style="text-indent:5%">&#147;<U>Intellectual Property</U>&#148;
shall mean all worldwide rights in and to (i) patents, (ii) trademarks, service
marks, trade names, trade dress, trade styles, domain names and other
identifiers of source or goodwill, (iii) copyrights and works subject to
copyright law, (iv) computer software, data and databases, (v) industrial
designs and other protections for designs, (vi) inventions, discoveries, trade
secrets, know how and other proprietary or confidential information, and (vii)
issuances, registrations or applications for any of the foregoing. </P>
<P align=justify style="text-indent:5%">&#147;<U>Intercreditor Agreement</U>&#148;
shall mean the Amended and Restated Intercreditor Agreement, dated as of October
20, 2016, among BANA, in its capacity as agent for the First Lien Claimholders,
U.S. Bank National Association, in its capacity as collateral agent for the
Second Lien Claimholders and each additional First Lien Collateral Agent and
each additional Second Lien Collateral Agent from time to time party thereto.
</P>
<P align=justify style="text-indent:5%">&#147;<U>Interest Period</U>&#148; shall
mean, as to any Borrowing of a Eurocurrency Rate Loan, the period commencing on
the date of such Borrowing or on the last day of the immediately preceding
Interest Period applicable to such Borrowing, as applicable, and ending on the
numerically corresponding day (or, if there is no numerically corresponding day,
on the last day) in the calendar month that is one, two, three or six month
months thereafter, as the Relevant Borrower may elect, or the date any Borrowing
of a Eurocurrency Rate Loan is converted to a Borrowing of a U.S. Base Rate
Loan, European Base Rate Loan or Canadian Base Rate Loan in accordance with
<U>Section 2.08</U> or repaid or prepaid in accordance with <U>Section 2.07</U>
or <U>Section 2.09</U>; <U>provided</U> that, if any Interest Period would end
on a day other than a Business Day, such Interest Period shall be extended to
the next succeeding Business Day unless such next succeeding Business Day would
fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day. Interest shall
accrue from and including the first day of an Interest Period to but excluding
the last day of such Interest Period. </P>
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<P align=justify style="text-indent:5%"><U><FONT
color=#0000ff>&#147;In-Transit Inventory&#148; shall have the meaning provided in the
definition of &#147;Eligible In-Transit Inventory&#148;.</FONT></U> </P>
<P align=justify style="text-indent:5%"><U><FONT
color=#0000ff>&#147;In-Transit Reserves&#148; shall have the meaning provided in the
definition of &#147;Eligible In-Transit Inventory&#148;.</FONT></U> </P>
<P align=justify style="text-indent:5%">&#147;<U>Inventory</U>&#148; shall mean all
&#147;inventory,&#148; as such term is defined in the UCC (or with respect to any Canadian
Credit Party, the PPSA) or with respect to Inventory owned by any Dutch Credit
Party,<SUP> </SUP>all raw materials, work in progress and finished goods legally
and beneficially owned, in any such case, wherever located, in which any Person
now or hereafter has rights. </P>
<P align=justify style="text-indent:5%">&#147;<U>Inventory Approved
Countries</U>&#148; shall mean (a) the United States, Canada, and the Netherlands and
(b) solely to the extent the applicable Additional Inventory Security Actions
have been completed for such jurisdictions, and with respect to the Dutch
Borrowing Base only, the United Kingdom, France and/or Germany. For the
avoidance of doubt, such list of Inventory Approved Countries shall not be
construed to expand the list of approved jurisdictions of Borrowers who own
Eligible Inventory beyond the United States, Canada and the Netherlands. </P>
<P align=justify style="text-indent:5%">&#147;<U>Investment and Junior Debt
Incurrence Conditions</U>&#148; shall mean with respect to (x) any acquisition or
other Investment or (y) any Incurrence of Junior Debt that satisfies the Junior
Debt Conditions, the following: </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
as of the date of any such acquisition, other Investment or Incurrence of Junior
Debt, and after giving pro forma effect thereto, no Event of Default shall exist
or have occurred and be continuing, and </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(iv)&nbsp;&nbsp;&nbsp;&nbsp; as of
the date of any such acquisition, other Investment or Incurrence of Junior Debt,
and after giving pro forma effect thereto, the Total Excess Availability on such
date, and during the immediately preceding 30 consecutive day period (assuming
such acquisition, other Investment or Incurrence of Junior Debt occurred on the
first day of such 30 consecutive day period) shall have been not less than the
greater of (x) 12.5% of the Line Cap and (y) $25,000,000, and </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(v)&nbsp;&nbsp;&nbsp;&nbsp; the
Consolidated Fixed Charge Coverage Ratio, calculated on a pro forma basis for
such acquisition, other Investment or Incurrence of Junior Debt shall be no less
than 1.0 to 1.0; <U>provided</U> that this clause (iii) shall not apply if, as
of the date of any such acquisition, other Investment or Incurrence of Junior
Debt, and after giving effect thereto, the Total Excess Availability on such
date, and during the immediately preceding 30 consecutive day period (assuming
such acquisition, other Investment or Incurrence of Junior Debt occurred on the
first day of such 30 consecutive day period) shall have been not less than the
greater of (x) 17.5% of the Line Cap and (y) $35,000,000. </P>
<P align=justify style="text-indent:5%">&#147;<U>Investment Cash
Equivalents</U>&#148; shall mean: </P>
<P align=justify style="margin-left:5%;text-indent:5%;">(a)&nbsp;&nbsp;&nbsp; &nbsp;(i)
Dollars, Canadian Dollars, Euro, Pounds Sterling, yen or any national currency
of any participating member state of the European Union or (ii) such local
currencies held by a Foreign Subsidiary from time to time in the ordinary course
of business; </P>
<P align=center>-62- </P>
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<P align=justify style="margin-left:5%;text-indent:5%">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;securities
issued or directly and fully and unconditionally guaranteed or insured by the
U.S. government or any agency or instrumentality thereof the securities of which
are unconditionally guaranteed as a full faith and credit obligation of such
government with maturities of 24 months or less from the date of acquisition;
</P>
<P align=justify style="margin-left:5%;text-indent:5%">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;certificates
of deposit, time deposits and eurodollar time deposits with maturities of 24
months or less from the date of acquisition, demand deposits, bankers&#146;
acceptances with maturities not exceeding one year and overnight bank deposits,
in each case with any domestic or foreign commercial bank having capital and
surplus of not less than $250,000,000 in the case of U.S. banks and $100,000,000
million (or the U.S. dollar equivalent as of the date of determination) in the
case of non-U.S. banks; </P>
<P align=justify style="margin-left:5%;text-indent:5%">(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;repurchase
obligations for underlying securities of the types described in clauses (b), (c)
and (g) entered into with any financial institution or recognized securities
dealer meeting the qualifications specified in clause (c) above; </P>
<P align=justify style="margin-left:5%;text-indent:5%">(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
commercial paper and variable or fixed rate notes rated at least &#147;P-2&#148; by
Moody&#146;s or at least &#147;A-2&#148; by S&amp;P (or, if at any time neither Moody&#146;s nor
S&amp;P shall be rating such obligations, an equivalent rating from another
rating agency) and in each case maturing within 24 months after the date of
creation thereof and Indebtedness or Preferred Stock issued by Persons with a
rating of &#147;A&#148; or higher from S&amp;P or &#147;A-2&#148; or higher from Moody&#146;s with
maturities of 24 months or less from the date of acquisition; </P>
<P align=justify style="margin-left:5%;text-indent:5%">(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;marketable
short-term money market and similar funds having a rating of at least &#147;P-2&#148; or
&#147;A-2&#148; from either Moody&#146;s or S&amp;P, respectively (or, if at any time neither
Moody&#146;s nor S&amp;P shall be rating such obligations, an equivalent rating from
another rating agency); </P>
<P align=justify style="margin-left:5%;text-indent:5%">(g)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;readily
marketable direct obligations issued by any state, commonwealth or territory of
the United States or any political subdivision or taxing authority thereof
having an Investment Grade Rating from either Moody&#146;s or S&amp;P (or, if at any
time neither Moody&#146;s nor S&amp;P shall be rating such obligations, an equivalent
rating from another rating agency) with maturities of 24 months or less from the
date of acquisition; </P>
<P align=justify style="margin-left:5%;text-indent:5%">(h)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
readily marketable direct obligations issued by any foreign government or any
political subdivision or public instrumentality thereof, in each case having an
Investment Grade Rating from either Moody&#146;s or S&amp;P (or, if at any time
neither Moody&#146;s nor S&amp;P shall be rating such obligations, an equivalent
rating from another rating agency) with maturities of 24 months or less from the
date of acquisition; </P>
<P align=justify style="margin-left:5%;text-indent:5%">(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Investments
with average maturities of 24 months or less from the date of acquisition in
money market funds rated &#147;AAA-&#148; (or the equivalent thereof) or better by S&amp;P
or &#147;Aaa3&#148; (or the equivalent thereof) or better by Moody&#146;s (or, if at any time
neither Moody&#146;s nor S&amp;P shall be rating such obligations, an equivalent
rating from another rating agency);</P>
<P align=justify style="margin-left:5%;text-indent:5%">(j)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
securities with maturities of 12 months or less from the date of acquisition
backed by standby letters of credit issued by any financial institution or
recognized securities dealer meeting the qualifications specified in clause (3)
above; and </P>
<P align=justify style="margin-left:5%;text-indent:5%">(k)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;investment
funds investing at least 90% of their assets in securities of the types
described in clauses (a) through (j) above.</P>
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<P align=justify style="text-indent:5%">In the case of Investments made
by a Foreign Subsidiary (or temporarily held by the Company or the Restricted
Subsidiaries as part of their cash management arrangements with a Foreign
Subsidiary in the ordinary course of business or consistent with past practice)
in a country outside the United States, Cash Equivalents shall also include (a)
investments of the type and maturity described in clauses (a) through (g) and
clauses (i), (j) and (k) above of foreign obligors, which Investments or
obligors (or the parents of such obligors) have ratings described in such
clauses or equivalent ratings from comparable foreign rating agencies and (b)
other short-term investments utilized by Foreign Subsidiaries that are
Restricted Subsidiaries in accordance with normal investment practices for cash
management in investments analogous to the foregoing investments in clauses (a)
through (k) and in this paragraph. </P>
<P align=justify style="text-indent:5%">Notwithstanding the foregoing,
Cash Equivalents shall include amounts denominated in currencies other than
those set forth in clauses (a) and (b) above, <U>provided</U><I> </I>that such
amounts are converted into any currency listed in clauses (a) and (b) as
promptly as practicable and in any event within ten Business Days following the
receipt of such amounts. </P>
<P align=justify style="text-indent:5%">For the avoidance of doubt, any
items identified as Cash Equivalents under this definition will be deemed to be
Cash Equivalents for all purposes under this Agreement regardless of the
treatment of such items under GAAP. </P>
<P align=justify style="text-indent:5%">&#147;<U>Investment Grade Rating</U>&#148;
shall mean a rating equal to or higher than Baa3 (or the equivalent) by Moody&#146;s
and BBB- (or the equivalent) by S&amp;P, or if the applicable securities are not
then rated by Moody&#146;s or S&amp;P, an equivalent rating by any other Rating
Agency. </P>
<P align=justify style="text-indent:5%">&#147;<U>Investment Grade
Securities</U>&#148; shall mean: </P>
<P align=justify style="margin-left:5%;text-indent:5%">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;securities
issued or directly and fully guaranteed or insured by the United States
government or any agency or instrumentality thereof (other than Investment Cash
Equivalents); </P>
<P align=justify style="margin-left:5%;text-indent:5%">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;debt securities or debt instruments with an Investment Grade Rating, but
excluding any debt securities or instruments constituting loans or advances
among the Company and its Subsidiaries; </P>
<P align=justify style="margin-left:5%;text-indent:5%">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;investments
in any fund that invests exclusively in investments of the type described in
clauses (a) and (b) which fund may also hold immaterial amounts of cash pending
investment or distribution; and </P>
<P align=justify style="margin-left:5%;text-indent:5%">(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;corresponding instruments in countries other than the United States customarily
utilized for high quality investments. </P>
<P align=justify style="text-indent:5%">&#147;<U>Investments</U>&#148; shall mean,
with respect to any Person, all investments by such Person in other Persons
(including Affiliates) in the form of loans (including guarantees), advances or
capital contributions (excluding accounts receivable, trade credit, advances to
customers and distributors, commission, travel and similar advances to
employees, directors, officers, managers, distributors and consultants, in each
case made in the ordinary course of business), purchases or other acquisitions
for consideration of Indebtedness, Equity Interests or other securities issued
by any other Person and investments that are required by GAAP to be classified
on the balance sheet (excluding the footnotes) of the Company in the same manner
as the other investments included in this definition to the extent such
transactions involve the transfer of cash or other property. For purposes of
<U>Section 8.14</U>, &#147;Investments&#148; shall include (a) the portion (proportionate
to the Company&#146;s Equity Interest in such Subsidiary) of the Fair Market Value of
the net assets of a Subsidiary of the Company at the time that such Subsidiary
is designated an Unrestricted Subsidiary and (b) any property transferred to or
from an Unrestricted Subsidiary shall be valued at its Fair Market Value at the time
of such transfer. The amount of any Investment outstanding at any time shall be
the original cost of such Investment, reduced by any dividend, distribution,
interest payment, return of capital, repayment or other amount received in
Investment Cash Equivalents by the Company or a Restricted Subsidiary in respect
of such Investment. </P>
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<P align=justify style="text-indent:5%">&#147;<U>Issuing Bank</U>&#148; shall mean
  the Canadian Issuing Bank, the U.S. Issuing Bank and/or the Dutch Issuing Bank,
as the context requires. </P>
<P align=justify style="text-indent:5%">&#147;<U>ITA</U>&#148; shall mean the
Income Tax Act (Canada), as amended, and any successor thereto, and any
regulations promulgated thereunder. </P>
<P align=justify style="text-indent:5%">&#147;<U>Joint Lead Arrangers</U>&#148;
shall mean Merrill Lynch, Pierce, Fenner &amp; Smith Incorporated, Rabobank
Nederland, Canadian Branch and Bank of Montreal, in their respective capacities
as joint lead arrangers and joint bookrunners, as applicable, under this
Agreement. </P>
<P align=justify style="text-indent:5%">&#147;<U>Judgment Currency</U>&#148; shall
have the meaning provided in <U>Section 12.20</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>Junior Debt</U>&#148; shall have
the meaning provided in <U>Section 9.04(ii)</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>Junior Debt Conditions</U>&#148;
shall have the meaning provided in <U>Section 9.04(ii)</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>Latest Maturity Date</U>&#148;
shall mean, at any date of determination, the latest maturity date applicable to
any Loan or Commitment under any Subfacility hereunder as of such date of
determination. </P>
<P align=justify style="text-indent:5%">&#147;<U>LC Collateral Account</U>&#148;
shall mean a collateral account in the form of a deposit account established and
maintained by the applicable Administrative Agent for the benefit of the
applicable Issuing Banks, in accordance with the provisions of <U>Section
2.13(n)</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>LC Commitment</U>&#148; shall mean
the commitment of the Issuing Banks to issue Letters of Credit pursuant to
<U>Section 2.13</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>LC Credit Extension</U>&#148;
shall mean any Canadian LC Credit Extension, U.S. LC Credit Extension or Dutch
LC Credit Extension. </P>
<P align=justify style="text-indent:5%">&#147;<U>LC Disbursement</U>&#148; shall
mean any Canadian LC Disbursement, U.S. LC Disbursement or Dutch LC
Disbursement. </P>
<P align=justify style="text-indent:5%">&#147;<U>LC Documents</U>&#148; shall mean
the Canadian LC Documents, the U.S. LC Documents and the Dutch LC Documents.
</P>
<P align=justify style="text-indent:5%">&#147;<U>LC Exposure</U>&#148; shall mean,
collectively, the Canadian LC Exposure, the U.S. LC Exposure and the Dutch LC
Exposure. </P>
<P align=justify style="text-indent:5%">&#147;<U>LC Obligations</U>&#148; shall
mean the Canadian LC Obligations, the U.S. LC Obligations and/or the Dutch LC
Obligations. </P>
<P align=justify style="text-indent:5%">&#147;<U>LC Participation Fee</U>&#148;
shall have the meaning provided in Section 2.05(c)(i) . </P>
<P align=justify style="text-indent:5%">&#147;<U>LC Request</U>&#148; shall mean a
request by a Borrower in accordance with the terms of <U>Section 2.13(b)</U> in
form and substance reasonably satisfactory to the applicable Issuing Bank. </P>
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<P align=justify style="text-indent:5%">&#147;<U>LC Sublimit</U>&#148; shall mean
the aggregate Canadian LC Sublimit, Dutch LC Sublimit and U.S. LC Sublimit. </P>
<P align=justify style="text-indent:5%">&#147;<U>Lender</U>&#148; shall mean each
financial institution listed on <U>Schedule 2.01</U>, as well as any Person that
becomes a &#147;Lender&#148; hereunder pursuant to <U>Section 2.15</U>, <U>3.04</U> or
<U>12.04</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>Lender Loss Sharing
Agreement</U>&#148; shall mean the Lender Loss Sharing Agreement entered into by each
Lender as of the Closing Date and each other Lender becoming party to this
Agreement via an Assignment and Assumption Agreement or otherwise after the
Closing Date, in form and substance reasonably acceptable to the Administrative
Agent. </P>
<P align=justify style="text-indent:5%">&#147;<U>Letter of Credit</U>&#148; shall
mean any Canadian Letter of Credit, U.S. Letter of Credit and Dutch Letter of
Credit. </P>
<P align=justify style="text-indent:5%">&#147;<U>Letter of Credit Expiration
Date</U>&#148; shall mean the fifth Business Day prior to the Maturity Date.</P>
<P align=justify style="text-indent:5%">&#147;<U>LIBOR</U>&#148; shall have the meaning provided in the definition of the term
  &#147;Eurocurrency Rate&#148;. </P>
<P align=justify style="text-indent:5%">&#147;<U>LIBOR Quoted Currency</U>&#148;
shall mean each of the following currencies: Dollars; Euros; Pounds Sterling;
and Swiss Franc; in each case as long as there is a published LIBOR rate with
respect thereto. </P>
<P align=justify style="text-indent:5%">&#147;<U>Lien</U>&#148; shall mean with
respect to any asset, any mortgage, lien (statutory or otherwise), pledge,
hypothecation, charge, security interest, preference, priority or encumbrance of
any kind in respect of such asset, whether or not filed, recorded or otherwise
perfected under applicable Requirement of Law, including any conditional sale or
other title retention agreement, any lease in the nature thereof, or any other
agreement to give a security interest in and any filing of or agreement to give
any financing statement under the UCC (or equivalent statutes, including the
PPSA) of any jurisdiction; <U>provided </U>that in no event shall an operating
lease be deemed to constitute a Lien. </P>
<P align=justify style="text-indent:5%">&#147;<U>Line Cap</U>&#148; shall mean an
amount that is equal to the lesser of (a) the then applicable Revolving
Commitments plus the U.S. Tranche B Revolving Loans then outstanding and (b) the
then applicable Borrowing Base(s). </P>
<P align=justify style="text-indent:5%">&#147;<U>Loans</U>&#148; shall mean
advances made to or at the instructions of a Borrower pursuant to <U>Section
2</U> hereof and may constitute Revolving Loans or Swingline Loans. </P>
<P align=justify style="text-indent:5%">&#147;<U>Local Time</U>&#148; shall mean,
(i) with respect to the U.S. Subfacilities, Chicago time, (ii) with respect to
the Canadian Subfacility, Toronto time and (iii) with respect to the Dutch
Subfacility, London time. </P>
<P align=justify style="text-indent:5%">&#147;<U>Margin Stock</U>&#148; shall have
the meaning provided in Regulation U. </P>
<P align=justify style="text-indent:5%">&#147;<U>Material Adverse Effect</U>&#148;
shall mean any circumstance or condition affecting the business or financial
condition of the Company and its Restricted Subsidiaries taken as a whole that
would, individually or in the aggregate, reasonably be expected to materially
adversely affect, (x) the ability of the Company and the other Credit Parties,
taken as a whole, to perform their obligations under the Credit Documents or (y)
the rights and remedies of the Administrative Agents, the Collateral Agent,
Issuing Lenders or the Lenders under the Credit Documents. </P>
<P align=justify style="text-indent:5%">&#147;<U>Material Real Property</U>&#148;
shall mean all Real Property (including fixtures thereon) owned in fee by a U.S.
Credit Party or Canadian Credit Party that either (A) has a Fair Market Value of
no less than $5,000,000, determined on the Closing Date with respect to
properties owned by them on the Closing Date, or on the date of acquisition for properties acquired
thereafter or, with respect to any properties under construction or improvement,
on the date of substantial completion thereof, or (B) constitutes Eligible
Fee-Owned Real Estate. </P>
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<P align=justify style="text-indent:5%">&#147;<U>Material Subsidiary</U>&#148;
  shall mean each Restricted Subsidiary of the Company that is not an Immaterial
  Subsidiary. For the avoidance of doubt, all Credit Parties (other than the
Company) shall be deemed to constitute &#147;Material Subsidiaries&#148;. </P>
<P align=justify style="text-indent:5%">&#147;<U>Maturity Date</U>&#148; shall mean
the date that is 5 years after the Closing Date. </P>
<P align=justify style="text-indent:5%">&#147;<U>Moody&#146;s</U>&#148; shall mean
Moody&#146;s Investors Service, Inc., or any successor thereto. </P>
<P align=justify style="text-indent:5%">&#147;<U>Mortgage</U>&#148; shall mean a
mortgage, debenture, leasehold mortgage, deed of trust, deed of immovable
hypothec, leasehold deed of trust, deed to secure debt, leasehold deed to secure
debt or similar security instrument in form and substance reasonably
satisfactory to the Administrative Agent, in favor of the Collateral Agent for
the benefit of the Secured Creditors.</P>
<P align=justify style="text-indent:5%">&#147;<U>Mortgaged Property</U>&#148; shall
mean Real Property (including any fixtures thereon) owned by a U.S. Credit Party
or Canadian Credit Party that is subject to a Mortgage. </P>
<P align=justify style="text-indent:5%">&#147;<U>Multiemployer Plan</U>&#148; shall
mean a multiemployer plan as defined in Section 4001(a)(3) of ERISA and subject
to Title IV of ERISA with respect to which a Credit Party has, or may have, any
obligation or liability, including on account of an ERISA Affiliate. </P>
<P align=justify style="text-indent:5%">&#147;<U>NAIC</U>&#148; shall mean the
National Association of Insurance Commissioners. </P>
<P align=justify style="text-indent:5%">&#147;<U>Net Income</U>&#148; shall mean,
with respect to any Person, the net income (loss) of such Person, determined in
accordance with GAAP and before any reduction in respect of Preferred Stock
dividends. </P>
<P align=justify style="text-indent:5%">&#147;<U>Net Orderly Liquidation
Value</U>&#148; shall mean, as of any date of determination, with respect to any
Inventory or Equipment, the &#147;net orderly liquidation value&#148; of such Inventory or
Equipment, expected to be realized at an orderly, negotiated sale of such
Inventory or Equipment and determined from the most recent Appraisal of the
Borrowers&#146; Inventory or Equipment received by the Administrative Agent, less the
amount estimated by the appraiser for marshaling, reconditioning, carrying,
sales expenses, operating expenses, administration expenses and commissions
designated to maximize the resale value of such Inventory and assuming that the
time required to dispose of such Inventory is customary with respect to such
Inventory and expressed as a percentage of the Cost of such Inventory or
Equipment. </P>
<P align=justify style="text-indent:5%">&#147;<U>Non-Defaulting Lender</U>&#148;
shall mean and include each Lender other than a Defaulting Lender. </P>
<P align=justify style="text-indent:5%">&#147;<U>Non-LIBOR Quoted
Currency</U>&#148; shall mean any currency other than a LIBOR Quoted Currency. </P>
<P align=justify style="text-indent:5%">&#147;<U>Non-Public Lender</U>&#148; shall
mean any person/entity which does not belong to the "public" within the meaning
of CRR. </P>
<P align=justify style="text-indent:5%">&#147;<U>North American Minimum
Requirement</U>&#148; shall mean that at no time shall (a) the sum of the Canadian
Borrowing Base <U>plus</U> the U.S. Tranche A Borrowing Base comprise less than
60.0% of the total Borrowing Base (without giving effect to the U.S. Tranche B.
Borrowing Base); and (b) the sum of the Canadian Revolving Commitment
<U>plus</U> the U.S. Tranche A Revolving Commitment comprise less than 60.0% of
the total Ex-FILO Revolving Commitment.</P>
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<P align=justify style="text-indent:5%">&#147;<U>Note</U>&#148; shall mean each
Revolving Note or Swingline Note, as applicable. </P>
<P align=justify style="text-indent:5%">&#147;<U>Notice of Borrowing</U>&#148;
shall mean a notice substantially in the form of <U>Exhibit A-1</U> hereto. </P>
<P align=justify style="text-indent:5%">&#147;<U>Notice of
Conversion/Continuation</U>&#148; shall mean a notice substantially in the form of
<U>Exhibit A-2</U> hereto or such other form as may be agreed by the applicable
Administrative Agent and the Company. </P>
<P align=justify style="text-indent:5%">&#147;<U>Notice Office</U>&#148; shall mean
(i) with respect to the U.S. Subfacilities , Bank of America, N.A., 20975
Swenson Drive, Suite 200, Waukesha, WI 53186; Attention: Erin Cordes (email:
erin.cordes@baml.com, with a copy to Todd Wellentin (todd.wellentin@baml.com),
(ii) with respect to the Canadian Subfacility, Bank of America, N.A., Canada
Branch, 181 Bay Street, Suite 400, Toronto, ON, M5J 2V8, Attention: Teresa Tsui
(email: teresa.tsui@baml.com) with a copy to Todd Wellentin
(todd.wellentin@baml.com) and (iii) with respect to the Dutch Subfacility, Bank
of America N.A., London Branch, 26 Elmfield Road, Bromley, BR1 1WA; Attention:
Michelle Stanley (email: michelle.a.stanley@baml.com) with a copy to Todd
Wellentin (todd.wellentin@baml.com); or such other offices or persons as the
applicable Administrative Agent may hereafter designate in writing as such to
the other parties hereto. </P>
<P align=justify style="text-indent:5%">&#147;<U>Obligations</U>&#148; shall mean
(x) all now existing or hereafter arising debts, obligations, covenants, and
duties of payment or performance of every kind, matured or unmatured, direct or
contingent, owing, arising, due, or payable to any Lender, Agent or Indemnified
Person by any Credit Party, now existing or hereafter incurred under, or arising
out or in connection with, this Agreement or any other Credit Document,
including, without limitation, all obligations to repay principal or interest
(including interest accruing after the commencement of any proceedings under any
applicable Debtor Relief Laws in any jurisdiction, regardless of whether allowed
or allowable in such proceeding, including, for the avoidance of doubt, any such
interest which, but for the automatic stay under Section 362(a) of the
Bankruptcy Code or a stay under any proceedings under any applicable Debtor
Relief Laws in any jurisdiction would become due) on the Loans, and to pay
interest, fees, costs, charges, expenses, professional fees, all sums chargeable
to the Borrowers or any other Credit Party or for which any Borrower or any
other Credit Party is liable as indemnitor under the Credit Documents, whether
or not evidenced by any note or other instrument (including, indemnities, fees,
interest and other amounts accruing after the commencement of any proceedings
under any applicable Debtor Relief Laws in any jurisdiction, regardless of
whether allowed or allowable in such proceeding), whether or not evidenced by
any note or other instrument, now existing or hereafter incurred under, arising
out of or in connection with, this Agreement and each other Credit Document to
which any Credit Party is a party and the due compliance by the Credit Parties
with all the terms, conditions and agreements contained in this Agreement and in
each such other Credit Document and (y) all Secured Bank Product Obligations and
the due performance and compliance with all terms, conditions and agreements
contained therein; <U>provided</U>, <U>however</U>, that for purposes of the
Credit Party Guarantee and each other guarantee agreement or other instrument or
document executed and delivered pursuant to this Agreement, the term
&#147;Obligations&#148; shall not, as to any Guarantor, include any Excluded Swap
Obligations of such Guarantor. Notwithstanding anything to the contrary
contained above, (x) at the option of the Company, obligations of any Credit
Party under any Secured Bank Product Obligations shall be secured and guaranteed
pursuant to the Credit Documents only to the extent that, and for so long as,
the other Obligations are so secured and guaranteed and (y) any release of
Collateral or Guarantors effected in the manner permitted by this Agreement
shall not require the consent of holders of obligations under Secured Bank
Product Obligations. </P>
<P align=justify style="text-indent:5%">&#147;<U>OFAC</U>&#148; shall mean the
Office of Foreign Assets Control of the United States Department of the
Treasury. </P>
<P align=center>-68- </P>
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<P align=justify style="text-indent:5%">&#147;<U>Ontario Pension Plan</U>&#148;
shall mean a &#147;registered pension plan,&#148; as defined in subsection 248(1) of the
ITA, which contains a &#147;defined benefit provision,&#148; as defined in subsection
147.1(1) of the ITA, and which is registered under the <I>Pension Benefits
Act</I> (Ontario), but excluding any plan that provides only a &#147;target benefit&#148;
or any &#147;multi-employer pension plan,&#148; both as defined in the Pension Benefits
Act (Ontario), where employer contributions to such target benefit or
multi-employer pension plan are determined solely by reference to a
participation agreement, collective agreement, or other agreement negotiated
with the bargaining agent or other representative of the employees participating
in such plan and the employer has no liability for or obligation to fund any
funding deficiency under such plan upon termination of the plan in whole or in
part or upon the withdrawal of an employer from such plan. </P>
<P align=justify style="text-indent:5%">&#147;<U>Opta Minerals
Disposition</U>&#148; shall mean the direct or indirect sale, transfer or other
disposition of all or any part of the Capital Stock or assets of Opta Minerals
Inc.</P>
<P align=justify style="text-indent:5%">&#147;<U>Other Taxes</U>&#148; shall mean
any and all present or future stamp, court or documentary, intangible,
recording, filing or property Taxes or similar Taxes arising from any payment
made under, from the execution, delivery, registration, performance or
enforcement of, from the receipt or perfection of a security interest under, or
otherwise with respect to, any Credit Document; <U>provided</U>, <U>however</U>,
that Other Taxes shall not include any Excluded Taxes. </P>
<P align=justify style="text-indent:5%">&#147;<U>Outstanding Amount</U>&#148; shall
mean (i) with respect to Loans on any date, the Dollar Equivalent amount of the
aggregate outstanding principal amount thereof after giving effect to any
borrowings and prepayments or repayments of such Loans occurring on such date;
(ii) with respect to Swingline Loans on any date, the aggregate outstanding
principal amount thereof after giving effect to any borrowings and prepayments
or repayments of such Swingline Loans occurring on such date; and (iii) with
respect to any LC Obligations on any date, the Dollar Equivalent amount of the
aggregate outstanding amount of such LC Obligations on such date after giving
effect to any LC Credit Extension occurring on such date and any other changes
in the aggregate amount of the LC Obligations as of such date, including as a
result of any reimbursements by the Relevant Borrower of Unreimbursed Amounts.
</P>
<P align=justify style="text-indent:5%">&#147;<U>Outstanding Balance</U>&#148; of
any Account at any time shall mean the Dollar Equivalent of the then outstanding
face amount thereof. </P>
<P align=justify style="text-indent:5%">&#147;<U>Overadvance</U>&#148; shall have
the meaning provided in <U>Section 2.17</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>Overadvance Loan</U>&#148; shall
mean a (i) U.S. Base Rate Loan made when an Overadvance exists or is caused by
the funding thereof under the U.S. Tranche A Subfacility, (ii) a Canadian Prime
Loan and/or Canadian Base Rate Loan when an Overadvance exists or is caused by
the funding thereof under the Canadian Subfacility or (iii) a European Base Rate
Loan when an Overadvance exists or is caused by the funding thereof under the
Dutch Subfacility. </P>
<P align=justify style="text-indent:5%">&#147;<U>Parallel Debt</U>&#148; shall have
the meaning provided in the Dutch Security Agreements.</P>
<P align=justify style="text-indent:5%">&nbsp;&#147;<U>Parent Company</U>&#148;
shall mean any direct or indirect parent company of the Company.</P>
<P align=justify style="text-indent:5%">&nbsp;&#147;<U>Participant</U>&#148; shall
have the meaning provided in <U>Section 12.04(f)</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>Patriot Act</U>&#148; shall have
the meaning provided in <U>Section 12.15</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>Payment in Full Date</U>&#148;
shall mean the date on which all Obligations (other than (i) any Secured Bank
Product Obligations and (ii) any contingent indemnification obligations or other
contingent obligations not then due and payable) have been paid in full, all
Commitments have terminated or expired and no Letter of Credit is outstanding (other than any Letter
of Credit that is (x) Cash Collateralized by Cash Collateral held in the LC
Collateral Account, in the name of the applicable Administrative Agent and for
the benefit of the applicable Issuing Bank, in an amount equal to 103.0% of the
LC Exposure with respect to such Letter of Credit or (y) backstopped on terms
reasonably satisfactory to the applicable Issuing Bank).</P>
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<P align=justify style="text-indent:5%"> &#147;<U>Payment Office</U>&#148; shall
  mean (i) with respect to the U.S. Subfacilities the office of the Administrative
  Agent located at Bank of America, N.A., 20975 Swenson Drive, Suite 200,
  Waukesha, WI 53186 , Attention: Erin Cordes, (ii) with respect to the Canadian
  Subfacility, the office of the Administrative Agent located at Bank of America,
  N.A., Canada Branch, 181 Bay Street, Suite 400, Toronto, ON, M5J 2V8, Attention:
  Teresa Tsui and (iii) with respect to the Dutch Subfacility, the office of the
  Administrative Agent located at Bank of America N.A., 26 Elmfield Road, Bromley,
  BR1 1WA, Attention: Michelle Stanley; or, in each case, such other office as the
  Administrative Agent may hereafter designate in writing as such to the other
parties hereto. </P>
<P align=justify style="text-indent:5%">&#147;<U>PBGC</U>&#148; shall mean the
Pension Benefit Guaranty Corporation established pursuant to Section 4002 of
ERISA, or any successor thereto. </P>
<P align=justify style="text-indent:5%">&#147;<U>PCMLTFA</U>&#148; shall mean
Proceeds of Crime (Money Laundering) and Terrorist Financing Act of Canada. </P>
<P align=justify style="text-indent:5%"> &#147;<U>Participating Member
State</U>&#148; shall mean any member state of the European Union that has the Euro
as its lawful currency in accordance with legislation of the European Union
relating to Economic and Monetary Union. </P>
<P align=justify style="text-indent:5%"> &#147;<U>Perfection Certificate</U>&#148;
shall mean the Perfection Certificate substantially in the form approved by the
Collateral Agent, as the same may be supplemented from time to time pursuant to
<U>Section 8.01(c)</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>Permitted Acquisition</U>&#148;
shall mean the acquisition by the Company or any Restricted Subsidiary of an
Acquired Entity or Business; <U>provided</U> that (i) the board of directors (or
similar governing body) of the Person to be so acquired, or the board of
directors of the Person that owns the assets to be so acquired, as the case may
be, either (x) shall have approved such acquisition or (y) shall not have
indicated publicly its opposition to the consummation of such acquisition (which
opposition has not been publicly withdrawn), (ii) if such acquisition involves
the acquisition of Equity Interests of a Person that upon such acquisition would
become a Subsidiary, such acquisition shall result in the issuer of such Equity
Interests becoming a Restricted Subsidiary and, to the extent required by
<U>Section 8.10</U>, a Guarantor, (iii) to the extent required by the Collateral
and Guarantee Requirement, such acquisition shall result in the Collateral
Agent, for the benefit of the Secured Creditors, being granted a security
interest in any Capital Stock or any assets so acquired, (iv) both immediately
prior to and after giving pro forma effect to such acquisition, no Event of
Default under either <U>Section 10.01</U> or <U>Section 10.05</U> shall have
occurred and be continuing and (v) immediately after giving pro forma effect to
such acquisition, the Company and its Restricted Subsidiaries shall be in
compliance with <U>Section 9.09</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>Permitted Acquisition
Consideration</U>&#148; shall mean, in connection with any Permitted Acquisition or
other acquisition, the aggregate amount (as valued at the Fair Market Value of
such Permitted Acquisition at the time such Permitted Acquisition is made) of,
without duplication: (a) the purchase consideration paid or payable for such
Permitted Acquisition, whether payable at or prior to the consummation of such
Permitted Acquisition or deferred for payment at any future time, whether or not
any such future payment is subject to the occurrence of any contingency, and
including any and all payments representing the purchase price and any
assumptions of Indebtedness and/or Contingent Obligations, &#147;earn-outs&#148; and other
agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or
contingent upon the revenues, income, cash flow or profits (or the like) of any
Person or business and (b) the aggregate amount of Indebtedness Incurred in
connection with such Permitted Acquisition; provided in each case, that any such
future payment that is subject to a contingency shall be considered Permitted
Acquisition Consideration only to the extent of the reserve, if any, required
under GAAP (as determined at the time of the consummation of such Permitted
Acquisition) to be established in respect thereof by the Company or its
Restricted Subsidiaries. </P>
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<P align=justify style="text-indent:5%"> &#147;<U>Permitted Asset Swap</U>&#148;
  shall mean the substantially concurrent purchase and sale or exchange of Related
  Business Assets constituting Real Property or Equipment or a combination of
  Related Business Assets constituting Real Property or Equipment and Investment
  Cash Equivalents between the Company or any of the Restricted Subsidiaries and
  another Person; <U>provided</U> that any Investment Cash Equivalents received
  must be applied in accordance with <U>Section 9.02</U> hereof; <U>provided</U>,
  <U>further</U>, that the assets received are pledged as Collateral to the extent
required by the Collateral and Guarantee Requirement. </P>
<P align=justify style="text-indent:5%">&#147;<U>Permitted Discretion</U>&#148;
shall mean the Administrative Agent&#146;s reasonable credit judgment (from the
perspective of an asset-based Lender) in establishing Reserves exercised in good
faith in accordance with customary business practices for similar asset based
lending facilities, based upon its consideration of any factor that it
reasonably believes (i) could adversely affect the quantity, quality, mix or
value of Collateral included in the applicable Borrowing Base (including any
applicable Requirements of Law that may inhibit collection of a receivable), the
enforceability or priority of the Collateral Agent&#146;s Liens thereon, or the
amount that the Administrative Agents, the Collateral Agent, the Lenders or the
Issuing Banks could receive in liquidation of any Collateral included in the
applicable Borrowing Base; (ii) that any collateral report or financial
information delivered by any Borrower or Guarantor is incomplete, inaccurate or
misleading; or (iii) could create a Default or Event of Default.</P>
<P align=justify style="text-indent:5%">&#147;<U>Permitted Encumbrances</U>&#148;
shall mean, with respect to any Mortgaged Property, such exceptions to title as
are set forth in the mortgage title insurance policy delivered with respect
thereto, all of which exceptions must be reasonably acceptable to the
Administrative Agent. </P>
<P align=justify style="text-indent:5%">&#147;<U>Permitted Investments</U>&#148;
shall have the meaning provided in <U>Section 9.05</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>Permitted Liens</U>&#148; shall
have the meaning provided in <U>Section 9.01</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>Person</U>&#148; shall mean any
individual, partnership, joint venture, firm, corporation, association, limited
liability company, unlimited liability company, trust or other enterprise or any
government or political subdivision or any agency, department or instrumentality
thereof. </P>
<P align=justify style="text-indent:5%">&#147;<U>Plan</U>&#148; shall mean any
pension plan as defined in Section 3(2) of ERISA other than a Multiemployer
Plan, which is subject to Section 412 of the Code or Title IV of ERISA and is
maintained or contributed to by (or to which there is an obligation to
contribute of) a Credit Party or with respect to which a Credit Party has, or
may have, any liability, including, for greater certainty, liability arising
from an ERISA Affiliate. </P>
<P align=justify style="text-indent:5%">&#147;<U>Pounds Sterling</U>&#148;,
&#147;Sterling&#148; and &#147;<U>&#163;</U>&#148; shall mean the lawful currency of the United Kingdom.
</P>
<P align=justify style="text-indent:5%">&#147;<U>PPSA</U>&#148; shall mean the
Personal Property Security Act (Ontario) and the regulations thereunder;
<U>provided</U>, <U>however</U>, if validity, perfection and effect of
perfection and non-perfection of the Collateral Agent&#146;s Lien on any applicable
Collateral are governed by the personal property security Requirements of Law of
any Canadian jurisdiction other than Ontario, PPSA shall mean those personal
property security Requirements of Law (including the Civil Code of Quebec) in
such other jurisdiction for the purposes of
the provisions hereof relating to such validity, perfection and effect of perfection and non-perfection and for the definitions related to such provisions, as from time to time in effect. </P>
<P align=center>-71- </P>
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<P align=justify style="text-indent:5%">&ldquo;<U>Preferred Stock</U>&rdquo; shall mean any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution, or winding up. </P>
<P align=justify style="text-indent:5%">&ldquo;<U>Prime Rate</U>&rdquo; shall mean the rate of interest announced by BANA from time to time as its prime rate. Such rate is set by BANA on the basis of various factors, including its costs and desired return,
general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above or below such rate. Any change in such rate publicly announced by BANA shall take effect at the opening of business
on the day specified in the announcement. </P>
<P align=justify style="text-indent:5%"> &ldquo;<U>Priority Lien</U>&rdquo; shall have the meaning provided in the definition of the term &ldquo;Canadian Priority Payables&rdquo;. </P>
<P align=justify style="text-indent:5%">&ldquo;<U>Pro Rata Percentage</U>&rdquo; of any Lender at any time shall mean either (i) the percentage of the total Revolving Commitments represented by such Lender&rsquo;s Revolving Commitment, (ii) the percentage of
the total Canadian Revolving Commitments represented by such Lender&rsquo;s Canadian Revolving Commitment, (iii) the percentage of the total U.S. Tranche A Revolving Commitments represented by such Lender&rsquo;s U.S. Tranche A Revolving Commitment,
(iv) the percentage of the total U.S. Tranche B Revolving Commitments represented by such Lender&rsquo;s U.S. Tranche B Revolving Commitment or (v) the percentage of the total Dutch Revolving Commitments represented by such Lender&rsquo;s Dutch
Revolving Commitment, as applicable. The initial Pro Rata Percentages of each Lender under one or more Subfacilities are set forth opposite the name of such Lender on <U>Schedule 2.01</U> or in the Assignment and Assumption Agreement pursuant to
which such Lender becomes a party hereto, as applicable. </P>
<P align=justify style="text-indent:5%">
&ldquo;<U>Projections</U>&rdquo; shall have the meaning provided in <U>Section 5.10</U>. </P>
<P align=justify style="text-indent:5%">
&ldquo;<U>Protective Advance</U>&rdquo; shall have the meaning provided in Section 2.18. </P>
<P align=justify style="text-indent:5%">&ldquo;<U>Purchase Money Obligations</U>&rdquo; shall mean Indebtedness incurred to finance or refinance the acquisition or leasing by the Company or a Restricted Subsidiary of such asset, including additions and
improvements or the installation, construction, improvement or restoration of such asset and whether acquired through the direct acquisition of such property or assets, or otherwise (including through the purchase of Capital Stock of any Person
owning such property or assets); <U>provided</U><I> </I>that any Lien arising in connection with any such Indebtedness shall be limited to the specified asset being financed or, in the case of real property or fixtures, including additions and
improvements, the real property on which such asset is attached; <U>provided</U> <U>further</U> that such Indebtedness is incurred within 365 days after such acquisition or lease of, or the completion of construction of, such asset by the Company or
Restricted Subsidiary. </P>
<P align=justify style="text-indent:5%"><U><FONT color="#0000ff">&ldquo;PTE&rdquo; means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.</FONT></U> </P>
<P align=justify style="text-indent:5%">
&ldquo;<U>Qualified Equity Interests</U>&rdquo; shall mean any Equity Interests that are not Disqualified Stock. </P>
<P align=justify style="text-indent:5%">
&ldquo;<U>Quebec Hypothec</U>&rdquo; has the meaning provided to such term in clause (ii) of the definition of the term &ldquo;Canadian Security Agreements&rdquo;. </P>
<P align=justify style="text-indent:5%"> &ldquo;<U>Rate Determination Date</U>&rdquo; shall mean two (2) Business Days prior to the commencement of such Interest Period (or such other day as is generally treated as the rate fixing day by market practice in
such interbank market, as reasonably determined by the
applicable Administrative Agent; <U>provided</U> that, to the extent such market
practice is not administratively feasible for the applicable Administrative
Agent, such other day as otherwise reasonably determined by the applicable
Administrative Agent). </P>
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<P align=justify style="text-indent:5%">&#147;<U>Rating Agencies</U>&#148; shall
  mean Moody&#146;s and S&amp;P or if Moody&#146;s or S&amp;P or both shall not make a
  rating on the applicable securities publicly available, a nationally recognized
  statistical rating agency or agencies, as the case may be, selected by the
  Company which shall be substituted for Moody&#146;s or S&amp;P or both, as the case
may be. </P>
<P align=justify style="text-indent:5%">&#147;<U>RDPRM</U>&#148; means Registre Des Droits Personneles et R&#233;els
Mobiliers de Quebec. </P>
<P align=justify style="text-indent:5%">&#147;<U>Real Property</U>&#148; of any
Person shall mean, collectively, the right, title and interest of such Person
(including any leasehold, mineral or other estate) in and to any and all land,
improvements and fixtures owned, leased or operated by such Person, together
with, in each case, all easements, hereditaments and appurtenances relating
thereto, all improvements and appurtenant fixtures and equipment, all general
intangibles and contract rights and other property and rights incidental to the
ownership, lease or operation thereof. </P>
<P align=justify style="text-indent:5%">&#147;<U>Receivables Collection
Reserve</U>&#148; shall mean a reserve in the amount reasonably anticipated by the
Administrative Agent, in its Permitted Discretion, to be necessary to compensate
the Administrative Agent for fees or other amounts payable to a Dutch
administrator to collect amounts due on Eligible Accounts with Account Debtors
located in Account Debtor Approved Countries with respect to which the
Additional Account Security Actions have not been taken. </P>
<P align=justify style="text-indent:5%">&#147;<U>Recipient</U>&#148; shall have the
meaning provided in <U>Section 4.02(b)</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>Refinancing Indebtedness</U>&#148;
shall have the meaning provided in <U>Section 9.04</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>Refunding Capital Stock</U>&#148;
shall have the meaning provided in <U>Section 9.03(b)(ii)</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>Regulation D</U>&#148; shall mean
Regulation D of the Board of Governors of the Federal Reserve System as from
time to time in effect and any successor to all or a portion thereof
establishing reserve requirements. </P>
<P align=justify style="text-indent:5%">&#147;<U>Regulation T</U>&#148; shall mean
Regulation T of the Board of Governors of the Federal Reserve System as from
time to time in effect and any successor to all or a portion thereof. </P>
<P align=justify style="text-indent:5%">&#147;<U>Regulation U</U>&#148; shall mean
Regulation U of the Board of Governors of the Federal Reserve System as from
time to time in effect and any successor to all or a portion thereof. </P>
<P align=justify style="text-indent:5%">&#147;<U>Regulation X</U>&#148; shall mean
Regulation X of the Board of Governors of the Federal Reserve System as from
time to time in effect and any successor to all or a portion thereof. </P>
<P align=justify style="text-indent:5%">&#147;<U>Related Business Assets</U>&#148;
shall mean assets (other than Investment Cash Equivalents) used or useful in a
Similar Business, <U>provided</U> that any assets received by the Company or a
Restricted Subsidiary in exchange for assets transferred by the Company or a
Restricted Subsidiary shall not be deemed to be Related Business Assets if they
consist of securities of a Person, unless upon receipt of the securities of such
Person, such Person would become a Restricted Subsidiary. </P>
<P align=justify style="text-indent:5%">&#147;<U>Related Real Estate
Documents</U>&#148; shall mean (i) a Mortgage and, if applicable, fixture filings;
(ii) a mortgagee title insurance policy (or unconditional commitment to issue
such policy), insuring the Collateral Agent&#146;s interest under the Mortgage, in a form and
by an insurer reasonably acceptable to the Collateral Agent in an amount not to
exceed the Fair Market Value of the Mortgaged Property under the Mortgage, which
must be fully paid on such effective date; (iii) solely with respect to a
Mortgage on Real Property located in the United States, a new ALTA survey or (b)
an existing as-built survey of the Mortgaged Property (together with a no change
affidavit) sufficient for the title company to remove the standard survey
exceptions and issue the survey-related endorsements (to the extent such
endorsements are available at commercially reasonable rates); (iv) solely with
respect to a Mortgage on Real Property located in Canada, and only to the extent
required by the applicable title company to remove the standard survey
exceptions and issue the survey-related endorsements (to the extent such
endorsements are available at commercially reasonable rates), either (a) an
existing as-built survey of the Mortgaged Property (together with a no change
affidavit), or (b) if insufficient, a new survey prepared by a qualified land
surveyor; (v) solely with respect to a Mortgage on Real Property located in the
United States, a life-of-loan flood hazard determination and, if the Mortgaged
Property is located in a flood plain, an acknowledged notice to borrower and
evidence of flood insurance in accordance with <U>Section 8.03</U>; (vi) a
mortgage opinion, addressed to the Collateral Agent and the Secured Creditors
covering the due authorization, execution, delivery and enforceability of the
applicable Mortgage and such other customary matters incident to the
transactions contemplated herein as the Administrative Agent may reasonably
request (if not covered by title insurance), and shall otherwise be in form and
substance reasonably satisfactory to the Administrative Agent; (vii) evidence
reasonably satisfactory to the Administrative Agent that the applicable Credit
Parties have delivered to the title company such standard and customary
affidavits, certificates, information, instruments of indemnification (including
so-called &#147;gap&#148; indemnification) and other documents as may be reasonable
necessary to cause the title company to issue the title insurance policies as
contemplated by clause (ii) above; and (viii) evidence reasonably satisfactory
to the Administrative Agent of payment by the Company or other applicable Credit
Party of all title policy premiums, search and examination charges, escrow
charges and related charges, mortgage recording taxes, fees, charges, costs and
expenses required for the recording of the Mortgages, fixture filings and other
real estate documents and the issuance of the title policies contemplated by
clause (ii) above. </P>
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<P align=justify style="text-indent:5%">&#147;<U>Release</U>&#148; shall mean
  disposing, discharging, injecting, spilling, pumping, leaking, leaching,
  dumping, emitting, escaping, emptying, pouring or seeping into, through or upon
  the Environment or within, from or into any building or other occupied structure
or facility. </P>
<P align=justify style="text-indent:5%">&#147;<U>Relevant Borrower</U>&#148; shall
mean, with respect to any Borrowing, the Borrower requesting such Borrowing or
with respect to any Letter of Credit, the Borrower requesting the issuance of
same. </P>
<P align=justify style="text-indent:5%"> &#147;<U>Rent Reserve</U>&#148; shall mean
with respect to any facility, warehouse, distribution center or depot where any
Inventory or Equipment subject to Liens arising by operation of law is located
and with respect to which no Collateral Access Agreement is in effect, a reserve
equal to (a) in the case of any leased location, three months gross rent at such
facility, warehouse, distribution center or depot and (b) in the case of any
other such location, an amount reasonably determined by the Administrative Agent
in its Permitted Discretion in accordance with the provisions of <U>Section
2.22</U> in respect of the liabilities owed to the applicable bailee or
warehouseman. </P>
<P align=justify style="text-indent:5%">&#147;<U>Replaced Lender</U>&#148; shall
have the meaning provided in <U>Section 3.04</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>Replacement Lender</U>&#148; shall
have the meaning provided in <U>Section 3.04</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>Required Lenders</U>&#148; shall
mean Non-Defaulting Lenders holding more than 50% of the sum of the (i) total
Outstanding Amount (with the aggregate amount of each Revolving Lender&#146;s risk
participation and funded participation in LC Obligations and Swingline Loans
being deemed &#147;held&#148; by such Revolving Lender for purposes of this definition) and (ii)
aggregate unused Commitments held by Non-Defaulting Lenders at such time as of
any date of determination. </P>
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<P align=justify style="text-indent:5%">&#147;<U>Required Reserve Notice</U>&#148;
  shall mean (a) so long as no Event of Default has occurred and is continuing, at
  least three Business Days&#146; advance notice to the Company, and (b) if an Event of
  Default has occurred and is continuing, one Business Days&#146; advance notice to the
  Company (or no advance notice to the Company, as may reasonably be determined to
  be appropriate by the Administrative Agent in its Permitted Discretion to
  protect the interests of the Lenders). Notwithstanding the preceding sentence,
  changes to the Reserves solely for purposes of (a) correcting mathematical or
  clerical errors or (b) imposing restrictions to account for the limitations on
  Account Debtors in certain Account Debtor Approved Countries upon any Cash
Dominion Event, shall not be subject to such notice period. </P>
<P align=justify style="text-indent:5%"> &#147;<U>Requirement of Law</U>&#148;
shall mean, with respect to any Person, any statute, law, treaty, rule,
regulation, order, decree, writ, official administrative pronouncement,
injunction or determination of any arbitrator or court or other Governmental
Authority, in each case applicable to or binding upon such Person or any of its
property or to which such Person or any of its property is subject. </P>
<P align=justify style="text-indent:5%">&#147;<U>Reserves</U>&#148; shall mean,
without duplication of any items that are otherwise addressed or excluded
through eligibility criteria (including the Collateral and Guarantee
Requirement, the Additional Account Security Actions and the Additional
Inventory Security Actions), such reserves as the Administrative Agent from time
to time establishes or modifies in its Permitted Discretion in accordance with
the provisions of <U>Section 2.22</U>, including, without limitation, Dilution
Reserves, Rent Reserves, Hedge Reserves, Amortization Reserves, the FILO Reserve
Shortfall (in accordance with the last sentence of this definition) and with
respect to the Canadian Borrowing Base, the Canadian Priority Payables
Reserve<STRIKE><FONT color=#ff0000> and</FONT></STRIKE><U><FONT
color=#0000ff>,</FONT></U> the Receivables Collection Reserve (solely during a
Cash Dominion Period) <font
color=#0000ff><u>and In-Transit Reserves.</u></font> If at any time prior to the U.S.
Tranche B Maturity Date the aggregate principal amount of U.S. Tranche B
Revolving Loans outstanding exceed the U.S. Tranche B Borrowing Base, then the
Administrative Agent shall be entitled to establish a reserve against the U.S.
Tranche A Borrowing Base in an amount equal to the FILO Reserve Shortfall;
provided that, if after the establishment of such reserve, the U.S. Tranche B
Borrowing Base exceeds the aggregate principal amount of U.S. Tranche B
Revolving Loans outstanding at such time, then the Administrative Agent will
remove such reserve. </P>
<P align=justify style="text-indent:5%">&#147;<U>Responsible Officer</U>&#148;
shall mean, with respect to any Person, its chief executive officer, president,
chief financial officer or any vice president, treasurer, chief accounting
officer, controller or other officer of such Person having substantially the
same authority and responsibility, or in relation to a Dutch Credit Party, its
director or any other person validly authorized to represent that Dutch Credit
Party and, as to any certificate (other than (i) the Borrowing Base Certificate
and (ii) the solvency certificate), delivered on the Closing Date, any secretary
or assistant secretary of such Person; <U>provided</U> that, with respect to
compliance with financial covenants, and the certificate required to be
delivered pursuant to clause (iv) of the definition of &#147;Distribution
Conditions&#148;, &#147;Responsible Officer&#148; shall mean the chief executive office, chief
financial officer, treasurer, chief accounting officer or controller of the
Company, or any other officer of the Company having substantially the same
authority and responsibility. </P>
<P align=justify style="text-indent:5%">&#147;<U>Restricted Investment</U>&#148;
shall mean any Investment other than a Permitted Investment. </P>
<P align=justify style="text-indent:5%">&#147;<U>Restricted Junior Debt
Prepayments</U>&#148; shall mean principal payments on, and redemptions, defeasances
and other acquisitions or retirements for value of, any Junior Debt, in each
case, prior to any scheduled repayment or sinking fund payment with respect
thereto or maturity thereof, other than Junior Debt permitted under clauses
(vii), (viii) or (ix) of <U>Section 9.04</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>Restricted Payment</U>&#148; shall
have the meaning provided in <U>Section 9.03(a)</U>.</P>
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<P align=justify style="text-indent:5%">&#147;<U>Restricted Subsidiary</U>&#148;
shall mean each Subsidiary other than any Unrestricted Subsidiary. Unless the
context otherwise requires, &#147;Restricted Subsidiaries&#148; shall mean the Restricted
Subsidiaries of the Company. The U.S. Credit Parties, the Canadian Credit
Parties (other than the Company) and the Dutch Credit Parties shall at all times
constitute Restricted Subsidiaries of the Company. </P>
<P align=justify style="text-indent:5%">&#147;<U>Returns</U>&#148; shall have the
meaning provided in <U>Section 7.09</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>Revaluation Date</U>&#148; shall
mean (a) with respect to any Ex-FILO Revolving Loan, each of the following: (i)
each date of a Borrowing denominated in a currency other than Dollars, (ii) each
date of a continuation of a Loan denominated in a currency other than Dollars
pursuant to <U>Section 2.08</U>, and (iii) such additional dates as set forth in
Section 1.06(a); and (b) with respect to any Letter of Credit, each of the
following: (i) each date of issuance of a Letter of Credit denominated in a
currency other than Dollars, (ii) each date of an amendment of any such Letter
of Credit having the effect of increasing the amount thereof, (iii) each date of
any payment by the Issuing Bank under any Letter of Credit denominated in a
currency other than Dollars, (iv) in the case of all Existing Letters of Credit
denominated in a currency other than Dollars, the Closing Date, and (v) such
additional dates as set forth in Section 1.06(a) . </P>
<P align=justify style="text-indent:5%">&#147;<U>Revolving Availability
Period</U>&#148; shall mean the period from and including the Closing Date to but
excluding the earlier of the Maturity Date and the date of termination of the
Ex-FILO Revolving Commitments. </P>
<P align=justify style="text-indent:5%">&#147;<U>Revolving Borrowing</U>&#148;
shall mean a Canadian Revolving Borrowing, a Dutch Revolving Borrowing, a U.S.
Tranche A Revolving Borrowing and/or a U.S. Tranche B Revolving Borrowing, as
the context may require. </P>
<P align=justify style="text-indent:5%">&#147;<U>Revolving Commitment</U>&#148;
shall mean the Canadian Revolving Commitment, the U.S. Tranche A Revolving
Commitment, the U.S. Tranche B Revolving Commitment, and/or the Dutch Revolving
Commitment, as the context may require. The aggregate amount of Revolving
Commitments of the Lenders as of the <STRIKE><FONT
color=#ff0000>Second</FONT></STRIKE><U><FONT color=#0000ff>Third</FONT></U>
Amendment Effective Date is $370,000,000. </P>
<P align=justify style="text-indent:5%">&#147;<U>Revolving Commitment
Increase</U>&#148; shall have the meaning provided in <U>Section 2.15(a)</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>Revolving Commitment Increase
Notice</U>&#148; shall have the meaning provided in <U>Section 2.15(b)</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>Revolving Exposure</U>&#148; shall
mean the Canadian Revolving Exposure, the U.S. Tranche A Revolving Exposure, the
U.S. Tranche B Revolving Exposure, and/or the Dutch Revolving Exposure, as the
context may require. </P>
<P align=justify style="text-indent:5%">&#147;<U>Revolving Lender</U>&#148; shall
mean a Lender with a Revolving Commitment. </P>
<P align=justify style="text-indent:5%">&#147;<U>Revolving Loans</U>&#148; shall
mean Canadian Revolving Loans, U.S. Tranche A Revolving Loans, U.S. Tranche B
Revolving Loans, Dutch Revolving Loans, Protective Advances and/or Overadvance
Loans, as the context may require. </P>
<P align=justify style="text-indent:5%">&#147;<U>Revolving Note</U>&#148; shall
mean the U.S. Tranche A Revolving Note, U.S. Tranche B Revolving Note, the
Canadian Revolving Note and/or the Dutch Revolving Note. </P>
<P align=justify style="text-indent:5%">&#147;<U>S&amp;P</U>&#148; shall mean
Standard &amp; Poor&#146;s Ratings Services, a division of the McGraw Hill Company,
Inc., and any successor owner of such division. </P>
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<P align=justify style="text-indent:5%">&#147;<U>Sale-Leaseback
Transaction</U>&#148; shall mean any arrangement providing for the leasing by the
Company or any of the Restricted Subsidiaries of any real or tangible personal
property, which property has been or is to be sold or transferred by the Company
or such Restricted Subsidiary to a third Person in contemplation of such
leasing. </P>
<P align=justify style="text-indent:5%">&#147;<U>Sanction(s)</U>&#148; shall mean
any sanction administered or enforced by the United States Government (including
without limitation, OFAC), the United Nations Security Council, the European
Union, Her Majesty&#146;s Treasury (&#147;<U>HMT</U>&#148;) or the federal government of
Canada. </P>
<P align=justify style="text-indent:5%">&#147;<U>SEC</U>&#148; shall have the
meaning provided in <U>Section 8.01(g)</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>Second Amendment</U>&#148; shall
mean the Second Amendment and Joinder to the Credit Agreement dated as of
September 19, 2017, among the Borrowers, U.S. Administrative Agent, the Canadian
Administrative Agent and the Dutch Administrative Agent, Lenders constituting
Required Lenders (as defined in this Agreement immediately prior to the Second
Amendment Effective Date) and the U.S. Tranche B Revolving Lenders. </P>
<P align=justify style="text-indent:5%">&#147;<U>Second Amendment Effective
Date</U>&#148; shall mean the date upon which the conditions set forth in Section 5
of the Second Amendment are satisfied, which date is September 19, 2017. </P>
<P align=justify style="text-indent:5%">&#147;<U>Second Lien Claimholders</U>&#148;
shall have the meaning provided in the Intercreditor Agreement. </P>
<P align=justify style="text-indent:5%">&#147;<U>Second Lien Collateral
Agent</U>&#148; shall have the meaning provided in the Intercreditor Agreement. </P>
<P align=justify style="text-indent:5%">&#147;<U>Second Lien Notes</U>&#148; shall
mean the second lien notes that may be issued pursuant to the Second Lien Notes
Indenture. </P>
<P align=justify style="text-indent:5%">&#147;<U>Second Lien Notes
Indenture</U>&#148; shall mean the Senior Secured Second Lien Notes Indenture dated
October 20, 2016, by and among, the U.S. Parent Borrower, the guarantors from
time to time party thereto, and U.S. Bank National Association as trustee and
notes collateral agent. </P>
<P align=justify style="text-indent:5%">&#147;<U>Section 8.01 Financials</U>&#148;
shall mean the quarterly and annual financial statements required to be
delivered pursuant to <U>Sections 8.01(a)</U> and <U>(b)</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>Secured Bank Product
Obligations</U>&#148; shall mean all obligations in respect of Bank Product Debt
(including obligations which, but for the automatic stay under Section 362(a) of
the Bankruptcy Code or a stay under any applicable Debtor Relief Laws in any
jurisdiction would become due and including any interest, fees and other amounts
accruing after the commencement of any proceeding under any applicable Debtor
Relief Laws in any jurisdiction, whether or not such interest, fees and other
amounts are allowed or allowable claims in such proceeding) owing to a Secured
Bank Product Provider, up to the maximum amount (in the case of any Secured Bank
Product Provider other than BANA and its Affiliates or branches) specified by
such provider in writing to the Administrative Agent, which amount may be
established or increased (by further written notice by the Company to the
Administrative Agent from time to time) as long as no Default or Event of
Default then exists. </P>
<P align=justify style="text-indent:5%">&#147;<U>Secured Bank Product
Provider</U>&#148; shall mean each Cash Management Bank and each Secured Hedge Bank;
<U>provided</U> that such provider who is not BANA delivers written notice to
the Administrative Agent, in form and substance satisfactory to the
Administrative Agent, (i) describing the Bank Product and setting forth the
maximum amount to be secured by the Collateral and the methodology to be used in
calculating such amount, and (ii) agreeing to be bound by <U>Section 11.12</U>;
<U>provided</U>, <U>further</U>, that (x) in the case of any Bank Product in
existence on the Closing Date that is provided by a Person (other than BANA) who is, as of the Closing Date, a Lender, an Agent, a
Joint Lead Arranger or an Affiliate of a Person who is, as of the Closing Date,
a Lender, an Agent or a Joint Lead Arranger, such written notice required by the
immediately preceding proviso shall be delivered to the Administrative Agent on
or prior to the Closing Date and (y) in the case of any Bank Product not in
existence on the Closing Date that is provided by a Secured Hedge Bank or a
Secured Cash Management Bank (other than the U.S. Administrative Agent at the
time of the creation of the relevant Bank Product), such written notice required
by the immediately preceding proviso shall be delivered to the Administrative
Agent within 30 calendar days after the creation of the relevant Bank Product.</P>
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<P align=justify style="text-indent:5%">&#147;<U>Secured Creditors</U>&#148; shall
  mean, collectively, the Administrative Agents, the Collateral Agent, the
Lenders, the Issuing Banks and each Secured Bank Product Provider. </P>
<P align=justify style="text-indent:5%">&#147;<U>Secured Hedge Bank</U>&#148; shall
mean any Person that is a counterparty to a Hedging Agreement with a Credit
Party or one of its Restricted Subsidiaries, in its capacity as such, and that
either (i) was a Lender, an Agent, a Joint Lead Arranger or an Affiliate of a
Lender, an Agent, or a Joint Lead Arranger at the time it entered into such
Hedging Agreement or (ii) becomes a Lender, an Agent or an Affiliate of a Lender
or an Agent after it has entered into such Hedging Agreement. </P>
<P align=justify style="text-indent:5%">&#147;<U>Secured Reserved Hedge</U>&#148;
shall mean any Secured Bank Product Obligations arising under a Hedging
Agreement with a Secured Hedge Bank with respect to which the Company and the
Secured Bank Product Provider thereof have notified the Administrative Agent of
the intent to include such Secured Bank Product Obligations as permitted to be
repaid under <U>clause</U> <U>seventh</U> of the default waterfall set forth in
<U>Section 10.11</U> and with respect to which the Administrative Agent in its
Permitted Discretion in accordance with the provisions of <U>Section 2.22</U>
establishes a Hedge Reserve in respect thereof in an amount equal to the Swap
Termination Value in respect thereof so long as no Overadvance would result from
establishment of a Hedge Reserve for such amount and for all other Secured
Reserved Hedges. </P>
<P align=justify style="text-indent:5%">&#147;<U>Secured Unreserved Hedge</U>&#148;
shall mean any Secured Bank Product Obligations arising under a Hedging
Agreement other than a Secured Reserved Hedge. </P>
<P align=justify style="text-indent:5%">&#147;<U>Securities Act</U>&#148; shall
mean the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder. </P>
<P align=justify style="text-indent:5%">&#147;<U>Security Agreements</U>&#148;
shall mean (i) the Canadian Security Agreements, (ii) the U.S. Security
Agreement and (iii) the Dutch Security Agreements.</P>
<P align=justify style="text-indent:5%">&#147;<U>Security Document</U>&#148; shall
mean and include each Canadian Security Document, each Dutch Security Document,
each U.S. Security Document, the English Control Agreements, the charges or
other similar security documents entered into in Inventory Approved Countries
and/or Account Debtor Approved Countries, as the context may require, and, after
the execution and delivery thereof, any other document pursuant to which a Lien
is granted to a Collateral Agent to secure the Obligations. </P>
<P align=justify style="text-indent:5%">&#147;<U>Settlement Date</U>&#148; shall
have the meaning provided in <U>Section 2.14(a)</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>Significant Asset Sale</U>&#148;
shall mean each Asset Sale (and any Casualty Event) with respect to Collateral
resulting in net cash proceeds in excess of 10% of the Borrowing Base. </P>
<P align=justify style="text-indent:5%">&#147;<U>Similar Business</U>&#148; shall
mean (a) any business engaged or proposed to be engaged in by the Company or any
of the Restricted Subsidiaries on the Closing Date and any reasonable extension
thereof and (b) any business or other activities that are reasonably similar,
ancillary, incidental, complementary or related to, or a reasonable extension, development or expansion
of, the businesses in which the Company and the Restricted Subsidiaries are
engaged or proposed to be engaged on the Closing Date. </P>
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<P align=justify style="text-indent:5%">&#147;<U>Solvent</U>&#148; shall mean, at
  the time of determination (a) each of the Fair Value and the Present Fair
  Saleable Value of the assets of a Person and its Subsidiaries taken as a whole
  exceed their Stated Liabilities and Identified Contingent Liabilities; (b) such
  Person and its Subsidiaries taken as a whole do not have Unreasonably Small
  Capital; and (c) such Person and its Subsidiaries taken as a whole can pay their
  Stated Liabilities and Identified Contingent Liabilities as they mature. Defined
  terms used in the foregoing definition shall have the meanings set forth in the
  solvency certificate delivered on the Closing Date pursuant to <U>Section
5.05</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>Specified Existing Revolving
Commitment Class</U>&#148; shall have the meaning provided in <U>Section 2.19(a)</U>.
</P>
<P align=justify style="text-indent:5%">&#147;<U>Specified Payment</U>&#148; shall
mean (a) any Restricted Payment, Restricted Junior Debt Prepayment or
redesignation of a Restricted Subsidiary as an Unrestricted Subsidiary that, in
each case, is subject to the satisfaction of the Distribution Conditions or (b)
any Investment (including a Permitted Acquisition) or incurrence of Indebtedness
that, in each case, is subject to the satisfaction of the Investment and Junior
Debt Incurrence Conditions.</P>
<P align=justify style="text-indent:5%">&#147;<U>Spot Rate</U>&#148; shall mean, on
any day with respect to any currency, the exchange rate that is applicable to
conversion of one currency into another currency, which is (a) the exchange rate
reported by Bloomberg (or other commercially available source designated by the
Administrative Agent) as of the end of the preceding Business Day in the
financial market for the first currency; or (b) if such report is unavailable
for any reason, the spot rate, as determined by the Administrative Agent and
posted on a daily basis to the electronic loan platform maintained by the
Administrative Agent and accessible by the parties hereto (the &#147;<U>Electronic
Platform</U>&#148;), for the purchase of the first currency with the second currency
as in effect during the preceding business day in the Administrative Agent's
principal foreign exchange trading office for the first currency;
<U>provided</U> that in the case of clause (b) only, if such exchange rate is
not posted to the Electronic Platform on any day with respect to any currency,
the Spot Rate on such day with respect to such currency shall be equal to the
Spot Rate for such currency on the most recent preceding date on which a Spot
Rate with respect to such currency was posted to the Electronic Platform. </P>
<P align=justify style="text-indent:5%">&#147;<U>Stated Amount</U>&#148; of any
Letter of Credit shall mean, unless otherwise specified herein, the stated
amount of such Letter of Credit in effect at such time. </P>
<P align=justify style="text-indent:5%">&#147;<U>Subfacilities</U>&#148; shall have
the meaning provided in the recitals hereto. </P>
<P align=justify style="text-indent:5%">&#147;<U>Subordinated Intercompany
Note</U>&#148; shall mean the Subordinated Intercompany Note, dated as of the Closing
Date, substantially in the form of Exhibit L hereto, executed by the Company,
each Restricted Subsidiary of the Company and each other Credit Party, together
with any joinders thereto. </P>
<P align=justify style="text-indent:5%">&#147;<U>Subsidiary</U>&#148; shall mean,
as to any Person, (i) any corporation, association, or other business entity
(other than a partnership, joint venture, limited liability company or similar
entity) of which more than 50.0% of the total voting power of shares of Capital
Stock entitled (without regard to the occurrence of any contingency) to vote in
the election of directors, managers or trustees thereof is at the time of
determination owned or controlled, directly or indirectly, by such Person or one
or more of the other Subsidiaries of that Person or a combination thereof and
(ii) any partnership, joint venture, limited liability company or similar entity
of which (A) more than 50.0% of the capital accounts, distribution rights, total
equity and voting interests or general or limited partnership interests, as
applicable, are owned or controlled, directly or indirectly, by such Person or
one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership,
general, special or limited partnership or otherwise, and (B) such Person or any
Restricted Subsidiary of such Person is a controlling general partner or
otherwise controls such entity. </P>
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<P align=justify style="text-indent:5%">&#147;<U>Subsidiary Guarantor</U>&#148;
  shall have the meaning provided in the definition of the term &#147;Collateral and
Guarantee Requirement&#148;. </P>
<P align=justify style="text-indent:5%">&#147;<U>Successor Company</U>&#148; shall
have the meaning provided in Section 9.11(a) .</P>
<P align=justify style="text-indent:5%">&#147;<U>Successor Person</U>&#148;
shall have the meaning provided in <U>Section 9.11(b)</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>Successor U.S. Parent
Borrower</U>&#148; shall have the meaning provided in <U>Section 9.11(a)</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>Supermajority Lenders</U>&#148;
shall mean Non-Defaulting Lenders holding more than 66-2/3% of the sum of the
(i) total Outstanding Amount under the Subfacilities (with the aggregate amount
of each Revolving Lender&#146;s risk participation and funded participation in LC
Obligations and Swingline Loans being deemed &#147;held&#148; by such Revolving Lender for
purposes of this definition) and (ii) aggregate unused Revolving Commitments
held by Non-Defaulting Lenders at such time as of any date of determination.</P>
<P align=justify style="text-indent:5%">&#147;<U>Supermajority Ex-FILO
Lenders</U>&#148; shall mean Non-Defaulting Lenders holding more than 66-2/3% of the
sum of the (i) total Outstanding Amount under the Ex-FILO Subfacilities (with
the aggregate amount of each Ex-FILO Revolving Lender&#146;s risk participation and
funded participation in LC Obligations and Swingline Loans being deemed &#147;held&#148;
by such Ex-FILO Revolving Lender for purposes of this definition) and (ii)
aggregate unused Ex-FILO Revolving Commitments held by Non-Defaulting Lenders at
such time as of any date of determination.</P>
<P align=justify style="text-indent:5%">&#147;<U>Supermajority Tranche B
Lenders</U>&#148; shall mean Non-Defaulting Lenders holding more than 66-2/3% of the
sum of the (i) total Outstanding Amount under the U.S. Tranche B Subfacility and
(ii) aggregate unused U.S. Tranche B Revolving Commitments held by
Non-Defaulting Lenders at such time as of any date of determination.</P>
<P align=justify style="text-indent:5%"> &#147;<U>Swap Obligation</U>&#148; shall
mean any obligation to pay or perform under any agreement, contract or
transaction that constitutes a &#147;swap&#148; within the meaning of Section 1a(47) of
the Commodity Exchange Act. </P>
<P align=justify style="text-indent:5%">&#147;<U>Swap Termination Value</U>&#148;
shall mean, in respect of any one or more Hedging Agreements, after taking into
account the effect of any legally enforceable netting agreement relating to such
Hedging Agreements, (a) for any date on or after the date such Hedging
Agreements have been closed out and termination value(s) determined in
accordance therewith, such termination value(s), and (b) for any date prior to
the date referenced in clause (a), the amount(s) determined as the
mark-to-market value(s) for such Hedging Agreements, as determined based upon
one or more mid-market or other readily available quotations provided by any
recognized dealer in such Hedging Agreements (which may include a Lender or any
Affiliate of a Lender). </P>
<P align=justify style="text-indent:5%">&#147;<U>Swingline Commitment</U>&#148;
shall mean the U.S. Swingline Commitment, the Dutch Swingline Commitment and/or
the Canadian Swingline Commitment. </P>
<P align=justify style="text-indent:5%">&#147;<U>Swingline Exposure</U>&#148; shall
mean, with respect to any Lender, at any time, such Lender&#146;s Pro Rata Percentage
under the applicable Subfacility or Subfacilities of the Swingline Loans
outstanding at such time under such Subfacility or Subfacilities. </P>
<P align=center>-80- </P>
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<P align=justify style="text-indent:5%">&#147;<U>Swingline Lender</U>&#148; shall
mean the U.S. Swingline Lender, the Dutch Swingline Lender and/or the Canadian
Swingline Lender. </P>
<P align=justify style="text-indent:5%">&#147;<U>Swingline Loan</U>&#148; shall
mean U.S. Swingline Loans, Dutch Swingline Loans and/or Canadian Swingline
Loans. </P>
<P align=justify style="text-indent:5%">&#147;<U>Swingline Note</U>&#148; shall
mean U.S. Swingline Notes, Dutch Swingline Notes and/or Canadian Swingline
Notes. </P>
<P align=justify style="text-indent:5%">&#147;<U>Swiss Francs</U>&#148; or &#147;Fr.&#148;
shall mean the lawful currency of Switzerland. </P>
<P align=justify style="text-indent:5%">&#147;<U>Taxes</U>&#148; shall mean any and
all present or future taxes, levies, imposts, duties, deductions, charges, fees,
assessments, liabilities or withholdings imposed by any Governmental Authority,
including any interest, penalties and additions to tax with respect thereto.
</P>
<P align=justify style="text-indent:5%">&#147;<U>Test Period</U>&#148; shall mean
each period of four consecutive fiscal quarters of the Company (in each case
taken as one accounting period) for which financial statements have been (or
were required to be) delivered pursuant to <U>Section 8.01</U>. </P>
<P align=justify style="text-indent:5%"><U><FONT color=#0000ff>&#147;Third
Amendment&#148; shall mean the Third Amendment and Joinder to the Credit Agreement
dated</FONT></U> <U><FONT color=#0000ff>as of October 22, 2018, among the
Borrowers, U.S. Administrative Agent, the Canadian Administrative Agent and the
Dutch Administrative Agent, Lenders constituting Supermajority Lenders (as
defined in this Agreement immediately prior to the Third Amendment Effective
Date) and the U.S. Tranche B Increasing Revolving Lenders.</FONT></U> </P>
<P align=justify style="text-indent:5%"><U><FONT color=#0000ff>&#147;Third
Amendment Effective Date&#148; shall mean the date upon which the conditions set
forth in Section 6 of the Third Amendment are satisfied, which date is October
22, 2018.</FONT></U> </P>
<P align=justify style="text-indent:5%">&#147;<U>Threshold Amount</U>&#148; shall
mean $20,000,000. </P>
<P align=justify style="text-indent:5%">&#147;<U>Total Excess
Availability</U>&#148; shall mean, at any time, the amount equal to (i) the Line Cap
at such time <U>minus</U> (ii) the sum of, without duplication (A) the Dollar
Equivalent of the aggregate Revolving Loans and Swingline Loans then outstanding
and (B) the Dollar Equivalent of the aggregate LC Exposure at such time.</P>
<P align=justify style="text-indent:5%"> &#147;<U>Transaction</U>&#148; shall mean,
collectively, (i) the execution, delivery and entering into of the Credit
Documents and the incurrence of Loans on the Closing Date, (ii) the repayment of
the &#147;Obligations&#148; under and as defined in the Existing Credit Agreements and
(iii) the payment of all Transaction Costs. </P>
<P align=justify style="text-indent:5%">&#147;<U>Transaction Costs</U>&#148; shall
mean the fees, premiums and expenses payable by the Company and its Subsidiaries
in connection with the transactions described in clauses (i) through (ii) of the
definition of the term &#147;Transaction.&#148; </P>
<P align=justify style="text-indent:5%">&#147;<U>Treasury Capital Stock</U>&#148;
shall have the meaning provided in Section 9.03(b)(ii) . </P>
<P align=justify style="text-indent:5%">&#147;<U>Type</U>&#148; shall mean the type
of Loan determined with regard to the interest option applicable thereto,
<U>i.e</U>., whether a U.S. Base Rate Loan, Eurocurrency Rate Loan, Canadian
Base Rate Loan, Canadian Prime Loan, European Base Rate Loan or B/A Equivalent
Loan. </P>
<P align=justify style="text-indent:5%">&#147;<U>UCC</U>&#148; shall mean the
Uniform Commercial Code in effect in the State of New York from time to time;
<U>provided</U>, <U>however</U>, that, at any time, if by reason of mandatory
provisions of any Requirement of Law, the Uniform Commercial Code as in effect in a jurisdiction
other than the State of New York governs, the term &#147;UCC&#148; shall mean the Uniform
Commercial Code as in effect, at such time, in such other jurisdiction for
purposes of the provisions relating to such perfection or priority and for
purposes of definitions relating to such provisions. </P>
<P align=center>-81- </P>
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<P align=justify style="text-indent:5%">&#147;<U>United States</U>&#148; and
&#147;<U>U.S.</U>&#148; shall each mean the United States of America. </P>
<P align=justify style="text-indent:5%">&#147;<U>Unreimbursed Amount</U>&#148;
shall have the meaning specified in <U>Section 2.13(d)</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>Unrestricted Subsidiary</U>&#148;
shall mean (i) each Subsidiary of the Company listed on <U>Schedule 1.01A</U>
and (ii) any Subsidiary of the Company designated by the board of directors of
the Company as an Unrestricted Subsidiary pursuant to <U>Section 8.14</U>
subsequent to the Closing Date; <U>provided</U>, <U>however</U>, that no
Borrower shall be designated as an Unrestricted Subsidiary. </P>
<P align=justify style="text-indent:5%"> &#147;<U>U.S. Administrative
Agent</U>&#148; shall have the meaning provided in the preamble hereto and any
successor thereto appointed pursuant to <U>Section 11.09</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>U.S. Base Rate</U>&#148; at any
time shall mean the highest of (i) the Prime Rate, (ii) the rate which is 1/2 of
1% in excess of the Federal Funds Rate and (iii) the Eurocurrency Rate for a
Eurocurrency Rate Loan with a one-month interest period commencing on such day
<U>plus</U> 1.00% . For purposes of this definition, the Eurocurrency Rate shall
be determined using the Eurocurrency Rate as otherwise determined by the U.S.
Administrative Agent in accordance with the definition of Eurocurrency Rate. Any
change in the U.S. Base Rate due to a change in the Prime Rate, the Federal
Funds Rate or such Eurocurrency Rate shall be effective as of the opening of
business on the day of such change in the Prime Rate, the Federal Funds Rate or
such Eurocurrency Rate, respectively. </P>
<P align=justify style="text-indent:5%">&#147;<U>U.S. Base Rate Loan</U>&#148;
shall mean each Revolving Loan which is designated or deemed designated as a
U.S. Base Rate Loan by the applicable U.S. Borrower at the time of the
incurrence thereof or conversion thereto. </P>
<P align=justify style="text-indent:5%">&#147;<U>U.S. Borrowers</U>&#148; shall
mean the U.S. Parent Borrower and each Domestic Subsidiary of the Company that
executes a counterpart hereto and to any other applicable Credit Document to
become a Borrower, whether on the Closing Date or after the Closing Date in
accordance with <U>Section 2.21</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>U.S. Collateral</U>&#148; shall
mean all the &#147;Collateral&#148; (or equivalent term) as defined in the U.S. Security
Agreement and all other property (whether real, personal or otherwise) with
respect to which any security interests have been granted (or purported to be
granted) by any U.S. Credit Parties pursuant to any U.S. Security Document. </P>
<P align=justify style="text-indent:5%">&#147;<U>U.S. Collection Account</U>&#148;
shall have the meaning provided in <U>Section 8.15(c)(ii)</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>U.S.
  Collection Bank</U>&#148; shall have the meaning provided in <U>Section
    8.15(c)(ii)</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>U.S. Credit Party</U>&#148; shall
mean each U.S. Borrower and each U.S. Subsidiary Guarantor.</P>
<P align=justify style="text-indent:5%"> &#147;<U>U.S. Dilution
  Reserve</U>&#148; shall mean, at any date, (i) the amount by which the consolidated
  Dilution Ratio of Eligible U.S. Accounts exceeds five percent (5%) multiplied by
  (ii) the Eligible U.S. Accounts on such date. </P>
<P align=justify style="text-indent:5%">&#147;<U>U.S. Dollars</U>&#148; or
&#147;<U>Dollars</U>&#148; and the sign &#147;<U>$</U>&#148; shall each mean freely transferable
lawful money (expressed in dollars) of the United States. </P>
<P align=center>-82- </P>
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<P align=justify style="text-indent:5%">&#147;<U>U.S. Dominion Account</U>&#148;
shall have the meaning provided in <U>Section 8.15(c)(i)</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>U.S. Equipment Component</U>&#148;
shall have the meaning provided in the definition of the term &#147;U.S. Tranche A
Borrowing Base&#148;. </P>
<P align=justify style="text-indent:5%">&#147;<U>U.S. Fixed Asset Amount</U>&#148;
shall have the meaning provided in the definition of the term &#147;U.S. Tranche A
Borrowing Base&#148;. </P>
<P align=justify style="text-indent:5%">&#147;<U>U.S. Issuing Bank</U>&#148; shall
mean, as the context may require, (a) BANA or any Affiliate of BANA with respect
to Letters of Credit issued by it; (b) any other Lender that may become an
Issuing Bank pursuant to <U>Sections 2.13(i)</U> and <U>2.13(k)</U>, with
respect to Letters of Credit issued by such Lender; (c) with respect to any
Existing Letter of Credit set forth on Part C of <U>Schedule 1.01B</U>, the
Lender which is the issuer of such Existing Letter of Credit or (d)
collectively, all of the foregoing. </P>
<P align=justify style="text-indent:5%">&#147;<U>U.S. LC Credit Extension</U>&#148;
shall mean, with respect to any U.S. Letter of Credit, the issuance, amendment
or renewal thereof or extension of the expiry date thereof, or the increase of
the amount thereof. </P>
<P align=justify style="text-indent:5%">&#147;<U>U.S. LC Disbursement</U>&#148;
shall mean a payment or disbursement made by a U.S. Issuing Bank pursuant to a
U.S. Letter of Credit. </P>
<P align=justify style="text-indent:5%">&#147;<U>U.S. LC Documents</U>&#148; shall
mean all documents, instruments and agreements delivered by a U.S. Borrower or
any other Person to a U.S. Issuing Bank or the U.S. Administrative Agent in
connection with any U.S. Letter of Credit. </P>
<P align=justify style="text-indent:5%">&#147;<U>U.S. LC Exposure</U>&#148; shall
mean at any time the sum of (a) the aggregate undrawn Stated Amount of all
outstanding U.S. Letters of Credit at such time plus (b) the aggregate principal
amount of all U.S. LC Disbursements that have not yet been reimbursed at such
time. The U.S. LC Exposure of any Revolving Lender at any time shall mean its
Pro Rata Percentage of the aggregate U.S. LC Exposure at such time. </P>
<P align=justify style="text-indent:5%">&#147;<U>U.S. LC Obligations</U>&#148;
shall mean the sum (without duplication) of (a) all amounts owing by the U.S.
Borrower in respect of any U.S. LC Disbursements (including any payment
obligations arising therefrom); and (b) the Stated Amount of all outstanding
U.S. Letters of Credit. </P>
<P align=justify style="text-indent:5%">&#147;<U>U.S. LC Sublimit</U>&#148; shall
mean $50,000,000. </P>
<P align=justify style="text-indent:5%">&#147;<U>U.S. Letter of Credit</U>&#148;
shall mean any letters of credit issued or to be issued by a U.S. Issuing Bank
under the U.S. Tranche A Subfacility for the account of the U.S. Borrowers
pursuant to <U>Section 2.13</U>, whether such letter of credit was issued under
the Existing Credit Agreement or this Agreement. </P>
<P align=justify style="text-indent:5%"><U><FONT color=#0000ff>&#147;U.S.
Government Accounts&#148; shall have the meaning provided in the definition of
&#147;Eligible Accounts&#148;.</FONT></U> </P>
<P align=justify style="text-indent:5%">&#147;<U>U.S. Parent Borrower</U>&#148;
shall have the meaning provided in the recitals hereto and shall include, if
applicable, any Successor U.S. Parent Borrower. </P>
<P align=justify style="text-indent:5%">&#147;<U>U.S. Revolving Lenders</U>&#148;
shall mean the U.S. Tranche A Revolving Lenders and the U.S. Tranche B Revolving
Lenders. </P>
<P align=center>-83- </P>
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<P align=justify style="text-indent:5%"> &#147;<U>U.S. Real Estate
Component</U>&#148; shall have the meaning provided in the definition of the term
&#147;U.S. Tranche A Borrowing Base&#148;. </P>
<P align=justify style="text-indent:5%">&#147;<U>U.S. Security Documents</U>&#148;
shall mean the U.S. Security Agreement and, after the execution and delivery
thereof, each Mortgage executed and delivered by any U.S. Credit Party with
respect to any Real Property of such U.S. Credit Party and each other document
executed and delivered by any U.S. Credit Party pursuant to which a Lien is
granted (or purported to be granted) in favor of the Collateral Agent to secure
the Obligations, and each document, if any, executed and delivered by any U.S.
Credit Party pursuant to the Additional Account Security Actions. </P>
<P align=justify style="text-indent:5%">&#147;<U>U.S. Subfacilities</U>&#148; means
collectively the U.S. Tranche A Subfacility and the U.S. Tranche B
Subfacility.</P>
<P align=justify style="text-indent:5%">&#147;<U>U.S. Subsidiary
Guarantor</U>&#148; shall mean each Domestic Restricted Subsidiary (other than the
U.S. Borrowers) in existence on the Closing Date (other than any Excluded
Subsidiary), as well as each Domestic Restricted Subsidiary established, created
or acquired after the Closing Date which becomes a party to this Agreement as a
Guarantor in accordance with the Collateral and Guarantee Requirement. </P>
<P align=justify style="text-indent:5%">&#147;<U>U.S. Swingline
Commitment</U>&#148; shall mean the commitment of the U.S. Swingline Lender to make
loans under the U.S. Tranche A Subfacility pursuant to <U>Section 2.12</U>, as
the same may be reduced from time to time pursuant to <U>Section 2.07</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>U.S. Swingline Exposure</U>&#148;
shall mean, at any time, the aggregate principal amount at such time of all
outstanding U.S. Swingline Loans. The U.S. Swingline Exposure of any U.S.
Tranche A Revolving Lender at any time shall equal its Pro Rata Percentage of
the aggregate U.S. Swingline Exposure at such time. </P>
<P align=justify style="text-indent:5%">&#147;<U>U.S. Swingline Lender</U>&#148;
shall mean BANA and its permitted successors and permitted assigns. </P>
<P align=justify style="text-indent:5%">&#147;<U>U.S. Swingline Loan</U>&#148;
shall mean any Loan made by the Swingline Lender under the U.S. Tranche A
Subfacility for the account of the U.S. Borrowers pursuant to <U>Section
2.12</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>U.S. Swingline Note</U>&#148;
shall mean each swingline note substantially in the form of <U>Exhibit B-4</U>
hereto. </P>
<P align=justify style="text-indent:5%">&#147;<U>U.S. Tax Compliance
Certificate</U>&#148; shall have the meaning provided in <U>Section 4.01(c)</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>U.S. Tranche A Borrowing
Base</U>&#148; shall mean, at the time of any determination, an amount equal to the
sum of the Dollar amount (for this purpose, using the Dollar Equivalent of
amounts not denominated in Dollars), without duplication, of </P>
<P align=justify style="margin-left:5%;text-indent:5%">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (I) 85% of the
  aggregate Outstanding Balance of Eligible U.S. Accounts (other than Eligible
  Insured and Letter of Credit Backed Accounts) at such time <U>plus</U> (II) 90%
  of the aggregate Outstanding Balance of Eligible Insured and Letter of Credit
  Backed Accounts of the U.S. Borrowers at such time; <U>plus</U></P>
<P align=justify style="margin-left:5%;text-indent:5%">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; the lesser
  of (i) 70% of the lesser of the Cost or Fair Market Value of Eligible U.S.
  Inventory at such time and (ii) 85% of the Net Orderly Liquidation Value of
  Eligible U.S. Inventory at such time; <U>plus</U></P>
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<P align=justify style="margin-left:5%;text-indent:5%">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;the
lesser of (x) 75% of the appraised Fair Market Value of Eligible U.S. Real
Estate (the &#147;<U>U.S. Real Estate Component</U>&#148;), <U>plus</U> 85% of the
appraised Net Orderly Liquidation Value of the Eligible U.S. Equipment (the
&#147;<U>U.S. Equipment Component</U>&#148;), and (y) $50,000,000 (taken together with
amounts included in the Canadian Borrowing Base pursuant to clause (c) thereof)
(the &#147;<U>U.S. Fixed Asset Amount</U>&#148;); <U>provided</U> that, commencing with
the Borrowing Base calculation delivered for June 30, 2016: (i) the U.S. Real
Estate Component shall be reduced quarterly based on a 15-year straight-line
depreciation schedule, (ii) the U.S. Equipment Component shall be reduced
quarterly based on a 7-year straight-line depreciation schedule and (iii) the
U.S. Fixed Asset Amount, shall be reduced quarterly pursuant to the depreciation
schedule set forth as <U>Schedule 1.01D</U> hereto; <U>provided,</U> further,
that, if a Fixed Asset Reappraisal Event occurs and the Company chooses to have
the U.S. Tranche A Borrowing Base calculated based on the updated information
set forth in the relevant Appraisals (and including only (i) the Eligible
Equipment so appraised and (ii) Eligible Fee-Owned Real Estate so appraised and
subject to the environmental assessments referred to in Section 8.02(d)), then,
commencing with the Borrowing Base calculation delivered immediately after the
date of such Fixed Asset Reappraisal Event until such time as a further
additional Appraisal and environmental assessment is completed, if ever, on the
applicable assets, the amortization of the U.S. Real Estate Component and the
U.S. Equipment Component shall be reset so that (i) the U.S. Real Estate
Component shall be reduced quarterly based on a 15-year straight-line
depreciation schedule commencing with the first full fiscal quarter to occur
after the date of any such Fixed Asset Reappraisal Event and the U.S. Equipment
Component shall be reduced quarterly based on a 7-year straight-line
depreciation schedule commencing with the first full fiscal quarter to occur
after the date of any such Fixed Asset Reappraisal Event and (ii) the U.S. Fixed
Asset Amount shall be reduced pursuant to an updated depreciation schedule
commencing with the first full fiscal quarter to occur after the date of any
such Fixed Asset Reappraisal Event of the type set forth as Schedule 1.01D,
which will reflect the then current mix of Eligible U.S. Real Estate and
Eligible U.S. Equipment; <U>plus </U></P>
<P align=justify style="margin-left:5%;text-indent:5%">(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;100%
of the unrestricted Borrowing Base Cash Equivalents of the U.S. Borrowers (to
the extent held in Deposit Accounts in the United States (x) maintained with
BANA and (y) subject to Deposit Account Control Agreements in favor of the
Collateral Agent); <U>plus</U> </P>
<P align=justify style="margin-left:5%;text-indent:5%">(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;if
a Borrowing Base Reallocation Notice is delivered by the Company, a portion of
the positive amount, if any, by which the Canadian Borrowing Base and the Dutch
Borrowing Base exceed the total Canadian Revolving Exposure and/or Dutch
Revolving Exposure of all Lenders on the date of such delivery, may be
reallocated to the U.S. Tranche A Borrowing Base; <U>provided</U> that a
Borrowing Base Reallocation Notice may only be delivered once in any calendar
month, and shall set forth the requested reallocation of available Borrowing
Base among Subfacilities, and which reallocation shall become effective upon
confirmation by the Administrative Agent that such reallocation would not cause
the Revolving Exposure under any Subfacility to exceed the Borrowing Base for
the applicable Subfacility, and which reallocation shall remain effective
thereafter until such time, if any, as a new Borrowing Base Reallocation Notice
is received and has become effective; <U>minus </U></P>
<P align=justify style="margin-left:5%;text-indent:5%">(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
the portion of the U.S. Tranche A Borrowing Base, if any, that is reallocated to
the Canadian Borrowing Base and/or the Dutch Borrowing Base pursuant to clause
(e) of the definition of the term &#147;Canadian Borrowing Base&#148; and/or clause (c) of
the definition of the term &#147;Dutch Borrowing Base,&#148; respectively; <U>minus</U>
</P>
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<P align=justify style="margin-left:5%;text-indent:5%">(g)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;the
FILO Reserve Shortfall for such calculation period (if applicable) and any other
Reserves (to the extent not deducted in calculating the U.S. Tranche B Borrowing
Base) established or modified from time to time by the Administrative Agent in
the exercise of its Permitted Discretion in accordance with <U>Section 2.22</U>;</P>
<P align=justify>The U.S. Tranche A Borrowing Base at any time shall be determined by reference
  to the most recent Borrowing Base Certificate delivered to the Administrative
  Agent pursuant to <U>Section 8.15(a)</U>, adjusted as necessary (pending the
  delivery of a new Borrowing Base Certificate) to reflect the impact of any
  Significant Asset Sale or the acquisition of any assets in a Permitted
  Acquisition or similar Investment (or any event or circumstance which, pursuant
  to the eligibility rules set forth in the definitions of Eligible Account,
  Eligible Equipment, Eligible Inventory, Eligible Insured and Letter of Credit
  Backed Accounts or Eligible Fee-Owned Real Estate, renders any such Account,
  Equipment, Inventory or Real Property eligible or ineligible for inclusion in
  the U.S. Tranche A Borrowing Base after delivery of the most recent Borrowing
  Base Certificate). The Administrative Agent shall have the right (but no
  obligation) to review the computations in any Borrowing Base Certificate and if
  such computations have not been calculated in accordance with the terms of this
  Agreement, the Administrative Agent shall have the right, in consultation with
  the Company, to correct any such errors in such manner as it shall reasonably
  determine and the Administrative Agent will notify the Company promptly in
  writing after making any such correction. </P>
<P align=justify style="text-indent:5%">&#147;<U>U.S. Tranche A Line Cap</U>&#148;
shall mean, at any time, an amount that is equal to the lesser of (a) the U.S.
Tranche A Revolving Commitments and (b) the U.S. Tranche A Borrowing Base. </P>
<P align=justify style="text-indent:5%">&#147;<U>U.S. Tranche A Protective
Advance</U>&#148; shall have the meaning provided in <U>Section 2.18</U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>U.S. Tranche A Revolving
Borrowing</U>&#148; shall mean a Borrowing comprised of U.S. Tranche A Revolving
Loans. </P>
<P align=justify style="text-indent:5%">&#147;<U>U.S. Tranche A Revolving
Commitment</U>&#148; shall mean, with respect to each U.S. Tranche A Revolving
Lender, the commitment, if any, of such Lender to make U.S. Tranche A Revolving
Loans hereunder up to the amount set forth and opposite such Lender&#146;s name on
Schedule 2.01 under the caption &#147;U.S. Tranche A Revolving Commitment,&#148; or in the
Assignment and Assumption Agreement pursuant to which such Lender assumed its
U.S. Tranche A Revolving Commitment, as applicable, as the same may be (a)
reduced from time to time pursuant to <U>Section 2.07</U>, (b) reduced or
increased from time to time pursuant to <U>Section 2.20</U> and (c) reduced or
increased from time to time pursuant to assignments by or to such Lender
pursuant to <U>Section 12.04</U>. The aggregate amount of the Lenders&#146; U.S.
Tranche A Revolving Commitments on the <STRIKE><FONT
color=#ff0000>Second</FONT></STRIKE><U><FONT color=#0000ff>Third</FONT></U>
Amendment Effective Date is $<STRIKE><FONT
color=#ff0000>245,000,000</FONT></STRIKE><U><FONT
color=#0000ff>240,000,000</FONT></U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>U.S. Tranche A Revolving
Exposure</U>&#148; shall mean, with respect to any U.S. Tranche A Revolving Lender at
any time, the aggregate principal amount at such time of all outstanding U.S.
Tranche A Revolving Loans of such Lender, plus the aggregate amount at such time
of such Lender&#146;s U.S. LC Exposure, plus the aggregate amount at such of such
Lender&#146;s U.S. Swingline Exposure. </P>
<P align=justify style="text-indent:5%">&#147;<U>U.S. Tranche A Revolving
Lender</U>&#148; shall mean any Lender under the U.S. Tranche A Subfacility. </P>
<P align=justify style="text-indent:5%">&#147;<U>U.S. Tranche A Revolving
Loans</U>&#148; shall mean advances made to or at the request of a U.S. Borrower
pursuant to <U>Section 2.01(i)</U> hereof under the U.S. Tranche A Subfacility.
</P>
<P align=justify style="text-indent:5%">&#147;<U>U.S. Tranche A Revolving
Note</U>&#148; shall mean each revolving note substantially in the form of <U>Exhibit
B-1</U> hereto. </P>
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<P align=justify style="text-indent:5%">&#147;<U>U.S. Tranche A
Subfacility</U>&#148; shall have the meaning provided in the recitals hereto. </P>
<P align=justify style="text-indent:5%">&#147;<U>U.S. Tranche B Borrowing
Base</U>&#148; shall mean, at the time of any determination, an amount equal to the
sum of the Dollar amount (for this purpose, using the Dollar Equivalent of
amounts not denominated in Dollars), without duplication, of </P>
<P align=justify style="margin-left:5%;text-indent:5%">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(I)
5% of the aggregate Outstanding Balance of Eligible U.S. Accounts (other than
Eligible Insured and Letter of Credit Backed Accounts) at such time; <U>plus
</U></P>
<P align=justify style="margin-left:5%;text-indent:5%">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10%
of the Net Orderly Liquidation Value of Eligible U.S. Inventory at such time<U>
minus</U> </P>
<P align=justify style="margin-left:5%;text-indent:5%">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;any
Reserves (to the extent not deducted in calculating the U.S. Tranche A Borrowing
Base) established or modified from time to time by the Administrative Agent in
the exercise of its Permitted Discretion in accordance with <U>Section 2.22</U>.
</P>
<P align=justify>The U.S. Tranche B Borrowing Base at any time shall be
determined by reference to the most recent Borrowing Base Certificate delivered
to the Administrative Agent pursuant to <U>Section 8.15(a)</U>, adjusted as
necessary (pending the delivery of a new Borrowing Base Certificate) to reflect
the impact of any Significant Asset Sale or the acquisition of any assets in a
Permitted Acquisition or similar Investment (or any event or circumstance which,
pursuant to the eligibility rules set forth in the definitions of Eligible
Account, Eligible Inventory, or Eligible Insured and Letter of Credit Backed
Accounts, renders any such Account or Inventory eligible or ineligible for
inclusion in the U.S. Tranche B Borrowing Base after delivery of the most recent
Borrowing Base Certificate). The Administrative Agent shall have the right (but
no obligation) to review the computations in any Borrowing Base Certificate and
if such computations have not been calculated in accordance with the terms of
this Agreement, the Administrative Agent shall have the right, in consultation
with the Company, to correct any such errors in such manner as it shall
reasonably determine and the Administrative Agent will notify the Company
promptly in writing after making any such correction. </P>
<P align=justify style="text-indent:5%"><STRIKE><FONT
color=#008000>&#147;</FONT></STRIKE><U><STRIKE><FONT color=#008000>U.S. Tranche B
Line Cap</FONT></STRIKE></U><STRIKE><FONT color=#008000>&#148; shall mean, at any
time, an amount that is equal to the lesser of (a) the</FONT></STRIKE>
<STRIKE><FONT color=#008000>U.S. Tranche B Revolving Commitments and (b) the
U.S. Tranche B Borrowing Base.</FONT></STRIKE> </P>
<P align=justify style="text-indent:5%"><STRIKE><FONT color=#008000>
&#147;</FONT></STRIKE><U><STRIKE><FONT color=#008000>U.S. Tranche B Maturity
Date</FONT></STRIKE></U><STRIKE><FONT color=#008000>&#148; shall mean the date that
is the earlier of (i) three (3) years after the Second Amendment Effective Date
and (ii) the Payment in Full Date.</FONT></STRIKE> </P>
<P align=justify style="text-indent:5%"><STRIKE><FONT
color=#008000>&#147;</FONT></STRIKE><U><STRIKE><FONT color=#008000>U.S. Tranche B
Revolving Borrowing</FONT></STRIKE></U><STRIKE><FONT color=#008000>&#148; shall mean
a Borrowing comprised of U.S. Tranche B Revolving Loans.</FONT></STRIKE> </P>
<P align=justify style="text-indent:5%">&#147;<U>U.S. Tranche B </U><U><FONT
color=#0000ff>Increased</FONT></U><U> Revolving Commitment</U>&#148; shall mean, with
respect to each U.S. Tranche B <U><FONT color=#0000ff>Increasing</FONT></U>
Revolving Lender, the commitment, if any, of such Lender to make U.S. Tranche B
<U><FONT color=#0000ff>Increased</FONT></U> Revolving Loans hereunder up to the
amount set forth and opposite such Lender&#146;s name on <U>Schedule 2.01</U> under
the caption &#147;U.S. Tranche B <U><FONT color=#0000ff>Increased</FONT></U>
Revolving Commitment,&#148; or in the Assignment and Assumption Agreement pursuant to
which such Lender assumed its U.S. Tranche B <U><FONT
color=#0000ff>Increased</FONT></U> Revolving Commitment, as applicable, as the
same shall be terminated and permanently reduced to $0 on the <STRIKE><FONT
color=#ff0000>Second</FONT></STRIKE><U><FONT color=#0000ff>Third</FONT></U>
Amendment Effective Date pursuant to <U>Section 2.07</U>. The aggregate amount
of the Lenders&#146; U.S. Tranche B <U><FONT color=#0000ff>Increased</FONT></U>
Revolving Commitments on the <STRIKE><FONT
color=#ff0000>Second</FONT></STRIKE><U><FONT color=#0000ff>Third</FONT></U>
Amendment Effective Date is $<STRIKE><FONT
color=#ff0000>15,000,000</FONT></STRIKE><U><FONT
color=#0000ff>5,000,000</FONT></U>. </P>
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<P align=justify style="text-indent:5%"><U><FONT color=#0000ff>&#147;U.S.
Tranche B Increased Revolving Loans&#148; shall mean the U.S. Tranche B Revolving
Loans made by the U.S. Tranche B Increasing Revolving Lenders on the Third
Amendment Effective Date pursuant to the U.S. Tranche B Increased Revolving
Commitments.</FONT></U> </P>
<P align=justify style="text-indent:5%"><U><FONT color=#0000ff>&#147;U.S.
Tranche B Increasing Revolving Lender&#148; shall mean any Lender providing U.S.
Tranche B Increased Revolving Commitments pursuant to the Third
Amendment.</FONT></U> </P>
<P align=justify style="text-indent:5%"><U><FONT color=#008000>&#147;U.S.
Tranche B Line Cap&#148; shall mean, at any time, an amount that is equal to the
lesser of (a) the</FONT></U> <U><FONT color=#008000>U.S. Tranche B Revolving
Commitments and (b) the U.S. Tranche B Borrowing Base.</FONT></U> </P>
<P align=justify style="text-indent:5%"><U><FONT color=#008000> &#147;U.S.
Tranche B Maturity Date&#148; shall mean the date that is the earlier of (i) three
(3) years after the Second Amendment Effective Date and (ii) the Payment in Full
Date.</FONT></U> </P>
<P align=justify style="text-indent:5%"><U><FONT color=#008000>&#147;U.S.
Tranche B Revolving Borrowing&#148; shall mean a Borrowing comprised of U.S. Tranche
B Revolving Loans.</FONT></U> </P>
<P align=justify style="text-indent:5%"><U><FONT
color=#0000ff>&#147;</FONT></U><U><FONT color=#008000>U.S. Tranche B Revolving
Commitments</FONT></U><U><FONT color=#0000ff>&#148; shall mean the Initial</FONT></U>
<U><FONT color=#008000>U.S. Tranche B Revolving Commitments </FONT></U><U><FONT
color=#0000ff>and</FONT></U> <U><FONT color=#008000>the U.S. Tranche B
</FONT></U><U><FONT color=#0000ff>Increased Revolving Commitments.</FONT></U>
</P>
<P align=justify style="text-indent:5%">&#147;<U>U.S. Tranche B Revolving
Exposure</U>&#148; shall mean, with respect to any U.S. Tranche B Revolving Lender at
any time, the aggregate principal amount at such time of all outstanding U.S.
Tranche B Revolving Loans of such Lender. </P>
<P align=justify style="text-indent:5%">&#147;<U>U.S. Tranche B Revolving
Lender</U>&#148; shall mean any <STRIKE><FONT color=#ff0000>Lender under
the</FONT></STRIKE><U><FONT color=#0000ff>Initial</FONT></U> U.S. Tranche B
<STRIKE><FONT color=#ff0000>Subfacility</FONT></STRIKE><U><FONT
color=#0000ff>Revolving Lender and any U.S. Tranche B Increasing Revolving
Lender</FONT></U>. </P>
<P align=justify style="text-indent:5%">&#147;<U>U.S. Tranche B Revolving
Loans</U>&#148; shall mean advances made to or at the request of a U.S. Borrower
pursuant to <U>Section 2.01(iv)</U><U><FONT color=#0000ff>(x) and (y)</FONT></U>
hereof under the U.S. Tranche B Subfacility. </P>
<P align=justify style="text-indent:5%">&#147;<U>U.S. Tranche B Revolving
Note</U>&#148; shall mean each revolving note substantially in the form of <U>Exhibit
B-7</U> hereto. </P>
<P align=justify style="text-indent:5%">&#147;<U>U.S. Tranche B
Subfacility</U>&#148; shall have the meaning provided in the recitals hereto. </P>
<P align=justify style="text-indent:5%">&#147;<U>U.S. Security Agreement</U>&#148;
shall mean the U.S. Security Agreement, dated as of the Closing Date, by and
between the Collateral Agent and each of the U.S. Credit Parties. </P>
<P align=justify style="text-indent:5%">&#147;<U>Voting Stock</U>&#148; of any
Person as of any date shall mean the Capital Stock of such Person that is at the
time entitled to vote generally in the election of the Board of Directors of
such Person. </P>
<P align=justify style="text-indent:5%">&#147;<U>Weekly Reporting Event</U>&#148;
shall mean the occurrence of a date when (a) Total Excess Availability shall
have been less than the greater of (i) 15% of the Line Cap and (ii) $30,000,000,
in either case at any time, until such date as (b) Total Excess Availability
shall have been at least equal to the greater of (i) 15% of the Line Cap and
(ii) $30,000,000 for a period of 30 consecutive calendar days. </P>
<P align=justify style="text-indent:5%">&#147;<U>Weighted Average Life to
Maturity</U>&#148; shall mean, when applied to any Indebtedness at any date, the
number of years obtained by dividing (i) the then outstanding principal amount
of such Indebtedness into (ii) the product obtained by multiplying (x) the
amount of each then remaining installment or other required scheduled payments
of principal, including payment at final maturity, in respect thereof, by (y)
the number of years (calculated to the nearest one-twelfth) that will elapse
between such date and the making of such payment. </P>
<P align=center>-88- </P>
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<P align=justify style="text-indent:5%">&#147;<U>Wholly-Owned Domestic
Subsidiary</U>&#148; shall mean, as to any Person, any Wholly-Owned Subsidiary of
such Person which is a Domestic Subsidiary of such person. </P>
<P align=justify style="text-indent:5%">&#147;<U>Wholly-Owned Foreign
Subsidiary</U>&#148; shall mean, as to any Person, any Wholly-Owned Subsidiary of
such Person which is a Foreign Subsidiary of such Person. </P>
<P align=justify style="text-indent:5%">&#147;<U>Wholly-Owned Restricted
Subsidiary</U>&#148; shall mean, as to any Person, any Wholly-Owned Subsidiary of
such Person which is a Restricted Subsidiary of such Person. </P>
<P align=justify style="text-indent:5%">&#147;<U>Wholly-Owned Subsidiary</U>&#148;
shall mean, as to any Person, (i) any corporation 100% of whose Capital Stock is
at the time owned by such Person and/or one or more Wholly-Owned Subsidiaries of
such Person and (ii) any partnership, association, joint venture or other entity
in which such Person and/or one or more Wholly-Owned Subsidiaries of such Person
owns 100% of the Equity Interests at such time (other than, in the case of a
Foreign Subsidiary with respect to preceding clauses (i) or (ii), director&#146;s
qualifying shares and/or other nominal amounts of shares required to be held by
Persons other than the Company and any Restricted Subsidiary under applicable
Requirements of Law). </P>
<P align=justify style="text-indent:5%">&#147;<U>Write-Down and Conversion
Powers</U>&#148; shall mean, with respect to any EEA Resolution Authority, the
write-down and conversion powers of such EEA Resolution Authority from time to
time under the Bail-In Legislation for the applicable EEA Member Country, which
write-down and conversion powers are described in the EU Bail-In Legislation
Schedule. </P>
<P align=justify style="text-indent:5%">&#147;<U>WURA</U>&#148; shall mean the
Winding-Up and Restructuring Act (Canada), as amended. </P>
<P align=justify style="text-indent:5%">1.02.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Terms
Generally</U>. The definitions in <U>Section 1.01</U> shall apply equally to
both 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 &#147;include,&#148; &#147;includes&#148; and &#147;including&#148; shall be deemed to
be followed by the phrase &#147;without limitation.&#148; The word &#147;will&#148; shall be
construed to have the same meaning and effect as the word &#147;shall&#148;; and the words
&#147;asset&#148; and &#147;property&#148; shall be construed as having the same meaning and effect
and to refer to any and all tangible and intangible assets and properties,
including cash, securities, accounts and contract rights. The words &#147;herein,&#148;
&#147;hereof&#148; and &#147;hereunder,&#148; and words of similar import, shall be construed to
refer to this Agreement in its entirety and not to any particular provision of
this Agreement unless the context shall otherwise require. All references herein
to Articles, Sections, paragraphs, clauses, subclauses, Exhibits and Schedules
shall be deemed references to Articles, Sections, paragraphs, clauses and
subclauses of, and Exhibits and Schedules to, this Agreement unless the context
shall otherwise require. Unless otherwise expressly provided herein, (a) all
references to documents, instruments, agreements (including the Credit Documents
and organizational documents) and other Contractual Requirements shall be deemed
to include all subsequent amendments, restatements, amendments and restatements,
supplements and other modifications thereto, but only to the extent that such
amendments, restatements, amendments and restatements, supplements and other
modifications are not prohibited by any Credit Document and (b) references to
any Requirement of Law shall include all statutory and regulatory provisions
consolidating, amending, replacing, supplementing or interpreting such
Requirement of Law. Unless otherwise specified, all references herein to times
of day shall be references to New York City time (daylight or standard, as
applicable). </P>
<P align=justify style="text-indent:5%">1.03.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Uniform
Commercial Code and PPSA</U>. As used herein, the following terms are defined in
accordance with the UCC in effect in the State of New York (and with respect to
any Canadian Credit Party, such definition or correlative terms (if existing)
under the PPSA shall be defined in accordance with the PPSA) from time to time:
&#147;Chattel Paper,&#148; &#147;Contract,&#148; &#147;control,&#148; &#147;Deposit Account&#148; (which shall
specifically include any Account with a deposit function), &#147;Document&#148; (&#147;document
of title&#148; as defined in the PPSA), &#147;Equipment,&#148; &#147;General Intangibles
(&#147;intangibles&#148; as defined in the PPSA),&#148; &#147;Location&#148; and &#147;Instrument.&#148; </P>
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<P align=justify style="text-indent:5%">1.04.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Exchange Rates; Currency Equivalent</U>.</P>
<P align=justify style="text-indent:5%">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Administrative Agent or the Issuing Bank, as applicable, shall use the Spot
Rates as of each Revaluation Date for the purpose of calculating Dollar
Equivalent amounts of Credit Extensions and Outstanding Amounts denominated in
Alternative Currencies. Such Spot Rates shall become effective as of such
Revaluation Date and shall be the Spot Rates employed in converting any amounts
between the applicable currencies for such purposes until the next Revaluation
Date to occur. The Company shall report value and other Borrowing Base
components to the Administrative Agent in the currency invoiced by the Credit
Parties or shown in the Company&#146;s financial records, and, shall deliver
financial statements and calculate financial covenants in Dollars. </P>
<P align=justify style="text-indent:5%">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Wherever
in this Agreement (in connection with a Borrowing, conversion, continuation or
prepayment of a Revolving Loan or the issuance, amendment or extension of a
Letter of Credit), an amount, such as a required minimum or multiple amount, is
expressed in Dollars, but such Borrowing, Revolving Loan or Letter of Credit is
denominated in an Alternative Currency, such amount shall be the relevant
Alternative Currency Equivalent of such Dollar amount (rounded to the nearest
unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as
determined by the Administrative Agent or the Issuing Bank, as the case may be,
based on the then applicable Spot Rate. </P>
<P align=justify style="text-indent:5%">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The Administrative Agent does not warrant, nor accept responsibility, nor shall
the Administrative Agent have any liability with respect to the administration,
submission or any other matter related to the rates in the definition of the
term &#147;Eurocurrency Rate&#148; or with respect to any comparable or successor rate
thereto. </P>
<P align=justify style="text-indent:5%">1.05.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Interpretation (Quebec)</U>. For purposes of any Collateral located in the
Province of Quebec or charged by any deed of hypothec (or any other Credit
Document) and for all other purposes pursuant to which the interpretation or
construction of a Credit Document may be subject to the Requirements of Law of
the Province of Quebec or a court or tribunal exercising jurisdiction in the
Province of Quebec, (a) &#147;personal property&#148; shall be deemed to include &#147;movable
property,&#148; (b) &#147;real property&#148; shall be deemed to include &#147;immovable property,&#148;
(c) &#147;tangible property&#148; shall be deemed to include &#147;corporeal property,&#148; (d)
&#147;intangible property&#148; shall be deemed to include &#147;incorporeal property,&#148; (e)
&#147;security interest,&#148; &#147;mortgage&#148; and &#147;lien&#148; shall be deemed to include a
&#147;hypothec,&#148; &#147;prior claim&#148; and a &#147;resolutory clause,&#148; (f) all references to
filing, registering or recording under the UCC or the PPSA shall be deemed to
include publication under the Civil Code of Quebec, (g) all references to
&#147;perfection&#148; of or &#147;perfected&#148; Liens shall be deemed to include a reference to
an &#147;opposable&#148; or &#147;set up&#148; Liens as against third parties, (h) any &#147;right of
offset,&#148; &#147;right of setoff&#148; or similar expression shall be deemed to include a
&#147;right of compensation,&#148; (i) &#147;goods&#148; shall be deemed to include &#147;corporeal
movable property&#148; other than Chattel Paper, documents of title, instruments,
money and securities, (j) an &#147;agent&#148; shall be deemed to include a &#147;mandatary,&#148;
(k) &#147;construction liens&#148; shall be deemed to include &#147;legal hypothecs,&#148; (l)
&#147;joint and several&#148; shall be deemed to include &#147;solidary,&#148; (m) &#147;gross negligence
or willful misconduct&#148; shall be deemed to be &#147;intentional or gross fault,&#148; (n)
&#147;beneficial ownership&#148; shall be deemed to include &#147;ownership on behalf of
another as mandatary,&#148; (o) &#147;easement&#148; shall be deemed to include &#147;servitude,&#148;
(p) &#147;priority&#148; shall be deemed to include &#147;prior claim,&#148; (q) &#147;survey&#148; shall be
deemed to include &#147;certificate of location and plan,&#148; (r) &#147;fee simple title&#148;
shall be deemed to include &#147;absolute ownership&#148; and (s) &#147;ground lease&#148; shall be
deemed to include &#147;emphyteutic lease.&#148; The parties hereto confirm that it is
their wish that this Agreement and any other document executed in connection
with the transactions contemplated herein be drawn up in the English language
only (except if another language is required under any applicable Requirement of
Law) and that all other documents contemplated thereunder or relating thereto,
including notices, may also be drawn up in the English language only. Les
parties aux pr&#233;sentes confirment que c&#146;est leur volont&#233; que cette convention et
les autres documents de cr&#233;dit soient r&#233;dig&#233;s en langue anglaise seulement et
que tous les documents, y compris tous avis, envisag&#233;s par cette convention et
les autres documents peuvent &#234;tre r&#233;dig&#233;s en langue anglaise seulement (sauf si
une autre langue est requise en vertu d&#146;une loi applicable). </P>
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<P align=justify style="text-indent:5%">1.06.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Currency Fluctuations</U>.</P>
<P align=justify style="text-indent:5%">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If
at any time following one or more fluctuations in the exchange rate of an
Alternative Currency against the Dollar, (a) the Dollar Equivalent of Ex-FILO
Revolving Exposure exceeds the Line Cap, or (b) the Dollar Equivalent any part
of the Ex-FILO Revolving Exposure (including any Ex-FILO Subfacility) exceeds
any other limit set forth herein for such Ex-FILO Revolving Exposure, the
Company shall within three (3) Business Days of written notice of same from the
Administrative Agent or, if an Event of Default has occurred and is continuing,
within 1 Business Day after written notice of the same from the Administrative
Agent (i) make the necessary payments or repayments to reduce such Ex-FILO
Revolving Exposure to an amount necessary to eliminate such excess or (ii)
maintain or cause to be maintained with the Administrative Agent deposits in an
amount equal to or greater than the amount of such excess, such deposits to be
maintained in such form and upon such terms as are reasonably acceptable to the
Administrative Agent. Without in any way limiting the foregoing provisions, the
Administrative Agent shall, weekly or more frequently in the Administrative
Agent&#146;s sole discretion, make the necessary Spot Rate calculations to determine
whether any such excess exists on such date. </P>
<P align=justify style="text-indent:5%">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
For purposes of any determination under Section 8, Section 9 (other than
<U>Section 9.12</U>) or Section 10 or any determination under any other
provision of this Agreement (other than as specifically set forth in <U>Section
1.04</U> or <U>Section 1.06(a)</U>) requiring the use of a current exchange
rate, all amounts Incurred or proposed to be Incurred in currencies other than
Dollars shall be translated into Dollars at the Spot Rate then in effect on the
date of such determination; <U>provided</U>, <U>however</U>, that (x) for
purposes of determining compliance with Section 9 with respect to the amount of
any Indebtedness, Lien, Investment, Asset Sale (or other disposition of property
of assets permitted by this Agreement), Restricted Payment or Restricted Junior
Debt Prepayment in a currency other than Dollars, no Default or Event of Default
shall be deemed to have occurred solely as a result of changes in rates of
exchange occurring after the time such Indebtedness, Lien or Investment is
Incurred or Asset Sale (or other disposition of property of assets permitted by
this Agreement), Restricted Payment or Restricted Junior Debt Prepayment is
made, (y) for purposes of determining compliance with any Dollar-denominated
restriction on the Incurrence of Indebtedness, if such Indebtedness is Incurred
as Refinancing Indebtedness in respect of any Indebtedness denominated in a
foreign currency, and such Incurrence of Refinancing Indebtedness would cause
the applicable Dollar-denominated restriction to be exceeded if calculated at
the relevant currency Spot Rate in effect on the date of the Incurrence of such
Refinancing Indebtedness, such Dollar-denominated restriction shall be deemed
not to have been exceeded so long as the principal amount of such Refinancing
Indebtedness does not exceed the principal amount of such Indebtedness being
refinanced, except by an amount equal to the accrued interest and premium
thereon plus other amounts paid and fees and expenses incurred in connection
with such Incurrence of Refinancing Indebtedness plus an amount equal to any
existing commitment unutilized and letters of credit undrawn thereunder and (z)
for the avoidance of doubt, the foregoing provisions of this <U>Section
1.06(b)</U> shall otherwise apply to such Sections, including with respect to
determining whether any Indebtedness, Lien or Investment may be Incurred or any
Asset Sale (or other disposition of property of assets permitted by this
Agreement), Restricted Payment or Restricted Junior Debt Prepayment may be made
at any time under such Sections. For purposes of <U>Section 9.12</U>, amounts in
currencies other than Dollars shall be translated into Dollars at the applicable
exchange rates used in preparing the most recently delivered Section 8.01
Financials. </P>
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<P align=justify style="text-indent:5%">1.07.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Interpretation (the Netherlands)</U>. For purposes of this Agreement, in case
reference is made to a Dutch Credit Party and for all other purposes pursuant to
which the interpretation or construction of a Credit Document may be subject to
the Requirements of Law of the Netherlands, (a) a necessary action to authorise,
where applicable, includes without limitation: (i) any action required to comply
with the Dutch Works Council Act (<I>Wet op de ondernemingsraden</I>) and (ii)
obtaining unconditional positive, conditional positive or neutral advice
(<I>advies</I>) from each competent works council, which if conditional,
contains conditions which, if complied with, are not reasonably likely to cause
a breach with any terms of any of the Credit Documents; (b) a winding-up,
administration or dissolution includes a Dutch entity being: (i) declared
bankrupt (<I>failliet verklaard</I>) and (ii) dissolved (<I>ontbonden</I>); (c)
a (provisional) moratorium includes <I>(voorlopige)</I> <I>surseance van
betaling</I> and granted a (provisional) moratorium includes <I>(voorlopige)</I>
surseance<I> verleend</I>; (d) a trustee in bankruptcy includes a
<I>curator</I>; (e) an administrator includes a <I>bewindvoerder</I>; (f) a
receiver or an administrative receiver does not include a <I>curator </I>or
<I>bewindvoerder</I>; and (g) an attachment includes a <I>beslag</I>. In
relation to a Dutch Deposit Account, control means a disclosed right of pledge
(<I>openbaar pandrecht</I>) over such Deposit Account granted to the Collateral
Agent and without the Collateral Agent as pledgee authorizing the relevant
pledgor (<I>pandgever</I>) to collect payments as referred to in provision 3:246
subsection 4 of the Dutch Civil Code (<I>Burgerlijk Wetboek</I>). </P>
<P align=justify style="text-indent:5%">1.08.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Additional
Alternative Currencies</U>.</P>
<P align=justify style="text-indent:5%">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Company may from time to time request that Eurocurrency Rate Loans be made
and/or Letters of Credit be issued in a currency other than those specifically
listed in the definition of the term &#147;Alternative Currency&#148;; <U>provided</U>
that such requested currency is a lawful currency (other than Dollars) that is
readily available and freely transferable and convertible into Dollars. In the
case of any such request with respect to the making of Eurocurrency Rate Loans,
such request shall be subject to the approval of the Administrative Agent and
the Lenders; and in the case of any such request with respect to the issuance of
Letters of Credit, such request shall be subject to the approval of the
Administrative Agent and the Issuing Bank. </P>
<P align=justify style="text-indent:5%">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Any such request shall be made to the Administrative Agent not later than 11:00
a.m., Local Time, 20 Business Days prior to the date of the desired Credit
Extension (or such other time or date as may be agreed by the Administrative
Agent and, in the case of any such request pertaining to Letters of Credit, the
Issuing Bank, in its or their sole discretion). In the case of any such request
pertaining to Eurocurrency Rate Loans, the Administrative Agent shall promptly
notify each Lender thereof; and in the case of any such request pertaining to
Letters of Credit, the Administrative Agent shall promptly notify the Issuing
Bank thereof. Each Lender (in the case of any such request pertaining to
Eurocurrency Rate Loans) or the Issuing Bank (in the case of a request
pertaining to Letters of Credit) shall notify the Administrative Agent, not
later than 11:00 a.m., Local Time, ten Business Days after receipt of such
request whether it consents, in its sole discretion, to the making of
Eurocurrency Rate Loans or the issuance of Letters of Credit, as the case may
be, in such requested currency. </P>
<P align=justify style="text-indent:5%">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any
failure by a Lender or the Issuing Bank, as the case may be, to respond to such
request within the time period specified in the preceding sentence shall be
deemed to be a refusal by such Lender or the Issuing Bank, as the case may be,
to permit Eurocurrency Rate Loans to be made or Letters of Credit to be issued
in such requested currency. If the Administrative Agent and all the Lenders
consent to making Eurocurrency Rate Loans in such requested currency, the
Administrative Agent shall so notify the Company and such currency shall
thereupon be deemed for all purposes to be an Alternative Currency hereunder for
purposes of any Committed Borrowings of Eurocurrency Rate Loans; and if the
Administrative Agent and the Issuing Bank consent to the issuance of Letters of
Credit in such requested currency, the Administrative Agent shall so notify the
Company and such currency shall thereupon be deemed for all purposes to be an
Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain
consent to any request for an additional currency under this <U>Section
1.08</U>, the Administrative Agent shall promptly so notify the Company.</P>
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<P align=justify style="text-indent:5%">1.09.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Change
of Currency</U>.</P>
<P align=justify style="text-indent:5%">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each
obligation of the Borrowers to make a payment denominated in the national
currency unit of any member state of the European Union that adopts the Euro as
its lawful currency after the Closing Date shall be redenominated into Euro at
the time of such adoption. If, in relation to the currency of any such member
state, the basis of accrual of interest expressed in this Agreement in respect
of that currency shall be inconsistent with any convention or practice in the
London interbank market for the basis of accrual of interest in respect of the
Euro, such expressed basis shall be replaced by such convention or practice with
effect from the date on which such member state adopts the Euro as its lawful
currency; <U>provided</U> that if any Borrowing in the currency of such member
state is outstanding immediately prior to such date, such replacement shall take
effect, with respect to such Borrowing, at the end of the then current Interest
Period. </P>
<P align=justify style="text-indent:5%">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Each provision of this Agreement shall be subject to such reasonable changes of
construction as the Administrative Agent may from time to time specify to be
appropriate to reflect the adoption of the Euro by any member state of the
European Union and any relevant market conventions or practices relating to the
Euro.</P>
<P align=justify style="text-indent:5%">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each
provision of this Agreement also shall be subject to such reasonable changes of
construction as the Administrative Agent may from time to time specify to be
appropriate to reflect a change in currency of any other country and any
relevant market conventions or practices relating to the change in currency.
</P>
<P align=justify style="text-indent:5%">1.10.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Letter of Credit Amounts</U>. </P>
<P align=justify style="text-indent:5%">Unless otherwise specified
herein, the amount of a Letter of Credit at any time shall be deemed to be the
Dollar Equivalent of the stated amount of such Letter of Credit in effect at
such time; <U>provided</U>, <U>however</U>, that with respect to any Letter of
Credit that, by its terms or the terms of any LC Document related thereto,
provides for one or more automatic increases in the stated amount thereof, the
amount of such Letter of Credit shall be deemed to be the Dollar Equivalent of
the maximum stated amount of such Letter of Credit after giving effect to all
such increases, whether or not such maximum stated amount is in effect at such
time. </P>
<P align=justify style="text-indent:5%">1.11.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Accounting Terms</U>. </P>
<P align=justify style="text-indent:5%">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All
accounting terms not specifically or completely defined herein shall be
construed in conformity with, and all financial data (including financial ratios
and other financial calculations) required to be submitted pursuant to this
Agreement shall be prepared in conformity with, GAAP, applied in a manner
consistent with that used in preparing the Historical Financial Statements,
except as otherwise specifically prescribed herein; <U>provided</U>,
<U>however</U>, that if the Company notifies the Administrative Agent that the
Company requests an amendment to any provision hereof to eliminate the effect of
any change occurring after the Closing Date in GAAP or in the application
thereof on the operation of such provision (or if the Administrative Agent
notifies the Company that the Required Lenders request an amendment to any
provision hereof for such purpose), regardless of whether any such notice is
given before or after such change in GAAP or in the application thereof, then
such provision shall be interpreted on the basis of GAAP as in effect and
applied immediately before such change shall have become effective until such
notice shall have been withdrawn or such provision amended in accordance
herewith. </P>
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<P align=justify style="text-indent:5%">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Where reference is made to &#147;the Company and its Restricted Subsidiaries, on a
consolidated basis&#148; or similar language, such consolidation shall not include
any Subsidiaries of the Company other than Restricted Subsidiaries. </P>
<P align=justify style="text-indent:5%">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Notwithstanding any other provision contained herein, (i) 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 the Financial Accounting Standards Board&#146;s
Accounting Standards Codification No. 825&#151;Financial Instruments, or any
successor thereto (including pursuant to the Accounting Standards Codification),
to value any Indebtedness of the Company or any Subsidiary at &#147;fair value&#148; as
defined therein and (ii) all leases and obligations under any leases of any
Person that are or would be characterized as operating leases and/or operating
lease obligations in accordance with GAAP on January 1, 2016 (whether or not
such operating leases and/or operating lease obligations were in effect on such
date) shall continue to be accounted for as operating leases and/or operating
lease obligations (and not as capital leases and/or Capitalized Lease
Obligations) for purposes of this Agreement regardless of any change in GAAP
following the date that would otherwise require such obligations to be
recharacterized as capital leases and/or Capitalized Lease Obligations. </P>
<P align=justify style="text-indent:5%">(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
For the avoidance of doubt, notwithstanding any classification under GAAP of any
Person or business in respect of which a definitive agreement for the
disposition thereof has been entered into as discontinued operations, the Net
Income of such Person or business shall not be excluded from the calculation of
Net Income until such disposition shall have been consummated. </P>
<P align=justify style="text-indent:5%">1.12.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Pro
Forma and Other Calculations</U>. </P>
<P align=justify style="text-indent:5%">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding
anything to the contrary herein, financial ratios and tests (including
measurements of Consolidated Total Assets or Consolidated EBITDA), including the
Consolidated Fixed Charge Coverage Ratio and the Consolidated Secured Leverage
Ratio shall be calculated in the manner prescribed by this <U>Section 1.12</U>.
In addition, whenever a financial ratio or test is to be calculated on a pro
forma basis or requires pro forma compliance, the reference to &#147;Test Period&#148; for
purposes of calculating such financial ratio or test shall be deemed to be a
reference to, and shall be based on, the most recently ended Test Period for
which Section 8.01 Financials have been delivered. </P>
<P align=justify style="text-indent:5%">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For
purposes of calculating any financial ratio or test (including Consolidated
Total Assets and Consolidated EBITDA), Investments, acquisitions, dispositions,
mergers, amalgamations, consolidations and discontinued operations (as
determined in accordance with GAAP) that have been made by the Company or any of
its Restricted Subsidiaries during the applicable Test Period or subsequent to
such Test Period and on or prior to or simultaneously with the event for which
the calculation of any such ratio is made shall be calculated on a pro forma
basis assuming that all such Investments, acquisitions, dispositions, mergers,
amalgamations, consolidations and discontinued operations (and the change in any
associated fixed charge obligations and the change in Consolidated EBITDA
resulting therefrom) had occurred on the first day of the applicable Test Period
(or, in the case of Consolidated Assets or Investment Cash Equivalents, on the
last day of the applicable Test Period). If since the beginning of such period
any Person that subsequently became a Restricted Subsidiary or was merged with
or into the Company or any of its Restricted Subsidiaries since the beginning of
such period shall have made any Investment, acquisition, disposition, merger,
amalgamation, consolidation or discontinued operation that would have required
adjustment pursuant to this definition, then such financial ratio or test
(including Consolidated Total Assets and Consolidated EBITDA) shall be
calculated giving pro forma effect thereto for such period as if such
Investment, acquisition, disposition, merger, amalgamation, consolidation or
discontinued operation had occurred at the beginning of the applicable Test
Period. </P>
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<P align=justify style="text-indent:5%">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Whenever
pro forma effect is to be given to an Investment, acquisition, disposition,
merger, amalgamation, consolidation or discontinued operation, the pro forma
calculations shall be made in good faith by a responsible financial or
accounting officer of the Company (and may include, for the avoidance of doubt,
cost savings and synergies resulting from such Investment, acquisition, merger,
amalgamation or consolidation which is being given pro forma effect that have
been or are expected to be realized; <U>provided</U> that any pro forma
adjustments in respect of cost savings and synergies shall (a) be reasonably
identifiable and factually supportable, (b) be limited to those which are
expected to be realized within 12 months of the applicable date of such
calculation and (c) not exceed, for any Test Period, an amount, when taken
together with the aggregate amounts added pursuant to clauses (d) and (m) of the
definition of the term &#147;Consolidated EBITDA&#148; for such Test Period, equal to 20%
of Consolidated EBITDA for such Test Period prior to giving effect to any
adjustments pursuant to this paragraph and clauses (d) and (m) of the definition
of the term &#147;Consolidated EBITDA&#148; for such Test Period).</P>
<P align=justify style="text-indent:5%">(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
In the event that the Company or any of its Restricted Subsidiaries Incurs
(including by assumption or guarantee) or refinances (including by redemption,
repurchase, repayment, retirement or extinguishment) any Indebtedness (other
than Indebtedness Incurred or refinanced under any revolving credit facility or
line of credit unless such Indebtedness has been permanently repaid and not
replaced), in each case included in the calculations of any financial ratio or
test, (i) during the applicable Test Period or (ii) subsequent to the end of the
applicable Test Period and prior to or simultaneously with the event for which
the calculation of any such ratio is made, then such financial ratio or test
shall be calculated giving pro forma effect to such Incurrence or refinancing of
Indebtedness, in each case to the extent required, as if the same had occurred
on the last day of the applicable Test Period (except in the case of the
Consolidated Fixed Charge Coverage Ratio, in which case such Incurrence or
refinancing of Indebtedness will be given effect, as if the same had occurred on
the first day of the applicable Test Period); <U>provided</U> that the foregoing
shall not apply to any calculation of the Consolidated Fixed Charge Coverage
Ratio pursuant to <U>Section 9.12</U>. </P>
<P align=justify style="text-indent:5%">(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If
any Indebtedness bears a floating rate of interest and is being given pro forma
effect, the interest on such Indebtedness shall be calculated as if the rate in
effect on date of the event for which the calculation of the Consolidated Fixed
Charge Coverage Ratio is made had been the applicable rate for the entire period
(taking into account any Hedging Obligations applicable to such Indebtedness)
and including for purposes of calculating the Consolidated Fixed Charge Coverage
Ratio pursuant to <U>Section 9.12</U> prior to the first anniversary of the
Closing Date. Interest on a Capitalized Lease Obligation shall be deemed to
accrue at an interest rate reasonably determined by a Responsible Officer of the
Company to be the rate of interest implicit in such Capitalized Lease Obligation
in accordance with GAAP. For purposes of making the computation referred to
above, interest on any Indebtedness under a revolving credit facility shall be
computed based upon the average daily balance of such Indebtedness during the
applicable period. Interest on Indebtedness that may optionally be determined at
an interest rate based upon a factor of a prime or similar rate, a eurocurrency
interbank offered rate, or other rate, shall be deemed to have been based upon
the rate actually chosen, or, if none, then based upon such optional rate chosen
as the Company may designate. </P>
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<P align=justify style="text-indent:5%"><FONT color=#0000ff><FONT
color=#000000></FONT><U>1.13.</U></FONT>&nbsp;<FONT
color=#0000ff><FONT
color=#000000>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><U>Divisions.</U></FONT> </P>
<P align=justify><U><FONT color=#0000ff>For all purposes under the Credit
Documents, in connection with any division or plan of division under Delaware
law (or any comparable event under a different jurisdiction&#146;s laws): (a) if any
asset, right, obligation or liability of any Person becomes the asset, right,
obligation or liability of a different Person, then it shall be deemed to have
been transferred from the original Person to the subsequent Person, and (b) if
any new Person comes into existence, such new Person shall be deemed to have
been organized on the first date of its existence by the holders of its Equity
Interests at such time.</FONT></U> </P>
<P align=justify style="text-indent:5%">Section
2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <U>Amount and Terms of Credit</U>. </P>
<P align=justify style="text-indent:5%">2.01.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Commitments</U>. Subject to the terms and conditions and relying upon the
representations and warranties herein set forth, each Lender agrees, severally
and not jointly, to make (i) under the U.S. Tranche A Subfacility, U.S. Tranche
A Revolving Loans to the U.S. Borrowers, at any time and from time to time
during the Revolving Availability Period, in an aggregate principal amount at
any time outstanding that will not result in the Availability Conditions not
being met; (ii) under the Canadian Subfacility, Canadian Revolving Loans to the
Canadian Borrowers, at any time and from time to time during the Revolving
Availability Period, in an aggregate principal amount at any time outstanding
that will not result in the Availability Conditions not being met; (iii) under
the Dutch Subfacility, Dutch Revolving Loans to the Dutch Borrowers, at any time
and from time to time during the Revolving Availability Period, in an aggregate
principal amount at any time outstanding that will not result in the
Availability Conditions not being met; or (iv) under the U.S. Tranche B
Subfacility, <U><FONT color=#0000ff>(x) Initial</FONT></U> U.S. Tranche B
Revolving Loans to the U.S. Borrowers, in a single drawing on the Second
<U><FONT color=#0000ff>Amendment Effective Date, in an aggregate principal
amount outstanding that will not result in the Availability Conditions not being
met and (y) U.S. Tranche B Increased Revolving Loans, in a single drawing on the
Third</FONT></U> Amendment Effective Date, in an aggregate principal amount
outstanding that will not result in the Availability Conditions not being met.
Ex-FILO Revolving Loans will be available under each Ex-FILO Subfacility in
Dollars and any Alternative Currency and U.S. Tranche B Revolving Loans will be
available under the U.S. Tranche B Subfacility in Dollars. Within the limits set
forth above and subject to the terms, conditions and limitations set forth
herein, the Borrowers may borrow, pay or prepay and reborrow Revolving Loans
under each applicable Subfacility. All U.S. Borrowers shall be jointly and
severally liable as borrowers for all Borrowings under the U.S. Subfacilities of
each U.S. Borrower regardless of which U.S. Borrower received the proceeds
thereof. All Canadian Borrowers shall be jointly and severally liable as
borrowers for all Borrowings under the Canadian Subfacility of each Canadian
Borrower regardless of which Canadian Borrower received the proceeds thereof.
All Dutch Borrowers shall be jointly and severally liable as borrowers for all
Borrowings under the Dutch Subfacility of each Dutch Borrower regardless of
which Dutch Borrower received the proceeds thereof. </P>
<P align=justify style="text-indent:5%">2.02.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Loans</U>.
</P>
<P align=justify style="text-indent:5%">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Each (i) U.S. Tranche A Revolving Loan (other than U.S. Swingline Loans) shall
be made as part of a Borrowing consisting of U.S. Tranche A Revolving Loans made
by the U.S. Tranche A Revolving Lenders in accordance with their Pro Rata
Percentage under the U.S. Tranche A Subfacility of the U.S. Tranche A Revolving
Commitments, (ii) <U><FONT color=#0000ff>(x) Initial</FONT></U> U.S. Tranche B
Revolving Loan <STRIKE><FONT color=#ff0000>shall be made</FONT></STRIKE><U><FONT
color=#0000ff>was made on the Second Amendment Effective Date</FONT></U> as part
of a Borrowing consisting of <U><FONT color=#0000ff>Initial</FONT></U> U.S.
Tranche B Revolving Loans made by the <U><FONT color=#0000ff>Initial</FONT></U>
U.S. Tranche B Revolving Lenders in accordance with their Pro Rata Percentage
under the U.S. Tranche B Subfacility of the <U><FONT
color=#0000ff>Initial</FONT></U> U.S. Tranche B Revolving Commitments<U><FONT
color=#0000ff> and (y) U.S. Tranche B Increased Revolving Loan shall be made on
the Third Amendment Effective Date as part of a Borrowing consisting of U.S.
Tranche B Increased Revolving </FONT></U><U><font color=#0000ff>Loans made by the U.S. Tranche B
Increasing Revolving Lenders in accordance with their respective U.S. Tranche B
Increased Revolving Commitments</font></U>, (iii) Canadian Revolving Loan (other
than Canadian Swingline Loans) shall be made as part of a Borrowing consisting
of Canadian Revolving Loans made by the Canadian Revolving Lenders in accordance
with their Pro Rata Percentage under the Canadian Subfacility of the Canadian
Revolving Commitments, and (iv) Dutch Revolving Loan (other than Dutch Swingline
Loans) shall be made as part of a Borrowing consisting of Dutch Revolving Loans
made by the Dutch Revolving Lenders in accordance with their Pro Rata Percentage
under the Dutch Subfacility of the Dutch Revolving Commitments; <U>provided</U> that the failure of any Lender to make any Loan shall not in itself relieve any
other Lender of its obligation to lend hereunder (it being understood, however,
that no Lender shall be responsible for the failure of any other Lender to make
any Loan required to be made by such other Lender). Except for Loans deemed made
pursuant to <U>Section 2.02(f)</U>, Loans (other than Swingline Loans, Canadian
Prime Loans and Base Rate Loans) comprising any Borrowing shall be in an
aggregate principal amount that is an integral multiple of the Borrowing
Multiple and not less than the Borrowing Minimum or (ii) equal to the remaining
available balance of the applicable Revolving Commitments. Any Loan to a Dutch
Borrower shall at all times be provided by a Lender that is a Non-Public Lender.
The <U><font color=#0000ff>Initial</font></U> U.S. Tranche B <U><font
color=#0000ff>Revolving Loans were fully funded in a single drawing on the
Second Amendment Effective Date. The U.S. Tranche B Increased</font></U> Revolving Loans shall be fully funded in a single drawing on the <STRIKE><font
color=#ff0000>Second</font></STRIKE><U><font color=#0000ff>Third</font></U> Amendment Effective Date. The U.S. Tranche B Revolving Loans shall be repaid in
accordance with <U>Section 2.04(a)(II)</U> and may be prepaid in accordance with <U>Section 2.09(a)</U>. <STRIKE><font color=#ff0000>Once
the</font></STRIKE><U><font color=#0000ff>The Initial</font></U> U.S. Tranche B
Revolving Loans <U><font color=#0000ff>funded on the Second Amendment Effective
Date may not be reborrowed, and once the U.S. Tranche B Increased Revolving
Loans</font></U> have been funded on the <STRIKE><font
color=#ff0000>Second</font></STRIKE><U><font color=#0000ff>Third</font></U> Amendment Effective Date, they may not be reborrowed. </P>
<P align=center>-96- </P>
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<P align=justify style="text-indent:5%">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Subject
  to <U>Section 3.01</U>, (i) each Borrowing of U.S. Tranche A Revolving Loans or
  U.S. Tranche B Revolving Loans shall be made to U.S. Borrowers only and shall be
  made as either U.S. Base Rate Loans or Eurocurrency Rate Loans, (ii) each
  Borrowing of Canadian Revolving Loans shall be made to Canadian Borrowers only
  and shall be made as either B/A Equivalent Loans, Canadian Prime Rate Loans,
  Canadian Base Rate Loans or Eurocurrency Rate Loans, (iii) each Borrowing of
  Dutch Revolving Loans shall be made to Dutch Borrowers only and shall be made as
  either European Base Rate Loans or Eurocurrency Rate Loans, (iv) each Borrowing
  of Loans denominated in Dollars shall be comprised entirely of Base Rate Loans
  or Eurocurrency Rate Loans, (v) each Borrowing of Loans denominated in Canadian
  Dollars shall be comprised entirely of Canadian Prime Loans, B/A Equivalent
  Loans or Eurocurrency Rate Loans, (vi) each Borrowing of Ex-FILO Revolving Loans
  denominated in Euro, Pounds Sterling and Swiss Francs shall be comprised
  entirely of European Base Rate Loans or Eurocurrency Rate Loans and (vii) each
  Borrowing of Ex-FILO Revolving Loans denominated in other Alternative Currencies
  shall be comprised entirely of B/A Equivalent Loans, European Base Rate Loans or
  Eurocurrency Rate Loans, in each case as the Relevant Borrower may request
  pursuant to <U>Section 2.03</U>. Each applicable Lender may at its option make
  any Loan by causing any domestic or foreign branch or Affiliate of such Lender
  to fund on such Lender&#146;s behalf; <U>provided</U> that any exercise of such
  option shall not affect the obligation of the Borrowers to repay such Loan to
  each applicable Lender in accordance with the terms of this Agreement or cause
  the Borrowers to pay additional amounts pursuant to <U>Section 3.01</U>.
  Borrowings of more than one Type may be outstanding at the same time;
  <U>provided</U>, <U>further</U>, that the Borrowers shall not be entitled to
  request any Borrowing that, if made, would result in more than twenty Borrowings
  of Eurocurrency Rate Loans or ten Borrowings of B/A Equivalent Loans outstanding
  hereunder at any one time (which number of Borrowings of Eurocurrency Rate Loans
  and/or B/A Equivalent Loans may be increased or adjusted by agreement between
  the Company and the Administrative Agent in connection with any Revolving
  Commitment Increase or Extended Revolving Loans/Extended Revolving Commitments).
  For purposes of the foregoing, Borrowings having different Interest Periods or
  Contract Periods, regardless of whether they commence on the same date, shall be
considered separate Borrowings. </P>
<P align=center>-97- </P>
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<P align=justify style="text-indent:5%">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Except
with respect to Loans made pursuant to <U>Section 2.02(f)</U>, each Lender shall
make each Loan (other than Swingline Loans) to be made by it hereunder on the
proposed date thereof by wire transfer of immediately available funds as the
Administrative Agent may designate not later than 2:00 p.m., Local Time, and the
Administrative Agent shall promptly credit the amounts so received to an account
as directed by the Relevant Borrower in the applicable Notice of Borrowing
maintained with the Administrative Agent or, if a Borrowing shall not occur on
such date because any condition precedent herein specified shall not have been
met or waived, return the amounts so received to the respective Lenders. </P>
<P align=justify style="text-indent:5%">(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Unless
the Administrative Agent shall have received notice from a Lender prior to the
date of any Borrowing that such Lender will not make available to the
Administrative Agent such Lender&#146;s portion of such Borrowing, the Administrative
Agent may assume that such Lender has made such portion available to the
Administrative Agent on the date of such Borrowing in accordance with paragraph
(c) above, and the Administrative Agent may, in reliance upon such assumption,
make available to the Relevant Borrower on such date a corresponding amount. If
the Administrative Agent shall have so made funds available then, to the extent
that such Lender shall not have made such portion available to the
Administrative Agent, such Lender and the Relevant Borrower severally agree to
repay to the Administrative Agent forthwith on demand such corresponding amount
together with interest thereon, for each day from the date such amount is made
available to such Borrower until the date such amount is repaid to the
Administrative Agent at (i) in the case of a Borrower, as applicable, the
interest rate applicable at the time to the Loans comprising such Borrowing and
(ii) in the case of such Lender, for the first such day, the Federal Funds Rate
(for Dollars), the Bank of Canada Overnight Rate (for Canadian Dollars) or a
rate determined by the Administrative Agent in accordance with banking industry
rules on interbank compensation (for other Alternative Currencies), and for each
day thereafter, the U.S. Base Rate (for Borrowings under a U.S. Subfacility
denominated in Dollars), the Canadian Base Rate (for Borrowings under the
Canadian Subfacility denominated in Dollars), the Canadian Prime Rate (for
Canadian Dollars) or the European Base Rate (for other Alternative Currencies).
</P>
<P align=justify style="text-indent:5%">(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Notwithstanding any other provision of this Agreement, no Borrower shall be
entitled to request, or to elect to convert or continue, any Borrowing if the
Interest Period or Contract Period requested with respect thereto would end
after the Maturity Date or, with respect to U.S. Tranche B Revolving Borrowing,
the U.S. Tranche B Maturity Date. </P>
<P align=justify style="text-indent:5%">(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
If an Issuing Bank shall not have received from the Relevant Borrower the
payment required to be made by <U>Section 2.13(e)</U> within the time specified
in such Section, such Issuing Bank will promptly notify the Administrative Agent
of the LC Disbursement and the Administrative Agent will promptly notify each
applicable Revolving Lender of such LC Disbursement and its Pro Rata Percentage
thereof under the applicable Subfacility or Subfacilities. Each such Revolving
Lender shall pay by wire transfer of immediately available funds to the
Administrative Agent on such date (or, if such Revolving Lender shall have
received such notice later than 12:00 (noon), Local Time, on any day, not later
than 11:00 a.m., Local Time, on the immediately following Business Day), an
amount equal to such Lender&#146;s Pro Rata Percentage under the applicable
Subfacility or Subfacilities of such LC Disbursement (it being understood that
the Dollar Equivalent such amount shall be deemed to constitute a Base Rate Loan
(for LC Disbursements denominated in Dollars or an Alternative Currency (other
than Canadian Dollars)) or a Canadian Prime Loan (for LC Disbursements
denominated in Canadian Dollars) of such Lender, and such payment shall be
deemed to have reduced the applicable LC Exposure), and the Administrative Agent
will promptly pay to such Issuing Bank amounts so received by it from the
applicable Revolving Lenders. The Administrative Agent will promptly pay to the
applicable Issuing Bank any amounts received by it from the applicable Borrower
pursuant to <U>Section 2.13(e)</U> prior to the time that any Revolving Lender
makes any payment pursuant to this paragraph (f); any such amounts received by
the Administrative Agent thereafter will be promptly remitted by the
Administrative Agent to the Revolving Lenders that shall have made such payments and to the applicable Issuing
Bank, as their interests may appear. If any Revolving Lender shall not have made
its Pro Rata Percentage under the applicable Subfacility or Subfacilities of
such LC Disbursement available to the Administrative Agent as provided above,
such Lender and the Relevant Borrower, as applicable, severally agree to pay
interest on such amount, for each day from and including the date such amount is
required to be paid in accordance with this paragraph (f) to but excluding the
date such amount is paid, to the Administrative Agent for the account of the
applicable Issuing Bank at (i) in the case of the Relevant Borrower, a rate per
annum equal to the interest rate applicable to Revolving Loans pursuant to
<U>Section 2.06(a)</U>, and (ii) in the case of such Lender, for the first such
day, the Federal Funds Rate (for Dollars), the Bank of Canada Overnight Rate
(for Canadian Dollars) or a rate determined by the Administrative Agent in
accordance with banking industry rules on interbank compensation (for other
Alternative Currencies), and for each day thereafter, the U.S. Base Rate (for LC
Disbursements under the U.S. Tranche A Subfacility denominated in Dollars), the
Canadian Base Rate (for LC Disbursements under the Canadian Subfacility
denominated in Dollars), the Canadian Prime Rate (for Canadian Dollars) or the
European Base Rate (for other Alternative Currencies). </P>
<P align=center>-98- </P>
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<P align=justify style="text-indent:5%">2.03.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  <U>Borrowing Procedure</U>. (I) To request a Revolving Borrowing under the U.S.
  Tranche A Subfacility, Canadian Subfacility or Dutch Subfacility, the Relevant
  Borrower shall notify the Administrative Agent of such request by telecopy or
  electronic transmission (i) in the case of a Borrowing of Eurocurrency Rate
  Loans, not later than 12:00 p.m., Local Time (or with respect to the Dutch
  Subfacility, 11:00 a.m., Local Time), three Business Days before the date of the
  proposed Borrowing, (ii) in the case of a Borrowing of U.S. Base Rate Loans
  (other than Swingline Loans), not later than 12:00 p.m., Local Time, on the
  Business Day of the proposed Borrowing, (iii) in the case of a Borrowing of B/A
  Equivalent Loans, not later than 11:00 a.m., Local Time, three Business Days
  before the date of the proposed Borrowing, (iv) in the case of a Borrowing of
  Canadian Base Rate Loans (other than Canadian Swingline Loans), not later than
  12:00 p.m., Local Time, on the Business Day of the proposed Borrowing, (v) in
  the case of a Borrowing of Canadian Prime Loans (other than Canadian Swingline
  Loans and Dutch Swingline Loans), not later than 12:00 p.m., Local Time, on the
  Business Day of the proposed Borrowing or (vi) in the case of a Borrowing of
  European Base Rate Loans (other than Dutch Swingline Loans), not later than
11:00 a.m., Local Time, on the day of the proposed Borrowing.</P>
<P align=justify style="text-indent:5%">(II)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Subject to satisfaction of each of the conditions set forth in Section 5 of the
Second Amendment, the <U><FONT color=#0000ff>Initial</FONT></U> U.S. Tranche B
Revolving Loans <U><FONT color=#0000ff>were funded on the Second Amendment
Effective Date.</FONT></U><U><FONT color=#0000ff> </FONT></U></P>
<P align=justify style="text-indent:5%"><U><FONT
color=#0000ff>(III)</FONT></U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U><FONT
color=#0000ff>Subject to satisfaction of each of the conditions set forth in
Section 6 of the Third Amendment, U.S. Tranche B Increased Revolving
Loans</FONT></U> shall be funded on the <STRIKE><FONT
color=#ff0000>Second</FONT></STRIKE><U><FONT color=#0000ff>Third</FONT></U>
Amendment Effective Date. To request a Borrowing under the U.S. Tranche B
<STRIKE><FONT color=#ff0000>Subfacility</FONT></STRIKE><U><FONT
color=#0000ff>Increased Revolving Commitments</FONT></U>, the U.S. Borrowers
shall notify the U.S. Administrative Agent of such request by telecopy or
electronic transmission (i) in the case of a Borrowing of Eurocurrency Rate
Loans, not later than 12:00 p.m., Local Time (or with respect to the Dutch
Subfacility, 11:00 a.m., Local Time), three Business Days before the
<STRIKE><FONT color=#ff0000>Second</FONT></STRIKE><U><FONT
color=#0000ff>Third</FONT></U> Amendment Effective Date, and (ii) in the case of
a Borrowing of U.S. Base Rate Loans, not later than 12:00 p.m., Local Time, on
the <STRIKE><FONT color=#ff0000>Second</FONT></STRIKE><U><FONT
color=#0000ff>Third</FONT></U> Amendment Effective Date. </P>
<P align=justify style="text-indent:5%">(III)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Each such written Notice of Borrowing shall specify the following information in
compliance with <U>Section 2.02</U>: </P>
<P align=justify style="margin-left:5%;text-indent:5%">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
the aggregate amount of such Borrowing (it being understood that <U><FONT
color=#0000ff>(x)</FONT></U> the <U><FONT color=#0000ff>Initial</FONT></U> U.S.
Tranche B Revolving Loans <STRIKE><FONT color=#ff0000>will
be</FONT></STRIKE><U><FONT color=#0000ff>were</FONT></U> fully funded on the
Second Amendment Effective Date<U><FONT color=#0000ff> and (y) the U.S. Tranche
B Increased Revolving Loans will be fully funded on the Third Amendment
Effective Date</FONT></U>); </P>
<P align=center>-99- </P>
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<P align=justify style="margin-left:5%;text-indent:5%">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;the
date of such Borrowing (which shall be <U><FONT color=#0000ff>(x)</FONT></U> the
Second <U><FONT color=#0000ff>Amendment Effective Date in the case of the
Initial U.S. Tranche B Revolving Loans and (y) the Third</FONT></U> Amendment
Effective Date in the case of the U.S. Tranche B <U><FONT
color=#0000ff>Increased</FONT></U> Revolving Loans), which shall be a Business
Day; </P>
<P align=justify style="margin-left:5%;text-indent:5%">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
whether such Borrowing is to be a Borrowing of U.S. Base Rate Loans, a Borrowing
of Eurocurrency Rate Loans, a Borrowing of Canadian Base Rate Loans, a Borrowing
of Canadian Prime Loans, a Borrowing of B/A Equivalent Loans or a Borrowing of
European Base Rate Loans; </P>
<P align=justify style="margin-left:5%;text-indent:5%">(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;in
the case of a Borrowing of Eurocurrency Rate Loans or B/A Equivalent Loans, the
initial Interest Period or Contract Period to be applicable thereto, which shall
be a period contemplated by the definition of the term &#147;Interest Period&#148; or
&#147;Contract Period,&#148; as applicable;</P>
<P align=justify style="margin-left:5%;text-indent:5%">(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;the
location and number of the account to which funds are to be disbursed; </P>
<P align=justify style="margin-left:5%;text-indent:5%">(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;the
Subfacility under which the Loans are to be borrowed; </P>
<P align=justify style="margin-left:5%;text-indent:5%">(g)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;the
currency of the Borrowing (which shall be U.S. Dollars in the case of the U.S.
Tranche B Revolving Loans); and </P>
<P align=justify style="margin-left:5%;text-indent:5%">(h)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;that
the conditions set forth in <U>Section 5</U> or <U>Section 6</U>, as applicable,
are satisfied or waived as of the date of the notice. </P>
<P align=justify style="text-indent:5%">(IV)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If
no election as to the Type of Borrowing is specified, then the requested
Borrowing shall be a Borrowing of U.S. Base Rate Loans for U.S. Borrowers, of
Canadian Prime Loans or Canadian Base Rate Loans, as applicable, for the
Canadian Borrowers, and of European Base Rate Loans for Dutch Borrowers. If no
Interest Period or Contract Period is specified with respect to any requested
Borrowing of Eurocurrency Rate Loans or B/A Equivalent Loans, then the Relevant
Borrower shall be deemed to have selected an Interest Period or Contract Period
of one month&#146;s duration. If no currency is specified, then the requested
Borrowing shall be made in Dollars for U.S. Borrowers, Canadian Dollars for the
Canadian Borrowers and Euro for Dutch Borrowers. Promptly following receipt of a
Notice of Borrowing in accordance with this <U>Section 2.03</U>, the
Administrative Agent shall advise each Lender of the details thereof and of the
amount of such Lender&#146;s Loan to be made as part of the requested Borrowing. </P>
<P align=justify style="text-indent:5%">2.04.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Evidence
of Debt; Repayment of Loans</U>. </P>
<P align=justify style="text-indent:5%">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(I)
Each U.S. Borrower, jointly and severally, hereby unconditionally promises to
pay (i) to the Administrative Agent for the account of each U.S. Tranche A
Revolving Lender, the then unpaid principal amount of each U.S. Tranche A
Revolving Loan of such U.S. Tranche A Revolving Lender and (ii) to each U.S.
Swingline Lender the then unpaid principal amount of each applicable Swingline
Loan, in each case, on the Maturity Date. Each Canadian Borrower jointly and
severally, hereby unconditionally promises to pay (i) to the Administrative
Agent for the account of each Canadian Revolving Lender, the then unpaid
principal amount of each Canadian Revolving Loan of such Canadian Revolving
Lender and (ii) to the Canadian Swingline Lender the then unpaid principal
amount of each applicable Canadian Swingline Loan, in each case, on the Maturity
Date. Each Dutch Borrower, jointly and severally, hereby unconditionally
promises to pay (i) to the Administrative Agent for the account of each Dutch
Revolving Lender, the then unpaid principal amount of each Dutch Revolving Loan
of such Dutch Revolving Lender, and (ii) to the Dutch Swingline Lender the then
unpaid principal amount of each applicable Dutch Swingline Loan, in each case,
on the Maturity Date. </P>
<P align=center>-100- </P>
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<P align=justify style="text-indent:5%">(II) Each U.S. Borrower, jointly
and severally, hereby unconditionally promises to pay to the U.S. Administrative
Agent for the ratable account of each U.S. Tranche B Revolving Lender, in
quarterly installments on the dates set forth below, or if any such date is not
a Business Day, on the immediately preceding Business Day, a principal amount in
respect of the U.S. Tranche B Revolving Loans equal to the amount set forth in
the below grid under the heading &#147;Quarterly Amortization Payment&#148; (ratably
reduced by the amount of any voluntary prepayments of the outstanding U.S.
Tranche B Revolving Loans consummated prior to any such date). For the avoidance
of doubt, any U.S. Tranche B Revolving Loans that are repaid may not be
reborrowed. </P>
<DIV align=center>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
borderColor=#000000 cellSpacing=0 cellPadding=3 width="50%" border=1>

  <TR vAlign=top>
    <TD noWrap align=left><U>Amortization Date</U> </TD>
    <TD noWrap align=left width="50%"><U>Quarterly Amortization</U>
      <BR><U>Payment</U> </TD></TR>
  <TR vAlign=top>
    <TD align=left>March 31, 2019 </TD>
    <TD align=left width="50%">$<STRIKE><FONT
      color=#ff0000>2,500,000.00</FONT></STRIKE><U><FONT
      color=#0000ff>3,333,333.33</FONT></U> </TD></TR>
  <TR vAlign=top>
    <TD align=left>June 30, 2019 </TD>
    <TD align=left width="50%">$<STRIKE><FONT
      color=#ff0000>2,500,000.00</FONT></STRIKE><U><FONT
      color=#0000ff>3,333,333.33</FONT></U> </TD></TR>
  <TR vAlign=top>
    <TD align=left>September 30, 2019 </TD>
    <TD align=left width="50%">$<STRIKE><FONT
      color=#ff0000>2,500,000.00</FONT></STRIKE><U><FONT
      color=#0000ff>3,333,333.33</FONT></U> </TD></TR>
  <TR vAlign=top>
    <TD align=left>December 31, 2019 </TD>
    <TD align=left width="50%">$<STRIKE><FONT
      color=#ff0000>2,500,000.00</FONT></STRIKE><U><FONT
      color=#0000ff>3,333,333.33</FONT></U> </TD></TR>
  <TR vAlign=top>
    <TD align=left>March 31, 2020 </TD>
    <TD align=left width="50%">$<STRIKE><FONT
      color=#ff0000>2,500,000.00</FONT></STRIKE><U><FONT
      color=#0000ff>3,333,333.33</FONT></U> </TD></TR>
  <TR vAlign=top>
    <TD align=left>June 30, 2020 </TD>
    <TD align=left width="50%">$<STRIKE><FONT
      color=#ff0000>2,500,000.00</FONT></STRIKE><U><FONT
      color=#0000ff>3,333,333.35</FONT></U> </TD></TR></TABLE></DIV>
<P align=justify style="text-indent:5%">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Each Lender shall maintain in accordance with its usual practice an account or
accounts evidencing the indebtedness of the Borrowers to such Lender resulting
from each Loan made by such Lender from time to time, including the amounts of
principal and interest payable and paid to such Lender from time to time under
this Agreement. The Company shall be entitled to review records of such accounts
with prior reasonable notice during normal business hours. </P>
<P align=justify style="text-indent:5%">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Administrative Agent shall maintain accounts in which it will record (i) the
amount of each Loan made hereunder, the Type thereof, the currency thereof and
the Interest Period or Contract Period applicable thereto; (ii) the amount of
any principal or interest due and payable or to become due and payable from the
Borrowers to each Lender hereunder; and (iii) the amount of any sum received by
the Administrative Agent hereunder for the account of the Lenders and each
Lender&#146;s share thereof. The Company shall be entitled to review records of such
accounts with prior reasonable notice during normal business hours. </P>
<P align=justify style="text-indent:5%">(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
entries made in the accounts maintained pursuant to paragraphs (b) and (c) above
shall be <I>prima facie</I> evidence of the existence and amounts of the
obligations therein recorded absent manifest error; <U>provided</U> that the
failure of any Lender or the Administrative Agent to maintain such accounts or
any error therein shall not in any manner affect the obligations of the
Borrowers to repay the Loans in accordance with their terms. </P>
<P align=justify style="text-indent:5%">(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Any Lender may request that Loans made by it be evidenced by a promissory note.
In such event, the Relevant Borrowers shall promptly prepare, execute and
deliver to such Lender a promissory note payable to such Lender (or, if
requested by such Lender, to such Lender and its registered assigns)
substantially in the form of <U>Exhibit B-1</U>, <U>Exhibit B-2</U>, <U>Exhibit
B-3,</U> <U>Exhibit B-4</U>, <U>Exhibit</U> <U>B-5,</U> <U>Exhibit B-6</U> or
<U>Exhibit B-7</U> as applicable. </P>
<P align=justify style="text-indent:5%">2.05.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Fees</U>. </P>
<P align=justify style="text-indent:5%">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Ex-FILO Unused Line Fee</U>. With respect to each Ex-FILO Subfacility, the
Borrowers thereunder shall, jointly and severally, pay to the applicable
Administrative Agent, for the account of the Ex-FILO Revolving Lenders (other
than any Defaulting Lender) under such Ex-FILO Subfacility, a fee in Dollars
equal to the then applicable Ex-FILO Unused Line Fee Rate multiplied by the
average daily amount by which the Ex-FILO Revolving Commitments (other than
Ex-FILO Revolving Commitments of a Defaulting Lender) under such Ex-FILO
Subfacility exceed such Ex-FILO Revolving Lender&#146;s Pro Rata Percentage under the
applicable Ex-FILO Subfacility of the sum of (i) the aggregate principal amount
of Ex-FILO Revolving Loans (other than Swingline Loans) then outstanding under
such Ex-FILO Subfacility and (ii) the aggregate Stated Amount of outstanding
Letters of Credit available to be drawn under such Ex-FILO Subfacility during
any fiscal quarter (such fee, the &#147;Ex-FILO Unused Line Fee&#148;). With respect to
the Ex-FILO Unused Line Fee for each Ex-FILO Subfacility, such fee shall accrue
commencing on the first day following the Closing Date until the last day of the
Revolving Availability Period, and will be payable in arrears on each Adjustment
Date and on the Maturity Date, commencing April 1, 2016. The Ex-FILO Unused Line
Fee shall be computed on the basis of a year of 360 days and shall be payable
for the actual number of days elapsed.</P>
<P align=center>-101- </P>
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<P align=justify style="text-indent:5%">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Administrative
  Agent Fees</U>. The Borrowers, jointly and severally, agree to pay to the
  Administrative Agent, for its own account, the fees payable in the amounts and
  at the times separately agreed upon between the Company and the Administrative
Agent. </P>
<P align=justify style="text-indent:5%">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>LC
and Fronting Fees</U>. The Borrowers, jointly and severally, agree to pay (i) to
the Administrative Agent for the account of each applicable Revolving Lender a
participation fee (the &#147;<U>LC Participation Fee</U>&#148;) in the applicable
currencies of such Revolving Lender&#146;s LC Exposure, which fee shall accrue at a
rate equal to the Applicable Margin from time to time used to determine the
interest rate on Eurocurrency Rate Loans pursuant to <U>Section 2.06</U>, on the
average daily amount of such Lender&#146;s LC Exposure (excluding any portion thereof
attributable to unreimbursed LC Disbursements) during the period from and
including the Closing Date to but excluding the later of the date on which such
Lender&#146;s Ex-FILO Revolving Commitment terminates and the date on which such
Lender ceases to have any LC Exposure and (ii) to each Issuing Bank a fronting
fee (&#147;<U>Fronting Fee</U>&#148;) in the applicable currencies of such Issuing Bank&#146;s
LC Exposure, which shall accrue at the rate of 0.125% per annum (or such other
amount as the Issuing Bank and the Relevant Borrower may agree) on the
outstanding daily amount of the LC Exposure (excluding any portion thereof
attributable to unreimbursed LC Disbursements) during the period from and
including the Closing Date to but excluding the later of the date of termination
of the Ex-FILO Revolving Commitments and the date on which there ceases to be
any LC Exposure, as well as each Issuing Bank&#146;s standard and reasonable fees
with respect to the issuance, amendment, renewal or extension of any Letter of
Credit or processing of drawings thereunder as agreed among the Relevant
Borrower and such Issuing Bank from time to time. LC Participation Fees and
Fronting Fees accrued through and including the last day of March, June,
September and December of each year shall be payable on each Adjustment Date and
on the Maturity Date, commencing with April 1, 2016; <U>provided</U> that all
such fees shall be payable on the date on which the Revolving Commitments
terminate (other than the U.S. Tranche B Revolving Commitments) and any such
fees accruing after the date on which the Ex-FILO Revolving Commitments
terminate shall be payable on demand (including documentation reasonably
supporting such request). Any other fees payable to the Issuing Banks pursuant
to this paragraph shall be payable on demand (together with backup documentation
supporting such reimbursement request). All LC Participation Fees and Fronting
Fees shall be computed on the basis of a year of 360 days (or 365 days, in the
case of such fees payable in respect of Letters of Credit denominated in
Canadian Dollars outstanding under the Canadian Subfacility) and shall be
payable for the actual number of days elapsed. </P>
<P align=justify style="text-indent:5%">(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Subject to <U>Section 2.10(a)</U>, all fees shall be paid on the dates due, in
immediately available funds, to the Administrative Agent for distribution, if
and as appropriate, among the applicable Lenders (other than Defaulting
Lenders), except that the Fronting Fees shall be paid directly to each Issuing
Bank. Once paid, none of the fees shall be refundable under any circumstances.
</P>
<P align=center>-102- </P>
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<P align=justify style="text-indent:5%">2.06.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Interest
on Loans</U>. </P>
<P align=justify style="text-indent:5%">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Subject
to the provisions of <U>Section 2.06(g)</U>, the Loans comprising each Borrowing
of U.S. Base Rate Loans, including each U.S. Swingline Loan, shall bear interest
at a rate per annum equal to the U.S. Base Rate <U>plus</U> the Applicable
Margin in effect from time to time. </P>
<P align=justify style="text-indent:5%">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Subject to the provisions of <U>Section 2.06(g)</U>, the Loans comprising each
Borrowing of Eurocurrency Rate Loans shall bear interest at a rate per annum
equal to the Eurocurrency Rate for the Interest Period in effect for such
Borrowing <U>plus</U> the Applicable Margin in effect from time to time. </P>
<P align=justify style="text-indent:5%">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Subject to the provisions of <U>Section 2.06(g)</U>, the Loans comprising each
Borrowing of Canadian Base Rate Loans, including each Canadian Swingline Loan
denominated in Dollars, shall bear interest at a rate per annum equal to the
Canadian Base Rate <U>plus</U> the Applicable Margin in effect from time to
time. </P>
<P align=justify style="text-indent:5%">(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Subject
to the provisions of <U>Section 2.06(g)</U>, the Loans comprising each Borrowing
of Canadian Prime Loans, including each Swingline Loan denominated in Canadian
Dollars shall bear interest at a rate per annum equal to the Canadian Prime Rate
<U>plus</U> the Applicable Margin in effect from time to time. </P>
<P align=justify style="text-indent:5%">(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Subject
to the provisions of <U>Section 2.06(g)</U>, the Loans comprising each Borrowing
of B/A Equivalent Loans shall bear interest at a rate per annum equal to the
Canadian B/A Rate for the Contract Period in effect for such Borrowing
<U>plus</U> the Applicable Margin in effect from time to time. </P>
<P align=justify style="text-indent:5%">(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Subject
to the provisions of <U>Section 2.06(g)</U>, the Loans comprising each Borrowing
of European Base Rate Loans, including each Dutch Swingline Loan denominated in
Dollars, Sterling, Swiss Francs or Euros, shall bear interest at a rate per
annum equal to the European Base Rate <U>plus</U> the Applicable Margin in
effect from time to time. </P>
<P align=justify style="text-indent:5%">(g)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Notwithstanding the foregoing, if an Event of Default under <U>Section 10.01</U>
or <U>Section 10.05</U> shall have occurred and is continuing and any principal
of or interest on any Loan or any fees or other amount payable by the Borrowers
hereunder is not paid when due, whether at stated maturity, upon acceleration or
otherwise, such overdue amount shall bear interest, after as well as before
judgment, at a rate per annum equal to (i) in the case of overdue principal of,
or interest on, any Loan, 2.00% <U>plus</U> the rate otherwise applicable to
such Loan or (ii) in the case of any other amount, 2.00% plus the rate
applicable to U.S. Base Rate Loans. </P>
<P align=justify style="text-indent:5%">(h)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Accrued
interest on (w) each Base Rate Loan (other than a U.S. Tranche B <U><FONT
color=#0000ff>Revolving</FONT></U> Loan) and Canadian Prime Loan shall be
payable in arrears on each Adjustment Date and on the Maturity Date, (x) each
U.S. Tranche B <U><FONT color=#0000ff>Revolving</FONT></U> Loan that is a Base
Rate Loans shall be payable in arrears on each Adjustment Date and on the U.S.
Tranche B Maturity Date , (y) each Eurocurrency Rate Loan (other than a U.S.
Tranche B <U><FONT color=#0000ff>Revolving</FONT></U> Loan) and B/A Equivalent
Loan shall be payable on the last day of each Interest Period or Contract
Period, as applicable, and on the Maturity Date and (z) each U.S. Tranche B
<U><FONT color=#0000ff>Revolving</FONT></U> Loan that is a Eurocurrency Rate
Loan shall be payable on the last day of each Interest Period or Contract
Period, as applicable, and on the U.S. Tranche B Maturity Date; <U>provided</U>
that, if any Interest Period or Contract Period, as applicable, exceeds three
months, accrued interest shall be payable on the respective dates that fall
every three months after the beginning of such Interest Period or Contract
Period, and, (x) in the case of Ex-FILO Revolving Loans, shall be payable on the
last day of the Revolving Availability Period or (y) in the case of U.S. Tranche
B Revolving Loans, shall be payable on the U.S. Tranche B Maturity Date;
<U>provided</U> that (i) interest accrued pursuant to clause (g) of this
<U>Section 2.06</U> shall be payable on demand and, absent demand, on each
Adjustment Date and upon termination of the Revolving Commitments, (ii) in the event of any repayment
or prepayment of any Loan (other than a prepayment of a Base Rate Loan or
Canadian Prime Loan prior to the end of the Revolving Availability Period or
U.S. Tranche B Maturity Date, as applicable), accrued interest on the principal
amount repaid or prepaid shall be payable on the date of such repayment or
prepayment and (iii) in the event of any conversion of any Eurocurrency Rate
Loan or B/A Equivalent Loan prior to the end of the current Interest Period or
Contract Period, as applicable, therefor, accrued interest on such Loan shall be
payable on the effective date of such conversion. </P>
<P align=center>-103- </P>
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<P align=justify style="text-indent:5%">(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  All interest and fees hereunder shall be computed on the basis of a year of 360
  days, except that interest computed by reference to the Canadian Prime Rate,
  Canadian Base Rate, European Base Rate Loans denominated in Pounds Sterling or
  Eurocurrency Rate Loans denominated in Pounds Sterling shall be computed on the
  basis of a year of 365 days, and in each case shall be payable for the actual
number of days elapsed. </P>
<P align=justify style="text-indent:5%">(j)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For
purposes of the <I>Interest Act</I> (Canada), (i) whenever any interest or fee
under this Agreement is calculated using a rate based on a year of 360 days or
any other period of time that is less than a calendar year, the rate determined
pursuant to such calculation, when expressed as an annual rate, is equivalent to
(x) the applicable rate based on a year of 360 days or any other period, (y)
multiplied by the actual number of days in the calendar year in which the period
for which such interest is payable (or compounded) ends and (z) divided by 360,
or such other period of time that is less than the calendar year, (ii) the
principle of deemed reinvestment of interest does not apply to any interest
calculation under this Agreement and (iii) the rates of interest stipulated in
this Agreement are intended to be nominal rates and not effective rates or
yields. </P>
<P align=justify style="text-indent:5%">(k)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding
anything to the contrary contained in this Agreement or in any other Credit
Document, solely to the extent that a court of competent jurisdiction finally
determines that the calculation or determination of interest or any fee payable
by the Canadian Borrowers in respect of the Obligations of the Canadian
Borrowers pursuant to this Agreement and the other Credit Documents shall be
governed by or subject to the Requirements of Law of any jurisdiction of Canada
or the federal Requirements of Law of Canada, in no event shall the aggregate
&#147;interest&#148; (as defined in Section 347 of the Criminal Code, R.S.C. 1985, c.
C-46, as the same shall be amended, replaced or re-enacted from time to time)
payable by the Canadian Credit Parties to the Administrative Agent or any Lender
under this Agreement or any other Credit Document exceed the effective annual
rate of interest on the &#147;credit advanced&#148; (as defined in that section) under
this Agreement or such other Credit Document lawfully permitted under that
section and, if any payment, collection or demand pursuant to this Agreement or
any other Credit Document in respect of &#147;interest&#148; (as defined in that section)
is determined to be contrary to the provisions of that section, such payment,
collection or demand shall be deemed to have been made by mutual mistake of the
Administrative Agent, the applicable Lenders and the Canadian Credit Parties and
the amount of such payment or collection shall be refunded by the Administrative
Agent and such Lenders to the Canadian Borrowers. For the purposes of this
Agreement and each other Credit Document to which any Canadian Borrowers are a
party, the effective annual rate of interest payable by the Canadian Borrowers
shall be determined in accordance with generally accepted actuarial practices
and principles over the term of the Loans on the basis of annual compounding for
the lawfully permitted rate of interest and, in the event of dispute, a
certificate of a Fellow of the Canadian Institute of Actuaries appointed by and
for the account of the Canadian Borrowers will be conclusive for the purpose of
such determination in the absence of evidence to the contrary. </P>
<P align=justify style="text-indent:5%">2.07.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Termination
and Reduction of Commitments</U>. </P>
<P align=justify style="text-indent:5%">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Except as otherwise provided in <U>Section 2.19</U>, <U><FONT
color=#0000ff>(x)</FONT></U> the Canadian Revolving Commitments, the Dutch
Revolving Commitments, the U.S. Tranche A Revolving Commitments, the Swingline
Commitment, and the LC Commitment shall automatically terminate
on the Maturity Date, <STRIKE><font color=#ff0000>and</font></STRIKE><U><font
color=#0000ff>(y) the Initial U.S. Tranche B Revolving Commitments were
terminated and automatically and permanently reduced to $0 upon the making of
Initial U.S. Tranche B Revolving Loans on the Second Amendment Effective Date
pursuant to Section 2.01(iv)(x) and (z)</font></U> the U.S. Tranche B <U><font
color=#0000ff>Increased</font></U> Revolving Commitments shall terminate and be
automatically and permanently reduced to $0 upon the making of the U.S. Tranche
B <U><font color=#0000ff>Increased</font></U> Revolving Loans on the <STRIKE><font color=#ff0000>Second</font></STRIKE><U><font
color=#0000ff>Third</font></U> Amendment Effective Date pursuant to Section
2.01(iv) <U><font color=#0000ff>(y)</font></U>.</P>
<P align=center>-104- </P>
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<P align=justify style="text-indent:5%">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  The Company may at any time terminate, or from time to time reduce, the Ex-FILO
  Revolving Commitments under any Ex-FILO Subfacility; <U>provided</U> that (i)
  any such reduction shall be in an amount that is an integral multiple of the
  Borrowing Multiple, (ii) the Ex-FILO Revolving Commitments under any Ex-FILO
  Subfacility shall not be terminated or reduced if, after giving effect to any
  concurrent prepayment of the Loans under such Ex-FILO Subfacility in accordance
  with <U>Section 2.09</U>, the Ex-FILO Revolving Exposures under such Ex-FILO
  Subfacility would exceed the Commitments under such Ex-FILO Subfacility, and
(iii) the North American Minimum Requirement shall be met. </P>
<P align=justify style="text-indent:5%">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
the event that the Dutch Parent Borrower consolidates, amalgamates, merges with
or into or winds up into, or sells, assigns, transfers, leases, conveys or
otherwise disposes of all or substantially all of its properties or assets, in
one or more related transactions, to any Person other than in accordance with
clauses (i) through (v) of Section 9.11(b) (such transactions, the &#147;<U>Dutch
Parent Borrower Disposition</U>&#148;), all of the Revolving Commitments under the
Dutch Subfacility shall be terminated. </P>
<P align=justify style="text-indent:5%">(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Company shall notify the Administrative Agent of any election to terminate or
reduce any Class of Ex-FILO Revolving Commitments under any Ex-FILO Subfacility
under paragraph (b) or (c) of this <U>Section 2.07</U> at least two Business
Days prior to the effective date of such termination or reduction, specifying
such election and the effective date thereof; it being understood that in the
case of a Dutch Parent Borrower Disposition, the effective date of the
termination of Revolving Commitments under the Dutch Subfacility shall be on or
prior to the date the Dutch Parent Borrower Disposition is consummated. Promptly
following receipt of any notice, the Administrative Agent shall advise the
Lenders of the contents thereof. Any effectuated termination or reduction of the
Commitments shall be permanent. Each termination or reduction of the Commitments
shall be made among the Lenders based on each Lender&#146;s Pro Rata Percentage under
the applicable Subfacility or Subfacilities within any Class of the Commitments;
<U>provided</U> that, notwithstanding the foregoing, (1) the Company may
allocate any termination or reduction of Commitments among Classes of
Commitments at its direction, (2) the Company may allocate any termination or
reduction of Commitments among Revolving Commitments and Extended Revolving
Commitments at its direction (including, for the avoidance of doubt, to the
Commitments with respect of any Class of Extended Revolving Commitments without
any termination or reduction of the remaining Commitments with respect to the
Existing Revolving Loan Commitments from which such Extended Revolving
Commitments were converted or extended) and (3) in connection with the
establishment on any date of any Extended Revolving Commitments pursuant to
<U>Section 2.19</U>, the Existing Revolving Loan Commitments of any one or more
Lenders providing any such Extended Revolving Commitments on such date shall be
reduced in an amount equal to the amount of Existing Revolving Loan Commitments
so extended on such date (or, if agreed by the Company and the Lenders providing
such Extended Revolving Commitments, by any greater amount so long as (A) a
proportionate reduction of the Existing Revolving Loan Commitments has been
offered to each Lender to whom the applicable Extension Request has been made
(which may be conditioned upon such Lender becoming an Extending Lender), and
(B) the Company prepays the Existing Revolving Loans of such Class of Existing
Revolving Loan Commitments owed to such Lenders providing such Extended
Revolving Commitments to the extent necessary to ensure that, after giving pro
forma effect to such repayment or reduction, the Existing Revolving Loans of
such Class are held by the Lenders of such Class on a pro rata basis in accordance with their Existing Revolving Loan Commitments of
such Class after giving pro forma effect to such reduction) (provided that (x)
after giving pro forma effect to any such reduction and to the repayment of any
Loans made on such date, the aggregate amount of the revolving credit exposure
of any such Lender does not exceed the Existing Revolving Loan Commitment
thereof (such revolving credit exposure and Existing Revolving Loan Commitment
being determined in each case, for the avoidance of doubt, exclusive of such
Lender&#146;s Extended Revolving Commitment and any exposure in respect thereof) and
(y) for the avoidance of doubt, any such repayment of Loans contemplated by the
preceding clause shall be made in compliance with the requirements of <U>Section
2.10(a)</U> with respect to the ratable allocation of payments hereunder, with
such allocation being determined after giving pro forma effect to any conversion
or exchange pursuant to <U>Section 2.19</U> of Existing Revolving Loan
Commitments and Existing Revolving Loans into Extended Revolving Commitments and
Extended Revolving Loans respectively, and prior to any reduction being made to
the Commitment of any other Lender). </P>
<P align=center>-105- </P>
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<P align=justify style="text-indent:5%">2.08.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Interest
Elections</U>. </P>
<P align=justify style="text-indent:5%">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Each Revolving Borrowing initially shall be of the Type specified in the
applicable Notice of Borrowing and, in the case of a Borrowing of Eurocurrency
Rate Loans or B/A Equivalent Loans, shall have an initial Interest Period or
Contract Period as specified in such Notice of Borrowing. Thereafter, the
Relevant Borrower may elect to convert such Borrowing, with respect to the
applicable Subfacility, as applicable, to a different Type or to continue such
Borrowing and, in the case of a Borrowing of Eurocurrency Rate Loans or B/A
Equivalent Loans, may elect Interest Periods or Contract Periods, as applicable,
therefor, all as provided in this <U>Section 2.08</U>. The Relevant Borrower may
elect different options with respect to different portions of the affected
Borrowing, in which case each such portion shall be allocated ratably among the
Lenders holding the Loans comprising such Borrowing, and the Loans comprising
each such portion shall be considered a separate Borrowing. Notwithstanding
anything to the contrary, the Borrowers shall not be entitled to request any
conversion or continuation that, if made, would result in more than twenty
Borrowings of Eurocurrency Rate Loans or ten Borrowings of B/A Equivalent Loans,
outstanding hereunder at any one time (which number of Borrowings of
Eurocurrency Rate Loans and/or B/A Equivalent Loans may be increased or adjusted
by agreement between the Company and the Administrative Agent in connection with
any Revolving Commitment Increase or Extended Revolving Loans/Extended Revolving
Commitments). This <U>Section 2.08</U> shall not apply to Swingline Loans, which
may not be converted or continued. </P>
<P align=justify style="text-indent:5%">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
To make an election pursuant to this <U>Section 2.08</U>, the Relevant Borrower
shall notify the Administrative Agent of such election by electronic
transmission by the time that a Notice of Borrowing would be required under
<U>Section 2.03</U> if such Borrower was requesting a Revolving Borrowing of the
Type resulting from such election to be made on the effective date of such
election. Each such Notice of Conversion/Continuation shall be substantially in
the form of <U>Exhibit A-2</U>, unless otherwise agreed to by the Administrative
Agent and the relevant Borrower. Whenever a Canadian Borrower desires to convert
or continue any Canadian Prime Loans as B/A Equivalent Loans, such Canadian
Borrower shall give the Administrative Agent a Notice of
Conversion/Continuation, no later than 1:00 p.m. (Local Time) at least three
Business Days before the requested conversion or continuation date. Promptly
after receiving any such notice, the Administrative Agent shall notify each
Lender thereof. Each Notice of Conversion/Continuation shall specify the amount
of Canadian Prime Loans to be converted or continued, the conversion or
continuation date (which shall be a Business Day), and the duration of the
Contract Period (which shall be deemed to be one month if not specified).<SUP>
</SUP></P>
<P align=justify style="text-indent:5%">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each
written Notice of Conversion/Continuation shall specify the following
information in compliance with <U>Section 2.02</U>: </P>
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<P align=justify style="margin-left:5%;text-indent:5%">(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;the
Borrowing to which such Notice of Conversion/Continuation applies and, if
different options are being elected with respect to different portions thereof,
the portions thereof to be allocated to each resulting Borrowing (in which case
the information to be specified pursuant to clauses (iii) and (iv) below shall
be specified for each resulting Borrowing); </P>
<P align=justify style="margin-left:5%;text-indent:5%">(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;the
effective date of the election made pursuant to such Notice of
Conversion/Continuation, which shall be a Business Day; </P>
<P align=justify style="margin-left:5%;text-indent:5%">(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
whether the resulting Borrowing is to be a Borrowing of U.S. Base Rate Loans, a
Borrowing of Eurocurrency Rate Loans, a Borrowing of Canadian Base Rate Loans, a
Borrowing of European Base Rate Loans, a Borrowing of Canadian Prime Loans or a
Borrowing of B/A Equivalent Loans; </P>
<P align=justify style="margin-left:5%;text-indent:5%">(iv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;the
currency of the resulting Borrowing; and </P>
<P align=justify style="margin-left:5%;text-indent:5%">(v)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;if
the resulting Borrowing is a Borrowing of Eurocurrency Rate Loans or B/A
Equivalent Loans, the Interest Period or Contract Period, as applicable, to be
applicable thereto after giving effect to such election, which shall be a period
contemplated by the definition of the term &#147;Interest Period&#148; or &#147;Contract
Period,&#148; as applicable. </P>
<P align=justify style="text-indent:5%">If any such Notice of
Conversion/Continuation requests a Borrowing of Eurocurrency Rate Loans or B/A
Equivalent Loans but does not specify an Interest Period or Contract Period,
then the Relevant Borrower shall be deemed to have selected an Interest Period
or Contract Period of one month&#146;s duration. No Borrowing may be converted into
or continued as a Borrowing denominated in a different currency, but instead
must be prepaid in the original currency of such Borrowing and reborrowed in the
other currency. </P>
<P align=justify style="text-indent:5%">(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Promptly
following receipt of a Notice of Conversion/Continuation, the Administrative
Agent shall advise each Lender of the details thereof and of such Lender&#146;s
portion of each resulting Borrowing. </P>
<P align=justify style="text-indent:5%">(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
If a Notice of Conversion/Continuation with respect to a Borrowing of
Eurocurrency Rate Loans denominated in Dollars is not timely delivered prior to
the end of the Interest Period applicable thereto, then, unless such Borrowing
is repaid as provided herein, at the end of such Interest Period such Borrowing
shall be converted to a Borrowing of the applicable Base Rate Loans. If a Notice
of Conversion/Continuation with respect to a Borrowing of B/A Equivalent Loans
is not timely delivered prior to the end of the Contract Period applicable
thereto, then, unless such Borrowing is repaid as provided herein, at the end of
such Contract Period such Borrowing shall be converted to a Borrowing of
Canadian Prime Loans. Notwithstanding any contrary provision hereof, if an Event
of Default has occurred and is continuing and the Administrative Agent, at the
request of the Required Lenders, so notifies the Company, then, after the
occurrence and during the continuance of such Event of Default (i) no
outstanding Borrowing may be converted to or continued as a Borrowing of
Eurocurrency Rate Loans or B/A Equivalent Loans and (ii) unless repaid, each
Borrowing of Eurocurrency Rate Loans and B/A Equivalent Loans shall be converted
to a Borrowing of the applicable Base Rate Loans or Canadian Prime Loans,
respectively, at the end of the Interest Period or Contract Period applicable
thereto. </P>
<P align=justify style="text-indent:5%">2.09.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Optional
and Mandatory Prepayments of Loans</U>. </P>
<P align=justify style="text-indent:5%">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Optional
Prepayments</U>. Any Borrower shall have the right, at any time and from time to
time to prepay, without premium or penalty, any Borrowing under any Subfacility,
in whole or in part, subject to the requirements of this <U>Section 2.09</U>;
<U>provided</U> that (i) each partial prepayment shall be in an amount that is an integral multiple of the Borrowing Multiple
and (ii) no Borrower may optionally prepay any U.S. Tranche B Revolving
Borrowing pursuant to this Section 2.09(a) at any time prior to the first
anniversary of the Second Amendment Effective Date and thereafter, the Company
may optionally prepay any U.S. Tranche B Revolving Borrowing <U><font
color=#0000ff>(including, for the avoidance of doubt, any Initial U.S.
Tranche</font></U> <U><font color=#0000ff>B Revolving Loans and any U.S. Tranche
B Increased Revolving Loans)</font></U> at any time so long as the FILO
Prepayment Conditions are satisfied as of the date of such optional prepayment
of U.S. Tranche B Revolving Borrowings. U.S. Tranche B Revolving Borrowings that
are optionally prepaid may not be reborrowed.</P>
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<P align=justify style="text-indent:5%">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Mandatory
Prepayments</U>. </P>
<P align=justify style="text-indent:5%">(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
In the event of the termination of all the Revolving Commitments under any
Ex-FILO Subfacility, the Borrowers shall, on the date of such termination, repay
or prepay all the outstanding EX-FILO Revolving Borrowings and all outstanding
Swingline Loans and Cash Collateralize or backstop on terms reasonably
satisfactory to each applicable Issuing Bank the LC Exposure in accordance with
<U>Section 2.13(j)</U>, in each case, in respect of such Ex-FILO Subfacility. In
the event of a Dutch Parent Borrower Disposition (i) all Loans (including
Swingline Loans) outstanding under the Dutch Subfacility immediately prior to
the date of such Dutch Parent Borrower Disposition shall be prepaid and (ii) the
Dutch LC Exposure under the Dutch Subfacility shall be Cash Collateralized or
backstopped on terms reasonably satisfactory to each applicable Dutch Issuing
Bank in accordance with <U>Section 2.13(j)</U>. </P>
<P align=justify style="text-indent:5%">(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(I)
In the event of any partial reduction of the Ex-FILO Revolving Commitments under
any Ex- FILO Subfacility, then (A) at or prior to the effective date of such
reduction, the Administrative Agent shall notify the Company and the Ex-FILO
Revolving Lenders of the Ex-FILO Revolving Exposures under the applicable
Subfacility or Subfacilities after giving effect thereto and (B) except as
permitted by Section 2.17 or Section 2.18, if the Ex-FILO Revolving Exposures
under such Subfacility or Subfacilities exceed the applicable Line Cap then in
effect, after giving effect to such reduction, then the Borrowers shall, on the
date of such reduction, <I>first</I>, repay or prepay Swingline Loans (if any),
<I>second</I>, repay or prepay Revolving Borrowings and <I>third</I>, replace or
Cash Collateralize outstanding Letters of Credit (if any) in accordance with the
procedures set forth in <U>Section 2.13(j)</U>, in each case, under the
applicable Subfacility or Subfacilities, in an amount sufficient to eliminate
such excess.</P>
<P align=justify style="text-indent:10%">(II)If the U.S. Tranche B
Revolving Loans under the U.S. Tranche B Subfacility exceed the U.S. Tranche B
Line Cap then in effect, <STRIKE><FONT color=#ff0000>then </FONT></STRIKE>then
the Administrative Agent shall be entitled to establish a Reserve with respect
to the U.S. Tranche A Borrowing Base in an amount equal to the FILO Reserve
Shortfall in accordance with the last sentence of the definition of &#147;Reserve&#148;.
</P>
<P align=justify style="text-indent:5%">(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Except as permitted by Section 2.17 or Section 2.18, on each date required
pursuant to <U>Section 1.06(a)</U>, the Borrowers shall apply an amount equal to
such excess in respect of the Ex-FILO Subfacilities to prepay the Ex-FILO
Revolving Loans and any interest accrued thereon, <I>first</I>, repay or prepay
Swingline Loans, <I>second</I>, repay or prepay Revolving Borrowings under the
Ex-FILO Subfacilities, and <I>third</I>, replace or Cash Collateralize
outstanding Letters of Credit in accordance with the procedures set forth in
<U>Section 2.13(j)</U>, in each case, under the applicable Ex-FILO Subfacility
or Ex-FILO Subfacilities, in an amount required pursuant to <U>Section
1.06(a)</U> to eliminate such excess. </P>
<P align=justify style="text-indent:5%">(iv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;[Reserved].
</P>
<P align=justify style="text-indent:5%">(v)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
the event that the aggregate LC Exposure under any Ex-FILO Subfacility exceeds
the LC Commitment then in effect under such Ex-FILO Subfacility, the applicable
Borrowers shall, without notice or demand, immediately replace or Cash
Collateralize Letters of Credit outstanding under such Ex-FILO Subfacility in accordance with the procedures set forth in
<U>Section 2.13(j)</U>, in an amount sufficient to eliminate such excess. </P>
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<P align=justify style="text-indent:5%">(vi)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;At
  all times after the occurrence and during the continuance of a Cash Dominion
  Period, on each Business Day, the Administrative Agent shall apply all same day
  funds credited to the Dominion Accounts as follows: <I>first</I>, to fees and
  reimbursable expenses of the Administrative Agent then due and payable pursuant
  to the Credit Documents; <I>second</I>, to interest then due and payable on the
  Borrowers&#146; Swingline Loans; <I>third</I>, to the principal balance of the
  Swingline Loan outstanding until the same has been prepaid in full;
  <I>fourth</I>, to interest then due and payable on the Ex-FILO Revolving Loans
  and other amounts due and payable pursuant to <U>Sections 3.02</U> and
  <U>4.01</U>; <I>fifth</I>, to the principal balance of the Ex-FILO Revolving
  Loans until the same have been prepaid in full; <I>sixth</I>, to Cash
  Collateralize all LC Exposure plus any accrued and unpaid interest thereon (to
  be held and applied in accordance with <U>Section 2.13(j)</U> hereof);
  <I>seventh,</I> to interest then due and payable on the U.S. Tranche B Revolving
  Loans and other amounts due and payable pursuant to <U>Sections 3.02</U> and
  <U>4.01</U>; <I>eighth</I><U> </U>to the principal balance of the U<STRIKE><FONT
color=#ff0000>S</FONT></STRIKE><U><FONT color=#0000ff>.S</FONT></U>. Tranche B
  Revolving Loans until the same have been prepaid in full;<I> ninth</I> returned
  to the Relevant Borrower or to such party as otherwise required by applicable
Requirements of Law. </P>
<P align=justify style="text-indent:5%">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Application of Prepayments</U>. </P>
<P align=justify style="text-indent:5%">(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Prior to any optional or mandatory prepayment of Borrowings hereunder, the
Relevant Borrower shall select the Borrowing or Borrowings under the applicable
Subfacility or Subfacilities to be prepaid and shall specify such selection in
the notice of such prepayment pursuant to this paragraph (i) of <U>Section
2.09(c)</U>. </P>
<P align=justify style="text-indent:5%">(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
With regard to mandatory prepayments, amounts to be applied pursuant to this
<U>Section 2.09</U> to the prepayment of Revolving Loans under the applicable
Subfacility or Subfacilities shall be applied, as applicable, first to reduce
outstanding Base Rate Loans and Canadian Prime Loans, if and as applicable, and
any amounts remaining after each such application shall be applied to prepay
Eurocurrency Rate Loans and B/A Equivalent Loans, if and as applicable.
Notwithstanding the foregoing, if the amount of any prepayment of Loans required
to be prepaid under <U>Section 2.09(b)</U> shall be in excess of the amount of
the Base Rate Loans or the Canadian Prime Loans, as applicable, at the time
outstanding, only the portion of the amount of such prepayment that is equal to
the amount of such outstanding Base Rate Loans or Canadian Prime Loans shall be
immediately prepaid and, at the election of the Relevant Borrower, the balance
of such required prepayment shall be either (A) deposited in the LC Collateral
Account and applied to the prepayment of Eurocurrency Rate Loans or B/A
Equivalent Loans, as applicable, on the last day of the then next-expiring
Interest Period or Contract Period for Eurocurrency Rate Loans or B/A Equivalent
Loans, as applicable (with all interest accruing thereon for the account of the
Relevant Borrower or (B) prepaid immediately, together with any amounts owing to
the Lenders under <U>Section 2.10</U>). Notwithstanding any such deposit in the
LC Collateral Account, interest shall continue to accrue on such Loans until
prepayment. </P>
<P align=justify style="text-indent:5%">(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Notice
of Prepayment</U>. The Relevant Borrower shall notify the Administrative Agent
(and, in the case of prepayment of a Swingline Loan, the applicable Swingline
Lender) by telecopy or electronic transmission of any prepayment of any
Subfacility pursuant to <U>Section 2.9(a)</U>, (i) in the case of prepayment of
a Borrowing of Eurocurrency Rate Loans, not later than 12:00 p.m., Local Time,
three Business Days before the date of prepayment, (ii) in the case of
prepayment of a Borrowing of B/A Equivalent Loans, not later than 12:00 p.m.,
Local Time, three Business Days before the date of prepayment, (iii) in the case
of prepayment of a Borrowing of Canadian Base Rate Loans, not later than 12:00
p.m., Local Time, on the date of prepayment, (iv) in the case of prepayment of a
Borrowing of European Base Rate Loans (other than Dutch Swingline Loans), not
later than 12:00 p.m., Local Time, on the date of prepayment, (v) in the case of
prepayment of a Borrowing of Canadian Prime Loans, not later than 12:00 p.m., Local Time, on the date of prepayment, (vi) in
the case of prepayment of a Borrowing of U.S. Base Rate Loans, not later than
12:00 p.m., Local Time, on the date of prepayment, (vii) in the case of
prepayment of a U.S. Swingline Loan, not later than 12:00 p.m., Local Time, on
the date of prepayment, (viii) in the case of prepayment of a Canadian Swingline
Loan, not later than 12:00 p.m., Local Time, on the date of prepayment and (ix)
in the case of prepayment of a Dutch Swingline Loan, not later than 11:00 a.m.,
Local Time, on the date of prepayment. Each such notice shall specify (x) the
prepayment date and (y) the principal amount of each Borrowing or portion
thereof to be prepaid and the Subfacility or Subfacilities under which such
prepayment is being made; <U>provided</U> that such Borrower reimburses each
Lender pursuant to <U>Section 3.02</U> for any funding losses within ten
Business Days after receiving written demand therefor. Promptly following
receipt of any such notice (other than a notice relating solely to Swingline
Loans), the Administrative Agent shall advise the Lenders of the contents
thereof. Each partial prepayment of any Borrowing shall be in an amount that
would be permitted in the case of an advance of a Borrowing of the same Type as
provided in <U>Section 2.02</U>, except as necessary to apply fully the required
amount of a mandatory prepayment. Each prepayment of a Borrowing shall be
applied to the Loans of any Lender included in the prepaid Borrowing under the
applicable Subfacility or Subfacilities on the basis of such Lender's Pro Rata
Percentage under the applicable Subfacility or Subfacilities of such Borrowing.
Prepayments shall be accompanied by accrued interest to the extent required by <U>Section 2.06</U>. </P>
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<P align=justify style="text-indent:5%">2.10.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Payments
Generally; Pro Rata Treatment; Sharing of Setoffs</U>. </P>
<P align=justify style="text-indent:5%">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each
Borrower shall make each payment required to be made by it hereunder or under
any other Credit Document (whether of principal, interest, fees or reimbursement
of LC Disbursements, or of amounts payable under <U>Sections 3.01</U>,
<U>3.02</U> and <U>4.01</U> or otherwise) at or before the time expressly
required hereunder or under such other Credit Document for such payment (or, if
no such time is expressly required, prior to (x) 2:00 p.m., Local Time), with
respect to payments denominated in Dollars, (y) 2:00 p.m., Local Time, with
respect to payments denominated in Canadian Dollars and (z) 2:00 p.m., Local
Time, with respect to payments denominated in other Alternative Currencies, in
each case, on the date when due, in immediately available funds, without setoff
or counterclaim. Except as otherwise expressly provided herein, all payments by
the Borrowers hereunder with respect to principal and interest on Loans
denominated in an Alternative Currency shall be made to the Administrative
Agent, for the account of the respective Revolving Lenders to which such payment
is owed, at the Payment Office in such Alternative Currency and in immediately
available funds not later than the Local Times specified by the Administrative
Agent on the dates specified herein. If, for any reason, any Borrower is
prohibited by any Requirement of Law from making any required payment hereunder
in such Alternative Currency, such Borrower shall make such payment in Dollars
in the Dollar Equivalent of the payment amount. Any amounts received after the
required time on any date may, in the reasonable discretion of the
Administrative Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon. All such payments
shall be made to the Administrative Agent at the Payment Office, except payments
to be made directly to an Issuing Bank or a Swingline Lender as expressly
provided herein and except that payments pursuant to <U>Sections 3.01</U>,
<U>3.02</U>, <U>4.01</U> and <U>12.01</U> shall be made to the Administrative
Agent for the benefit of the Persons entitled thereto and payments pursuant to
other Credit Documents shall be made to the Administrative Agent for the benefit
of the Persons specified therein. The Administrative Agent shall distribute any
such payments received by it for the account of any other Person to the
appropriate recipient promptly following receipt thereof. If any payment under
any Credit Document shall be due on a day that is not a Business Day, the date
for payment shall be extended to the next succeeding Business Day, and, in the
case of any payment accruing interest, interest thereon shall be payable for the
period of such extension. </P>
<P align=justify style="text-indent:5%">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
If at any time insufficient funds are received by and available to the
Administrative Agent to pay fully all amounts of principal, unreimbursed LC
Disbursements, interest and fees then due hereunder, such funds shall be applied in the manner as
provided in <U>Section 2.09(c)</U> or <U>10.11</U> hereof, as applicable,
ratably among the parties entitled thereto. </P>
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<P align=justify style="text-indent:5%">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Except
  as otherwise set forth herein, if any Lender (a &#147;Benefited Lender&#148;) shall at any
  time receive any payment of all or part of the Loans of any Class and/or the
  participations in letter of credit obligations or swingline loans held by it, or
  receive any collateral in respect thereof (whether voluntarily or involuntarily,
  by set-off, pursuant to events or proceedings of the nature referred to in
  <U>Section 10.05</U>, or otherwise), in a greater proportion than any such
  payment to or collateral received by any other Lender, if any, in respect of
  such other Lender&#146;s Loans of such Class or participations in letter of credit
  obligations or swingline loans, as applicable, such Benefited Lender shall (i)
  notify the Administrative Agent of such fact, and (ii) purchase for cash at face
  value from the other Lenders a participating interest in such portion of each
  such other Lender&#146;s Loans of such Class or participations in letter of credit
  obligations or swingline loans, as applicable, or shall provide such other
  Lenders with the benefits of any such collateral, or the proceeds thereof, as
  shall be necessary to cause such Benefited Lender to share the excess payment or
  benefits of such collateral or proceeds ratably in accordance with the aggregate
  principal of their respective Loans of the applicable Class or participations in
  letter of credit obligations or swingline loans, as applicable; <U>provided</U>
  that, (A) if all or any portion of such excess payment or benefits is thereafter
  recovered from such Benefited Lender, such purchase shall be rescinded, and the
  purchase price and benefits returned, to the extent of such recovery, but
  without interest and (B) the provisions of this paragraph shall not be construed
  to apply to (x) any payment made by the Company, any Borrower or any other
  Credit Party pursuant to and in accordance with the express terms of this
  Agreement and the other Credit Documents, (y) any payment obtained by a Lender
  as consideration for the assignment of or sale of a participation in any of its
  Loans, Commitments or participations in LC Obligations or Swingline Loans to any
  assignee or participant or (z) any disproportionate payment obtained by a Lender
  of any Class as a result of the extension by Lenders of the maturity date or
  expiration date of some but not all Loans or Commitments of that Class or any
  increase in the Applicable Margin (or other pricing term, including any fee,
  discount or premium) in respect of Loans or Commitments of Lenders that have
  consented to any such extension to the extent such transaction is permitted
  hereunder. Each Credit Party consents to the foregoing and agrees, to the extent
  it may effectively do so under applicable Requirements of Law, that any Lender
  acquiring a participation pursuant to the foregoing arrangements may exercise
  against such Credit Party rights of set-off and counterclaim with respect to
  such participation as fully as if such Lender were a direct creditor of such
Credit Party in the amount of such participation. </P>
<P align=justify style="text-indent:5%">2.11.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Defaulting Lenders</U>. Notwithstanding any provision of this Agreement to
the contrary, if any Lender becomes a Defaulting Lender, then the following
provisions shall apply for so long as such Lender is a Defaulting Lender: </P>
<P align=justify style="text-indent:5%">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;fees
shall cease to accrue on the unfunded portion of the Commitment of such
Defaulting Lender pursuant to <U>Section 2.05(a)</U>; </P>
<P align=justify style="text-indent:5%">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;such
Defaulting Lender&#146;s right to approve or disapprove any amendment, waiver or
consent with respect to this Agreement shall be restricted as set forth in
<U>Section 12.10(e)</U>; </P>
<P align=justify style="text-indent:5%">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;if
any Swingline Loans are outstanding, or any LC Exposure exists at the time a
Lender becomes a Defaulting Lender, then (i) all or any part of such LC Exposure
of such Defaulting Lender and such Lender&#146;s Pro Rata Percentage under the
applicable Ex-FILO Subfacility or Ex-FILO Subfacilities of any Swingline
Exposure outstanding at such time will, subject to the limitation in the proviso
below, automatically be reallocated (effective on the day such Lender becomes a
Defaulting Lender) among the Non-Defaulting Lenders in accordance with their
respective Pro Rata Percentages under the applicable Ex-FILO Subfacility or
Ex-FILO Subfacilities; <U>provided</U> that (A) each Non-Defaulting Lender&#146;s
Ex-FILO Revolving Exposure may not in any event exceed the Ex-FILO
Revolving Commitment of such Non-Defaulting Lender as in effect at the time of
such reallocation, (B) neither such reallocation nor any payment by a
Non-Defaulting Lender pursuant thereto will constitute a waiver or release of
any claim the Company, any Borrower, any Administrative Agent, any Issuing Bank,
any Swingline Lender or any other Lender may have against such Defaulting Lender
or cause such Defaulting Lender to be a Non-Defaulting Lender and (C) the
conditions to Credit Extensions forth in Section 6 (other than Section 6.01)
shall be satisfied at the time of such reallocation (and, unless the Borrowers
shall have otherwise notified the Administrative Agent at such time, the
Borrowers shall be deemed to have represented and warranted that such conditions
are satisfied at such time), (ii) to the extent that all or any portion (the
&#147;unreallocated portion&#148;) of the Defaulting Lender&#146;s LC Exposure and Swingline
Exposure cannot, or can only partially, be so reallocated to Non-Defaulting
Lenders, whether by reason of the first proviso in <U>Section 2.11(c)(i) </U>above or otherwise, the Borrowers shall within two Business Days following
notice by the Administrative Agent (x) first, prepay such Defaulting Lender&#146;s
Pro Rata Percentage under the applicable Ex-FILO Subfacility or Ex-FILO
Subfacilities of outstanding Swingline Exposure (after giving pro forma effect
to any partial reallocation pursuant to clause (i) above) and (y) second, Cash
Collateralize such Defaulting Lender&#146;s LC Exposure (after giving pro forma
effect to any partial reallocation pursuant to clause (i) above), in accordance
with the procedures set forth in <U>Section 2.13(j)</U> for so long as such LC
Exposure is outstanding, (iii) if the Borrowers Cash Collateralize any portion
of such Defaulting Lender&#146;s LC Exposure pursuant to the requirements of this <U>Section 2.11(c)</U>, the Borrowers shall not be required to pay any fees to
such Defaulting Lender pursuant to <U>Section 2.05(c)</U> with respect to such
Defaulting Lender&#146;s LC Exposure during the period such Defaulting Lender&#146;s LC
Exposure is Cash Collateralized, (iv) if the LC Exposure of the Non-Defaulting
Lenders is reallocated pursuant to the requirements of this <U>Section
2.11(c)</U>, then the fees payable to the Lenders pursuant to <U>Section
2.05(c)</U> shall be adjusted in accordance with such Non-Defaulting Lenders&#146;
Pro Rata Percentage under the applicable Ex-FILO Subfacility or Ex-FILO
Subfacilities and the Borrowers shall not be required to pay any fees to the
Defaulting Lender pursuant to <U>Section 2.05(c)</U> with respect to such
Defaulting Lender&#146;s LC Exposure during the period that such Defaulting Lender&#146;s
LC Exposure is reallocated, or (v) if any Defaulting Lender&#146;s LC Exposure is
neither Cash Collateralized nor reallocated pursuant to the requirements of this <U>Section 2.11(c)</U>, then, without prejudice to any rights or remedies of the
Issuing Bank or any Lender hereunder, all fees payable under <U>Section
2.05(c)</U> with respect to such Defaulting Lender&#146;s LC Exposure shall be
payable to the applicable Issuing Bank until such LC Exposure is Cash
Collateralized and/or reallocated; </P>
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<P align=justify style="text-indent:5%">(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  (i) no Issuing Bank will be required to issue any new Letter of Credit or amend
  any outstanding Letter of Credit to increase the face amount thereof, alter the
  drawing terms thereunder or extend the expiry date thereof, unless such Issuing
  Bank is reasonably satisfied that any exposure that would result from the
  exposure to such Defaulting Lender is eliminated or fully covered by the Ex-FILO
  Revolving Commitments of the Non-Defaulting Lenders or by Cash Collateralization
  or a combination thereof in accordance with the requirements of <U>Section
    2.11(c)</U> above or otherwise in a manner reasonably satisfactory to such
Issuing Bank; and </P>
<P align=justify style="text-indent:5%">(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;no
Swingline Lender will be required to fund any Swingline Loans unless the
Swingline Lender is reasonably satisfied that any exposure that would result
from the exposure to such Defaulting Lender is eliminated or fully covered by
the Ex-FILO Revolving Commitments of the Non-Defaulting Lenders or a combination
thereof in accordance with the requirements of Section 2.11(c) above. </P>
<P align=justify style="text-indent:5%">(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The Company, Administrative Agent and applicable Issuing Bank may agree in
writing that a Lender is no longer a Defaulting Lender. At such time, Pro Rata
Percentages under the applicable Subfacility or Subfacilities shall be
reallocated without exclusion of such Lender&#146;s Commitments and Loans, and all
outstanding Loans, LC Obligations and other exposures under the Commitments
shall be reallocated among Lenders and settled by the Administrative Agent (with
appropriate payments by the reinstated Lender) in accordance with the readjusted
Pro Rata Percentages under the applicable Subfacility or Subfacilities and any amount that has been
deposited in accordance with Section 2.13(j) to Cash Collateralize any LC
Exposure shall be automatically released and returned to the Company or the
Relevant Borrower. Unless expressly agreed in writing by the Company, the
Administrative Agent and applicable Issuing Bank, no reinstatement of a
Defaulting Lender shall constitute a waiver or release of claims against such
Lender. The failure of any Lender to fund a Loan, to make a payment in respect
of LC Obligations or otherwise to perform its obligations hereunder shall not
relieve any other Lender of its obligations, and no Lender shall be responsible
for default by another Lender. Subject to <U>Section 12.22</U>, no reallocation
hereunder shall constitute a waiver or release of any claim of any party
hereunder against a Defaulting Lender arising from that Lender having become a
Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of
such Non-Defaulting Lender&#146;s increased exposure following such reallocation. </P>
<P align=center>-112- </P>
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<P align=justify style="text-indent:5%">(g)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  Any payment of principal, interest, fees or other amounts received by the
  Administrative Agent for the account of that Defaulting Lender (whether
  voluntary or mandatory, at maturity, pursuant to <U>Section 10</U> or otherwise
  received by the Administrative Agent for that Defaulting Lender pursuant to
  <U>Section 12.10(c)</U> and <U>(d)</U>), shall be applied at such time or times
  as may be determined by the Administrative Agent as follows: <U>first</U>, to
  the payment of any amounts owing by that Defaulting Lender to the Administrative
  Agent hereunder; <U>second</U>, to the payment on a pro rata basis of any
  amounts owing by that Defaulting Lender to any Issuing Bank and any Swingline
  Lender hereunder; <U>third</U>, as the Company may request (so long as no
  Default or Event of Default exists), to the funding of any Loan in respect of
  which that Defaulting Lender has failed to fund its portion thereof as required
  by this Agreement, as determined by the Administrative Agent; <U>fourth</U>, if
  so determined by the Administrative Agent and the Company, to be held in a
  non-interest bearing Deposit Account and released pro rata in order to (x)
  satisfy such Defaulting Lender&#146;s potential future funding obligations with
  respect to Loans under this Agreement and (y) Cash Collateralize, in accordance
  with Section 2.13(j), the Issuing Banks&#146; potential future fronting exposure with
  respect to such Defaulting Lender with respect to future Letters of Credit
  issued under this Agreement; <U>fifth</U>, to the payment of any amounts owing
  to the Lenders, the Issuing Banks or the Swingline Lenders as a result of any
  judgment of a court of competent jurisdiction obtained by any Lender, any
  Issuing Bank or any Swingline Lender against that Defaulting Lender as a result
  of that Defaulting Lender&#146;s breach of its obligations under this Agreement;
  <U>sixth</U>, so long as no Default or Event of Default exists, to the payment
  of any amounts owing to the Company or any of its Restricted Subsidiaries
  pursuant to any Bank Product with such Defaulting Lender as certified by a
  Responsible Officer of the Company to the Administrative Agent (with a copy to
  the Defaulting Lender) prior to such date of payment; <U>seventh</U>, so long as
  no Default or Event of Default exists, to the payment of any amounts owing to
  the Company or any other Credit Party as a result of any judgment of a court of
  competent jurisdiction obtained by the Company or any other Credit Party against
  that Defaulting Lender as a result of that Defaulting Lender&#146;s breach of its
  obligations under this Agreement; and <U>eighth</U>, to that Defaulting Lender
  or as otherwise directed by a court of competent jurisdiction; <U>provided</U>
  that, if such payment is a payment of the principal amount of any Loans or a
  payment of any unreimbursed LC Disbursements, such payment shall be applied
  solely to pay the relevant Loans of, and unreimbursed LC Disbursements owed to,
  the relevant Non-Defaulting Lenders on a pro rata basis prior to being applied
  in the manner set forth in this <U>Section 2.11(g)</U>. Any payments,
  prepayments or other amounts paid or payable to a Defaulting Lender that are
  applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash
  Collateral pursuant to <U>Section 2.13(j)</U> shall be deemed paid to and
  redirected by that Defaulting Lender, and each Lender irrevocably consents
hereto. </P>
<P align=justify style="text-indent:5%">2.12.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Swingline Loans</U>. </P>
<P align=justify style="text-indent:5%">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Swingline
Commitment</U>. Subject to the terms and conditions set forth herein, (X) the
U.S. Swingline Lender shall make U.S. Swingline Loans in Dollars to a U.S.
Borrower from time to time during the Revolving Availability Period, in an
aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of
outstanding Swingline Loans under the U.S. Tranche A Subfacility exceeding
$30,000,000, (ii) the U.S. Tranche A Revolving Exposures exceeding the U.S.
Tranche A Line Cap or (iii) the Ex-FILO Revolving Exposures exceeding the Line
Cap, (Y) the Canadian Swingline Lender shall make Canadian Swingline Loans in
Dollars or Canadian Dollars to a Canadian Borrower from time to time during the
Revolving Availability Period, in an aggregate principal amount at any time
outstanding that will not result in (i) the Dollar Equivalent of the aggregate
principal amount of outstanding Swingline Loans under the Canadian Subfacility
exceeding the Dollar Equivalent of $3,000,000, (ii) the Canadian Revolving
Exposures exceeding the Canadian Line Cap or (iii) the Ex-FILO Revolving
Exposures exceeding the Line Cap, and (Z) the Dutch Swingline Lender shall make
Dutch Swingline Loans in Euro, Pounds Sterling, Dollars or Swiss Francs to a
Dutch Borrower from time to time during the Revolving Availability Period, in an
aggregate principal amount at any time outstanding that will not result in (i)
the Dollar Equivalent of the aggregate principal amount of outstanding Swingline
Loans under the Dutch Subfacility exceeding the Dollar Equivalent of
$10,000,000, (ii) the Dutch Revolving Exposures exceeding the Dutch Line Cap or
(iii) the Ex-FILO Revolving Exposures exceeding the Line Cap; <U>provided</U> that no Swingline Lender shall be required to make a Swingline Loan to refinance
an outstanding Swingline Loan. Within the foregoing limits and subject to the
terms and conditions set forth herein, each Borrower may borrow, repay and
reborrow Swingline Loans. </P>
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<P align=justify style="text-indent:5%">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Swingline
  Loans</U>. To request a Swingline Loan, an applicable Borrower shall notify the
  applicable Administrative Agent of such request by telephonic (followed
  immediately by an electronic request) or electronic transmission, not later than
  12:00 p.m., Local Time (in the case of U.S. Swingline Loans and Canadian
  Swingline Loans) and 11:00 a.m., Local Time (in the case of Dutch Swingline
  Loans), on the day of a proposed Swingline Loan under the relevant Subfacility.
  Each such notice shall be revocable (prior to the release of the requested
  funds) and specify the requested date (which shall be a Business Day) and amount
  of the requested Swingline Loan. The Administrative Agent will promptly advise
  the applicable Swingline Lender of any such notice received from a Borrower. The
  applicable Swingline Lender shall make each Swingline Loan available to the
  Relevant Borrower by means of a credit to the general deposit account of such
  Borrower with the applicable Swingline Lender (or, in the case of a U.S.
  Swingline Loan made to finance the reimbursement of a U.S. LC Disbursement as
  provided in <U>Section 2.13(e)</U>, by remittance to the U.S. Issuing Bank) by
  3:00 p.m., Local Time, on the requested date of such Swingline Loan. No Borrower
  shall request a Swingline Loan if at the time of and immediately after giving
effect to such request a Default has occurred and is continuing.</P>
<P align=justify style="text-indent:5%">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Prepayment</U>. Each Borrower shall have the right at any time and from time
to time to repay, without premium or penalty, any Swingline Loan, in whole or in
part, upon giving notice thereof pursuant to <U>Section 2.09(d)</U>. </P>
<P align=justify style="text-indent:5%">(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Participations</U>. The U.S. Swingline Lender, Canadian Swingline Lender or
Dutch Swingline Lender may by written notice given to the Administrative Agent
at any time (but, in any event shall weekly, or such other time as determined by
the Administrative Agent) not later than 12:00 noon, Local Time on any Business
Day require the U.S. Tranche A Revolving Lenders, Canadian Revolving Lenders, or
Dutch Revolving Lenders, as applicable, to acquire participations on such
Business Day in all or a portion of the U.S. Swingline Loans, Canadian Swingline
Loans or Dutch Swingline Loans, as applicable, outstanding, which request may be
made regardless of whether the conditions set forth in <U>Section 6</U> have
been satisfied. Such notice shall specify the aggregate amount of Swingline
Loans in which such Revolving Lenders will participate. Promptly upon receipt of
such notice, the Administrative Agent will give notice thereof to such Revolving
Lender, specifying in such notice such Lender&#146;s Pro Rata Percentage under the
applicable Subfacility or Subfacilities of such Swingline Loan or Loans. Each
U.S. Tranche A Revolving Lender, Canadian Revolving Lender and Dutch Revolving
Lender hereby absolutely and unconditionally agrees, upon receipt of notice as
provided above, to pay to the Administrative Agent, for the account of the applicable
Swingline Lender, such Lender&#146;s Pro Rata Percentage under the applicable
Subfacility or Subfacilities of such Swingline Loan or Loans. Each U.S. Tranche
A Revolving Lender, Canadian Revolving Lender and Dutch Revolving Lender
acknowledges and agrees that its obligation to acquire participations in
Swingline Loans pursuant to this paragraph is absolute and unconditional and
shall not be affected by any circumstance whatsoever, including the occurrence
and continuance of a Default or reduction or termination of the Revolving
Commitments or whether an Overadvance exists or is created thereby, and that
each such payment shall be made without any offset, abatement, withholding or
reduction whatsoever (<U>provided</U> that such payment shall not cause such
Lender&#146;s Ex-FILO Revolving Exposure to exceed such Lender&#146;s Ex-FILO Revolving
Commitment). Each U.S. Tranche A Revolving Lender, Canadian Revolving Lender and
Dutch Revolving Lender shall comply with its obligation under this paragraph by
wire transfer of immediately available funds, in the same manner as provided in <U>Section 2.02(f)</U> with respect to Loans made by such Lender (and <U>Section
2.02</U> shall apply, <i>mutatis mutandis</i>, to the payment obligations of the
Revolving Lenders), and the Administrative Agent shall promptly pay to the
applicable Swingline Lender the amounts so received by it from the Revolving
Lenders. The Administrative Agent shall notify the Relevant Borrower of any
participation in a Swingline Loan acquired pursuant to this paragraph, and
thereafter payments in respect of such Swingline Loan shall be made to the
Administrative Agent and not to any Swingline Lender. Any amounts received by a
Swingline Lender from a Borrower (or other party on behalf of a Borrower) in
respect of a Swingline Loan after receipt by such Swingline Lender of the
proceeds of a sale of participations therein shall be promptly remitted to the
Administrative Agent; any such amounts received by the Administrative Agent
shall be promptly remitted by the Administrative Agent to the applicable
Revolving Lenders that shall have made their payments pursuant to this paragraph
and to the applicable Swingline Lender, as their interests may appear. The
purchase of participations in a Swingline Loan pursuant to this paragraph shall
not relieve any Borrower of any default in the payment thereof. If and to the
extent any Revolving Lender shall not have so made its transfer to the
Administrative Agent as required by this paragraph, such Revolving Lender agrees
to pay to the Administrative Agent, forthwith on demand, such amount, together
with interest thereon, for each day from the date such amount is made available
to such Borrower until the date such amount is repaid to the Administrative
Agent at (i) in the case of a Borrower, as applicable, the interest rate
applicable at the time to the Loans comprising such Borrowing and (ii) in the
case of such Lender, for the first such day, the Federal Funds Rate (for
Dollars), the Bank of Canada Overnight Rate (for Canadian Dollars) or a rate
determined by the Administrative Agent in accordance with banking industry rules
on interbank compensation (for other Alternative Currencies), and for each day
thereafter, the U.S. Base Rate (for Swingline Loans under the U.S. Tranche A
Subfacility denominated in Dollars), the Canadian Base Rate (for Swingline Loans
under the Canadian Subfacility denominated in Dollars), Canadian Prime Rate (for
Swingline Loans denominated in Canadian Dollars) or the European Base Rate (for
other Alternative Currencies). </P>
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<P align=justify style="text-indent:5%">(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If
  the Maturity Date shall have occurred at a time when Extended Revolving
  Commitments are in effect, then on the Maturity Date all then outstanding
  Swingline Loans shall be repaid in full on such date (and there shall be no
  adjustment to the participations in such Swingline Loans as a result of the
  occurrence of such Maturity Date); <U>provided</U> that, if on the occurrence of
  the Maturity Date (after giving effect to any repayments of Revolving Loans and
  any reallocation of Letter of Credit participations as contemplated in
  <U>Section 2.13(o)</U>), there shall exist sufficient unutilized Extended
  Revolving Commitments so that the respective outstanding Swingline Loans could
  be incurred pursuant to the Extended Revolving Commitments which will remain in
  effect after the occurrence of the Maturity Date, then there shall be an
  automatic adjustment on such date of the participations in such Swingline Loans
  and same shall be deemed to have been incurred solely pursuant to the Extended
  Revolving Commitments and such Swingline Loans shall not be so required to be
repaid in full on the Maturity Date. </P>
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<P align=justify style="text-indent:5%">2.13.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Letters of Credit</U>. </P>
<P align=justify style="text-indent:5%">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <U>General</U>. Subject to
the terms and conditions set forth herein, (i) any U.S. Borrower may request the
issuance of U.S. Letters of Credit in Dollars or in one or more Alternative
Currencies for its account or for the account of any of its Restricted
Subsidiaries in a form reasonably acceptable to the U.S. Issuing Bank, at any
time and from time to time during the Revolving Availability Period
(<U>provided</U> that the Relevant Borrower shall be a co-applicant with respect
to each U.S. Letter of Credit issued for the account of or in favor of a
Restricted Subsidiary that is not a Borrower), (ii) any Canadian Borrower may
request the issuance of Canadian Letters of Credit in Dollars or in one or more
Alternative Currencies for its account or the account of any of its Restricted
Subsidiaries in a form reasonably acceptable to the Canadian Issuing Bank, at
any time and from time to time during the Revolving Availability Period
(<U>provided</U> that the Relevant Borrower shall be a co-applicant with respect
to each Canadian Letter of Credit issued for the account of or in favor of a
Restricted Subsidiary that is not a Borrower) and (iii) any Dutch Borrower may
request the issuance of Dutch Letters of Credit in Dollars or in one or more
Alternative Currencies for its account or the account of any of its Restricted
Subsidiary in a form reasonably acceptable to the Dutch Issuing Bank, at any
time and from time to time during the Revolving Availability Period
(<U>provided</U> that the Relevant Borrower shall be a co-applicant with respect
to each Dutch Letter of Credit issued for the account of or in favor of a
Restricted Subsidiary that is not a Borrower). In the event of any inconsistency
between the terms and conditions of this Agreement and the terms and conditions
of any form of letter of credit application or other agreement submitted by the
Relevant Borrower to, or entered into by the Relevant Borrower with, the
applicable Issuing Bank relating to any Letter of Credit, the terms and
conditions of this Agreement shall control. The Existing Letters of Credit
listed on Part A of <U>Schedule 1.01B</U> shall be deemed issued under the
Canadian Subfacility. The Existing Letters of Credit listed on Part B of
<U>Schedule 1.01B</U> shall be deemed issued under the Dutch Subfacility. The
Existing Letters of Credit listed on Part C of <U>Schedule 1.01B</U> shall be
deemed issued under the U.S. Tranche A Subfacility. </P>
<P align=justify style="text-indent:5%">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Request
for Issuance, Amendment, Renewal, Extension; Certain Conditions</U>. To request
the issuance of a Letter of Credit or the amendment, renewal or extension of an
outstanding Letter of Credit, the Relevant Borrower shall hand deliver or
telecopy or transmit by electronic communication a LC Request to the applicable
Issuing Bank and the Administrative Agent not later than 1:00 p.m., Local Time,
on the second Business Day preceding the requested date of issuance, amendment,
renewal or extension (or such later date and time as is reasonably acceptable to
the applicable Issuing Bank). A request for an initial issuance of a Letter of
Credit shall specify in form and detail reasonably satisfactory to the
applicable Issuing Bank: (i) the proposed issuance date of the requested Letter
of Credit (which shall be a Business Day); (ii) the amount and currency thereof;
(iii) the expiry date thereof; (iv) the name and address of the beneficiary
thereof; (v) the documents to be presented by such beneficiary in case of any
drawing thereunder; (vi) the full text of any certificate to be presented by
such beneficiary in case of any drawing thereunder; and (vii) such other matters
as the applicable Issuing Bank may reasonably require. A request for an
amendment, renewal or extension of any outstanding Letter of Credit shall
specify in form and detail reasonably satisfactory to the applicable Issuing
Bank (w) the Letter of Credit to be amended, renewed or extended, (x) the
proposed date of amendment, renewal or extension thereof (which shall be a
Business Day), (y) the nature of the proposed amendment, renewal or extension
and (z) such other matters as the applicable Issuing Bank may reasonably
require. If requested by the applicable Issuing Bank, the Relevant Borrower also
shall submit a letter of credit application substantially on such Issuing Bank&#146;s
standard form in connection with any request for a Letter of Credit. A Letter of
Credit shall be issued, amended, renewed or extended only if (and upon issuance,
amendment, renewal or extension of each Letter of Credit the Relevant Borrower
shall be deemed to represent and warrant (solely in the case of (w) and (x))
that, after giving effect to such issuance, amendment, renewal or extension) (A)
(i) the LC Exposure shall not exceed the LC Sublimit, (ii) the U.S. LC Exposure
shall not exceed the U.S. LC Sublimit, (iii) the Canadian LC Exposure shall not
exceed the Canadian LC Sublimit and (iv) the Dutch LC Exposure shall not exceed the Dutch LC Sublimit and
(B) (i) the total Revolving Exposures shall not exceed the Line Cap, (ii) the
total U.S. Tranche A Revolving Exposures shall not exceed the U.S. Tranche A
Line Cap, (iii) the total Canadian Revolving Exposures shall not exceed the
Canadian Line Cap and (iv) the total Dutch Revolving Exposures shall not exceed
the Dutch Line Cap. Unless the Administrative Agent and applicable Issuing Bank
shall otherwise agree, no Letter of Credit shall be denominated in a currency
other than Dollars or an Alternative Currency.</P>
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<P align=justify style="text-indent:5%">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Expiration
  Date</U>. Each Letter of Credit shall expire at or prior to the earlier of (i)
  the close of business on the date which is one year after the date of the
  issuance of such Letter of Credit (or such other longer period of time as the
  Administrative Agent and the applicable Issuing Bank may agree) (other than with
  respect to foreign guarantees which may expire on a date later than one year
  from the date of issuance) and (ii) unless Cash Collateralized or otherwise
  credit supported in accordance with <U>Section 2.13(j)</U>, the Letter of Credit
  Expiration Date. Notwithstanding the foregoing, each Letter of Credit may, upon
  the request of the Relevant Borrower, include a provision whereby such Letter of
  Credit shall be renewed automatically for additional consecutive periods of
  twelve (12) months (or such longer period of time as may be agreed by the
  applicable Issuing Bank) or less (but not beyond the date that is after the
  Letter of Credit Expiration Date unless such Letter of Credit is Cash
  Collateralized or backstopped pursuant to arrangements reasonably acceptable to
  the applicable Issuing Bank; <I>provided</I> that no Lender shall be required to
  fund participations in any Letter of Credit after the Maturity Date) unless the
  applicable Issuing Bank notifies the beneficiary thereof at least thirty (30)
  days prior to the then-applicable expiration date that such Letter of Credit
will not be renewed. </P>
<P align=justify style="text-indent:5%">(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Participations</U>.
By the issuance of a Letter of Credit (or an amendment to a Letter of Credit
increasing the amount thereof) and without any further action on the part of the
applicable Issuing Bank or the Lenders, the applicable Issuing Bank hereby
grants to each applicable Revolving Lender, and each such Revolving Lender
hereby acquires from such Issuing Bank, a participation in such Letter of Credit
equal to such Lender&#146;s Pro Rata Percentage of the aggregate amount available to
be drawn under such Letter of Credit; provided that any participation of any
Letter of Credit issued in an Alternative Currency other than those specifically
listed in the definition of the term &#147;Alternative Currency&#148; shall be made in
Dollars. In consideration and in furtherance of the foregoing, each U.S. Tranche
A Revolving Lender, Canadian Revolving Lender and Dutch Revolving Lender hereby
absolutely and unconditionally agrees to pay to the Administrative Agent, for
the account of the applicable Issuing Bank, such Lender&#146;s Pro Rata Percentage of
each LC Disbursement made by the applicable Issuing Bank and not reimbursed by
the Relevant Borrower on the date due as provided in paragraph (e) of this
<U>Section 2.13</U>, or of any reimbursement payment required to be refunded to
the Relevant Borrower or for any reason (the &#147;<U>Unreimbursed Amount</U>&#148;). Each
U.S. Tranche A Revolving Lender, Canadian Revolving Lender and Dutch Revolving
Lender acknowledges and agrees that its obligation to acquire participations
pursuant to this paragraph in respect of Letters of Credit is absolute and
unconditional and shall not be affected by any circumstance whatsoever,
including any amendment, renewal or extension of any Letter of Credit or the
occurrence and continuance of a Default or reduction or termination of the
Revolving Commitments or whether or not an Overadvance exists or is created
thereby, and that each such payment shall be made without any offset, abatement,
withholding or reduction whatsoever. </P>
<P align=justify style="text-indent:5%">(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Reimbursement</U>. If any Issuing Bank shall make any LC Disbursement in
respect of a Letter of Credit, the Relevant Borrower under the applicable
Subfacility shall reimburse such LC Disbursement by paying to the applicable
Issuing Bank an amount equal to such LC Disbursement within one Business Day
after the Relevant Borrower&#146;s receipt of notice of such LC Disbursement from the
applicable Issuing Bank; <U>provided</U> that, whether or not the Relevant
Borrower submits a Notice of Borrowing, such Borrower shall be deemed to have
requested (except to the extent such Borrower makes payment to reimburse such LC
Disbursement when due or otherwise notifies the Administrative Agent and
relevant Issuing Bank that it intends to make a payment to reimburse such LC
Disbursement) a Borrowing of Base Rate Loans or Canadian Prime Loans of the
applicable currency in an amount necessary to reimburse such LC Disbursement. If
such Borrower fails to make such payment by the date due in accordance with the
preceding sentence, the applicable Issuing Bank shall notify the Administrative
Agent and the Administrative Agent shall notify each Revolving Lender under the
applicable Subfacility or Subfacilities of the applicable LC Disbursement, the
payment then due from such Borrower in respect thereof and such Lender&#146;s Pro
Rata Percentage under such Subfacility or Subfacilities. Promptly following
receipt of such notice, each such Revolving Lender shall pay to the
Administrative Agent its Pro Rata Percentage of the unreimbursed LC Disbursement
in the same manner as provided in <U>Section 2.02(f)</U> with respect to Loans
made by such Lender, and the Administrative Agent shall promptly pay to the
applicable Issuing Bank the amounts so received by it from such Revolving
Lenders; provided that any such payment by a Revolving Lender of its Pro Rata
Percentage of the unreimbursed LC Disbursement with respect to any Letter of
Credit issued in an Alternative Currency other than those specifically listed in
the definition of the term &#147;Alternative Currency&#148; shall me made in Dollars. In
the case of a Letter of Credit denominated in an Alternative Currency, the
relevant Borrower shall reimburse the applicable Issuing Bank in such
Alternative Currency, unless (A) the such Issuing Bank (at its option) shall
have specified in such notice that it will require reimbursement in Dollars, or
(B) in the absence of any such requirement for reimbursement in Dollars, the
applicable Borrower shall have notified the applicable Issuing Bank promptly
following receipt of the notice of drawing that such Borrower will reimburse the
applicable Issuing Bank in Dollars. In the case of any such reimbursement in
Dollars of a drawing under a Letter of Credit denominated in an Alternative
Currency, the applicable Issuing Bank shall notify the applicable Borrower of
the Dollar Equivalent of the amount of the drawing promptly following the
determination thereof. Promptly following receipt by the Administrative Agent of
any payment from any Borrower pursuant to this paragraph, the Administrative
Agent shall, to the extent that Revolving Lenders have made payments pursuant to
this paragraph to reimburse any Issuing Bank, distribute such payment to such
Lenders and the applicable Issuing Bank as their interests may appear. Any
payment made by a Revolving Lender pursuant to this paragraph to reimburse an
Issuing Bank for any LC Disbursement (other than the funding of Base Rate Loans,
Canadian Prime Loans or a Swingline Loan as contemplated above) shall not
constitute a Loan and shall not relieve the Relevant Borrower of its obligation
to reimburse such LC Disbursement. In the event that (A) a drawing denominated
in an Alternative Currency is to be reimbursed in Dollars pursuant to the third
sentence in this <U>Section 2.13(e)</U> and (B) the Dollar amount paid by the
applicable Borrower shall not be adequate on the date of that payment to
purchase in accordance with normal banking procedures a sum denominated in such
Alternative Currency equal to the drawing, then such Borrower agrees, as a
separate and independent obligation, to indemnify the applicable Issuing Bank
for the loss resulting from its inability on that date to purchase the
Alternative Currency in the full amount of the drawing. </P>
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<P align=justify style="text-indent:5%">(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Obligations
Absolute</U>. </P>
<P align=justify style="text-indent:5%">(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Subject
to the limitations set forth below, the obligation of the Borrowers to reimburse
LC Disbursements as provided in clause (e) of this <U>Section 2.13</U> shall be
absolute, unconditional and irrevocable, and shall be performed strictly in
accordance with the terms of this Agreement under any and all circumstances
whatsoever and irrespective of (i) any lack of validity or enforceability of any
Letter of Credit or this Agreement, or any term or provision therein, (ii) any
draft or other document presented under a Letter of Credit proving to be forged,
fraudulent or invalid in any respect or any statement therein being untrue or
inaccurate in any respect, (iii) payment by any Issuing Bank under a Letter of
Credit against presentation of a draft or other document that does not strictly
comply with the terms of such Letter of Credit, (iv) the existence of any claim,
setoff, defense or other right which any Borrower may have at any time against a
beneficiary of any Letter of Credit, (v) any adverse change in the relevant
exchange rates or in the availability of an Alternative Currency to the Company
or any Subsidiary or in the relevant currency markets generally or (vi) any
other event or circumstance whatsoever, whether or not similar to any of the
foregoing, that might, but for the provisions of this <U>Section 2.13</U>,
constitute a legal or equitable discharge of, or provide a right of setoff
against, the obligations of the Borrowers hereunder; <U>provided</U> that the
Borrowers shall have no obligation to reimburse any Issuing Bank to the extent
that such payment was made in error due to the gross negligence or willful
misconduct of such Issuing Bank (as determined by a court of competent
jurisdiction in a final non-appealable judgement or another independent tribunal
having jurisdiction). Neither the Administrative Agent, the Lenders nor any
Issuing Bank, nor any of their Affiliates, shall have any liability or
responsibility by reason of or in connection with the issuance or transfer of
any Letter of Credit or any payment or failure to make any payment thereunder
(irrespective of any of the circumstances referred to in the preceding
sentence), or any error, omission, interruption, loss or delay in transmission
or delivery of any draft, notice or other communication under or relating to any
Letter of Credit (including any document required to make a drawing thereunder),
any error in interpretation of technical terms or any consequence arising from
causes beyond the control of any Issuing Bank; <U>provided</U> that the
foregoing shall not be construed to excuse any Issuing Bank from liability to
the Borrowers to the extent of any direct damages (as opposed to consequential
damages, claims in respect of which are hereby waived by each Borrower to the
extent permitted by applicable Requirement of Law) suffered by the Borrowers
that are caused by such Issuing Bank&#146;s failure to exercise care when determining
whether drafts and other documents presented under a Letter of Credit comply
with the terms thereof. The parties hereto expressly agree that, in the absence
of gross negligence or willful misconduct on the part of any Issuing Bank (as
determined by a court of competent jurisdiction or another independent tribunal
having jurisdiction), each Issuing Bank shall be deemed to have exercised care
in each such determination. In furtherance of the foregoing and without limiting
the generality thereof, the parties agree that, with respect to documents
presented which appear on their face to be in strict compliance with the terms
of a Letter of Credit, each Issuing Bank may, in its sole discretion, either
accept and make payment upon such documents without responsibility for further
investigation, regardless of any notice or information to the contrary, or
refuse to accept and make payment upon such documents, if such documents are not
in strict compliance with the terms of such Letter of Credit. </P>
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<P align=justify style="text-indent:5%">(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No
  Issuing Bank assumes any responsibility for any failure or delay in performance
  or any breach by any Borrower or other Person of any obligations under any LC
  Document. No Issuing Bank makes to the Lenders any express or implied warranty,
  representation or guarantee with respect to the Collateral, such documents or
  any Credit Party. No Issuing Bank shall be responsible to any Lender for any
  recitals, statements, information, representations or warranties contained in,
  or for the execution, validity, genuineness, effectiveness or enforceability of
  any LC Document; the validity, genuineness, enforceability, collectability,
  value or sufficiency of any Collateral or the perfection of any Lien therein; or
  the assets, liabilities, financial condition, results of operations, business,
creditworthiness or legal status of any Credit Party. </P>
<P align=justify style="text-indent:5%">(g)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Disbursement Procedures</U>. Each Issuing Bank shall, promptly following its
receipt thereof, examine all documents purporting to represent a demand for
payment under a Letter of Credit. Such Issuing Bank shall promptly notify the
Administrative Agent and the Relevant Borrower by electronic transmission of
such demand for payment and whether such Issuing Bank has made or will make a LC
Disbursement thereunder; <U>provided</U> that any failure to give or delay in
giving such notice shall not relieve any Borrower of its obligation to reimburse
such Issuing Bank and the Revolving Lenders under the applicable Subfacility
with respect to any such LC Disbursement (other than with respect to the timing
of such reimbursement obligation set forth in <U>Section 2.13(e)</U>). </P>
<P align=justify style="text-indent:5%">(h)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Interim
Interest</U>. If any Issuing Bank shall make any LC Disbursement, then, unless
the Relevant Borrower shall reimburse such LC Disbursement in full on the date
such LC Disbursement is made, the unpaid amount thereof shall bear interest, for
each day from and including the date such LC Disbursement is made to but
excluding the date that the Relevant Borrower reimburses such LC Disbursement,
at the rate per annum then applicable to U.S. Tranche A Revolving Loans that are
Base Rate Loans or Canadian Prime Loans, as applicable;
<U>provided</U> that, if such Borrower fails to reimburse such LC Disbursement
when due and payable pursuant to paragraph (e) of this <U>Section 2.13</U>, then <U>Section 2.06(e)</U> shall apply. Interest accrued pursuant to this paragraph
shall be for the account of the applicable Issuing Bank, except that interest
accrued on and after the date of payment by any Revolving Lender pursuant to
paragraph (e) of this <U>Section 2.13</U> to reimburse such Issuing Bank shall
be for the account of such Lender to the extent of such payment. </P>
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<P align=justify style="text-indent:5%">(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Resignation
  or Removal of the Issuing Bank</U>. Any Issuing Bank may resign as Issuing Bank
  hereunder at any time upon at least 30 days&#146; prior written notice to the
  Lenders, the Administrative Agent and the Company. Any Issuing Bank may be
  replaced at any time by agreement between the Company and the Administrative
  Agent; <U>provided</U> that so long as no Event of Default under <U>Section
    10.01</U> or <U>Section 10.05</U> is then continuing, such successor Issuing
  Bank shall be reasonably acceptable to the Company. One or more Lenders may be
  appointed as additional Issuing Banks in accordance with clause (k) below. The
  Administrative Agent shall notify the Lenders of any such replacement of such
  Issuing Bank or any such additional Issuing Bank. At the time any such
  resignation or replacement shall become effective, the Company shall pay all
  unpaid fees accrued for the account of the replaced Issuing Bank pursuant to
  <U>Section 2.05(c)</U>. From and after the effective date of any such
  resignation or replacement or addition, as applicable, (i) the successor or
  additional Issuing Bank shall have all the rights and obligations of an Issuing
  Bank under this Agreement with respect to Letters of Credit to be issued
  thereafter and (ii) references herein to the term &#147;Issuing Bank&#148; shall be deemed
  to refer to such successor or such addition or to any previous Issuing Bank, or
  to such successor or such additional Issuing Bank and all previous Issuing
  Banks, as the context shall require. After the resignation or replacement of an
  Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto
  and shall continue to have all the rights and obligations of an Issuing Bank
  under this Agreement with respect to Letters of Credit issued by it prior to
  such resignation or replacement, but shall not be required to issue additional
  Letters of Credit. If at any time there is more than one Issuing Bank hereunder,
  the Company may, in its discretion, select which Issuing Bank is to issue any
particular Letter of Credit. </P>
<P align=justify style="text-indent:5%">(j)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Cash
Collateralization</U>. </P>
<P align=justify style="text-indent:5%">(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If
any Event of Default shall occur and be continuing, on the Business Day that the
Company receives written notice from the Administrative Agent (acting at the
request of the Required Lenders) demanding the deposit of Cash Collateral
pursuant to this paragraph, the Borrowers shall deposit in the LC Collateral
Account, in the name of the Administrative Agent and for the benefit of the
Secured Creditors, an amount in cash equal to 103.00% of the LC Exposure as of
such date. The Administrative Agent shall promptly release and return any such
Cash Collateral to the Company (in no event later than two (2) Business Days)
once all Events of Default are cured or waived. </P>
<P align=justify style="text-indent:5%">(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
To the extent the Fronting Exposure associated with any Defaulting Lender cannot
be reallocated pursuant to <U>Section 2.11</U>, the Borrowers shall, on demand
by an Issuing Bank or the Administrative Agent from time to time, Cash
Collateralize such Fronting Exposure; <U>provided</U> that any amount deposited
to Cash Collateralize any Fronting Exposure associated with any Defaulting
Lender shall be automatically released and returned to the Company or the
Relevant Borrower at the time the Company, the Administrative Agent and the
applicable Issuing Bank agree in writing that such Defaulting Lender is no
longer a Defaulting Lender. </P>
<P align=justify style="text-indent:5%">(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <U>Section 2.09</U> and
<U>Section 2.11</U> set forth certain additional circumstances under which Cash
Collateral may be, or is required to be, delivered under this Agreement. </P>
<P align=justify style="text-indent:5%">(iv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Each deposit of Cash
Collateral pursuant to this Agreement shall be held by the Administrative Agent
in the LC Collateral Account as collateral for the payment and performance of
the obligations of the Relevant Borrowers under this Agreement. The
Administrative Agent shall have a first priority perfected Lien (subject to
Permitted Liens) and exclusive dominion and control, including the exclusive
right of withdrawal, over the LC Collateral Account. Other than any interest
earned on the investment of such deposits of Cash Collateral, which investments
shall be made only in Investment Cash Equivalents and at the direction of the
Company and at the Company&#146;s risk and expense, such deposits of Cash Collateral
shall not bear interest. Interest or profits, if any, on such investments shall
accumulate in such account. Monies in such account shall be applied by the
Administrative Agent to reimburse the Issuing Banks for LC Disbursements for
which they have not been reimbursed and, to the extent not so applied, shall be
held for the satisfaction of the reimbursement obligations of the Borrowers for
the LC Exposure at such time or, if the maturity of the Loans has been
accelerated (but subject to the consent of Revolving Lenders with LC Exposure
representing greater than 50% of the total LC Exposure), be applied to satisfy
other Obligations of the Borrowers. Except as otherwise provided in this
Agreement, the Administrative Agent shall promptly (and in no event later than
the next Business Day) release and return any Cash Collateral to the Company or
the Relevant Borrower once the event or circumstance giving rise to the
requirement of any Credit Party to deposit such Cash Collateral is no longer
continuing.</P>
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<P align=justify style="text-indent:5%">(k)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  <U>Additional Issuing Banks</U>. The Company may, at any time and from time to
  time with the consent of the Administrative Agent (which consent shall not be
  unreasonably withheld, delayed or conditioned) and such Lender, designate one or
  more additional Lenders to act as an issuing bank under the terms of this
  Agreement. Any Lender designated as an issuing bank pursuant to this clause (k)
  shall be deemed (in addition to being a Lender) to be the Issuing Bank with
  respect to Letters of Credit issued or to be issued by such Lender, and all
  references herein and in the other Credit Documents to the term &#147;Issuing Bank&#148;
  shall, with respect to such Letters of Credit, be deemed to refer to such Lender
in its capacity as Issuing Bank, as the context shall require. </P>
<P align=justify style="text-indent:5%">(l)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No
Issuing Bank shall be under an obligation to issue any Letter of Credit if: </P>
<P align=justify style="margin-left:5%;text-indent:5%">(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;any
order, judgment or decree of any Governmental Authority or arbitrator shall by
its terms purport to enjoin or restrain such Issuing Bank from issuing such
Letter of Credit, or any Requirement of Law applicable to such Issuing Bank or
any request or directive (whether or not having the force of law) from any
Governmental Authority with jurisdiction over such Issuing Bank shall prohibit,
or request that such Issuing Bank refrain from, the issuance of letters of
credit generally or such Letter of Credit in particular or shall impose upon
such Issuing Bank with respect to such Letter of Credit any restriction, reserve
or capital requirement (for which such Issuing Bank is not otherwise compensated
hereunder) not in effect on the Closing Date, or shall impose upon such Issuing
Bank any unreimbursed loss, cost or expense which was not applicable on the
Closing Date and which such Issuing Bank in good faith deems material to it; or</P>
<P align=justify style="margin-left:5%;text-indent:5%">(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; the issuance of such Letter of Credit would violate one or more policies of
  such Issuing Bank. </P>
<P align=justify style="text-indent:5%">(m)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No
Issuing Bank shall be under an obligation to amend any Letter of Credit if (i)
such Issuing Bank would have no obligation at such time to issue such Letter of
Credit in its amended form under the terms hereof or (ii) the beneficiary of
such Letter of Credit does not accept the proposed amendment to such Letter of
Credit. </P>
<P align=justify style="text-indent:5%">(n)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>LC
Collateral Account</U>. </P>
<P align=justify style="text-indent:5%">(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Administrative Agent is hereby authorized to establish and maintain at the
Notice Office, in the name of the Administrative Agent and pursuant to a
dominion and control agreement, a restricted deposit account designated &#147;The
SunOpta Inc. LC Collateral Account.&#148; Each Credit Party shall deposit into the LC Collateral Account from time to time the
Cash Collateral required to be deposited under <U>Section 2.13(j)</U> hereof. </P>
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<P align=justify style="text-indent:5%">(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
  balance from time to time in such LC Collateral Account shall constitute part of
  the Collateral and shall not constitute payment of the Obligations until applied
  as hereinafter provided. Notwithstanding any other provision hereof to the
  contrary, all amounts held in the LC Collateral Account shall constitute
  collateral security first for the liabilities in respect of Letters of Credit
  outstanding from time to time and, with respect to amounts deposited in
  connection with the events described in clause (i) of such <U>Section 2.13(j)
    only,</U> second for the other Obligations hereunder until such time as all
  Letters of Credit shall have been terminated and all of the liabilities in
  respect of Letters of Credit have been paid in full. All funds in &#147;The SunOpta
  Inc. LC Collateral Account&#148; may be invested in accordance with the provisions of
<U>Section 2.13(j)</U>. </P>
<P align=justify style="text-indent:5%">(o)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Extended
Commitments</U>. If the Maturity Date shall have occurred at a time when
Extended Revolving Commitments are in effect, then (i) such Letters of Credit
shall automatically be deemed to have been issued (including for purposes of the
obligations of the Lenders to purchase participations therein and to make
payments in respect thereof pursuant to <U>Sections 2.13(d)</U> and <U>(e)</U>)
under (and ratably participated in by Lenders) the Extended Revolving
Commitments, up to an aggregate amount not to exceed the aggregate principal
amount of the unutilized Extended Revolving Commitments thereunder at such time
(it being understood that no partial face amount of any Letter of Credit may be
so reallocated) and (ii) to the extent not reallocated pursuant to the
immediately preceding clause (i), the Borrowers shall Cash Collateralize any
such Letter of Credit on such terms as may be agreed between the Relevant
Borrower and the applicable Issuing Bank. Except to the extent of reallocations
of participations pursuant to the prior sentence, the occurrence of the Maturity
Date with respect to Existing Revolving Loans shall have no effect upon (and
shall not diminish) the percentage participations of the Lenders of Extended
Revolving Loans in any Letter of Credit issued before the Maturity Date. </P>
<P align=justify style="text-indent:5%">2.14.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Settlement Amongst Lenders</U>. </P>
<P align=justify style="text-indent:5%">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
amount of each Lender&#146;s Pro Rata Percentage under one or more
Subfacilit<U>i</U>es of outstanding Revolving Loans (including outstanding
Swingline Loans) under such Subfacility or Subfacilities shall be computed
weekly (or more frequently in the Administrative Agent&#146;s discretion) and shall
be adjusted upward or downward based on all Revolving Loans (including Swingline
Loans) and repayments of Revolving Loans (including Swingline Loans) under such
Subfacility or Subfacilities received by the Administrative Agent as of 12:00
p.m., Local Time, on the first Business Day (such date, the &#147;<U>Settlement
Date</U>&#148;) following the end of the period specified by the Administrative
Agent. </P>
<P align=justify style="text-indent:5%">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Administrative Agent shall deliver to each of the Lenders promptly after a
Settlement Date a summary statement of the amount of outstanding Revolving Loans
(including Swingline Loans) for the period and the amount of repayments received
for the period. As reflected on the summary statement, (i) the Administrative
Agent shall transfer to each Lender its applicable Pro Rata Percentage under the
applicable Subfacility or Subfacilities of repayments, and (ii) each Lender
shall transfer to the Administrative Agent (as provided below) or the
Administrative Agent shall transfer to each Lender, such amounts as are
necessary to insure that, after giving effect to all such transfers, the amount
of Revolving Loans made by each Lender with respect to Revolving Loans to the
Borrowers (including Swingline Loans) shall be equal to such Lender&#146;s applicable
Pro Rata Percentage under the applicable Subfacility or Subfacilities of
Revolving Loans (including Swingline Loans) outstanding under such Subfacility
or Subfacilities as of such Settlement Date. If the summary statement requires
transfers to be made to the Administrative Agent by the Lenders and is received
prior to 1:00 p.m., Local Time, on a Business Day, such transfers shall be made
in immediately available funds no later than 3:00 p.m., Local Time, that day;
and, if received after 1:00 p.m., Local Time, then no later than 11:00 a.m.,
Local Time, on the next Business Day. The obligation of each Lender
to transfer such funds is irrevocable, unconditional and without recourse to or
warranty by the Administrative Agent. If and to the extent any Lender shall not
have so made its transfer to the Administrative Agent, such Lender agrees to pay
to the Administrative Agent, forthwith on demand such amount, together with
interest thereon, for each day from the date such amount is made available to
such Borrower until the date such amount is repaid to the Administrative Agent,
for the first such day, the Federal Funds Rate (for Dollars) or the Bank of
Canada Overnight Rate (for Canadian Dollars) or a rate determined by the
Administrative Agent in accordance with banking industry rules on interbank
compensation (for other Alternative Currencies), and for each day thereafter,
the U.S. Base Rate (for amounts due under any U.S. Subfacility denominated in
Dollars), the Canadian Base Rate (for amounts due under the Canadian Subfacility
denominated in Dollars), the Canadian Prime Rate (for Canadian Dollars) or the
European Base Rate (for other Alternative Currencies) </P>
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<P align=justify style="text-indent:5%">2.15.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Revolving Commitment Increase</U>. </P>
<P align=justify style="text-indent:5%">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Subject
to the terms and conditions set forth herein, after the <STRIKE><FONT
color=#ff0000>Second</FONT></STRIKE><U><FONT color=#0000ff>Third</FONT></U>
Amendment Effective Date, the Company shall have the right to request, by
written notice to the Administrative Agent, an increase in the Revolving
Commitments under any Subfacility (<U><FONT color=#0000ff>other than the U.S.
Tranche B Subfacility) (</FONT></U>each, a &#147;<U>Revolving Commitment
Increase</U>&#148;) in an aggregate amount such that, after giving effect to any such
Revolving Commitment Increase, the aggregate principal amount of all then
outstanding Revolving Commitments does not exceed <strike><font color="#FF0000">$435,000,000</font><SUP><FONT
color=#ff0000>2</FONT></SUP></strike><U><FONT
color=#0000ff>430,000,000</FONT></U>; <U>provided</U> that (i) any Revolving
Commitment Increase shall be on the same terms (including the Maturity Date
under the applicable Subfacility) and pursuant to the documentation applicable
to the applicable Subfacility, except as set forth under the second sentence of
<U>Section 2.15(d)</U> and except with respect to any commitment, arrangement,
upfront or similar fees that may be agreed to among the Company and the Increase
Loan Lenders, (ii) any Revolving Commitment Increase shall be in a minimum
amount of $15,000,000 or, if less than $15,000,000 is available, the amount left
available; <STRIKE><FONT color=#ff0000>provided that increases in
</FONT></STRIKE><STRIKE><FONT color=#008000>U.S. Tranche B Revolving Commitments
</FONT></STRIKE><STRIKE><FONT color=#ff0000>under </FONT></STRIKE><STRIKE><FONT
color=#008000>the U.S. Tranche B </FONT></STRIKE><STRIKE><FONT
color=#ff0000>Subfacility shall be in a minimum amount of
$15,000,000,</FONT></STRIKE><U><FONT color=#0000ff>and</FONT></U> (iii) the
North American Minimum Requirement shall be met at all times<STRIKE><FONT
color=#ff0000>, and (iv) increases in </FONT></STRIKE><STRIKE><FONT
color=#008000>U.S. Tranche B Revolving Commitments </FONT></STRIKE><STRIKE><FONT
color=#ff0000>under the U.S. Tranche B Subfacility shall not exceed $20,000,000
in the aggregate</FONT></STRIKE>. </P>
<P align=justify style="text-indent:5%">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Each notice submitted pursuant to this <U>Section 2.15</U> (a &#147;<U>Revolving
Commitment Increase Notice</U>&#148;) requesting a Revolving Commitment Increase
shall specify (i) the amount of the increase in the Revolving Commitments being
requested and (ii) the Subfacility or Subfacilities under which such Revolving
Commitments are being requested to be increased. Upon receipt of a Revolving
Commitment Increase Notice, the Administrative Agent may (at the direction of
the Company) promptly notify the applicable Revolving Lenders and each such
Revolving Lender may (subject to the Company&#146;s consent, which consent the
Company may exercise in its sole discretion (it is understood that the Company
shall not be obligated to notify any existing Revolving Lender of any request
for a Revolving Credit Increase or consent to any existing Revolving Lender&#146;s
participation in any such Revolving Commitment Increase) have the right to elect
to have its Revolving Commitment increased by its Pro Rata Percentage under the
applicable Subfacility or Subfacilities (it being understood and agreed that (x)
a Lender may elect to have its Revolving Commitment increased in excess of its
Pro Rata Percentage under the applicable Subfacility or Subfacilities in its
discretion if any other Lender declines to participate in the Revolving
Commitment Increase and (y) the Company may elect to offer, or consent to, an
increase in the Revolving Commitments of any Lender on a basis that is less than
its Pro Rata Percentage under the applicable Subfacility or Subfacilities of
such Revolving Commitment Increase) of the requested increase in Revolving
Commitments; <U>provided</U> that (i) each Lender may elect or decline, in its
sole discretion, to have its Revolving Commitment increased in connection with any
requested Revolving Commitment Increase, it being understood that no Lender
shall be obligated to increase its Revolving Commitment unless it, in its sole
discretion, so agrees and, if a Lender fails to respond to any Revolving
Commitment Increase Notice within five (5) Business Days after such Lender&#146;s
receipt of such request, such Lender shall be deemed to have declined to
participate in such Revolving Commitment Increase; (ii) if any Lender declines
to participate in any Revolving Commitment Increase or the Company does not
consent to or request the participation of a Revolving Lender in any such
Revolving Commitment) and, as a result, commitments from additional financial
institutions are required in connection with the Revolving Commitment Increase,
any Person or Persons providing such commitment (such additional financial
institutions &#147;<U>Additional Lenders</U>&#148;) shall be subject to the written
consent of the Administrative Agent, the applicable Swingline Lenders and the
applicable Issuing Banks (in each case, such consent not to be unreasonably
withheld, conditioned or delayed) if such consent would be required under <U>Section 12.04</U> for an assignment of the commitments to such Additional
Lender; (iii) in no event shall a Defaulting Lender be entitled to participate
in such Revolving Commitment Increase; and (iv) no Issuing Bank or Swingline
Lender shall be required to act in such capacity under the Revolving Commitment
Increase without its prior written consent. In the event that any Lender or
other Person agrees to participate in any Revolving Commitment Increase (each an
&#147;<U>Increase Loan Lender</U>&#148;), such Revolving Commitment Increase shall become
effective on such date as shall be mutually agreed upon by the Increase Loan
Lenders and the Company, which date shall be as soon as practicable after the
date of receipt of the Revolving Commitment Increase Notice (such date, the
&#147;<U>Increase Date</U>&#148;); <U>provided</U> that the establishment of such
Revolving Commitment Increase shall be subject to the satisfaction of each of
the following conditions: (1) no Event of Default would exist after giving
effect thereto; (2) the Revolving Commitment Increase shall be effected pursuant
to one or more joinder agreements executed and delivered by the Company, the
Administrative Agent, and the Increase Loan Lenders, each of which shall be
reasonably satisfactory to the Company, the Administrative Agent, and the
Increase Loan Lenders; (3) the Borrowers shall execute and deliver or cause to
be executed and delivered to the Administrative Agent, to the extent required by
the Lenders and Additional Lenders providing such Revolving Commitment
Increases, customary closing certificates, legal opinions, good standing
certificates, resolutions and organizational documents of the type and form
delivered on the Closing Date; (4) the representations and warranties contained
in <U>Section 7</U> shall be true and correct in all material respects (or in
all respects to the extent that any representation or warranty is qualified by
materiality) as of the Increase Date (except to the extent such representations
and warranties specifically relate to an earlier date, in which case such
representations and warranties shall have been true and correct in all material
respects on and as of such earlier date); and (5) the Borrowers shall have paid
to the Administrative Agent and the Increase Loan Lenders all fees and expenses
required to be paid in connection with any such Revolving Commitment Increase to
the Administrative Agent and the Lenders providing such Revolving Commitment
Increase shall have been paid to the extent due and owing and, with respect to
expenses, to the extent invoices have been received no later than three Business
Days prior to the proposed Increase Date. </P>
<P align=justify>___________________________<STRIKE><SUP><FONT
color=#ff0000><BR>
  2</FONT></SUP></STRIKE><STRIKE><FONT color=#ff0000> Reduced by
the current FILO.</FONT></STRIKE> </P>
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<P align=justify style="text-indent:5%">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On
  the Increase Date, upon fulfillment of the conditions set forth in this
  <U>Section 2.15</U>, (i) the Administrative Agent shall effect a settlement of
  all outstanding Revolving Loans among the Lenders that will reflect the
  adjustments to the Revolving Commitments of the Lenders as a result of the
  Revolving Commitment Increase, (ii) the Administrative Agent shall notify the
  Lenders and Credit Parties of the occurrence of the Revolving Commitment
  Increase to be effected on the Increase Date, (iii) <U>Schedule 2.01</U> shall
  be deemed modified to reflect the revised Revolving Commitments of the affected
  Lenders and (iv) Notes will be issued, at the expense of the Borrowers, to any
  Lender participating in the Revolving Commitment Increase and requesting a Note.
</P>
<P align=justify style="text-indent:5%">(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Except
as described in <U>Section 2.15</U>, the terms and provisions of the Revolving
Commitment Increase shall be identical to the Revolving Loans and the Revolving
Commitments under the applicable Subfacility and, for purposes of this Agreement
and the other Credit Documents, all Revolving Loans made under the Revolving Commitment Increase
shall be deemed to be Revolving Loans. Without limiting the generality of the
foregoing, (i) the pricing applicable to the Revolving Commitment Increase
<STRIKE><font color=#ff0000>(x) not in the form of a first-in last-out facility </font></STRIKE>shall be on terms as agreed with the Increase Loan Lenders but
the Applicable Margins and the Ex-FILO Unused Line Fee Rate under the then
existing Revolving Commitment Increase shall be increased to be consistent with
that for such Revolving Commitment Increase<STRIKE><font color=#ff0000> and (y)
in the form of a first-in last-out facility shall be on terms as agreed with the
Increase Loan Lenders thereunder but shall not include any &#147;most favored nation&#148;
pricing provisions</font></STRIKE>, (ii) the Revolving Commitment Increase shall
share ratably in any mandatory prepayments of the Revolving Loans under the
applicable Subfacility, (iii) after giving effect to such Revolving Commitment
Increases, Revolving Commitments shall be reduced or increased (as applicable)
based on each Lender&#146;s Pro Rata Percentage under the applicable Subfacility or
Subfacilities and (iv) the Revolving Commitment Increase shall rank equal in
right of payment and security with and shall benefit from the same guarantees as
the existing Revolving Loans under the applicable Subfacility. Each joinder
agreement and any amendment to any Credit Document requested by the
Administrative Agent in connection with the establishment of the Revolving
Commitment Increase may, without the consent of any of the Lenders, effect such
amendments to this Agreement (an &#147;<U>Incremental Revolving Commitment
Agreement</U>&#148;) and the other Credit Documents as may be reasonably necessary or
appropriate, in the opinion of the Administrative Agent and the Company, to
effect the provisions of this <U>Section 2.15</U>. </P>
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<P align=justify style="text-indent:5%">2.16.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  <U>Borrower Representative</U>. Each Borrower hereby designates the Company as
  its representative and agent for all purposes under the Credit Documents,
  including requests for Revolving Loans and Letters of Credit, designation of
  interest rates, delivery or receipt of communications, preparation and delivery
  of Borrowing Base Certificates and financial reports, receipt and payment of
  Obligations, requests for waivers, amendments or other accommodations, actions
  under the Credit Documents (including in respect of compliance with covenants),
  and all other dealings with the Administrative Agent, the Issuing Banks or any
  Lender. The Company hereby accepts such appointment. The Administrative Agent
  and the Lenders shall be entitled to rely upon, and shall be fully protected in
  relying upon, any notice or communication (including any Notice of Borrowing)
  delivered by the Company on behalf of any Borrower. The Administrative Agent and
  the Lenders may give any notice or communication with a Borrower hereunder to
  the Company on behalf of such Borrower. Each of the Administrative Agent, the
  Issuing Banks and the Lenders shall have the right, in its discretion, to deal
  exclusively with the Company for any or all purposes under the Credit Documents.
  Each Borrower agrees that any notice, election, communication, representation,
  agreement or undertaking made on its behalf by the Lead Borrower shall be
binding upon and enforceable against it. </P>
<P align=justify style="text-indent:5%">2.17.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Overadvances</U>.
If (i) the Dollar Equivalent of the aggregate U.S. Tranche A Revolving Exposure
outstanding exceeds the U.S. Tranche A Line Cap, (ii) the Dollar Equivalent of
the aggregate Canadian Revolving Exposure outstanding exceeds the Canadian Line
Cap, (iii) the Dollar Equivalent of the aggregate Dutch Revolving Exposure
outstanding exceeds the Dutch Line Cap, (iv) the Dollar Equivalent of the
aggregate Ex-FILO Revolving Exposure outstanding exceeds the Line Cap or (v) the
Dollar Equivalent of the aggregate Revolving Exposure outstanding exceeds the
sum of the Line Cap and the U.S. Tranche B Subfacility Line Cap (each of the
foregoing clauses (i), (ii), (iii), (iv) and (v), an &#147;<U>Overadvance</U>&#148;), in
each case, at any time, the excess amount shall be payable by the applicable
Borrowers in accordance with <U>Section 2.09(b)(ii)</U>, but all such Ex-FILO
Revolving Exposure and the U.S. Tranche B Revolving Exposure shall nevertheless
constitute Obligations secured by the Collateral and entitled to all benefits of
the Credit Documents. The Administrative Agent may require Lenders to honor
requests for Overadvance Loans and to forbear from requiring the Borrowers to
cure an Overadvance, (a) when no other Event of Default is known to the
Administrative Agent, as long as (i) the Overadvance does not continue for more
than 30 consecutive days (and no Overadvance may exist for at least five
consecutive days thereafter before further Overadvance Loans are required), (ii)
the aggregate amount of all Overadvances and Protective Advances is not known by
the Administrative Agent to exceed 10% of the Line Cap or (b) when the Administrative Agent discovers an
Overadvance not previously known by it to exist, so long as from the date of
such discovery, the Overadvance (i) does not increase by more than $3,500,000,
and (ii) does not continue for more than 30 consecutive days. In no event shall
Overadvance Loans be required that would cause (i) the Dollar Equivalent of the
aggregate outstanding U.S. Tranche A Revolving Exposure to exceed the aggregate
U.S. Tranche A Revolving Commitments, (ii) the Dollar Equivalent of the
aggregate outstanding Canadian Revolving Exposure to exceed the aggregate
Canadian Revolving Commitments, (iii) the Dollar Equivalent of the aggregate
outstanding Dutch Revolving Exposure to exceed the aggregate Dutch Revolving
Commitments, or (iv) the Dollar Equivalent of the aggregate outstanding Ex-FILO
Revolving Exposure to exceed the aggregate Ex-FILO Revolving Commitments . The
making of any Overadvance shall not create nor constitute a Default or Event of
Default; it being understood that the making or continuance of an Overadvance
shall not constitute a waiver by the Administrative Agent or the Lenders of the
then existing Event of Default. In no event shall any Borrower or other Credit
Party be permitted to require any Overadvance Loan to be made. Required Lenders
may at any time revoke the Administrative Agent&#146;s authority to make further
Overadvance Loans by written notice to the Administrative Agent. Absent such
revocation, the Administrative Agent&#146;s determination that funding of an
Overadvance Loan is appropriate shall be conclusive. </P>
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<P align=justify style="text-indent:5%">2.18.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Protective
  Advances</U>. The Administrative Agent shall be authorized, in its discretion,
  following notice to and consultation with the Company, at any time, to make U.S.
  Base Rate Loans to the U.S. Borrowers under the U.S. Tranche A Subfacility (each
  such loan, a &#147;<U>U.S. Tranche A Protective Advance</U>&#148;), Canadian Prime Loans
  (through its Canada branch or Canadian lending office) to the Canadian Borrowers
  (each such Loan, a &#147;<U>Canadian Protective Advance</U>&#148;) and European Base Rate
  Loans (through its London branch or U.K. lending office) to the Dutch Borrowers
  (each such Loan, a &#147;<U>Dutch Protective Advance</U>&#148; and, together with the U.S.
  Tranche A Protective Advances and Canadian Protective Advances, &#147;the
  &#147;<U>Protective Advances</U>&#148;) (a) (i) in an aggregate amount, together with the
  aggregate amount of all Overadvance Loans under the Ex-FILO Subfacilities, not
  to exceed 10% of the Line Cap, (ii) in an aggregate amount, together with the
  aggregate amount of Overadvance Loans under the U.S. Tranche A Subfacility, not
  to exceed 10% of the Line Cap for the U.S. Tranche A Subfacility, (iii) in an
  aggregate amount, together with the aggregate amount of Overadvance Loans under
  the Canadian Subfacility, not to exceed 10% of the Line Cap for the Canadian
  Subfacility and (iv) in an aggregate amount, together with the aggregate amount
  of Overadvance Loans under the Dutch Subfacility, not to exceed 10% of the Line
  Cap for the Dutch Subfacility, if the Administrative Agent deems such Protective
  Advances necessary or desirable to preserve and protect the Collateral, or to
  enhance the collectability or repayment of the Obligations under such
  Subfacility; or (b) to pay any other amounts chargeable to Credit Parties under
  any Credit Documents, including costs, fees and expenses; <U>provided</U> that
  (i) the Dollar Equivalent of the aggregate amount of outstanding Protective
  Advances <U>plus</U> the Dollar Equivalent of the outstanding amount of Ex-FILO
  Revolving Exposure shall not exceed the aggregate Ex-FILO Revolving Commitments,
  (ii) the Dollar Equivalent of the aggregate amount of outstanding U.S. Tranche A
  Protective Advances <U>plus</U> the Dollar Equivalent of the outstanding amount
  of U.S. Tranche A Revolving Exposure shall not exceed the aggregate U.S. Tranche
  A Revolving Commitments, (iii) the Dollar Equivalent of the aggregate amount of
  outstanding Canadian Protective Advances <U>plus</U> the Dollar Equivalent of
  the outstanding amount of Canadian Revolving Exposure shall not exceed the
  aggregate Canadian Revolving Commitments and (iv) the Dollar Equivalent of the
  aggregate amount of outstanding Dutch Protective Advances <U>plus</U> the Dollar
  Equivalent of the outstanding amount of Dutch Revolving Exposure shall not
  exceed the aggregate Dutch Revolving Commitments. Each applicable Lender shall
  participate in each Protective Advance in accordance with its Pro Rata
  Percentage under the applicable Subfacility or Subfacilities. Required Lenders
  may at any time revoke the Administrative Agent&#146;s authority to make further
  Protective Advances under clause (a) by written notice to the Administrative
  Agent. Absent such revocation, the Administrative Agent&#146;s determination that
  funding of a Protective Advance is appropriate shall be conclusive. The
Administrative Agent may use the proceeds of such Protective Advances to (a) protect, insure, maintain or realize
upon any Collateral; or (b) defend or maintain the validity or priority of the
Collateral Agent&#146;s Liens on any Collateral, including any payment of a judgment,
insurance premium, warehouse charge, finishing or processing charge, or landlord
claim, or any discharge of a Lien. </P>
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<P align=justify style="text-indent:5%">2.19.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Extensions
of Revolving Loans and Revolving Commitments</U>. </P>
<P align=justify style="text-indent:5%">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Company may at any time and from time to time request that all or a portion of
the Ex-FILO Revolving Commitments of any Class (including in respect of any
Ex-FILO Subfacility, and, in each case, including any previously extended
Ex-FILO Revolving Commitments), existing at the time of such request (each, an
&#147;<U>Existing Revolving Commitment</U>&#148; and any related Ex-FILO Revolving Loans
under any such Class (including in respect of any Ex-FILO Subfacility),
&#147;Existing Revolving Loans&#148;; each Existing Revolving Commitment and related
Existing Revolving Loans together being referred to as an &#147;<U>Existing Revolving
Class</U>&#148;) be converted or exchanged to extend the termination date thereof and
the scheduled maturity date(s) of any payment of principal with respect to all
or a portion of any principal amount of Existing Revolving Loans related to such
Existing Revolving Commitments (any such Existing Revolving Commitments which
have been so extended, &#147;<U>Extended Revolving Commitments</U>&#148; and any related
Revolving Loans, &#147;<U>Extended Revolving Loans</U>&#148;) and to provide for other
terms consistent with this <U>Section 2.19</U>. Prior to entering into any
Extension Amendment with respect to any Extended Revolving Commitments, the
Company shall provide a notice to the Administrative Agent (who shall provide a
copy of such notice to each of the Lenders of the applicable Class (including in
respect of any Ex-FILO Subfacility) of Existing Revolving Commitments, with such
request offered equally to all Lenders of such Class (including in respect of
any Ex-FILO Subfacility)) (a &#147;<U>Extension Request</U>&#148;) setting forth the
proposed terms of the Extended Revolving Commitments to be established
thereunder, which terms shall be similar to those applicable to the Existing
Revolving Commitments from which they are to be extended (the &#147;<U>Specified
Existing Revolving Commitment Class</U>&#148;) except that (w) all or any of the
final maturity and/or termination dates of such Extended Revolving Commitments
may be delayed to later dates than the final maturity and/or termination dates
of the Existing Revolving Commitments of the Specified Existing Revolving
Commitment Class, (x)(A) the interest rates, interest margins, rate floors,
upfront fees, funding discounts, original issue discounts and prepayment terms
and premiums with respect to the Extended Revolving Commitments may be different
than those for the Existing Revolving Commitments of the Specified Existing
Revolving Commitment Class and/or (B) additional fees and/or premiums may be
payable to the Lenders providing such Extended Revolving Commitments in addition
to or in lieu of any of the items contemplated by the preceding clause (A) and
(y)(1) the Ex-FILO Unused Line Fee Rate with respect to the Extended Revolving
Commitments may be different than those for the Specified Existing Revolving
Commitment Class and (2) the Extension Amendment may provide for other covenants
and terms that apply to any period after the Latest Maturity Date;
<U>provided</U> that, notwithstanding anything to the contrary in this
<U>Section 2.19</U> or otherwise, (I) the borrowing and repayment (other than in
connection with a permanent repayment and termination of commitments) of the
Extended Revolving Loans under any Extended Revolving Commitments shall be made
on a pro rata basis with any borrowings and repayments of the Existing Revolving
Loans of the Specified Existing Revolving Commitment Class (the mechanics for
which may be implemented through the applicable Extension Amendment and may
include technical changes related to the borrowing and repayment procedures of
the Specified Existing Revolving Commitment Class) and (II) subject to the
applicable limitations set forth in <U>Section 2.07</U>, permanent repayments of
Extended Revolving Loans (and corresponding permanent reduction in the related
Extended Revolving Commitments) shall be permitted as may be agreed between the
Company and the Lenders thereof. No Lender shall have any obligation to agree to
have any of its Revolving Loans or Revolving Commitments of any Existing
Revolving Class converted or exchanged into Extended Revolving Loans or Extended
Revolving Commitments pursuant to any Extension Request. Any Extended Revolving
Commitments of any Extension Series shall constitute a separate Class of
Revolving Commitments from Existing Revolving Commitments of the Specified Existing Revolving Commitment Class and from any
other Existing Revolving Commitments (together with any other Extended Revolving
Commitments so established on such date). </P>
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<P align=justify style="text-indent:5%">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
  Company shall provide the applicable Extension Request to the Administrative
  Agent at least five (5) Business Days (or such shorter period as the
  Administrative Agent may determine in its reasonable discretion) prior to the
  date on which Lenders under the Existing Revolving Class are requested to
  respond, and shall agree to such procedures, if any, as may be established by,
  or acceptable to, the Administrative Agent, in each case acting reasonably, to
  accomplish the purpose of this <U>Section 2.19</U>. Any Lender (an &#147;<U>Extending
    Lender</U>&#148;) wishing to have all or a portion of its Ex-FILO Revolving
  Commitments (or any earlier Extended Revolving Commitments) of an Existing
  Revolving Class subject to such Extension Request converted or exchanged into
  Extended Revolving Commitments shall notify the Administrative Agent (an
  &#147;<U>Extension Election</U>&#148;) on or prior to the date specified in such Extension
  Request of the amount of its Ex-FILO Revolving Commitments (and/or any earlier
  Extended Revolving Commitments) which it has elected to convert or exchange into
  Extended Revolving Commitments (subject to any minimum denomination requirements
  imposed by the Administrative Agent). Any Lender that does not respond to the
  Extension Request on or prior to the date specified therein shall be deemed to
  have rejected such Extension Request. Each Lender under the Class of Existing
  Revolving Loans being extended shall have the opportunity to participate in such
  extension on the same terms as each other Lender under such Class of Existing
  Revolving Loans. In the event that the aggregate amount of Ex-FILO Revolving
  Commitments (and any earlier extended Extended Revolving Commitments) subject to
  Extension Elections exceeds the amount of Extended Revolving Commitments
  requested pursuant to the Extension Request, Ex-FILO Revolving Commitments or
  earlier extended Extended Revolving Commitments, as applicable, subject to
  Extension Elections shall be converted to or exchanged to Extended Revolving
  Commitments on a pro rata basis (subject to such rounding requirements as may be
  established by the Administrative Agent) based on the amount of Ex-FILO
  Revolving Commitments and earlier extended Extended Revolving Commitments
  included in each such Extension Election or as may be otherwise agreed to in the
  applicable Extension Amendment. Notwithstanding the conversion of any Existing
  Revolving Commitment into an Extended Revolving Commitment, unless expressly
  agreed by the holders of each affected Existing Revolving Commitment of the
  Specified Existing Revolving Commitment Class, such Extended Revolving
  Commitment shall not be treated more favorably than all Existing Revolving
  Commitments of the Specified Existing Revolving Commitment Class for purposes of
  the obligations of a Lender in respect of Swingline Loans and Letters of Credit,
  except that the applicable Extension Amendment may provide that the last day for
  making Swingline Loans and/or the last day for issuing Letters of Credit may be
  extended and the related obligations to make Swingline Loans and issue Letters
  of Credit may be continued (pursuant to mechanics to be specified in the
  applicable Extension Amendment) so long as the Swingline Lender and/or each
  Issuing Bank shall have consented to such extensions (it being understood that
  no consent of any other Lender shall be required in connection with any such
extension). </P>
<P align=justify style="text-indent:5%">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Extended
Revolving Commitments shall be established pursuant to an amendment (an
&#147;<U>Extension Amendment</U>&#148;) to this Agreement (notwithstanding anything to the
contrary set forth in <U>Section</U> <U>12.10</U>, shall not require the consent
of any Lender other than the Extending Lenders with respect to the Extended
Revolving Commitments established thereby), executed by the Credit Parties, the
Administrative Agent and the Extending Lenders. In connection with any Extension
Amendment, the Company shall deliver an opinion of counsel reasonably acceptable
to the Administrative Agent and addressed to the Administrative Agent and the
applicable Extending Lenders (i) as to the enforceability of such Extension
Amendment, this Agreement as amended thereby, and such of the other Credit
Documents (if any) as may be amended thereby and covering customary matters and
(ii) to the effect that such Extension Amendment, included the Extended
Revolving Loans and Extended Revolving Commitments provided for therein, does
not breach or result in a default under this Agreement. </P>
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<P align=justify style="text-indent:5%">(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Notwithstanding anything to the contrary contained in this Agreement, (i) on any
date on which any Class of Existing Revolving Commitments is converted or
exchanged to extend the related scheduled maturity or termination date(s) in
accordance with paragraph (a) above (an &#147;<U>Extension Date</U>&#148;), the aggregate
principal amount of such Existing Revolving Commitments shall be deemed reduced
by an amount equal to the aggregate principal amount of Extended Revolving
Commitments so converted or exchanged by such Lender on such date (or by any
greater amount as may be agreed by the Company and such Lender), and such
Extended Revolving Commitments shall be established as a separate Class of
Revolving commitments from the Specified Existing Revolving Commitment Class and
from any other Existing Revolving Commitments (together with any other Extended
Revolving Commitments so established on such date) and (ii) if, on any Extension
Date, any Existing Revolving Loans of any Extending Lender are outstanding under
the Specified Existing Revolving Commitment Class, such Existing Revolving Loans
(and any related participations) shall be deemed to be converted or exchanged to
Extended Revolving Loans (and related participations) of the applicable Class in
the same proportion as such Extending Lender&#146;s Specified Existing Revolving
Commitments to Extended Revolving Commitments of such Class. </P>
<P align=justify style="text-indent:5%">(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
the event that the Administrative Agent determines in its sole discretion that
the allocation of the Extended Revolving Commitments of a given Class to a given
Lender was incorrectly determined as a result of manifest administrative error
in the receipt and processing of an Extension Election timely submitted by such
Lender in accordance with the procedures set forth in the applicable Extension
Amendment, then the Administrative Agent, the Company and such affected Lender
may (and hereby are authorized to), in their sole discretion and without the
consent of any other Lender, enter into an amendment to this Agreement and the
other Credit Documents (each, a &#147;<U>Corrective Extension Amendment</U>&#148;) within
15 days following the effective date of such Extension Amendment, as the case
may be, which Corrective Extension Amendment shall (i) provide for the
conversion or exchange and extension of Existing Revolving Commitments (and
related Revolving Exposure), as the case may be, in such amount as is required
to cause such Lender to hold Extended Revolving Commitments (and related
Revolving Exposure) of the applicable Extension Series into which such other
commitments were initially converted or exchanged, as the case may be, in the
amount such Lender would have held had such administrative error not occurred
and had such Lender received the minimum allocation of the applicable Loans or
Commitments to which it was entitled under the terms of such Extension
Amendment, in the absence of such error, and (ii) be subject to the satisfaction
of such conditions as the Administrative Agent, the Company and such Lender may
agree. </P>
<P align=justify style="text-indent:5%">(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No
conversion or exchange of Loans or Commitments pursuant to any Extension
Amendment in accordance with this <U>Section 2.19</U> shall constitute a
voluntary or mandatory payment or prepayment for purposes of this Agreement.
</P>
<P align=justify style="text-indent:5%">2.20.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Adjustment of Revolver Commitments</U>. </P>
<P align=justify style="text-indent:5%">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Company may, by written notice to the Administrative Agent, request that the
Administrative Agent and the Lenders increase or decrease any Ex-FILO
Subfacility (a &#147;<U>Revolver Commitment Adjustment</U>&#148;), which request shall be
granted by each Lender electing to participate in such Revolver Commitment
Adjustment (subject to the last sentence of this clause (a)) provided that each
of the following conditions are satisfied: (i) no more than four Revolver
Commitment Adjustments may be made in any fiscal year, (ii) the written request
for a Revolver Commitment Adjustment must be received by the Administrative
Agent at least five (5) Business Days (or such shorter period of time as may be
reasonably agreed to by the Administrative Agent) prior to the requested date
(which shall be a Business Day) of the effectiveness of such Revolver Commitment
Adjustment (such date of effectiveness, the &#147;<U>Commitment Adjustment
Date</U>&#148;), (iii) no Default or Event of Default shall have occurred and be
continuing as of the date of such request or both immediately before and after
giving effect thereto as of the Commitment Adjustment Date, (iv) any increase in any
Ex-FILO Subfacility shall result in a Dollar-for-Dollar decrease in one or more
other Ex-FILO Subfacilities pursuant to this <U>Section 2.20</U>, and any
decrease in the any Ex-FILO Subfacility pursuant to this <U>Section 2.20</U> shall result in a Dollar-for-Dollar increase in one or more other Ex-FILO
Subfacilities, (v) the North American Minimum Requirement shall be met at such
time, (vi) no Revolver Commitment Adjustment shall be permitted if, after giving
effect thereto, an Overadvance would exist as determined according to the
Borrowing Base Certificate delivered pursuant to clause (ii), and (viii) the
Administrative Agent shall have received a certificate of the Company dated as
of the Commitment Adjustment Date certifying the satisfaction of all such
conditions (including calculations thereof in reasonable detail) and otherwise
in form and substance reasonably satisfactory to the Administrative Agent. Any
such Revolver Commitment Adjustment shall be in an amount equal to $5,000,000 or
a multiple of $1,000,000 in excess thereof and shall concurrently increase or
reduce, as applicable, the aggregate Ex-FILO Revolving Commitments available for
use under each Ex-FILO Subfacility on a basis allocated by the Administrative
Agent following discussion with each Lender as to their desire to participate in
such Revolver Commitment Adjustment (which allocation may vary from each such
Lender&#146;s Pro Rata Percentage under the applicable Subfacility or Subfacilities
of the amount to be reallocated). Notwithstanding the foregoing, (i) each Lender
may elect or decline, in its sole discretion, to have its Ex-FILO Revolving
Commitment reallocated in connection with any requested Revolver Commitment
Adjustment, it being understood that no Lender shall be obligated to reallocate
its Ex-FILO Revolving Commitment unless it, in its sole discretion, so agrees
and, if a Lender fails to respond to any request for a Revolver Commitment
Adjustment within five (5) Business Days after such Lender&#146;s receipt of such
request, such Lender shall be deemed to have declined to participate in such
Revolver Commitment Adjustment and (ii) in no event shall a Lender&#146;s aggregate
Commitment with respect to the Ex-FILO Subfacilities be reduced without its
explicit consent. </P>
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<P align=justify style="text-indent:5%">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
  Administrative Agent shall promptly inform the Lenders of any request for a
  Revolver Commitment Adjustment made by the Company. If the conditions set forth
  in clause (a) above are not satisfied on the applicable Commitment Adjustment
  Date (or, to the extent such conditions relate to an earlier date, such earlier
  date), the Administrative Agent shall notify the Company in writing that the
  requested Revolver Commitment Adjustment will not be effectuated;
  <U>provided</U>, <U>however</U>, that the Administrative Agent shall in all
  cases be entitled to rely (without liability) on the certificate delivered by
  the Company pursuant to clause (a)(viii) immediately above in making its
  determination as to the satisfaction of such conditions. On each Commitment
  Adjustment Date, the Administrative Agent shall notify the Lenders and the
  Company, on or before 2:00 p.m. (Local Time), by e-mail, of the occurrence of
  the Revolver Commitment Adjustment to be effected on such Commitment Adjustment
  Date, the amount of Ex-FILO Revolving Loans held by each Lender as a result
  thereof, the amount of the Ex-FILO Revolving Commitment of each Lender available
  for use under each Ex-FILO Subfacility and the percentage of each Ex-FILO
  Revolving Loan that each participant must purchase a participation interest in
as a result thereof. </P>
<P align=justify style="text-indent:5%">2.21.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Subsidiary
Borrowers</U>. </P>
<P align=justify style="text-indent:5%">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The Company may at any time, upon not less than 5 Business Days&#146; notice from the
Company to the Administrative Agent (or such shorter period as may be reasonably
agreed by the Administrative Agent), designate any one or more Domestic
Subsidiaries, Canadian Subsidiaries or Dutch Subsidiaries of the Company that
have assets of the type eligible for inclusion in the applicable Borrowing Base
(an &#147;<U>Applicant Borrower</U>&#148;) as a U.S. Borrower, Canadian Borrower or Dutch
Borrower, respectively, to receive Loans hereunder by delivering to the
Administrative Agent (which shall promptly deliver counterparts thereof to each
Lender) a duly executed notice and agreement in substantially the form of
<U>Exhibit K</U> or such other form as may be agreed by the Company and the
Administrative Agent (acting reasonably) (a &#147;<U>Borrower Designation Request and
Assumption Agreement</U>&#148;). The parties hereto acknowledge and agree that prior
to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein the Administrative Agent and the
Lenders shall have received such supporting resolutions, constitutional
documents, incumbency certificates, opinions of counsel, other documents
required to be delivered pursuant to the Collateral and Guarantee Requirement,
valuations and other documents, instruments or information (including any
&#147;know-your-customer&#148; information reasonably requested by the Administrative
Agent or any Lender (through the Administrative Agent)), in each case similar in
scope and substance to the same type of documents delivered on the Closing Date,
as may be required by the Administrative Agent or the Required Lenders, and
Notes signed by such new Borrowers to the extent any Lenders so require. If the
Administrative Agent agrees that an Applicant Borrower shall have satisfied all
of the requirements of this <U>Section 2.21</U> and, therefore, be entitled to
receive Loans hereunder, then promptly following receipt of all such requested
resolutions, incumbency certificates, other documents required to be delivered
pursuant to the Collateral and Guarantee Requirement, opinions of counsel and
other documents, instruments or information, the Administrative Agent shall send
a notice in substantially the form of <U>Exhibit K</U> (a &#147;<U>Borrower
Designation Notice</U>&#148;) to the Company and the Lenders specifying the effective
date upon which the Applicant Borrower shall constitute a U.S. Borrower, if the
Applicant Borrower is a Domestic Subsidiary, a Canadian Borrower, if the
Applicant Borrower is a Canadian Subsidiary, or a Dutch Borrower, if the
Applicant Borrower is a Dutch Subsidiary, for purposes hereof, whereupon each of
the Lenders agrees to permit such Applicant Borrower to become a Borrower for
all purposes of this Agreement (including to receive Loans hereunder, on the
terms and conditions set forth herein); <U>provided</U> that no Notice of
Borrowing may be submitted by or on behalf of such Applicant Borrower until one
Business Day after such effective date. </P>
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<P align=justify style="text-indent:5%">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
  Company may from time to time, upon not less than 5 Business Days&#146; notice from
  the Company to the Administrative Agent (or such shorter period as may be
  reasonably agreed by the Administrative Agent), terminate any Domestic
  Subsidiary's, Canadian Subsidiary&#146;s or Dutch Subsidiary&#146;s status as a Borrower;
  <U>provided</U> that there are no outstanding Revolving Loans or LC Obligations
  payable by such Borrower or other amounts payable by such Borrower on account of
  any Credit Extensions made to it, as of the effective date of such termination
  (unless such Loans and other Obligations have been assumed by another Borrower).
  Following the termination of any Subsidiary&#146;s status as a Borrower hereunder,
  such Subsidiary shall, subject to the Collateral and Guarantee Requirement,
  remain a Subsidiary Guarantor and shall remain subject to the terms of this
  Agreement. The Administrative Agent will promptly notify the Lenders of any such
termination of a Borrower&#146;s status.</P>
<P align=justify style="text-indent:5%">2.22.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Reserves</U>.
</P>
<P align=justify style="text-indent:5%">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Administrative Agent may at any time and from time to time in the exercise of
its Permitted Discretion establish and increase or decrease Reserves;
<U>provided</U> that, as a condition to the establishment of any new category of
Reserves, or any increase in Reserves resulting from a change in the manner of
determination thereof, any Required Reserve Notice shall have been given to the
Company. The amount of any Reserve established or modified by the Administrative
Agent shall have a reasonable relationship to circumstances, conditions, events
or contingencies that are the basis for such Reserve, as reasonably determined,
without duplication, by the Administrative Agent; <U>provided</U> that
circumstances, conditions, events or contingencies existing or arising prior to
the Closing Date and, in each case, disclosed in writing in any Field
Examination or Appraisal delivered to the Administrative Agent in connection
herewith or otherwise known to the Administrative Agent prior to the Closing
Date shall not be the basis for any establishment of any Reserves after the
Closing Date, unless (x) such circumstances, conditions, events or contingencies
shall have changed in a material respect since the Closing Date or (y) the
Administrative Agent has identified, or been made aware of, such circumstances,
conditions, events or contingencies prior to the Closing Date and advised the
Company that a future Reserve may be taken therefor. </P>
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<P align=justify style="text-indent:5%">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Upon delivery of such notice, the Administrative Agent shall be available to
discuss the proposed Reserve or increase, and the Company may take such action
as may be required so that the event, condition or matter that is the basis for
such Reserve or increase no longer exists, in a manner and to the extent
reasonably satisfactory to the Administrative Agent in the exercise of its
Permitted Discretion. In no event shall such notice and opportunity limit the
right of the Administrative Agent to establish or change such Reserve, unless
the Administrative Agent shall have determined in its Permitted Discretion that
the event, condition or other matter that is the basis for such new Reserve or
such change no longer exists or has otherwise been adequately addressed by the
Credit Parties. Notwithstanding anything herein to the contrary, Reserves shall
not duplicate eligibility criteria contained in the definition of the term
&#147;Eligible Accounts&#148;, &#147;Eligible Equipment&#148;, &#147;Eligible Fee-Owned Real Estate&#148;,
&#147;Eligible In Transit Inventory&#148;, &#147;Eligible Insured and Letter of Credit Backed
Account&#148; or &#147;Eligible Inventory&#148; and vice versa, or reserves or criteria
deducted in computing the Cost or Fair Market Value or the Outstanding Balance
or the Net Orderly Liquidation Value of any Eligible Account, Eligible
Equipment, Eligible Fee-Owned Real Estate, Eligible In-Transit Inventory,
Eligible Insured and Letter of Credit Backed Account or Eligible Inventory, as
the case may be, and vice versa. </P>
<P align=justify style="text-indent:5%">Section
3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Yield Protection, Illegality and
Replacement of Lenders</U>. </P>
<P align=justify style="text-indent:5%">3.01.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Increased Costs, Illegality, etc</U>. </P>
<P align=justify style="text-indent:5%">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
the event that (x) in the case of clause (i) below, the Administrative Agent, or
(y), in the case of clauses (ii) and (iii) below, any Lender, shall have
determined (which determination shall, absent demonstrable error, be final and
conclusive and binding upon all parties hereto: </P>
<P align=justify style="margin-left:5%;text-indent:5%">(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
on any Rate Determination Date that, by reason of any changes arising after the
Closing Date affecting the interbank Eurodollar market or Canadian interbank
market, adequate and fair means do not exist for ascertaining the applicable
interest rate on the basis provided for in the definition of the term
&#147;Eurocurrency Rate&#148; or &#147;Canadian B/A Rate&#148;; </P>
<P align=justify style="margin-left:5%;text-indent:5%">(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;at
any time, that such Lender shall incur increased costs or reductions in the
amounts received or receivable hereunder with respect to any Eurocurrency Rate
Loan or B/A Equivalent Loan because of any change since the Closing Date in any
Requirements of Law (whether or not having the force of a law) or in the
official interpretation or administration thereof and including the introduction
of any new Requirements of Law, official guideline or request, such as, but not
limited to: (A) any Tax imposed on any Lender (except Indemnified Taxes or Other
Taxes indemnifiable under <U>Section 4.01</U> or any Excluded Taxes) or (B) a
change in official reserve requirements, but, in all events, excluding reserves
required under Regulation D to the extent included in the computation of the
Eurocurrency Rate or Canadian B/A Rate, as applicable; or </P>
<P align=justify style="margin-left:5%;text-indent:5%">(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;at
any time, that the making or continuance of any Eurocurrency Rate Loan or B/A
Equivalent Loans has been made (x) unlawful by any Requirement of Law, (y)
impossible by compliance by any Lender, in good faith with any governmental
request (whether or not having force of a Requirement of Law) or (z)
impracticable as a result of a contingency occurring after the Closing Date
which materially and adversely affects the London interbank market for such
Eurocurrency Rate Loan or the Canadian interbank market; </P>
<P align=justify>then, and in any such event, such Lender (or the Administrative
Agent, in the case of clause (i) above) shall promptly give notice in writing to
the Company and, except in the case of clause (i) above, to the Administrative
Agent of such determination (which notice to the Administrative Agent shall
promptly transmit to each of the other Lenders). Thereafter (x) in the case of
clause (i) above, Eurocurrency Rate Loans or B/A Equivalent Loans shall no longer be available
until such time as the circumstances giving rise to such notice by the
Administrative Agent no longer exist, and any Notice of Borrowing or Notice of
Conversion/Continuation given by the Relevant Borrower with respect to
Eurocurrency Rate Loans or B/A Equivalent Loans which have not yet been incurred
(including by way of conversion) shall be deemed rescinded by the applicable
Borrowers, (y) in the case of clause (ii) above, each Borrower, jointly and
severally, agrees to pay, as applicable, to such Lender, upon such Lender&#146;s
written request therefor, such additional amounts (in the form of an increased
rate of, or a different method of calculating, interest or otherwise as such
Lender in its sole discretion shall determine) as shall be required to
compensate such Lender for such increased costs or reductions in amounts
received or receivable hereunder (a written notice setting forth the additional
amounts owed to such Lender, showing in reasonable detail the basis for the
calculation thereof, shall be submitted to the Company by such Lender and shall,
absent demonstrable error, be final and conclusive and binding on all the
parties hereto), (z) in the case of clause (iii) above, the Borrowers shall take
one of the actions specified in <U>Section 3.01(b)</U> as promptly as possible
and, in any event, within the time period required by a Requirement of Law. </P>
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<P align=justify style="text-indent:5%">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;At
  any time that any Eurocurrency Rate Loan or B/A Equivalent Loan is affected by
  the circumstances described in <U>Section 3.01(a)(ii)</U>, the Relevant Borrower
  may, and in the case of a Eurocurrency Rate Loan or a B/A Equivalent Loan
  affected by the circumstances described in <U>Section 3.01(a)(iii)</U>, the
  Relevant Borrower shall either (x) if the affected Eurocurrency Rate Loan or B/A
  Equivalent Loan is then being made initially or pursuant to a conversion, cancel
  such Borrowing by giving the Administrative Agent written notice on the same
  date that the Relevant Borrower was notified by the affected Lender or the
  Administrative Agent pursuant to <U>Section 3.01(a)(ii)</U> or <U>(iii)</U> or
  (y) if the affected Eurocurrency Rate Loan or B/A Equivalent Loan is then
  outstanding, upon at least three Business Days&#146; written notice to the
  Administrative Agent, require the affected Lender to convert such Eurocurrency
  Rate Loan into the applicable Base Rate Loan, or such B/A Equivalent Loan into a
  Canadian Prime Loan at the end of the applicable Interest Period or Contract
  Period, or such earlier date as may be required by applicable Requirement of
  Law, <U>provided</U> that if more than one Lender is affected at any time, then
  all affected Lenders must be treated the same pursuant to this <U>Section
3.01(b)</U>. </P>
<P align=justify style="text-indent:5%">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
If any Lender determines that after the Closing Date the introduction of or any
change in any applicable Requirement of Law, guideline, directive or request
(whether or not having the force of a law) concerning capital adequacy or
liquidity, or any change in interpretation or administration thereof by the NAIC
or any Governmental Authority, central bank or comparable agency, will have the
effect of increasing the amount of capital or liquidity required or expected to
be maintained by such Lender or any corporation controlling such Lender based on
the existence of such Lender&#146;s Commitments hereunder or its obligations
hereunder, then, each Borrower, jointly and severally, agrees to pay to such
Lender, upon its written demand therefor, such additional amounts as shall be
required to compensate such Lender or such other corporation for the increased
cost to such Lender or such other corporation or the reduction in the rate of
return to such Lender or such other corporation as a result of such increase of
capital or liquidity. In determining such additional amounts, each Lender will
act reasonably and in good faith and will use averaging and attribution methods
which are reasonable, <U>provided</U> that such Lender&#146;s determination of
compensation owing under this <U>Section 3.01(c)</U> shall, absent demonstrable
error, be final and conclusive and binding on all the parties hereto. Each
Lender, upon determining that any additional amounts will be payable pursuant to
this <U>Section 3.01(c)</U>, will give prompt written notice thereof to the
Company, which notice shall show in reasonable detail the basis for calculation
of such additional amounts. </P>
<P align=justify style="text-indent:5%">(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Notwithstanding anything in this Agreement to the contrary, (x) the Dodd-Frank
Wall Street Reform and Consumer Protection Act and all requests, rules,
guidelines or directives thereunder or issued in connection therewith and (y)
all requests, rules, guidelines or directives promulgated by the Bank for
International Settlements, the Basel Committee on Banking Supervision (or any
successor or similar authority) or the United States regulatory authorities,
in each case pursuant to Basel III ((x) and (y) collectively referred to as
&#147;<U>Dodd-Frank and Basel III</U>&#148;), shall be deemed to be a change after the
Closing Date in a Requirement of Law or government rule, regulation or order,
regardless of the date enacted, adopted, issued or implemented (including for
purposes of this <U>Section 3.01</U>); <U>provided</U>, <U>however</U>, that no
Lender or Issuing Bank shall be entitled to seek compensation under this <U>Section 3.01</U> based on the occurrence of a change in a Requirement of Law
arising solely from Dodd-Frank and Basel III, unless such Lender or Issuing Bank
is generally seeking compensation from other borrowers in the asset-based
lending market with respect to its similarly affected commitments, loans and/or
participations under agreements with such borrowers having provisions similar to
this <U>Section 3.01</U>. </P>
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<P align=justify style="text-indent:5%">(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  Notwithstanding anything in this Agreement to the contrary, the Borrower shall
  not be required to compensate a Lender or Issuing Bank pursuant to this Section
  (i) for any increased costs incurred or reductions suffered more than 180 days
  prior to the date that such Lender or Issuing Bank, as the case may be, notifies
  the Borrower of such Lender&#146;s or Issuing Bank&#146;s intention to claim compensation
  under this <U>Section 3.01</U>; <U>provided</U>, <U>however</U>, that, if the
  introduction or change referred to in <U>Section 3.01(a)(ii)</U> or
  <U>3.01(c)</U> giving rise to such increased costs or reductions is retroactive,
  then the 180-day period referred to above shall be extended to include the
  period of retroactive effect thereof; or (ii) such Lender or Issuing Banks is
  not charging such costs or reduced return to its borrowers generally with
respect to which it has the right to charge such costs. </P>
<P align=justify style="text-indent:5%">3.02.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Compensation</U>. Each Borrower, jointly and severally, agrees to compensate
each Revolving Lender, upon its written request (which request shall set forth
in reasonable detail the basis for requesting such compensation and the
calculation of the amount of such compensation), for all losses, expenses and
liabilities (including, without limitation, any loss, expense or liability
incurred by reason of the liquidation or reemployment of deposits or other funds
required by such Lender to fund its Eurocurrency Rate Loans or B/A Equivalent
Loans but excluding loss of the Applicable Margin or other anticipated profits)
which such Lender may sustain: (i) if for any reason (other than a default by
such Lender or the Administrative Agent) a Borrowing of, or conversion from or
into, Eurocurrency Rate Loans or B/A Equivalent Loans does not occur on a date
specified therefor in a Notice of Borrowing or Notice of Conversion/Continuation
(whether or not withdrawn by the applicable Borrower or deemed withdrawn
pursuant to <U>Section 3.01(a)</U>); (ii) if any prepayment or repayment
(including any termination or reduction of Commitments made pursuant to
<U>Section 2.07</U> or as a result of an acceleration of the Loans pursuant to
<U>Section 10</U>) or conversion of any of its Eurocurrency Rate Loans or B/A
Equivalent Loans occurs on a date which is not the last day of an Interest
Period or Contract Period with respect thereto (including as a result of the
notice of prepayment, termination or reduction, as applicable, being revoked by
the Relevant Borrower); (iii) if any prepayment of any Eurocurrency Rate Loans
or B/A Equivalent Loans is not made on any date specified in a notice of
termination or reduction given by the Company (including as a result of such
notice of termination or reduction being revoked by the Relevant Borrower); (iv)
if any Borrower shall fail to make a payment of any Loan or drawing under any
Letter of Credit (or interest due thereon) denominated in Canadian Dollars on
its scheduled due date or any payment thereof in a different currency or (v) as
a consequence of (x) any other default by any Borrower to repay its Eurocurrency
Rate Loans or B/A Equivalent Loans when required by the terms of this Agreement
or any Note held by such Lender or (y) any election made pursuant to <U>Section
3.01(b)</U>. </P>
<P align=justify style="text-indent:5%">3.03.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Change
of Lending Office</U>. Each Lender agrees that on the occurrence of any event
giving rise to the operation of <U>Section 3.01(a)(ii)</U> or <U>(iii)</U>,
<U>Section 3.01(c)</U> or <U>Section 4.01</U> with respect to such Lender, it
will, if requested by the Company, use reasonable efforts (subject to overall
policy considerations of such Lender) to designate another lending office for
any Loans affected by such event; <U>provided</U> that such designation is made
on such terms that such Lender and its lending office suffer no economic, legal
or regulatory disadvantage, with the object of avoiding the consequence of the
event giving rise to the operation of such Section. Nothing in this
<U>Section 3.03</U> shall affect or postpone any of the obligations of the
Borrowers or the right of any Lender provided in <U>Sections 3.01</U> and <U>4.01</U>. </P>
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<P align=justify style="text-indent:5%">3.04.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Replacement
  of Lenders</U>. (x) If any Lender becomes a Defaulting Lender, (y) upon the
  occurrence of an event giving rise to the operation of <U>Section
    3.01(a)(ii)</U> or <U>(iii)</U>, <U>Section 3.01(c)</U> or <U>Section</U>
  <U>4.01</U> with respect to such Lender or (z) in the case of a refusal by a
  Lender to consent to certain proposed changes, waivers, discharges or
  terminations with respect to this Agreement which have been approved by the
  Required Lenders as (and to the extent) provided in <U>Section 12.10(b)</U>, the
  Company shall have the right, if no Event of Default then exists (or, in the
  case of preceding clause (z), will exist immediately after giving effect to such
  replacement), to replace such Lender (the &#147;<U>Replaced Lender</U>&#148;) with one or
  more other Eligible Assignees, none of whom shall constitute a Defaulting Lender
  at the time of such replacement (collectively, the &#147;<U>Replacement Lender</U>&#148;)
  and each of whom shall be required to be reasonably acceptable to the
  Administrative Agent (to the extent the Administrative Agent&#146;s consent would be
  required for an assignment to such Replacement Lender pursuant to <U>Section
    12.04</U>); <U>provided</U> that (i) at the time of any replacement pursuant to
  this <U>Section 3.04</U>, the Replacement Lender shall enter into one or more
  Assignment and Assumption Agreements pursuant to <U>Section 12.04(b</U>) (and
  with all fees payable pursuant to <U>Section 12.04(c)</U> to be paid by the
  Replacement Lender and/or the Replaced Lender (as may be agreed to at such time
  by and among the Company, the Replacement Lender and the Replaced Lender))
  pursuant to which the Replacement Lender shall acquire all of the Commitments
  and outstanding Loans of, the Replaced Lender and, in connection therewith,
  shall pay to (x) the Replaced Lender in respect thereof an amount equal to the
  sum of (I) an amount equal to the principal of, and all accrued interest on, all
  outstanding Loans of the respective Replaced Lender and (II) an amount equal to
  all accrued, but theretofore unpaid, fees owing to the Replaced Lender pursuant
  to <U>Section 2.05</U> and (ii) all obligations of each Borrower due and owing
  to the Replaced Lender at such time (other than those specifically described in
  clause (i) above in respect of which the assignment purchase price has been, or
  is concurrently being, paid) shall be paid in full to such Replaced Lender
  concurrently with such replacement. Upon receipt by the Replaced Lender of all
  amounts required to be paid to it pursuant to this <U>Section 3.04</U>, the
  Administrative Agent shall be entitled (but not obligated) and authorized to
  execute an Assignment and Assumption Agreement on behalf of such Replaced
  Lender, and any such Assignment and Assumption Agreement so executed by the
  Administrative Agent and the Replacement Lender shall be effective for purposes
  of this <U>Section 3.04</U> and <U>Section 12.04</U>. Upon the execution of the
  respective Assignment and Assumption Agreement, the payment of amounts referred
  to in clauses (i) and (ii) above, recordation of the assignment on the register
  pursuant to <U>Section 12.04(e)</U> and, if so requested by the Replacement
  Lender, delivery to the Replacement Lender of the appropriate Note or Notes
  executed by the applicable Borrower, (x) the Replacement Lender shall become a
  Lender hereunder and the Replaced Lender shall cease to constitute a Lender
  hereunder, except with respect to indemnification provisions under this
  Agreement (including, without limitation, <U>Sections 3.01</U>, <U>3.02</U>,
  <U>4.01</U>, <U>11.07</U> and <U>12.01</U>), which shall survive as to such
  Replaced Lender. In connection with any replacement of Lenders pursuant to, and
  as contemplated by, this <U>Section 3.04</U>, each Borrower hereby irrevocably
  authorizes the Company to take all necessary action, in the name of such
  Borrower, as described above in this <U>Section 3.04</U> in order to effect the
  replacement of the respective Lender or Lenders in accordance with the preceding
provisions of this <U>Section 3.04</U>. </P>
<P align=justify style="text-indent:5%">Section
4&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Taxes</U>. </P>
<P align=justify style="text-indent:5%">4.01.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Net
Payments</U>. </P>
<P align=justify style="text-indent:5%">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All
payments made by or on account of any Credit Party under any Credit Document
shall be made free and clear of, and without deduction or withholding for, any
Taxes, except as required by applicable Requirements of Law. If any Taxes are
required by applicable Requirements of Law to be withheld or deducted by any
applicable withholding agent from such payments, (i) to the extent such deduction or withholding is on account of an Indemnified Tax or
Other Tax, the sum payable shall be increased by the applicable Credit Party as
necessary so that after all required deductions or withholdings (including
deductions or withholdings applicable to additional sums payable under this
Section 4.01) have been made, the Lender (or the Administrative Agent if the
Administrative Agent receives the payment for its own account) receives an
amount equal to the sum it would have received had no such deductions or
withholdings been made, (ii) the applicable withholding agent will make such
deductions or withholdings, and (iii) the applicable withholding agent shall
timely pay the full amount deducted or withheld to the relevant Governmental
Authority. In addition, the Credit Parties shall timely pay any Other Taxes to
the relevant Governmental Authority in accordance with applicable Requirements
of Law. As soon as practicable after the payment of any Indemnified Taxes or
Other Taxes described in this Section<U> 4.01</U> by the Credit Parties, the
Credit Parties will furnish to the Administrative Agent certified copies of tax
receipts evidencing such payment by the applicable Credit Party or other
evidence of such payment reasonably satisfactory to the Administrative Agent .
The Credit Parties jointly and severally agree, to indemnify and hold harmless
the Administrative Agent and each Lender, and reimburse the Administrative Agent
and each Lender, within 10 days of written request therefor, for the amount of
any Indemnified Taxes or Other Taxes payable or paid by the Administrative Agent
or such Lender or required to be withheld or deducted in respect of any payment
to the Administrative Agent or such Lender under any Credit Document, and any
Other Taxes (including any Indemnified Taxes and Other Taxes imposed on or
attributable to amounts payable under this <U>Section 4.01</U>), and any
reasonable out-of-pocket expenses arising therefrom or with respect thereto,
whether or not such Indemnified Taxes or Other Taxes were correctly or legally
imposed or asserted by the relevant Governmental Authority. A certificate as to
the amount of such payment or liability prepared in good faith and delivered by
such Administrative Agent or Lender (or by the Administrative Agent on behalf of
a Lender) shall be conclusive absent manifest error. </P>
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<P align=justify style="text-indent:5%">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any
  Lender that is entitled to an exemption from or reduction of withholding Tax
  with respect to payments made under any Credit Document shall deliver to the
  applicable Borrowers and the Administrative Agent, at the time or times
  reasonably requested by the Borrowers or the Administrative Agent, such properly
  completed and executed documentation reasonably requested by the Borrowers or
  the Administrative Agent, certifying as to any entitlement of such Lender to an
  exemption from, or a reduced rate of, withholding Tax. In addition, each Lender
  shall deliver to the applicable Borrowers and the Administrative Agent, at the
  time or times reasonably requested by the Borrowers or the Administrative Agent,
  such other documentation prescribed by applicable Requirements of Law or
  reasonably requested by the Borrowers or the Administrative Agent as will enable
  the Borrowers or the Administrative Agent to determine whether such Lender is
  subject to backup withholding or information reporting requirements. Each Lender
  shall, whenever a lapse in time or change in circumstances renders such
  documentation (including any specific documents required below in <U>Section
    4.01(c)</U>) expired, obsolete or inaccurate in any respect, deliver promptly to
  the applicable Borrowers and the Administrative Agent updated or other
  appropriate documentation (including any new documentation reasonably requested
  by the Borrowers or the Administrative Agent) or promptly notify the Borrowers
and the Administrative Agent in writing of its inability to do so. </P>
<P align=justify style="text-indent:5%">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Without limiting the generality of the foregoing, (I) solely with respect to the
U.S. Subfacilities: (x) each Lender that is not a United States person (as such
term is defined in Section 7701(a)(30) of the Code) shall deliver to the U.S.
Parent Borrower and the Administrative Agent on or prior to the date on which it
becomes a party to this Agreement, (i) two accurate and complete original signed
copies of (A) Internal Revenue Service Form W-8BEN or W-8BEN-E (or successor
form) claiming eligibility for benefits of an income tax treaty to which the
United States is a party or (B) Internal Revenue Service Form W-8ECI (or
successor form); (ii) in the case of a Lender claiming exemption from U.S.
federal withholding Tax under Section 871(h) or 881(c) of the Code with respect
to payments of &#147;portfolio interest,&#148; a certificate substantially in the form of
<U>Exhibit C</U> (any such certificate, a &#147;<U>U.S. Tax Compliance Certificate</U>&#148;) and two accurate and
complete original signed copies of Internal Revenue Service Form W-8BEN or
W-8BEN-E (or successor form); (iii) to the extent a Lender is not the beneficial
owner (for example, where the Lender is a partnership or a participating
Lender), two accurate and complete original signed copies of Internal Revenue
Service Form W-8IMY (or successor form) of the Lender, accompanied by Form
W-8ECI, Form W-8BEN, Form W-8BEN-E, U.S. Tax Compliance Certificate, Form W-9,
Form W-8IMY, and/or any other required information (or successor or other
applicable form) from each beneficial owner that would be required under this <U>Section 4.01(c)</U> if such beneficial owner were a Lender (<U>provided</U> that, if the Lender is a partnership for U.S. federal income Tax purposes (and
not a participating Lender), and one or more direct or indirect partners are
claiming the portfolio interest exemption, the U.S. Tax Compliance Certificate
may be provided by such Lender on behalf of such direct or indirect partner(s));
or (iv) two accurate and complete original signed copies of any other form
prescribed by applicable U.S. federal income tax law (including the Treasury
Regulations) as a basis for claiming a complete exemption from, or a reduction
in, U.S. federal withholding Tax on any payments to such Lender under the Credit
Documents; and (y) each Lender that is a United States person, as defined in
Section 7701(a)(30) of the Code, shall deliver to the U.S. Parent Borrower and
the Administrative Agent, on or prior to the date on which it becomes a party to
this Agreement, two accurate and complete original signed copies of Internal
Revenue Service Form W-9, or any successor form, certifying that such Lender is
exempt from United States backup withholding and (II) each Lender to the
Canadian Borrowers and Dutch Borrowers shall deliver to the Company and the
Administrative Agent on or prior to the date on which it becomes a party to this
Agreement two accurate and complete original signed copies of either (x)
Internal Revenue Service Form W-9, or any successor form, certifying that such
Lender is exempt from United States federal backup withholding or (y) an
applicable Internal Revenue Service Form W-8 certifying such Lender&#146;s non-U.S.
status. A Lender shall deliver to the Company and the Administrative Agent, at
the time or times reasonably requested by the Borrowers or the Administrative
Agent, such documentation prescribed by applicable Requirements of Law
(including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such
additional documentation reasonably requested by the Borrowers or the
Administrative Agent as may be necessary for the Borrowers and the
Administrative Agent to comply with their obligations under FATCA, to determine
whether such Lender has complied with such Lender&#146;s obligations under FATCA and
to determine, if necessary, the amount to deduct and withhold from payments made
to such Lender under any Credit Document. Solely for purposes of the preceding
sentence, &#147;<U>FATCA</U>&#148; shall include any amendment made to FATCA after the
Closing Date. </P>
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<P align=justify style="text-indent:5%">(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding
  any other provision of this <U>Section 4.01</U>, a Lender shall not be required
  to deliver any documentation that such Lender is not legally eligible to
deliver. </P>
<P align=justify style="text-indent:5%">(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each
Lender hereby authorizes the Administrative Agent to deliver to the Credit
Parties and to any successor Administrative Agent any documentation provided by
such Lender to the Administrative Agent pursuant to <U>Section 4.01(b)</U> or
<U>4.01(c)</U>. </P>
<P align=justify style="text-indent:5%">(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If
the Administrative Agent or any Lender determines, in its sole discretion
exercised in good faith, that it has received a refund of any Indemnified Taxes
or Other Taxes as to which it has been indemnified by the Credit Parties or with
respect to which a Credit Party has paid additional amounts pursuant to
<U>Section 4.01(a)</U>, it shall pay to the relevant Credit Party an amount
equal to such refund (but only to the extent of indemnity payments made, or
additional amounts paid, by such Credit Party under <U>Section 4.01(a)</U> with
respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net
of all reasonable out-of-pocket expenses (including any Taxes) of the
Administrative Agent or such Lender, as the case may be, and without interest
(other than any interest paid by the relevant Governmental Authority with
respect to such refund); <U>provided</U> that the relevant Credit Party, upon
the request of the Administrative Agent or such Lender, agrees to repay the
amount paid over to such Credit Party (plus any penalties, interest or other
charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the
Administrative Agent or such Lender is required to repay such refund to such
Governmental Authority. Nothing in this <U>Section 4.01(f)</U> shall be
construed to obligate the Administrative Agent or any Lender to disclose its Tax
returns or any other information regarding its Tax affairs or computations to
any Person or otherwise to arrange its Tax affairs in any manner other than as
it determines in its sole discretion. </P>
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<P align=justify style="text-indent:5%">(g)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For
  the avoidance of doubt, for purposes of this <U>Section 4.01</U>, the term
&#147;Lender&#148; shall include any Issuing Bank and any Swingline Lender. </P>
<P align=justify style="text-indent:5%">4.02.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>VAT</U>.
</P>
<P align=justify style="text-indent:5%">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All
amounts expressed to be payable under a Credit Document by any Party to a
Finance Party which (in whole or in part) constitute the consideration for any
supply for VAT purposes are deemed to be exclusive of any VAT which is
chargeable on that supply, and accordingly, subject to paragraph (b) below, if
VAT is or becomes chargeable on any supply made by any Finance Party to any
Party under a Credit Document and such Finance Party is required to account to
the relevant tax authority for the VAT, that Party must pay to such Finance
Party (in addition to and at the same time as paying any other consideration for
such supply) an amount equal to the amount of the VAT (and such Finance Party
must promptly provide an appropriate VAT invoice to that Party). In this
<U>Section 4.02</U>, the following expressions shall have the following
meanings: (i) &#147;<U>Finance Party</U>&#148; shall mean any Agent, any Lender or any
other recipient of any payment to be made by or on account of any obligation of
any Credit Party under any Credit Document; (ii) &#147;<U>Party</U>&#148; shall mean any
party to this Agreement and (iii) &#147;<U>VAT</U>&#148; shall mean (a) any tax imposed in
compliance with the Council Directive of 28 November 2006 on the common system
of value added tax (EC Directive 2006/112) and (b) any other tax of a similar
nature, whether imposed in a member state of the European Union in substitution
for, or levied in addition to, such tax referred to in clause (a) above, or
imposed elsewhere. </P>
<P align=justify style="text-indent:5%">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If
VAT is or becomes chargeable on any supply made by any Finance Party (the
&#147;<U>Supplier</U>&#148;) to any other Finance Party (the &#147;<U>Recipient</U>&#148;) under a
Credit Document, and any Party other than the Recipient (the &#147;<U>Relevant
Party</U>&#148;) is required by the terms of any Credit Document to pay an amount
equal to the consideration for that supply to the Supplier (rather than being
required to reimburse or indemnify the Recipient in respect of that
consideration): </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="5%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(i) </TD>
    <TD>
      <P align=justify>(where the Supplier is the person required to account to
      the relevant tax authority for the VAT) the Relevant Party must also pay
      to the Supplier (at the same time as paying that amount) an additional
      amount equal to the amount of the VAT. The Recipient must (where this
      paragraph (i) applies) promptly pay to the Relevant Party an amount equal
      to any credit or repayment the Recipient receives from the relevant tax
      authority which the Recipient reasonably determines relates to the VAT
      chargeable on that supply; and</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(ii) </TD>
    <TD>
      <P align=justify>(where the Recipient is the person required to account to
      the relevant tax authority for the VAT) the Relevant Party must promptly,
      following demand from the Recipient, pay to the Recipient an amount equal
      to the VAT chargeable on that supply but only to the extent that the
      Recipient reasonably determines that it is not entitled to credit or
      repayment from the relevant tax authority in respect of that
  VAT.</P></TD></TR></TABLE>
<P align=justify style="text-indent:5%">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Where
a Credit Document requires any Party to reimburse or indemnify a Finance Party
for any cost or expense, that Party shall reimburse or indemnify (as the case
may be) such Finance Party for the full amount of such cost or expense,
including such part thereof as represents VAT, save to the extent that such
Finance Party reasonably determines that it is entitled to credit or repayment
in respect of such VAT from the relevant tax authority. </P>
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<P align=justify style="text-indent:5%">(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any
reference in this Section 4.02 to any Party shall, at any time when such Party
is treated as a member of a group for VAT purposes, include (where appropriate
and unless the context otherwise requires) a reference to the person who is
treated at that time as making the supply, or (as appropriate) receiving the
supply, under the grouping rules (provided for in article 11 of Council
Directive 2006/112/EC as amended (or as implemented by any relevant member state
of the European Union)). </P>
<P align=justify style="text-indent:5%">(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
In relation to any supply made by a Finance Party to any Party under a Credit
Document, if reasonably requested by such Finance Party, that Party must
promptly provide such Finance Party with details of that Party's VAT
registration and such other information as is reasonably requested in connection
with such Finance Party's VAT reporting requirements in relation to such supply.
</P>
<P align=justify style="text-indent:5%">Section
5&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Conditions Precedent to Credit Events on
the Closing Date</U>. The Administrative Agents, Swingline Lenders, the Issuing
Bank and the Lenders shall not be required to fund any Revolving Loans or
Swingline Loans, or arrange for the issuance of any Letters of Credit on the
Closing Date, until the following conditions are satisfied or waived. </P>
<P align=justify style="text-indent:5%">5.01.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Closing
Date; Credit Documents</U>. On or prior to the Closing Date, each Credit Party,
the Administrative Agents, the Collateral Agent, the Issuing Banks and each of
the Lenders on the Closing Date shall have signed a counterpart of this
Agreement (whether the same or different counterparts) and shall have delivered
(by electronic transmission or otherwise) the same to the Administrative Agent
or, in the case of the Lenders, shall have given to the Administrative Agent
telephonic (confirmed in writing), written or telex notice (actually received)
at such office that the same has been signed and mailed to it. </P>
<P align=justify style="text-indent:5%">5.02.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Officer&#146;s
Certificate</U>. On the Closing Date, the Administrative Agent shall have
received a certificate, dated the Closing Date and signed on behalf of the
Company (and not in any individual capacity) by a Responsible Officer of the
Company, certifying on behalf of the Company that (i) no Default or Event of
Default exists and (ii) the representations and warranties set forth in
<U>Section 7</U> are true and correct in all material respects (without
duplication of any materiality standard set forth in any such representation or
warranty) on and as of the Closing Date (except for those representations and
warranties that relate to an earlier date, in which event, such representations
and warranties shall have been true in all material respects (without
duplication of any materiality standard set forth in any such representation or
warranty) as of such earlier date). </P>
<P align=justify style="text-indent:5%">5.03.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Opinions of Counsel</U>. On the Closing Date, the Administrative Agent shall
have received from (i) Simpson Thacher &amp; Bartlett LLP, U.S. counsel to the
Credit Parties, (ii) Wildeboer Dellelce LLP, special Canadian counsel to the
Credit Parties and (iii) NautaDutilh, special Dutch counsel to the Credit
Parties, in each case, an opinion addressed to the Administrative Agents, the
Collateral Agent and each of the Lenders party hereto on the Closing Date and
dated the Closing Date in form and substance reasonably satisfactory to the
Administrative Agent. </P>
<P align=justify style="text-indent:5%">5.04.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Corporate
Documents; Proceedings, etc</U>. </P>
<P align=justify style="text-indent:5%">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
On the Closing Date, the Administrative Agent shall have received a certificate
from each Credit Party, dated the Closing Date, signed by a Responsible Officer
of such Credit Party, and to the extent applicable attested to by the secretary
or any assistant secretary of such Credit Party, in each case, on behalf of such
Credit Party (and not in any individual capacity), in customary form, together
with copies of the certificate or articles of incorporation and by-laws (or
equivalent organizational documents), as applicable, of such Credit Party and
the resolutions of such Credit Party referred to in such certificate, and each
of the foregoing shall be in form and substance reasonably satisfactory to the
Administrative Agent. </P>
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<P align=justify style="text-indent:5%">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
On the Closing Date, the Administrative Agent shall have received good-standing
certificates (or similar instrument, if applicable) and bring-down telegrams or
facsimiles, with respect to entities incorporated or formed under the
Requirements of Law of any jurisdiction for the Credit Parties which the
Administrative Agent reasonably may have requested, certified by proper
governmental authorities. </P>
<P align=justify style="text-indent:5%">5.05.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Solvency Certificate</U>. On the Closing Date, the Administrative Agent shall
have received a solvency certificate from the chief financial officer of the
Company substantially in the form of <U>Exhibit F</U>. </P>
<P align=justify style="text-indent:5%">5.06.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Borrowing Base Certificate</U>. The Company shall have delivered to the
Administrative Agent a Borrowing Base Certificate as of the most recent month
ended at least 20 days prior to the Closing Date, substantially in the form of
<U>Exhibit D</U>. </P>
<P align=justify style="text-indent:5%">5.07.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Material
Adverse Effect</U>. Since January 3, 2015, there shall not have occurred a
Material Adverse Effect. </P>
<P align=justify style="text-indent:5%">5.08.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Fees,
etc</U>. On the Closing Date, the Company shall have paid to the Agents and each
Lender all fees, if any, required to be paid to such Person on the Closing Date
and all reasonable and documented out-of-pocket expenses required to be
reimbursed by the Company to the Administrative Agents and the Joint Lead
Arrangers in connection with the Transactions, in the case of such expenses to
the extent invoiced at least three Business Days prior to the Closing Date.</P>
<P align=justify style="text-indent:5%">5.09.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Security
Agreements</U>. On the Closing Date, (a) each U.S. Credit Party shall have duly
authorized, executed and delivered the U.S. Security Agreement, (b) each
Canadian Credit Party shall have duly authorized, executed and delivered the
Canadian Security Agreement described in clause (i) of the definition thereof
and (c) each Dutch Credit Party shall have duly authorized, executed and
delivered the Dutch Security Agreements (other than the deeds of pledge over
shares listed in clauses (i), (ii) and (iii) under the definition of the term
&#147;Dutch Security Agreements&#148; (collectively, the &#147;<U>Dutch Pledges Over
Shares</U>&#148;), which shall be authorized, executed and delivered in accordance
with <U>Section 8.11(c)</U>), covering all of such Credit Party&#146;s present and
future Collateral required by the Collateral and Guarantee Requirement, and the
applicable Credit Parties shall have delivered:</P>
<P align=justify style="margin-left:5%;text-indent:5%">&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
in respect of each Credit Party, proper financing statements (Form UCC-1 or the
equivalent) authorized for filing under the UCC, PPSA and RDPRM, and
documentation required to register the Dutch Security Agreement described in
clause (iv) of the definition thereof with the tax authorities in the
Netherlands, filings with the United States Patent and Trademark Office, the
United States Copyright Office, the Canadian Intellectual Property Office, any
documents required for registration of the security interests in intellectual
property granted by the relevant Dutch Security Agreement with any appropriate
intellectual property registers in the Netherlands and consent letters with
respect to each relevant bank in respect of any security interests in bank
account receivables granted by any Dutch Security Agreement, in each case, as
may be reasonably necessary to perfect the security interests to the extent
required by the Collateral and Guarantee Requirement; </P>
<P align=justify style="margin-left:5%;text-indent:5%">(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;an
executed Perfection Certificate; and </P>
<P align=justify style="margin-left:5%;text-indent:5%">(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(a) certificates, if any (which certificates shall be accompanied by irrevocable
undated stock powers or stock transfer forms, duly endorsed in blank),
representing all Equity Interests (other than (x) the certificate representing
Equity Interests of SunOpta Global Organic Ingredients, Inc. (and the
accompanying irrevocable undated stock power or stock transfer form), which shall be delivered in accordance with <U>Section
8.11(e)</U>, and (y) Excluded Assets), and (b) any promissory notes or other
instruments (duly endorsed, where appropriate) evidencing any Indebtedness for
borrowed money (other than intercompany Indebtedness) in a principal amount in
excess of $2,500,000 (individually) owing to any Credit Party, in the case of
each of clauses (a) and (b), to the extent required to be delivered in
accordance with the Collateral and Guarantee Requirement. </P>
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<P align=justify style="text-indent:5%">5.10.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Financial
  Statements</U>. On or prior to the Closing Date, the Administrative Agent shall
  have received (i) the Historical Financial Statements, (ii) the Borrowers&#146; and
  their respective Restricted Subsidiaries&#146; most recent annual projected statement
  of operations, balance sheet and statement of cash flows, for the period through
  December 31, 2020 and (iii) quarterly balance sheet projections for the period
  ending December 31, 2016 (the information delivered under clauses (ii) and
  (iii), the &#147;<U>Projections</U>&#148;). The Administrative Agent hereby confirms that
it has received all such Historical Financial Statements and Projections. </P>
<P align=justify style="text-indent:5%">5.11.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Patriot
Act</U>. The Administrative Agent and the Lenders shall have received all
documentation and other information about the Company and the other Credit
Parties that shall have been reasonably requested by the Administrative Agent or
the Lenders and that the Administrative Agent reasonably determines is required
by United States regulatory authorities under applicable &#147;know your customer&#148;
and anti-money laundering rules and regulations, including without limitation
the Patriot Act and AML Legislation. The Administrative Agent and the Lenders
hereby confirm that they have received all such information.</P>
<P align=justify style="text-indent:5%">5.12.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Insurance</U>.
The Administrative Agent shall have received certificates of insurance for the
insurance policies carried by the Credit Parties. </P>
<P align=justify style="text-indent:5%">5.13.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Repayment
of Obligations of Existing Credit Agreements</U>. Reasonably satisfactory
arrangements shall have been made for the repayment in full of the &#147;Obligations&#148;
under and as defined in the Existing Credit Agreements and for the release of
all the liens and security interests thereunder. </P>
<P align=justify style="text-indent:5%">5.14.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Field
Examinations and Appraisals</U>. The Administrative Agent shall have received,
in form and substance reasonably satisfactory to it, all Inventory Appraisals
and Field Examinations and Appraisals of all Eligible Equipment and Eligible
Fee-Owned Real Estate, each dated no earlier than three months prior to the
Closing Date. The Administrative Agent hereby confirms that it has received all
of such Appraisals and Field Examinations and is satisfied therewith. </P>
<P align=justify style="text-indent:5%">5.15.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Mortgaged
Properties</U>. With respect to each Real Property located in the United States
of America owned as of the Closing Date and listed on <U>Schedule 5.15</U>, the
Administrative Agent shall have received (i) a completed &#147;life-of-loan&#148; Federal
Emergency Management Agency standard flood hazard determination (to the extent a
Mortgaged Property is located in a Special Flood Hazard Area, together with a
notice about Special Flood Hazard Area status and flood disaster assistance duly
executed by the Company and the applicable Credit Party relating thereto) and
(ii) a copy of, or a certificate as to coverage under, and a declaration page
relating to, the insurance policies required by <U>Section 8.03</U> hereof and
the applicable provisions of the Collateral and Guarantee Requirement, each of
which shall (A) be endorsed or otherwise amended to include a &#147;standard&#148; or &#147;New
York&#148; lender&#146;s loss payable or mortgagee endorsement (as applicable), (B) name
the Collateral Agent, on behalf of the Secured Creditors, as additional insured
and loss payee/mortgagee, (C) identify the address of each property located in a
Special Flood Hazard Area, the applicable flood zone designation and the flood
insurance coverage and deductible relating thereto and (D) be otherwise in form
and substance reasonably satisfactory to the U.S. Administrative Agent. </P>
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<P align=justify style="text-indent:5%">5.16.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Intercreditor
Agreement</U>. On or prior to the Closing Date, the Intercreditor Agreement
shall have been entered into by the Administrative Agent, in its capacity as
collateral agent for the First Lien Claimholders and Bank of Montreal, a
Canadian chartered bank, in its capacity as collateral agent for the Second Lien
Claimholders. </P>
<P align=justify style="text-indent:5%">5.17.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Minimum Total Excess Availability</U>. The Total Excess Availability as of
the Closing Date shall be no less than 15.0% of the Line Cap. </P>
<P align=justify style="text-indent:5%">Section
6&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Conditions Precedent to All Credit
Events</U>. The obligation of each Lender and each Issuing Bank to make any
Credit Extension shall be subject to the satisfaction (or waiver) of each of the
conditions precedent set forth below: </P>
<P align=justify style="text-indent:5%">6.01.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <U>Notice of Borrowing</U>. The
  Administrative Agent shall have received a Notice of Borrowing as required by
  <U>Section 2.03</U> (or such notice shall have been deemed given in accordance
  with <U>Section 2.03</U>) if Loans are being requested (other than pursuant to
  <U>Section 2.02(f)</U>) or, in the case of the issuance, amendment, extension or
  renewal of a Letter of Credit, the Issuing Bank and the Administrative Agent
  shall have received a notice requesting the issuance, amendment, extension or
  renewal of such Letter of Credit as required by <U>Section 2.13(b)</U> or, in
  the case of the Borrowing of a Swingline Loan, the Swingline Lender and the
  Administrative Agent shall have received a notice requesting such Swingline Loan
  as required by <U>Section 2.12(b)</U>. </P>
<P align=justify style="text-indent:5%">6.02.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Availability</U>.
The Availability Conditions on the proposed date of such Credit Extension shall
be satisfied. </P>
<P align=justify style="text-indent:5%">6.03.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>No
Default</U>. No Default or Event of Default shall exist at the time of, or
result from, such funding or issuance. </P>
<P align=justify style="text-indent:5%">6.04.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Representations
and Warranties</U>. Each of the representations and warranties made by any
Credit Party set forth in <U>Section 7</U> hereof or in any other Credit
Document shall be true and correct in all material respects (without duplication
of any materiality standard set forth in any such representation or warranty) on
and as of the date of such Credit Extension with the same effect as though made
on and as of such date, except to the extent such representations and warranties
expressly relate to an earlier date, in which case such representations and
warranties shall be true and correct in all material respects as of such date
(without duplication of any materiality standard set forth in any such
representation or warranty). </P>
<P align=justify style="text-indent:5%">The acceptance of the benefits of
each Credit Extension shall constitute a representation and warranty by each
Borrower to the Administrative Agent and each of the Lenders that all the
conditions specified in this <U>Section 6</U> and applicable to such Credit
Event are satisfied as of that time (other than such conditions which are
subject to the discretion of the Administrative Agent or the Lenders). All of
the Notes, certificates, legal opinions and other documents and papers referred
to in <U>Section 5</U> and in this <U>Section 6</U>, unless otherwise specified,
shall be delivered to the Administrative Agent at the Notice Office for the
account of each of the Lenders. </P>
<P align=justify style="text-indent:5%">Section
7&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <U>Representations and Warranties</U>. In order
to induce the Agents, the Lenders and the Issuing Banks to enter into this
Agreement and to make the Credit Extensions hereunder, each Credit Party, as
applicable, makes the following representations and warranties. </P>
<P align=justify style="text-indent:5%">7.01.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Organizational
Status</U>. The Company and each of its Restricted Subsidiaries (i) is a duly
organized or incorporated and validly existing organization in good standing
under the law of the jurisdiction of its organization or incorporation (to the
extent such concept exists and is applicable under the Requirements of Law of
the relevant jurisdiction), (ii) has the organizational power and authority to
own its property and assets and to transact the business in
which it is engaged, except to the extent that any failure to have such
organizational power and authority would not reasonably be expected to have a
Material Adverse Effect and (iii) is, to the extent such concepts exists and is
applicable under the Requirements of Law of the relevant jurisdiction, duly
qualified and is authorized to do business and is in good standing in each
jurisdiction where the ownership, leasing or operation of its property or the
conduct of its business requires such qualifications except for failures to be
so qualified which, individually and in the aggregate, have not had, and could
not reasonably be expected to have, a Material Adverse Effect. </P>
<P align=center>-142- </P>
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<P
align=justify style="text-indent:5%">7.02.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Power
and Authority</U>. Each Credit Party has the corporate, partnership, limited
liability company, unlimited liability company or similar organizational power
and authority, as the case may be, to execute, deliver and perform the terms and
provisions of each of the Credit Documents to which it is party and has taken
all necessary corporate, partnership, limited liability company, unlimited
liability company or similar organizational action, as the case may be, to
authorize the execution, delivery and performance by it of each of such Credit
Documents. Each Credit Party has duly executed and delivered each of the Credit
Documents to which it is party, and each of such Credit Documents constitutes
its legal, valid and binding obligation enforceable in accordance with its
terms, except to the extent that the enforceability thereof may be subject to
applicable bankruptcy, insolvency, reorganization, moratorium or other similar
law generally affecting creditors&#146; rights and by equitable principles
(regardless of whether enforcement is sought in equity or at law). </P>
<P
align=justify style="text-indent:5%">7.03.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>No
Violation</U>. Neither the execution, delivery or performance by any Credit
Party of the Credit Documents to which it is a party, nor compliance by it with
the terms and provisions thereof, (i) will contravene any provision of any
Requirement of Law, other than any Requirement of Law the violation of which
could not reasonably be expected to result in a Material Adverse Effect, (ii)
will conflict with or result in any breach of any of the terms, covenants,
conditions or provisions of, or constitute a default under, or result in the
creation or imposition of (or the obligation to create or impose) any Lien
(except pursuant to the Security Documents) upon any of the property or assets
of any Credit Party or any of its respective Restricted Subsidiaries pursuant to
the terms of, any indenture, mortgage, deed of trust, credit agreement or loan
agreement, or any other material agreement, contract or instrument, in each case
to which any Credit Party or any of its Restricted Subsidiaries is a party or by
which it or any of its property or assets is bound or to which it may be subject
(any such term, covenant, condition or provision, a &#147;<U>Contractual
Requirement</U>&#148;), the violation of which could reasonably be expected to result
in a Material Adverse Effect or (iii) will violate any provision of the
certificate or articles of incorporation, certificate of formation, limited
liability company agreement or by-laws (or equivalent organizational documents),
as applicable, of any Credit Party. </P>
<P
align=justify style="text-indent:5%">7.04.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Approvals</U>. No order, consent, approval, license, authorization or
validation of, or filing, recording or registration with (except for (x) those
that have otherwise been obtained or made on or prior to the Closing Date (or
with respect to any Person that becomes a Credit Party after the Closing Date,
on or prior to the date such Person becomes a Credit Party) and which remain in
full force and effect on the Closing Date (or with respect to any Person that
becomes a Credit Party after the Closing Date, on or prior to the date such
Person becomes a Credit Party), (y) filings which are necessary to perfect the
security interests and Liens created under the Security Documents to the extent
required by the Collateral and Guarantee Requirement and (z) periodic reports
under the Exchange Act), or exemption by, any governmental or public body or
authority, or any subdivision thereof, is required to be obtained or made by, or
on behalf of, any Credit Party to authorize, or is required to be obtained or
made by, or on behalf of, any Credit Party in connection with, the execution,
delivery and performance of any Credit Document.</P>
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<P
align=justify style="text-indent:5%">7.05.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Financial
Statements; Financial Condition; Projections</U>. </P>
<P
align=justify style="text-indent:5%">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Historical Financial Statements have been prepared in accordance with GAAP, and
fairly present, in all material respects, the financial positions and results of
operations of the Company and its consolidated Subsidiaries as of the dates and
for the periods indicated. The Projections have been prepared in good faith,
based on assumptions believed as of the Closing Date to be reasonable in light
of the circumstances under which such Projections were prepared; it being
recognized by the Agents, the Lenders and the Issuing Banks that such
projections are as to future events and are not to be viewed as facts, the
projections are subject to significant uncertainties and contingencies, many of
which are beyond the control of Company and its Restricted Subsidiaries, that no
assurance can be given that any particular projections will be realized and that
actual results during the period or periods covered by any such projections may
differ from the projected results and such differences may be material. Since
the Closing Date, there has been no Material Adverse Effect.</P>
<P
align=justify style="text-indent:5%">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On
and as of the Closing Date, after giving effect to the consummation of the
Transactions (including the incurrence of the Loans made on the Closing Date),
the Company and its consolidated Subsidiaries, taken as a whole, are Solvent.
</P>
<P
align=justify style="text-indent:5%">7.06.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Litigation</U>. There are no actions, suits or proceedings pending or, to the
knowledge of any Credit Party, threatened (i) with respect to any Credit
Document or (ii) that either individually or in the aggregate, have had, or
could reasonably be expected to have, a Material Adverse Effect. </P>
<P
align=justify style="text-indent:5%">7.07.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>True
and Complete Disclosure</U>. <font color="#0000FF"> <U>(i)</U></font> None of the written information or
written factual data (taken as a whole) heretofore or contemporaneously
furnished by the Company or any of its Subsidiaries or any of their respective
authorized representatives in writing to the Administrative Agent or any Lender
on or before the Closing Date (including all such information contained in any
confidential information memorandum (and all information incorporated by
reference therein) and in the Credit Documents) for purposes of, or in
connection with, this Agreement, the other Credit Documents or any transaction
contemplated herein or therein contained any untrue statement of material fact
or omitted to state any material fact necessary to make such information and
data (taken as a whole) not materially misleading at such time (after giving
effect to all supplements so furnished prior to the date the representation and
warranty in this <U>Section 7.07 is being made</U>) in light of the
circumstances under which such information or data was furnished; it being
understood and agreed that for purposes of this <U>Section 7.07(a)</U>, such
factual information and data shall not include projections (including the
Projections, financial estimates, forecasts and other forward-looking
information), pro forma financial information or information of a general
economic or industry specific nature.</P>
<P
align=justify style="text-indent:5%">7.08.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Use of Proceeds; Margin Regulations</U>. </P>
<P
align=justify style="text-indent:5%">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All
proceeds of the Loans incurred on the Closing Date will be used by the Borrowers
to finance the repayment of the Existing Credit Agreement and to pay Transaction
Costs. </P>
<P
align=justify style="text-indent:5%">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All
proceeds of the Loans incurred after the Closing Date will be used for working
capital needs and general corporate purposes, including the financing of capital
expenditures, Permitted Acquisitions, and other permitted Investments,
Restricted Payments, Restricted Junior Debt Prepayments and any other purpose
not prohibited hereunder.</P>
<P
align=justify style="text-indent:5%">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No
Credit Party is engaged, principally or as one of its important activities, in
the business of extending credit for the purpose of purchasing or carrying any
Margin Stock. No part of any Credit Event (or the proceeds thereof) will be used
to purchase or carry any Margin Stock or to extend credit for the purpose of
purchasing or carrying any Margin Stock. Neither the making of any Loan nor the use of the proceeds thereof nor the occurrence of any other
Credit Event will violate the provisions of Regulation T, U or X of the Board of
Governors of the Federal Reserve System. </P>
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<P
align=justify style="text-indent:5%">7.09.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Tax
  Returns and Payments</U>. Except where the failure to do so could not reasonably
  be expected to, individually or in the aggregate, have a Material Adverse
  Effect: (i) the Company and each of its Restricted Subsidiaries has timely filed
  or caused to be timely filed with the appropriate taxing authority all Tax
  returns, statements, forms and reports for Taxes (the &#147;<U>Returns</U>&#148;) required
  to be filed by, or with respect to the income, properties or operations of, the
  Company and/or any of its Restricted Subsidiaries and (ii) the Company and each
  of its Restricted Subsidiaries have paid all Taxes payable by them (including in
  its capacity as a withholding agent), other than those that are being contested
  in good faith by appropriate proceedings and fully provided for as a reserve on
  the financial statements of the Company and its Restricted Subsidiaries in
  accordance with GAAP. Except as would not, individually or in the aggregate,
  reasonably be expected to have a Material Adverse Effect, there is no action,
  suit, proceeding, investigation, audit or claim now pending or, to the best
  knowledge of the Company or any of its Restricted Subsidiaries, threatened in
  writing by any authority regarding any Taxes relating to the Company or any of
its Restricted Subsidiaries. </P>
<P
align=justify style="text-indent:5%">7.10.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>ERISA</U>.
</P>
<P
align=justify style="text-indent:5%">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No
ERISA Event has occurred or is reasonably expected to occur that could
reasonably be expected to result in a Material Adverse Effect. Each Plan is in
compliance in form and operation with its terms and with the applicable
provisions of ERISA, the Code and other applicable Requirement of Law, except
for such non-compliance that could not reasonably be expected to have a Material
Adverse Effect. </P>
<P
align=justify style="text-indent:5%">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;There
are no actions, suits or claims pending against or involving a Plan (other than
routine claims for benefits) or, to the knowledge of the Company or any
Restricted Subsidiary, threatened, which could reasonably be expected, either
individually or in the aggregate, to have a Material Adverse Effect. </P>
<P
align=justify style="text-indent:5%">7.11.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>The
Security Documents</U>. </P>
<P
align=justify style="text-indent:5%">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The provisions of the Security Documents are effective to create in favor of the
Collateral Agent for the benefit of the Secured Creditors legal, valid and
enforceable security interests and Liens (except to the extent that the
enforceability thereof may be subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other similar Requirements of Law generally
affecting creditors&#146; rights and by equitable principles (regardless of whether
enforcement is sought in equity or at law)) in and on all right, title and
interest of the Credit Parties in the Collateral specified therein in which a
security interest or Lien can be created under applicable Requirements of Law,
and (i) in the case of the U.S. Security Agreement and the U.S. Collateral
described therein, upon the timely and proper filing of UCC financing statements
listing each applicable U.S. Credit Party, as a debtor, and the Collateral
Agent, as secured party, in the secretary of state&#146;s office (or other similar
governmental entity) in the Location of such Credit Party, the Collateral Agent,
for the benefit of the Secured Creditors, has a fully perfected security
interest in and Lien on all right, title and interest in all of the U.S.
Collateral (as described in the U.S. Security Agreement), subject to no other
Liens other than Permitted Liens, to the extent perfection can be accomplished
by filing of financing statements under applicable Requirements of Law in such
Location, (ii) in the case of each Canadian Security Agreement and the Canadian
Collateral described therein, proper filings of PPSA financing statements and
other required filings and registrations required by any Canadian Security
Agreement have been made to create a fully perfected security interest in and
Lien on all right, title and interest in all of the Canadian
Collateral, subject to no other Liens other than Permitted Liens, in each case,
to the extent perfection can be accomplished under applicable Requirements of
Law through these actions, (iii) in the case of each Dutch Security Agreement
and the Dutch Collateral described therein, required registrations (in the case
of the Dutch Security Agreement described in clause (iv) of the definition
thereof) have been made, notices have been given or acknowledgements have been
received (in each case, to the extent provided in such Dutch Security Agreement)
to create a fully perfected security interest in and Lien on all right, title
and interest in all of the Dutch Collateral described in such Dutch Security
Agreement, subject to no other Liens other than Permitted Liens, in each case,
to the extent perfection can be accomplished under applicable Requirements of
Law through these actions, and (iv) upon execution of each Deposit Account
Control Agreement, the Collateral Agent for the benefit of the Secured Creditors
will have a first priority perfected security interest and Lien in each Deposit
Account subject thereto. </P>
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<P
align=justify style="text-indent:5%">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Upon
  delivery, if any, in accordance with the Collateral and Guarantee Requirement,
  each Mortgage will create, as security for the obligations purported to be
  secured thereby, a valid and enforceable (except to the extent that the
  enforceability thereof may be subject to applicable bankruptcy, insolvency,
  reorganization, moratorium or other similar Requirements of Law generally
  affecting creditors&#146; rights and by equitable principles (regardless of whether
  enforcement is sought in equity or at law)) and, upon recordation in the
  appropriate recording office, perfected security interest in and mortgage Lien
  on the respective Mortgaged Property in favor of the Collateral Agent (or such
  other trustee as may be required or desired under local Requirement of Law) for
  the benefit of the Secured Creditors, superior and prior to the rights of all
  third Persons (except as may exist pursuant to the Permitted Encumbrances
  related thereto) and subject to no other Liens (other than Permitted Liens
related thereto). </P>
<P
align=justify style="text-indent:5%">7.12.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Title
to Real Estate</U>. Each Canadian Credit Party and each U.S. Credit Party has
good and indefeasible title to (or valid leasehold interests in) all of its
Eligible Fee-Owned Real Estate and Mortgaged Property, free of Liens except
Permitted Liens or any defects in title which do not constitute Liens or that
individually or in the aggregate could not reasonably be expected to have a
Material Adverse Effect. </P>
<P
align=justify style="text-indent:5%">7.13.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Subsidiaries</U>.
On and as of the Closing Date, the Company has (i) no Subsidiary that is a FSHCO
or CFC and (ii) no Subsidiaries other than those Subsidiaries listed on
<U>Schedule 7.13</U>. <U>Schedule 7.13</U> correctly sets forth, as of the
Closing Date, the percentage ownership (direct and indirect) of the Company in
each class of Capital Stock of each of its Subsidiaries and also identifies the
direct owner thereof. There are no Canadian Subsidiaries or Dutch Subsidiaries
that are owned, directly or indirectly, by the U.S. Parent Borrower. </P>
<P
align=justify style="text-indent:5%">7.14.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Compliance
with Statutes; Sanctions; Patriot Act; Anti-Corruption Laws</U>. </P>
<P
align=justify style="text-indent:5%">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each
of the Company and each of its Restricted Subsidiaries, and, to the knowledge of
the Company, each of their respective officers, is in compliance in all material
respects with Anti-Terrorism Laws, Sanctions, the Patriot Act and AML
Legislation. Each of the Company and each of its Restricted Subsidiaries is in
compliance with all applicable restrictions imposed by, all Governmental
Authorities, in respect of the conduct of its business and the ownership of its
property except where the failure to be in compliance would not reasonably be
expected to have a Material Adverse Effect.</P>
<P
align=justify style="text-indent:5%">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Neither
the Company, nor any of its Subsidiaries, nor, to the knowledge of the Company
and its Subsidiaries, any director, officer or employee thereof, is a Person
that is, or is owned or controlled by any individual or entity that is (i)
currently the subject or target of any Sanctions, (ii) a Canadian Blocked Person, (iii) included on OFAC&#146;s List of
Specially Designated nationals, HMT&#146;s Consolidated List of Financial Sanctions
Targets and the Investment Ban List or (iv) located, organized or resident in a
Designated Jurisdiction. No part of the proceeds of any Loans or Letters of
Credit hereunder will be used, by any Credit Party or any of its Subsidiaries
for the purpose of funding any operations in, financing any investments or
activities in or making any payments in violation of Sanctions, the Special
Economics Measures Act (Canada), Anti-Terrorism Laws, AML Legislation and any
similar Requirements of Law of Canada or the FCPA. </P>
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<P
align=justify style="text-indent:5%">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
  Company and its Subsidiaries have conducted their businesses in compliance in
  all material respects with the United States Foreign Corrupt Practices Act of
  1977 (&#147;<U>FCPA</U>&#148;), the UK Bribery Act 2010, any Canadian counterpart thereto
  applicable to the Company or such Subsidiary, and other similar anti-corruption
  legislation in other jurisdictions and have instituted and maintained policies
  and procedures reasonably designed to promote and achieve compliance with such
laws. </P>
<P
align=justify style="text-indent:5%">7.15.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Investment Company Act</U>. None of the Company or any Restricted
Subsidiaries is an &#147;investment company&#148; within the meaning of the Investment
Company Act of 1940, as amended, and required to be registered as such. </P>
<P
align=justify style="text-indent:5%">7.16.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Environmental
Matters</U>. </P>
<P
align=justify style="text-indent:5%">The Company and each Restricted
Subsidiary and their respective operations and facilities are in compliance with
all Environmental Laws and have obtained, maintained and are in compliance with
the requirements of all applicable permits, licenses and other approvals
required to be issued under such Environmental Laws, except where the failure to
comply with Environmental Laws or to obtain, maintain or comply with such
permits, licenses or approvals would not reasonably be expected to have a
Material Adverse Effect. There are no pending or, to the knowledge of the
Company, threatened Environmental Claims which would reasonably be expected to
result in liability to the Company or any Restricted Subsidiaries or with
respect to any Real Property currently or to the knowledge of any Credit Party,
formerly owned, leased or operated by the Company or any Restricted
Subsidiaries, which would in each case be reasonably expected to have a Material
Adverse Effect. To the knowledge of any Credit Party, there are no facts,
activities, circumstances, conditions or occurrences that would be reasonably
expected (i) to form the basis of an Environmental Claim against or result in
liability to the Company or any Restricted Subsidiaries or (ii) to cause any
Real Property owned, leased or operated by the Company or any Restricted
Subsidiaries to be subject to any restrictions on the ownership, lease,
occupancy or transferability of such Real Property by the Company or any
Restricted Subsidiaries under any Environmental Law and that in any such case
which would reasonably be expected to have a Material Adverse Effect. </P>
<P
align=justify style="text-indent:5%">7.17.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Labor
Relations</U>. Except as would not reasonably be expected to have a Material
Adverse Effect, (a) as of the Closing Date, there are no strikes, lockouts,
slowdowns or other labor disputes pending against the Company or any Restricted
Subsidiaries or, to the knowledge of each Credit Party, threatened against the
Company or any Restricted Subsidiaries, (b) to the knowledge of each Credit
Party, there are no questions concerning union representation with respect to
the Company or any Restricted Subsidiaries, (c) the hours worked by and payments
made to employees of the Company or any Restricted Subsidiaries have not been in
violation of the Fair Labor Standards Act or any other applicable federal,
state, provincial, municipal, local, or foreign Requirement of Law dealing with
such matters and (d) to the knowledge of each Credit Party, no wage and hour
department investigation has been made of the Company or any Restricted
Subsidiaries. </P>
<P
align=justify style="text-indent:5%">7.18.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Intellectual
Property</U>. Except as would not reasonably be expected to have a Material
Adverse Effect, the Company and each other Restricted Subsidiary owns or has the
right to use all Intellectual Property used in, held for use in and otherwise
necessary for the present conduct of their respective businesses. To the
knowledge of each Credit Party, the operation of their respective businesses by
the Company and each other Restricted Subsidiary does not infringe upon,
misappropriate, violate or otherwise conflict with the Intellectual Property of
any third party, except as such would not reasonably expected to have a Material
Adverse Effect. </P>
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<P
align=justify style="text-indent:5%">7.19.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Centre
  of Main Interests</U>. The &#147;centre of main interest&#148;, as referred to in the
  Council Regulation (EC) No. 1346/2000 of 29 May 2000 on Insolvency Proceedings,
  of each Dutch Credit Party is and has always been located in the Netherlands. No
  Dutch Credit Party has any &#147;establishment&#148; (as referred to in that regulation)
in any other jurisdiction other than in Germany. </P>
<P
align=justify style="text-indent:5%">7.20.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Borrowing
Base Certificate</U>. At the time of delivery of each Borrowing Base
Certificate, assuming that any eligibility criterion that requires the approval
or satisfaction of the Administrative Agent has been approved by or is
satisfactory to the Administrative Agent, each Account reflected therein as
eligible for inclusion in the Borrowing Base is an Eligible Account or Eligible
Insured Letter of Credit Backed Account, the Inventory reflected therein as
eligible for inclusion in the Borrowing Base constitutes Eligible Inventory
and/or Eligible In-Transit Inventory, the Equipment reflected therein as
eligible for inclusion in the Borrowing Base constitutes Eligible Equipment and
the Real Property reflected therein as eligible for inclusion in the Borrowing
Base constitute Eligible Fee-Owned Real Estate, in each case as of the fiscal
month end (or week end) date for which such Borrowing Base Certificate is
calculated. </P>
<P
align=justify style="text-indent:5%">7.21.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Dutch
Works Council Act</U>. At the Closing Date and at the time of delivery of each
Borrowing Base Certificate, all requirements under the Dutch Works Councils Act
have been complied with by each Dutch Credit Party and no advice is required to
be sought from any other works council in the group of companies with which any
of the Dutch Credit Parties forms a group in respect of the Transaction and the
transactions contemplated thereby. </P>
<P
align=justify style="text-indent:5%">7.22.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Canadian
Pension Plans</U>. As of the Closing Date, there are no Canadian Pension Plans
maintained, contributed or administered by any Canadian Credit Party or in
respect of which any Canadian Credit Party has any liability or obligation. </P>
<P
align=justify style="text-indent:5%">Section
8&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Affirmative Covenants</U>. The Company
and each other Restricted Subsidiary hereby covenants and agrees that on and
after the Closing Date until the Payment in Full Date:</P>
<P
align=justify style="text-indent:5%">8.01.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Information
Covenants</U>. The Company will furnish to the Administrative Agent for further
distribution to each Lender:</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Quarterly
Financial Statements</U>. Within 45 days (or such earlier date on which the
Company is required (giving effect to any extensions granted by the SEC) to make
any public filing of such information) after the end of each of the first three
fiscal quarters of each fiscal year, (i) the unaudited consolidated balance
sheet of the Company and its consolidated Subsidiaries as of the end of such
fiscal quarterly accounting period and the related unaudited consolidated
statements of operations, comprehensive earnings (loss), shareholders&#146; equity
and cash flows for such fiscal quarterly accounting period and for the elapsed
portion of the fiscal year ended with the last day of such quarterly accounting
period, in each case setting forth comparative figures for the corresponding
fiscal quarterly accounting period in the prior fiscal year, or in the case of
the balance sheet, setting forth the comparable figures as of the end of the
prior fiscal year, certified by a Responsible Officer of the Company (in such
capacity as a Responsible Officer and not in an individual capacity) that they
fairly present, in all material respects and in accordance with GAAP, the
financial condition of the Company and its consolidated Subsidiaries as of the dates indicated and the
results of their operations for the periods indicated, subject to changes
resulting from audit and normal year-end audit adjustments and to the absence of
footnotes, and (ii) management&#146;s discussion and analysis of the important
operational and financial developments during such quarterly accounting
period.</P>
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<P style="margin-left:5%;text-indent:5%;" align=justify>(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Annual
  Financial Statements</U>. Within 90 days (or such earlier date on which the
  Company is required (giving effect to any extensions granted by the SEC) to make
  any public filing of such information) after the end of each fiscal year, (i)
  the audited consolidated balance sheet of the Company and its consolidated
  Subsidiaries as of the end of such fiscal year and the related audited
  consolidated statements of operations, comprehensive earnings (loss),
  shareholders&#146; equity and cash flows for such fiscal year setting forth
  comparative figures, or as of the end of, for the preceding fiscal year,
  together with an opinion from Deloitte LLP or other independent certified public
  accountants of recognized national standing (which opinion (1) may be addressed
  to the board of directors and the shareholders of the Company and (2) shall be
  without a &#147;going concern&#148; or like qualification nor any qualification as to the
  scope of such audit), (ii) the unaudited consolidating balance sheet of each of
  (x) the U.S. Parent Borrower and the Domestic Subsidiaries, (y) the Canadian
  Parent Borrower and the Canadian Subsidiaries and (z) the Dutch Parent Borrower
  and the other Dutch Subsidiaries as of the end of such fiscal year and the
  related unaudited consolidating statements of operations, comprehensive earnings
  (loss), shareholders&#146; equity and cash flows by jurisdiction for the United
  States, Canada and the Netherlands for such fiscal year setting forth
  comparative figures for the preceding fiscal year, or in the case of the balance
  sheet, setting forth the comparable figures as of the end of the prior fiscal
  year, and (iii) management&#146;s discussion and analysis of the important
operational and financial developments during such fiscal year.</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Perfection
Certificate Update</U>. At the time of delivery of the <U>Section 8.01(b)</U>
annual financials, a certificate from a Responsible Officer certifying that
there have been no changes to Schedules 1(a) and 2(a) of the Perfection
Certificate since the Closing Date or, if later, since the date of the most
recent certificate delivered pursuant to this Section 8.01(c), or if there have
been any such changes, a list in reasonable detail of such changes (but, in each
case with respect to this clause, only to the extent that such changes are
required to be reported to the Collateral Agent pursuant to the terms of the
Collateral and Guarantee Requirement) and whether the Company and the other
Credit Parties have otherwise taken all actions required to be taken by them
pursuant to the Collateral and Guarantee Requirement in connection with any such
changes. </P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Annual
Budget</U>. Concurrently with the delivery of annual financial statements
pursuant to <U>Section 8.01(b)</U>, a consolidated annual plan, prepared in
accordance with the Company&#146;s normal accounting procedures applied on a
consistent basis, for the next fiscal year, containing quarterly detail,
including projected quarterly borrowing base levels for the fiscal year (it
being understood that such plan has already been delivered under this <U>Section
8.01(d)</U> for the 2016 fiscal year). </P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Officer&#146;s
Certificates</U>. At the time of the delivery of the Section 8.01 Financials, a
Compliance Certificate from a Responsible Officer of the Company, certifying on
behalf of the Company that, to such Responsible Officer&#146;s knowledge after due
inquiry, no Default or Event of Default has occurred and is continuing or, if
any Default or Event of Default has occurred and is continuing, specifying the
nature and extent thereof, which certificate shall also set forth (i) the
reasonably detailed calculations with respect to the Consolidated Fixed Charge
Coverage Ratio for such period, whether or not a Financial Covenant Triggering
Event shall have occurred and (ii) a list of all Restricted Subsidiaries of the
Company specifying whether each such Subsidiary is a &#147;Material Subsidiary&#148; or an
&#147;Immaterial Subsidiary&#148; for purposes of this Agreement. </P>
<P align=center>-149- </P>
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<P style="margin-left:5%;text-indent:5%;" align=justify>(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Notices</U>.
Promptly after any Responsible Officer of the Company or any of its Restricted
Subsidiaries obtains actual knowledge thereof, notice of (i) the occurrence of
any event which constitutes a Default or an Event of Default or any event of
default under the Second Lien Notes Indenture or any refinancing thereof or
other debt instrument in excess of the Threshold Amount, (ii) any litigation or
governmental investigation or proceeding pending against the Company or any of
its Subsidiaries (x) which, either individually or in the aggregate, has had, or
could reasonably be expected to have, a Material Adverse Effect or (y) with
respect to any Credit Document, or (iii) any other event, change or circumstance
that has had, or could reasonably be expected to have, a Material Adverse
Effect. </P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(g)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Other
Reports and Filings</U>. (i) Promptly upon filing thereof, (x) copies of any
filings (including on Form 10-K, 10-Q or 8-K) or registration statements with,
and reports to, the SEC, the Ontario Securities Commission or any analogous
Governmental Authority in any relevant jurisdiction by the Company or any of the
Restricted Subsidiaries (other than amendments to any registration statement (to
the extent such registration statement, in the form it becomes effective, is
delivered to the Administrative Agent for further delivery to the Lenders),
exhibits to any registration statement and, if applicable, any registration
statements on Form S-8 and other than any filing filed confidentiality with the
SEC, the Ontario Securities Commission or any analogous Governmental Authority
in any relevant jurisdiction) and (y) copies of all financial statements, proxy
statements, notices and reports that the Company or any of the Restricted
Subsidiaries shall send to the holders of any publicly issued debt of the
Company and/or any of the Restricted Subsidiaries in their capacity as such
holders (in each case to the extent not theretofore delivered to the
Administrative Agent for further delivery to the Lenders pursuant to this
Agreement). </P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(h)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Financial
Statements of Unrestricted Subsidiaries</U>. If following the Closing Date, any
Subsidiary (other than an Immaterial Subsidiary) is designated as an
Unrestricted Subsidiary, then simultaneously with the delivery of each set of
Section 8.01 Financials, a reconciliation reflecting adjustments necessary to
eliminate the accounts of Unrestricted Subsidiaries (if any) from such
consolidated or consolidating financial statements. </P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Monthly
Financial Statements</U>. At any time when Total Excess Availability is less
than the greater of (i) 17.5% of the Line Cap and (ii) $35,000,000, upon the
written request of the Administrative Agent, within 10 calendar days after the
end of each fiscal month, the unaudited consolidated balance sheet of the
Company and its consolidated Subsidiaries as of the end of such fiscal month and
the related unaudited consolidated statement of operations, for such fiscal
month and, with respect to the consolidated statement of operations only, the
elapsed portion of the fiscal year ended with the last day of such fiscal month,
certified by a Responsible Officer of the Company that they fairly present, in
all material respects and in accordance with GAAP, the financial condition of
the Company and its consolidated Subsidiaries as of the dates indicated and the
results of their operations for the periods indicated, subject to changes
resulting from audit and normal year-end audit adjustments and to the absence of
footnotes; <U>provided</U> that the requirements to deliver monthly financial
statements pursuant to this clause (k) shall terminate upon the date that Total
Excess Availability shall have been at least equal to the greater of (x) 17.5%
of the Line Cap and (y) $35,000,000 over a period of 30 consecutive calendar
days. </P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(j)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Pension
Plan Notices</U>. The Company shall deliver to the Administrative Agent upon
request (i) a complete copy of the most recent annual report (on Internal
Revenue Service Form 5500 series, including, to the extent required, the related
financial and actuarial statements and opinions and other supporting statements,
certifications, schedules and information) filed with the Internal Revenue
Service or other Governmental Authority of each Plan that is maintained or sponsored by the Company or a Restricted
Subsidiary, (ii) copies of the annual actuarial report (including applicable
schedules) with respect to each Canadian Pension Plan as filed with any
applicable Governmental Authority, (iii) copies of annual financial statements
or reports in respect of Canadian Pension Plan funds delivered to the
appropriate Canadian pension authorities, and (iv) all documents relating to
collective pension schemes and agreements relating to individual pensions, such
as pension regulations, letters of pension, agreements with pension agencies
(including business sector and company pension funds and insurers), notices or
letters regarding possible exemption from compulsory participation in a pension
scheme, and premium statements during the then-most recent three years. </P>
<P align=center>-150- </P>
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<P style="margin-left:5%;text-indent:5%;" align=justify>(k)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Other
  Information</U>.<FONT color=#0000ff> <U>(x)</U></FONT> Subject to the limitation set forth in <U>Section
    12.14</U>, from time to time, such other information or documents (financial or
  otherwise) with respect to the Company or any of its Restricted Subsidiaries
  (including in relation to any Canadian Pension Plans) as the Administrative
  Agent or any Lender (through the Administrative Agent) may reasonably request,
  including a listing of each Credit Party&#146;s trade payables, specifying the trade
  creditor and balance due, and a detailed trade payable aging; <U>provided</U>
  that neither the Company nor any Restricted Subsidiary will be required to
  disclose any information or documents (i) that constitutes non-financial trade
  secrets or non-financial proprietary information, (ii) in respect of which
  disclosure to the Administrative Agent or any Lender (or their respective
  representatives or contractors) is prohibited by applicable Requirements of Law
  or any binding agreement or (iii) that is subject to attorney-client or similar
privilege or constitutes attorney work product. </P>
<P style="margin-left:5%;text-indent:5%;" align=justify><U><FONT color=#0000ff>(y) To the extent that any
Borrower qualifies as a &#147;legal entity customer&#148; under the Beneficial Ownership
Regulation or otherwise becomes subject to the Beneficial Ownership Regulation,
in each case, at any time after the Third Amendment Effective Date, (i) promptly
following any reasonable request therefor, provide such information and
documentation reasonably requested by the Administrative Agent or any Lender for
purposes of compliance with the Beneficial Ownership Regulation and (ii)
promptly after request therefor, provide a representation and warranty to such
requesting Administrative Agent or any Lender that the information included in
any Beneficial Ownership Certifications delivered pursuant to clause (i) above
is true and correct in all material respects as of the date of its delivery.</FONT></U>
</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(l)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Information
required to be delivered pursuant to this Section shall be deemed to have been
delivered if such information, or one or more annual or quarterly reports
containing such information (including, in the case of certifications required
pursuant to clause (a) and (b) above, the certifications accompanying any such
report pursuant to Section 302 of the Sarbanes-Oxley Act of 2002), shall have
been posted by the Administrative Agent on an IntraLinks or similar site to
which the Lenders have been granted access or after written notice from the
Company or shall be available on the website of the Securities and Exchange
Commission at <U>http://www.sec.gov</U> within the time periods set forth in
this <U>Section 8.01</U>. Information required to be delivered pursuant to this
Section may also be delivered by electronic communications permitted by
<U>Section 12.03</U>. </P>
<P
align=justify style="text-indent:5%">8.02.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Books, Records and Inspections</U>. </P>
<P
align=justify style="text-indent:5%">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Company and any Restricted Subsidiary will keep proper books of record and
accounts in which full, true and correct entries are made in conformity with
GAAP (or applicable local standards) in all material respects. </P>
<P
align=justify style="text-indent:5%">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Company will permit the Administrative Agent, subject to reasonable advance
notice to, and reasonable coordination with, the Company and during normal
business hours, to visit and inspect the properties of any Borrower, at the Borrowers&#146; expense to
the extent provided in clause (c) below, inspect, audit and make extracts from
any Borrower&#146;s corporate, financial or operating records, and discuss with its
officers and employees and, in the presence of the Company, any Borrower or a
Subsidiary of the Company, independent accountants (subject to such accountants&#146;
customary policies and procedures) such Borrower business, financial condition,
assets and results of operations; <U>provided</U> that excluding any such visits
and inspections during the continuation of an Event of Default, the
Administrative Agent shall not exercise such rights more often than once during
any calendar year absent the existence of an Event of Default; <U>provided</U>, <U>further</U> that neither the Company nor any Restricted Subsidiary will be
required to disclose, permit the inspection, audit, examination or making copies
or abstracts of, or discussion of, any document, information or other matter (i)
that constitutes non-financial trade secrets or non-financial proprietary
information, (ii) in respect of which disclosure to the Administrative Agent (or
its representatives or contractors) is prohibited by applicable Requirement of
Law or any binding agreement or (iii) that is subject to attorney-client or
similar privilege or constitutes attorney work product. In addition to the
foregoing, the Administrative Agent shall be permitted to conduct one Field
Examination and one Appraisal with respect to any Accounts or Inventory
comprising the Borrowing Base during any 12-month period; <U>provided</U>, <U>further</U>, that (i) if at any time Total Excess Availability is less than
the greater of (x) 17.5% of the Line Cap and (y) $35,000,000 for a period of 5
consecutive Business Days during such 12-month period, one additional Field
Examination and one additional Appraisal will be permitted in such 12-month
period and (ii) if an Event of Default has occurred and is continuing, there
shall be no limit on the number of additional Field Examinations and Appraisals
that shall be permitted at the Administrative Agent&#146;s request; it being
understood that such Field Examination or Appraisal once commenced, may be
completed at, subject to <U>Section 12.01</U>, the Borrowers&#146; expense
notwithstanding the cessation of such Event of Default. Neither the
Administrative Agent nor any Lender shall have any duty to any Borrower to share
any results of any Field Examination with any Borrower. The Company acknowledges
that all Field Examinations and Appraisals are conducted by or for the
Administrative Agent and Lenders for their purposes, and the Borrowers shall not
be entitled to rely upon them.</P>
<P align=center>-151- </P>
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<P
align=justify style="text-indent:5%">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Subject
  to <U>Section 12.01(a)</U>, reimburse the Administrative Agent for any
  reasonable and documented out-of-pocket costs and expenses of the Administrative
  Agent in connection with (i) one examination per fiscal year of any Borrower&#146;s
  books and records, (ii) if an Event of Default has occurred and is continuing,
  any examination per fiscal year of any Borrower&#146;s books and records (without
  duplication of the examination referred to in clause (i) above) and (iii) Field
  Examinations and Appraisals of Collateral comprising the Borrowing Base in each
  case subject to the limitations on such examinations, audits and Appraisals
permitted under the preceding paragraph and the succeeding paragraph. </P>
<P
align=justify style="text-indent:5%">(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding
the foregoing, Equipment and Real Property Appraisals will not be required at
any time following the delivery of the original Appraisals to the Administrative
Agent on the Closing Date. The Company may at its option and its sole cost and
expense, no more than three times after the Closing Date, elect to effect a
reappraisal of the Eligible Equipment and Eligible Fee-Owned Real Estate (a
&#147;<U>Fixed Asset Reappraisal Event</U>&#148;) by delivering written notice to the
Administrative Agent requesting the retention by the Administrative Agent of
appraisers reasonably satisfactory to them to commence Appraisals covering any
Eligible Fee-Owned Real Estate and all Eligible Equipment to be included in the
Borrowing Base calculation going forward; provided that any reappraisal of
Eligible Fee-Owned Real Estate that is consummated after the Second Amendment
Effective Date shall be accompanied by Phase I environmental assessments in
accordance with the ASTM E1527-13 standard and in form and substance reasonably
satisfactory to the Administrative Agent. Such environmental assessments shall
be at the Company&#146;s sole cost and expense. All reports of appraisers and all
environmental assessments must be provided directly to the Administrative Agent
who shall be entitled to rely thereon. Following the completion of any such
additional Appraisals (and environmental assessments in connection with any
Fixed Asset Reappraisal Event occurring after the Second Amendment Effective Date), the Company may choose to have the
Borrowing Base calculated based on the updated information set forth in such
Appraisals (and including only (i) the Eligible Equipment so appraised and (ii)
Eligible Fee-Owned Real Estate so appraised and subject to such environmental
assessments), until such time as a further additional Appraisal and
environmental assessment is completed, if ever, on the applicable assets;
<U>provided</U> that, the Company may not elect to conduct a Fixed Asset
Reappraisal Event unless, on the date of such election, the Consolidated Fixed
Charge Coverage Ratio for the most recently completed Test Period to occur on or
prior to such date of election is no less than 1.0 to 1.0, and no Default or
Event of Default exists and is continuing on such date. For the avoidance of
doubt, (i) even if the Company chooses not to cause the Borrowing Base to be
calculated based on such updated Appraisals, only the assets so appraised shall
be included in future Borrowing Base calculations and the Administrative Agent
may establish Reserves with respect to such assets in its Permitted Discretion,
and (ii) following such notice of a Fixed Asset Reappraisal Event, once such
Appraisals and environmental assessments have commenced, the Company shall not
have the option to discontinue such Appraisals and environmental assessments.
The Company acknowledges that all environmental assessments with respect to
Eligible Fee-Owned Real Estate and all Appraisals are conducted by or for the
Administrative Agent and Lenders for their purposes, and the Borrowers shall not
be entitled to rely upon them.</P>
<P align=center>-152- </P>
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<P
align=justify style="text-indent:5%">8.03.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Maintenance
of Property; Insurance</U>. </P>
<P
align=justify style="text-indent:5%">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The Company and each Restricted Subsidiary will, (i) keep all tangible property
necessary to the business of the Company and such Restricted Subsidiary in good
working order and condition, ordinary wear and tear, casualty and condemnation
excepted, except to the extent that the failure to so keep such property in good
working order and condition would not reasonably be expected to have a Material
Adverse Effect, (ii) maintain with financially sound and reputable insurance
companies (as determined in good faith by the Company) insurance on all such
property and the businesses of the Company and such Restricted Subsidiary
against loss or damage of the kinds customarily insured against by Persons
engaged in the same or similar businesses, of such types and in such amounts
(after giving effect to any self-insurance reasonably and customary for
similarly situated Persons who are engaged in the same or similar businesses as
the Company and its Restricted Subsidiaries) as are customarily carried under
similar circumstances by such other Persons (in the good faith determination of
the Company) and in accordance with industry practice for companies similarly
situated owning similar properties and engaged in similar businesses as the
Company and such Restricted Subsidiary and (iii) furnish to the Administrative
Agent, upon its reasonable request therefor, evidence as to its compliance with
the foregoing clause (ii). </P>
<P
align=justify style="text-indent:5%">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
If the improvements on a Mortgaged Property are at any time located in an area
identified by the Federal Emergency Management Agency (or any successor agency)
as a special flood hazard area with respect to which flood insurance has been
made available under the Flood Insurance Laws (including as a result of
re-zoning), then the Relevant Borrower shall, or shall cause the applicable
Credit Party to (i) maintain, with a financially sound and reputable insurer,
flood insurance in an amount and otherwise sufficient to comply with all
applicable Requirements of Law promulgated pursuant to the Flood Insurance Laws
and (ii) subject to the proviso in clause (f) of the definition of &#147;Collateral
and Guarantee Requirement&#148;, deliver to the Administrative Agent evidence of such
insurance in form and substance reasonably acceptable to the Administrative
Agent and the U.S. Tranche A Revolving Lenders, including, without limitation,
evidence of annual renewals of such insurance. </P>
<P
align=justify style="text-indent:5%">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Company and each Restricted Subsidiary will at all times keep its property
constituting Collateral insured in favor of the Collateral Agent, and all
policies or certificates (or certified copies thereof) with respect to such
insurance (and any other insurance maintained by the Company and/or such
Restricted Subsidiaries) (i) shall be endorsed to the Administrative Agent&#146;s
reasonable satisfaction for the benefit of the Collateral Agent
(including, without limitation, by naming the Collateral Agent as additional
loss payee or additional insured, as applicable), (ii) shall, in the case of
Canadian Collateral, include an Insurance Bureau of Canada, Form 3000, mortgagee
endorsement, and (iii) if agreed by the insurer (which agreement the Relevant
Borrower shall use commercially reasonable efforts to obtain), shall state that
such insurance policies shall not be canceled without at least 30 days&#146; prior
written notice thereof (or, with respect to non-payment of premiums, 10 days&#146;
prior written notice) by the respective insurer to the Collateral Agent; <U>provided</U> that the requirements of this Section 8.03(c) shall not apply to
(x) insurance policies covering (1) directors and officers, fiduciary or other
professional liability, (2) employment practices liability, (3) workers&#146;
compensation liability, (4) automobile and aviation liability, (5) health,
medical, dental and life insurance, and (6) such other insurance policies and
programs as the Collateral Agent may approve; and (y) self-insurance programs. </P>
<P align=center>-153- </P>
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<P
align=justify style="text-indent:5%">(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  If the Company or any Restricted Subsidiary shall fail to maintain insurance in
  accordance with this <U>Section 8.03</U>, after any applicable grace period, the
  Administrative Agent shall have the right (but shall be under no obligation),
  after 10 Business Days&#146; notice to the Company, to procure such insurance and the
  Credit Parties jointly and severally agree to reimburse the Administrative Agent
for all reasonable costs and expenses of procuring such insurance. </P>
<P
align=justify style="text-indent:5%">8.04.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Existence;
Franchises</U>. The Company and any Restricted Subsidiary will (a) do all things
necessary to preserve and keep in full force and effect the Company&#146;s existence
and (b) in the case of the Company and such Restricted Subsidiaries, its and
their rights, franchises, licenses, permits, and Intellectual Property, in each
case under this clause (b), to the extent the failure to do so would reasonably
be expected to have a Material Adverse Effect; <U>provided</U>, <U>however</U>,
that nothing in this <U>Section 8.04</U> shall prevent (i) sales and licenses of
assets and other transactions by the Company or such Restricted Subsidiaries in
accordance with <U>Section 9.02</U> or <U>Section 9.11</U>, (ii) the abandonment
or allowing the expiration or lapse by the Company or such Restricted
Subsidiaries of any rights, franchises, licenses, permits, or Intellectual
Property that the Company reasonably determines are no longer material to the
operations of the Company and such Restricted Subsidiaries taken as a whole, or
(iii) the withdrawal by the Company or such Restricted Subsidiaries of its
qualification as a foreign corporation, partnership, limited liability company
or unlimited liability company, as the case may be, in any jurisdiction if such
withdrawal could not, either individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect. </P>
<P
align=justify style="text-indent:5%">8.05.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Compliance
with Statutes, etc</U>. The Company and any Restricted Subsidiary will comply
with all applicable Requirements of Law, and all applicable restrictions imposed
by, all Governmental Authorities, in respect of the conduct of its business and
the ownership of its property (including applicable Requirements of Law relating
to ERISA, Canadian Employee Benefits Legislation, OFAC, FCPA, Anti-Terrorism
Laws, AML Legislation and Patriot Act), except in each case such noncompliance
as could not, either individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect. </P>
<P
align=justify style="text-indent:5%">8.06.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Compliance
with Environmental Laws</U>. The Company and any Restricted Subsidiary will
comply with all Environmental Laws and permits applicable to, or required by,
the ownership, lease or use of Real Property by the Company or any Restricted
Subsidiary, and will promptly pay or cause to be paid all costs and expenses
incurred in connection with such compliance, and will keep or cause to be kept
all such Real Property free and clear of any Liens imposed pursuant to such
Environmental Laws (other than Liens imposed on leased Real Property resulting
from the acts or omissions of the owner of such leased Real Property or of other
tenants of such leased Real Property who are not within the control of the
Company), except, in each case, where the failure to do so would not reasonably
be expected to have a Material Adverse Effect. Neither the Company nor any
Restricted Subsidiary will generate, use, treat, store, Release or permit the
generation, use, treatment, storage, or Release of Hazardous Materials at, on or under any Real Property by the Company or any
Restricted Subsidiary, or transport or permit the transportation of Hazardous
Materials to or from any such Real Property, except in compliance with all
Environmental Laws or where such non-compliance would not reasonably be expected
to have a Material Adverse Effect. </P>
<P align=center>-154- </P>
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<P
align=justify style="text-indent:5%">8.07.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>ERISA</U>.
  As soon as reasonably practicable and, in any event, within ten (10) Business
  Days after the Company or any Restricted Subsidiary knows of the occurrence of
  any of the following, the Company will deliver to the Administrative Agent a
  certificate setting forth a reasonable level of detail as to such occurrence and
  the action, if any, that the Company, such Restricted Subsidiary or, to the
  knowledge of the Company, an ERISA Affiliate is required or proposes to take,
  together with any notices required or proposed to be given or filed by the
  Company, such Restricted Subsidiary, the Plan administrator or, to the extent
  available, such ERISA Affiliate to or with the PBGC or any other Governmental
  Authority, or a Plan participant and any notices received by the Company, such
  Restricted Subsidiary or, to the extent available, such ERISA Affiliate from the
  PBGC or any other Governmental Authority, or a Plan participant with respect
  thereto: that (a) an ERISA Event has occurred that is reasonably expected to
  result in a Material Adverse Effect; or (b) the Company, any Restricted
  Subsidiary or, to the knowledge of the Company, any ERISA Affiliate adopts, or
  commences contributions to, any Plan subject to Section 412 of the Code, or
  adopts any amendment to a Plan subject to Section 412 of the Code which is
reasonably expected to result in a Material Adverse Effect. </P>
<P
align=justify style="text-indent:5%">8.08.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Payment of Taxes</U>. Each of the Company and any Restricted Subsidiary will
pay and discharge all Taxes imposed upon it or upon its income or profits or
upon any properties belonging to it, prior to the date on which penalties attach
thereto and all lawful claims which, if unpaid, might become a Lien or charge
upon any properties of the Company or any Restricted Subsidiary not otherwise
permitted under <U>Section 9.01(iv)</U>; <U>provided</U> that neither the
Company nor any Restricted Subsidiary shall be required to pay any such Tax or
claim which is being contested in good faith and by appropriate proceedings if
it has maintained adequate reserves with respect thereto in accordance with
GAAP, or where the failure to pay such Tax or claim would not, individually or
in the aggregate, reasonably be expected to result in a Material Adverse Effect.
</P>
<P
align=justify style="text-indent:5%">8.09.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Use
of Proceeds</U>. Each Borrower will use the proceeds of the Loans only as
provided in <U>Section 7.08</U>. No part of the proceeds of any Loans or Letters
of Credit hereunder will be used, by any Credit Party or any of its Subsidiaries
for the purpose of funding any operations in, financing any investments or
activities in or making any payments in violation of Sanctions, the Special
Economics Measures Act (Canada), Anti-Terrorism Laws, AML Legislation and any
similar Requirements of Law of Canada or the FCPA. </P>
<P
align=justify style="text-indent:5%">8.10.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Additional
Security; Further Assurances; etc</U>. </P>
<P
align=justify style="text-indent:5%">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each
Borrower and each Wholly-Owned Restricted Subsidiary which is a Domestic
Subsidiary, a Canadian Subsidiary or a Dutch Subsidiary, but excluding any
Excluded Subsidiary, will promptly grant to the Collateral Agent for the benefit
of the Secured Creditors perfected security interests in such Collateral of such
Borrower and such Restricted Subsidiaries as are not covered by Security
Documents then in effect, in order to comply with the Collateral and Guarantee
Requirement. </P>
<P
align=justify style="text-indent:5%">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Subject to the provisions of the Collateral and Guarantee Requirement and the
other limitations set forth in this Agreement or the applicable Security
Documents, with respect to any Person that is or becomes after the Closing Date
a Wholly-Owned Restricted Subsidiary that is either a Domestic Subsidiary, a
Canadian Subsidiary, or a Dutch Subsidiary, or any such Wholly-Owned Restricted
Subsidiary that ceases to constitute an Excluded Subsidiary, but excluding any
Excluded Subsidiary, the applicable Credit Party that is the parent of such
Wholly-Owned Restricted Subsidiary or such Wholly-Owned Restricted Subsidiary, as applicable, shall within 30
days (other than with respect to Real Property, which actions shall be required
only to the extent, and pursuant to the timing, required by clause (f) of this
  <U>Section 8.10</U>) (or such longer period as the Administrative Agent may
reasonably agree) of such event, (i) cause such new Subsidiary (A) to execute a
joinder agreement to this Agreement, in the form attached as <U>Exhibit E</U> hereto, to join as a Guarantor hereto and a joinder agreement to each applicable
Security Agreement, substantially in the form annexed thereto, or, if
applicable, each additional Security Document in lieu of such joinder, <U>provided</U> that such additional Security Document shall be substantially
similar in form and substance to such applicable Security Agreement and (B) to
take all actions, if any, reasonably necessary or advisable in the opinion of
the Administrative Agent to cause the Lien created by the applicable Security
Agreement to be duly perfected to the extent required by the Collateral and
Guarantee Requirement in accordance with all applicable law, including the
filing of financing statements as required by the Collateral and Guarantee
Requirement; and (ii) at the reasonable request of the Administrative Agent,
deliver to the Administrative Agent a signed copy of an opinion, addressed to
the Administrative Agents, the Collateral Agent and the other Lenders, of
counsel to the Credit Parties reasonably acceptable to the Administrative Agent
as to such matters set forth in this <U>Section 8.10(b)</U> (<U>provided</U> that the Administrative Agent agrees that any such opinion that is similar in
scope and substance to the opinion of the applicable counsel to the Credit
Parties delivered on the Closing Date with respect to the Security Documents
delivered on the Closing Date shall be reasonably acceptable to the
Administrative Agent). </P>
<P align=center>-155- </P>
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<P
align=justify style="text-indent:5%">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Subject
  to the limitation set forth in the Collateral and Guarantee Requirement and the
  other limitations set forth in this Agreement or the applicable Security
  Documents, each of the Credit Parties will, at the expense of the Company, make,
  execute, endorse, acknowledge, file and/or deliver to the Administrative Agent,
  promptly, upon the reasonable request of the Administrative Agent, at Company&#146;s
  expense, any document or instrument supplemental to or confirmatory of the
  Security Documents required by the Collateral and Guarantee Requirement that are
  deemed by the Administrative Agent reasonably necessary for the continued
  validity, perfection (or the equivalent with respect to the Canadian Credit
  Parties under applicable law in Canada and with respect to the Dutch Credit
  Parties, under applicable law in the Netherlands or England) and priority of the
  Liens on the Collateral covered thereby subject to no other Liens except for
  Permitted Liens or as otherwise permitted by the applicable Security Document.
</P>
<P
align=justify style="text-indent:5%">(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each
of the Credit Parties agrees that each action required by clauses (a) through
(c) of this <U>Section 8.10</U> shall be completed as soon as reasonably
practicable, after such action is required to be taken pursuant to such clauses
or requested to be taken by the Administrative Agent or the Required Lenders (or
such longer period as the Administrative Agent shall otherwise reasonably
agree), as the case may be; <U>provided</U> that, without limiting (x) any
requirement to take any Additional Account Security Action set forth in the
definition of the term &#147;Eligible Accounts&#148; solely for the purpose of determining
the eligibility of Accounts originated by any Borrower that are owed from
Account Debtors located in any Account Debtor Approved Country (other than the
United States, Canada or the Netherlands) for inclusion in the applicable
Borrowing Base or (y) any requirement to take any Additional Inventory Security
Action set forth in the definition of the term &#147;Eligible Inventory&#148; solely for
the purpose of determining the eligibility of any Inventory owned by a Dutch
Borrower and located in the United Kingdom, France or Germany for inclusion in
the Dutch Borrowing Base, in no event will the Credit Parties be required to
take any action, other than using its commercially reasonable efforts, to obtain
consents from third parties with respect to its compliance with this <U>Section
8.10</U>. </P>
<P
align=justify style="text-indent:5%">(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(i) During the continuance of a Cash Dominion Period and (ii) after delivery of
a written notice thereof by the Administrative Agent to the Company, to request
Account Debtor notifications in the relevant Account Debtor Approved Countries,
the Relevant Borrowers shall provide notice to the Account Debtors in such requested Account Debtor Approved
Countries of the Collateral Agent&#146;s security interest in the Accounts owing by
such Account Debtors. </P>
<P align=center>-156- </P>
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<P
align=justify style="text-indent:5%">(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Subject
  to the limitation set forth in the Collateral and Guarantee Requirement and the
  other limitations set forth in this Agreement or the applicable Security
  Documents, with respect to any Material Real Property acquired by any U.S.
  Credit Party or any Canadian Credit Party after the Closing Date (or, in each
  such case, with respect to any Person that is or becomes after the Closing Date
  a U.S. Credit Party or a Canadian Credit Party, any Material Real Property owned
  by such Credit Party as to the date such Person became a Credit Party), within
  90 days after such acquisition (or designation or formation as a Credit Party)
  (or with respect to any Material Real Property under construction or
  improvement, within 90 days after substantial completion thereof) (or such later
  date as the Administrative Agent may agree in its reasonable discretion) such
  Credit Party shall (i) grant to the Collateral Agent for the benefit of the
  Secured Creditors security interests in and Mortgages on such Material Real
  Property pursuant to documentation substantially in the form of Mortgage
  delivered to the Collateral Agent with respect to the Mortgaged Properties set
  forth on <U>Schedule 5.15</U> as of the Closing Date or in such other form as is
  reasonably satisfactory to the Administrative Agent (each, an &#147;<U>Additional
    Mortgage</U>&#148;), which security interest and mortgage shall constitute valid and
  enforceable Liens subject to no other Liens except Permitted Liens, at the time
  of recordation thereof, and (ii) record or file, and cause each such Credit
  Party to record or file, the Additional Mortgage or instruments related thereto
  in such manner and in such places as is required by law to establish, preserve
  and protect the Liens in favor of the Collateral Agent (for the benefit of the
  Secured Creditors) required to be granted pursuant to the Additional Mortgages
  and pay, and cause each such Credit Party to pay, in full, all recording and
  similar taxes, fees and other charges required to be paid in connection with
  such recording or filing, and deliver to the Collateral Agent all Related Real
Estate Documents in connection with such additional Mortgaged Properties. </P>
<P
align=justify style="text-indent:5%">8.11.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Post-Closing Actions</U>. Each of the Credit Parties agrees that it will
complete each of the actions described below as soon as commercially reasonable
and by no later than the date set below with respect to such action or such
later date as the Administrative Agent may reasonably agree:</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;with
respect to each Real Property listed on <U>Schedule 5.15</U>, the relevant
Credit Parties shall cause to be delivered to the Collateral Agent each of the
Related Real Estate Documents within 90 days following the Closing Date;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
the Administrative Agent shall have received the appropriate endorsements for
the certificates of insurance delivered pursuant to <U>Section 5.12</U> within
30 days following the Closing Date;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;within
five (5) Business Days following the Closing Date, the Administrative Agent
shall have received (x) the Dutch Pledges Over Shares, which Dutch Pledges Over
Shares (i) shall have been duly authorized, executed and delivered by each Dutch
Credit Party party thereto and (ii) shall be in form and substance reasonably
satisfactory to the Collateral Agent and (y) an opinion from NautaDutilh,
special Dutch counsel to the Credit Parties, addressed to the Administrative
Agents, the Collateral Agent and each of the Lenders party hereto on such date
in form and substance reasonably satisfactory to the Administrative Agent;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;[Reserved];</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
within five (5) Business Days following the Closing Date, the Company shall
deliver to the Administrative Agent the certificate representing Equity
Interests of SunOpta Global Organic Ingredients, Inc. (and the accompanying
irrevocable undated stock power or stock transfer form);</P>
<P align=center>-157- </P>
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<P style="margin-left:5%;text-indent:5%;" align=justify>(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;within
  five (5) Business Days following the Closing Date, the Collateral Agent shall
  have received the Subordinated Intercompany Note duly executed by the Company
  and each Restricted Subsidiary, together with undated instruments of transfer
with respect thereto endorsed in blank; and</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(g)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;within
thirty (30) days following the Closing Date, the Administrative Agent shall have
received (i) a draft of the Quebec Hypothec and RDPRM registration form for the
Collateral Agent&#146;s approval, and (ii) evidence that such Quebec Hypothec shall
have been duly authorized, executed and delivered by Tradin Organics USA LLC.
Once approved by the Collateral Agent, and subsequent to the execution and
requisite filing/registration of same, the Administrative Agent shall have
received (i) RDPRM and Lien searches and other evidence reasonably satisfactory
to the Collateral Agent that such filing/registration are the only Liens against
Tradin Organics USA LLC or the Collateral thereof except Liens permitted by
Section 9.01 hereof, and (ii) an opinion from Miller Thomson LLP, special Quebec
counsel to Tradin Organics USA LLC, addressed to the Administrative Agents, the
Collateral Agent and each of the Lenders party hereto on such date in form and
substance reasonably satisfactory to the Administrative Agent. </P>
<P
align=justify style="text-indent:5%">8.12.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Dutch Works Council Act</U>. Each Dutch Credit Party shall comply with the
requirements of the Dutch Works Council Act in respect of the Transaction and
the transactions contemplated thereby. </P>
<P
align=justify style="text-indent:5%">8.13.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Certain
Additional Account Security Actions and Additional Inventory Security
Actions</U>. (a) Each applicable Borrower shall endeavor to satisfy the
Additional Account Security Actions with respect to Accounts originated by such
Borrower that are owed from Account Debtors located in the United Kingdom,
France and Germany within thirty (30) calendar days after the Closing Date and
(b) each applicable Dutch Borrower shall endeavor to satisfy the Additional
Inventory Security Actions with respect to Inventory located in the United
Kingdom that is owned by such Dutch Borrower within thirty (30) calendar days
after the Closing Date; <U>provided</U> that the failure by any Borrower to take
such Additional Account Security Actions and/or Additional Inventory Security
Actions pursuant to this<U> Section 8.13</U> shall not constitute a Default or
an Event of Default and the effect of any such failure shall be limited to the
impact, if any, on the eligibility of such Accounts or Inventory, as applicable,
for inclusion in the applicable Borrowing Base pursuant to the rules set forth
in the definitions of the terms &#147;Eligible Accounts&#148; and &#147;Eligible Inventory&#148;.
</P>
<P
align=justify style="text-indent:5%">8.14.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Designation of Unrestricted Subsidiaries</U>. The Company may at any time
after the Closing Date designate any Restricted Subsidiary as an Unrestricted
Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by written
notice to the Administrative Agent; <U>provided</U> that (i) immediately before
and after such designation, no Event of Default shall have occurred and be
continuing, (ii) immediately after giving effect to such designation, the
Distribution Conditions shall be satisfied on a pro forma basis, (iii) in the
case of any Borrower designated as an Unrestricted Subsidiary, all Loans
outstanding to such Borrower shall be repaid in full or assumed by another
Borrower and all Letters of Credit issued for the account of such Borrower shall
have expired or been terminated or assumed by another Borrower, (iv) in the case
of the designation of any Subsidiary as an Unrestricted Subsidiary, such
designation shall constitute an Investment in such Unrestricted Subsidiary
(calculated as an amount equal to the aggregate Fair Market Value of all
outstanding Investments owned by the Company and its Restricted Subsidiaries in
such Subsidiary), and such Investment shall be permitted under <U>Section
9.05</U>, (v) no Subsidiary may be designated as an Unrestricted Subsidiary if
it is a &#147;Restricted Subsidiary&#148; for the purpose of (I) the Second Lien Notes
Indenture, or (II) any other Contractual Requirement governing any Indebtedness, in each
case of this clause (II), with a principal amount in excess of the Threshold
Amount, (vi) immediately after giving effect to the designation of an
Unrestricted Subsidiary as a Restricted Subsidiary, the Company shall comply
with the provisions of <U>Section 8.10</U> with respect to such designated
Restricted Subsidiary, (vii) no Restricted Subsidiary may be a Subsidiary of an
Unrestricted Subsidiary, (viii) in the case of the designation of any Subsidiary
as an Unrestricted Subsidiary, no recourse whatsoever (whether by contract or by
operation of law or otherwise) may be had to the Company or any Restricted
Subsidiary or any of their respective properties or assets for any obligations
of such Unrestricted Subsidiary except as permitted by <U>Section 9.05</U> and
(ix) the Company shall have delivered to the Administrative Agent and each
Lender a certificate executed by Responsible Officer, certifying to the best of
such officer&#146;s knowledge, compliance with the requirements of the preceding
clauses (i) through (vii), inclusive, and containing the calculations (in
reasonable detail) required by the preceding clause (ii). The designation of any
Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (A) the
incurrence at the time of designation of any Investment, Indebtedness or Liens
of such Subsidiary existing at such time and (B) a return on any Investment by
the Company in Unrestricted Subsidiaries pursuant to the preceding sentence in
an amount equal to the Fair Market Value at the date of such designation of the
Company&#146;s Investment in such Subsidiary. </P>
<P align=center>-158- </P>
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<P
align=justify style="text-indent:5%">8.15.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Collateral
Monitoring and Reporting</U>. </P>
<P
align=justify style="text-indent:5%">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Borrowing
Base Certificates</U>. By the 20th calendar day after the end of each fiscal
month of the Company, the Company shall deliver to the Administrative Agent (and
the Administrative Agent shall promptly deliver same to Lenders) a Borrowing
Base Certificate as of the close of business of the previous month;
<U>provided</U> that, if a Weekly Reporting Event shall have occurred and be
continuing, the Company shall deliver to the Administrative Agent weekly
Borrowing Base Certificates by Wednesday of every week prepared as of the close
of business on Friday of the previous week, which weekly Borrowing Base
Certificates shall be in standard form unless otherwise reasonably agreed to by
the Administrative Agent; it being understood that any Borrowing Base
Certificates delivered on a weekly basis will be limited to updating the
balances of the Accounts as of the most recently ended week. All information
(including calculation of Total Excess Availability) in a Borrowing Base
Certificate shall be certified by the Company. The Administrative Agent may from
time to time adjust any such report to the extent any information or calculation
is inaccurate or does not comply with this Agreement in accordance with the
definitions of &#147;Canadian Borrowing Base&#148;, &#147;Dutch Borrowing Base&#148;, &#147;U.S. Tranche
A Borrowing Base&#148; and &#147;U.S. Tranche B Borrowing Base&#148;. </P>
<P
align=justify style="text-indent:5%">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Records
and Schedules of Accounts</U>.</P>
<P
align=justify style="text-indent:5%">(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Each Borrower shall keep accurate and complete records of its Accounts in all
material respects, including all payments and collections thereon, and the
Company shall submit to the Administrative Agent sales, collection,
reconciliation and other reports at the time of delivery of each Borrowing Base
Certificate. The Company shall also provide to the Administrative Agent, at the
time of delivery of each Borrowing Base Certificate, a summary aged trial
balance of all Accounts as of the end of the preceding month. </P>
<P
align=justify style="text-indent:5%">(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;During
(A) any Cash Dominion Period, whether or not a Default or Event of Default
exists or (B) the continuance of an Event of Default, the Administrative Agent
shall have the right, in the name of the Administrative Agent, any designee of
the Administrative Agent or any Credit Party, to verify the validity, amount or
any other matter relating to any Accounts of the Credit Parties by mail,
telephone or otherwise. The Credit Parties shall cooperate fully with
Administrative Agent in an effort to facilitate and promptly conclude any such
verification process. </P>
<P align=center>-159- </P>
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<P
align=justify style="text-indent:5%">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Cash
Management</U>.</P>
<P
align=justify style="text-indent:5%">(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Within ninety (90) days after the Closing Date (or such longer period as the
Administrative Agent may reasonably agree), (A) the U.S. Parent Borrower shall
have opened an account maintained by the U.S. Administrative Agent at BANA in
the United States, under its sole dominion and control (the &#147;<U>U.S. Dominion
Account</U>&#148;), (B) the Company shall have opened an account maintained by the
Canadian Administrative Agent at BANA in Canada, under its sole dominion and
control (the &#147;<U>Canadian Dominion Account</U>&#148;), and (C) the Dutch Parent
Borrower shall have opened an account with a depository bank reasonably
satisfactory to the Administrative Agent in the United Kingdom, over which a
perfected first priority security interest and control has been granted to the
Collateral Agent pursuant to an English Control Agreement (the &#147;<U>Dutch
Dominion Account</U>&#148; and, together with the U.S. Dominion Account and the
Canadian Dominion Account, the &#147;<U>Dominion Accounts</U>&#148;). </P>
<P
align=justify style="text-indent:5%">(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Within
ninety (90) days after the Closing Date (or such longer period as the
Administrative Agent may reasonably agree), the U.S. Credit Parties shall have
moved their Deposit Accounts into which the proceeds or products of Collateral
may have been deposited to BANA (the &#147;<U>U.S. Collection Bank</U>&#148;) in the
United States (and shall have closed any Deposit Accounts (other than Excluded
Accounts) owned by them at any other financial institution and into which the
proceeds or products of Collateral may have been deposited unless reasonably
agreed by the Administrative Agent), and shall have entered into a Deposit
Account Control Agreement reasonably satisfactory to the Administrative Agent,
with respect to each such Deposit Account (collectively, the &#147;<U>U.S. Collection
Accounts</U>&#148;). All U.S. Collection Accounts shall thereafter be maintained with
BANA. No U.S. Credit Party shall after the Closing Date open or establish any
Deposit Account into which the proceeds or products of Collateral may be
deposited with any financial institution, other than BANA. Each U.S. Credit
Party shall instruct all Account Debtors of the U.S. Credit Parties to remit all
payments to the &#147;P.O. Boxes&#148; or &#147;Lockbox Addresses&#148; of the U.S. Collection Bank
(or to remit such payments to the U.S. Collection Bank by electronic settlement)
with respect to all Accounts of such Account Debtor, which remittances shall be
collected by the U.S. Collection Bank and deposited in a U.S. Collection
Account. Each U.S. Credit Party hereby agrees that all cash that constitutes
proceeds or products of Collateral received by such U.S. Credit Party in any
Deposit Account that is not a U.S. Collection Account will be promptly
transferred into a U.S. Collection Account. There shall be at all times at least
one Collection Account in the U.S. Each Deposit Account Control Agreement
relating to a U.S. Collection Account shall (unless otherwise reasonably agreed
by the Administrative Agent) include provisions that allow, during any Cash
Dominion Period, for all collected amounts held in such U.S. Collection Account
from and after the date requested by the Administrative Agent, to be sent by ACH
or wire transfer or similar electronic transfer no less frequently than once per
Business Day to the U.S. Dominion Account. Subject to the terms of the
respective Security Document and to <U>Section 10.11</U>, all amounts received
in the U.S. Dominion Account during the existence of a Cash Dominion Period
shall be applied (and allocated) by the Administrative Agent on a daily basis in
accordance with <U>Section 2.09(b)(vi)</U>. </P>
<P
align=justify style="text-indent:5%">(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Within
ninety (90) days after the Closing Date (or such longer period as the
Administrative Agent may reasonably agree), the Canadian Credit Parties shall
have used commercially reasonable efforts to enter into a Deposit Account
Control Agreement reasonably satisfactory to the Administrative Agent, with
respect to each Deposit Account (other than Excluded Accounts) owned by them in
the Canada and into which the proceeds or products of Collateral may have been
deposited and existing as of such date; <U>provided</U> that to the extent a
Deposit Account Control Agreement has not been obtained on or prior to the date
that is ninety (90) days after the Closing Date (or such later date as the
Administrative Agent may reasonably agree) over any such Deposit Account, the
Canadian Credit Parties shall have moved such Deposit Account to BANA, or
another depositary bank who has entered into such a Deposit Account Control
Agreement (collectively, the &#147;<U>Canadian Collection Accounts</U>&#148;. Each
Canadian Credit Party shall instruct all Account Debtors of the Canadian Credit
Parties to remit all payments to the &#147;P.O. Boxes&#148; or &#147;Lockbox Addresses&#148; of the depositary banks
maintaining Canadian Collection Accounts (or to remit such payments to the
applicable depositary bank by electronic settlement) with respect to all
Accounts of such Account Debtor, which remittances shall be collected by such
depositary banks and deposited in a Canadian Collection Account. Each Canadian
Credit Party hereby agrees that all cash that constitutes proceeds or products
of Collateral received by such Canadian Credit Party in any Deposit Account that
is not a Canadian Collection Account will be promptly (and, in any event within
two Business Days) transferred into a Canadian Collection Account. There shall
be at all times at least one Collection Account in Canada. Each Deposit Account
Control Agreement relating to a Canadian Collection Account shall (unless
otherwise reasonably agreed by the Administrative Agent ) include provisions
that allow, during any Cash Dominion Period, for all collected amounts held in
such Canadian Collection Account from and after the date requested by the
Administrative Agent, to be sent by ACH or wire transfer or similar electronic
transfer no less frequently than once per Business Day to the Canadian Dominion
Account. Subject to the terms of the respective Security Document and to <U>Section 10.11</U>, all amounts received in the Canadian Dominion Account
during the existence of a Cash Dominion Period shall be applied (and allocated)
by the Administrative Agent on a daily basis in accordance with <U>Section
2.09(b)(vi)</U>. </P>
<P align=center>-160- </P>
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<P
align=justify style="text-indent:5%">(iv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Within
  ninety (90) days after the Closing Date (or such longer period as the
  Administrative Agent may reasonably agree), the Dutch Credit Parties shall have
  (A) used commercially reasonable efforts to open an account with a depositary
  bank reasonably satisfactory to the Administrative Agent in the United Kingdom
  and (B) grant a perfected first priority security interest and control over any
  such account to the Collateral Agent pursuant to an English Control Agreement
  and a fixed charge over any such account governed by English law between the
  relevant Dutch Credit Party and the Collateral Agent; <U>provided</U> that to
  the extent an English Control Agreement has not been obtained on or prior to the
  date that is ninety (90) days after the Closing Date (or such later date as the
  Administrative Agent may reasonably agree) over any such account, the Dutch
  Credit Parties shall have opened such account to BANA, or another depositary
  bank who has entered into such a English Control Agreement (the &#147;<U>Dutch
    Collection Account</U>&#148;). Within 120 days after the Closing Date (or such longer
  period as the Administrative Agent may reasonably agree), the Dutch Credit
  Parties shall instruct all Account Debtors of the Dutch Credit Parties to remit
  all payments to the &#147;P.O. Boxes&#148; or &#147;Lockbox Addresses&#148; of the depositary bank
  maintaining the Dutch Collection Account (or to remit such payments to such
  depositary bank by electronic settlement) with respect to all Accounts of such
  Account Debtor, which remittances shall be collected by such depositary bank and
  deposited in the Dutch Collection Account. Each Credit Party hereby agrees that
  from and after the date the Dutch Collection Account is opened, all amounts held
  in Deposit Accounts owned by the Dutch Credit Parties in the Netherlands and
  into which the proceeds and products of Collateral may be deposited (other than
  Excluded Accounts) shall be sent by ACH or wire transfer or similar electronic
  transfer no less frequently than once per Business Day to the Dutch Collection
  Account. The English Control Agreement relating to the Dutch Collection Account
  shall (unless otherwise reasonably agreed by the Administrative Agent) include
  provisions that allow, during any Cash Dominion Period, for all collected
  amounts held in such Dutch Collection Account from and after the date requested
  by the Administrative Agent, to be sent by ACH or wire transfer or similar
  electronic transfer no less frequently than once per Business Day to the Dutch
  Dominion Account. Subject to the terms of the respective Security Documents and
  to <U>Section 10.11</U>, all amounts received in the Dutch Dominion Account
  during the existence of a Cash Dominion Period shall be applied (and allocated)
  by the Administrative Agent on a daily basis in accordance with Section 2.09(c)
.. </P>
<P
align=justify style="text-indent:5%">(v)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;During
the continuance of a Cash Dominion Event, at the request of the Administrative
Agent, each of the relevant Credit Parties shall provide the Administrative
Agent with an accounting of the contents of the Collection Accounts not
maintained at BANA, which shall identify, to the reasonable satisfaction of the
Administrative Agent, the proceeds from the Collateral which were deposited into
a Collection Account and swept into a Dominion Account. </P>
<P align=center>-161- </P>
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<P
align=justify style="text-indent:5%">(vi)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Credit Parties (other than the Dutch Credit Parties) may close Deposit Accounts
and/or open or acquire new Deposit Accounts, subject to the limitations set
forth above, and the use of commercially reasonable efforts to execute and
deliver to the Administrative Agent appropriate Deposit Account Control
Agreements (except with respect to Excluded Accounts) consistent with the
provisions of this <U>Section 8.15</U>, within ninety (90) days of the opening
or acquisition thereof (as may be extended by the Administrative Agent acting
reasonably), it being understood that no such new Deposit Account shall qualify
as a U.S. Collection Account or Dutch Collection Account until such Deposit
Account Control Agreement is obtained. So long as no Cash Dominion Period is
continuing, the Credit Parties may direct the manner of disposition of funds in
the Collection Accounts (including transfers to the Excluded Accounts) and any
amounts remaining on deposit in any Dominion Account shall promptly be
transferred by the Administrative Agent or relevant depositary bank to a
Collection Account specified by the Company and may not be used by the
Administrative Agent to prepay the Loans or other Obligations thereafter unless
and until a new Cash Dominion Period shall occur. </P>
<P
align=justify style="text-indent:5%">(vii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Dominion Accounts shall at all times be under the sole dominion and control of
the Collateral Agent. Each Credit Party hereby acknowledges and agrees that (i)
such Credit Party has no right of withdrawal from the Dominion Accounts, except
as specified in clause (vi) above, (ii) the funds on deposit in the Dominion
Accounts shall at all times continue to be Collateral for all of the
Obligations, and (iii) the funds on deposit in the Dominion Accounts shall be
applied as provided in this Agreement. In the event that, notwithstanding the
provisions of this <U>Section 8.15</U>, during the continuation of a Cash
Dominion Period, any Credit Party receives or otherwise has dominion and control
of any proceeds or collections of Collateral (other than amounts constituting
proceeds of Indebtedness (including the Loans)), such proceeds and collections
shall be held in trust by such Credit Party for the Secured Creditors, shall not
be commingled with any of such Credit Party&#146;s other funds or deposited in any
account of such Credit Party and shall promptly be deposited into the Dominion
Accounts or dealt with in such other fashion as such Credit Party may be
instructed by the Administrative Agent. </P>
<P
align=justify style="text-indent:5%">(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Administration
of Deposit Accounts</U>. <U>Schedule 8.15(d)</U> sets forth, as of the Closing
Date, all Deposit Accounts (other than Excluded Accounts) maintained by the
Credit Parties, including all Dominion Accounts. The applicable Credit Party
shall be the sole account holder of each Deposit Account (other than any
Excluded Account) into which the proceeds or products of any Collateral are, or
are intended to be, deposited and shall not allow any other Person to have a
perfected Lien (other than Permitted Liens) on any Deposit Account or any
property deposited therein. On each date on which Section 8.01 Financials are
required to be delivered to the Administrative Agent, each Credit Party shall
notify the Administrative Agent of any opening or closing of a Deposit Account
(other than any Excluded Account) into which the proceeds or products of any
Collateral are, or are intended to be, deposited and, with the consent of the
Administrative Agent, will amend <U>Schedule 8.15(d)</U> to reflect the same.
</P>
<P
align=justify style="text-indent:5%">(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Inventory, Equipment and Real Estate</U>. Each Borrower shall keep accurate
and complete records of its Inventory, Equipment and Real Property, in all
material respects, including costs and daily withdrawals and additions, and
shall submit to the Administrative Agent Inventory, Equipment, Real Property and
reconciliation reports at the time of delivery of each Borrowing Base
Certificate. </P>
<P
align=justify style="text-indent:5%">Section
9&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Negative Covenants</U>. The Company and
any Restricted Subsidiary hereby covenant and agree that on and after the
Closing Date and until the Payment in Full Date:</P>
<P
align=justify style="text-indent:5%">9.01.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Liens</U>. Each of the Company and any Restricted Subsidiary shall not,
directly or indirectly, create, incur, assume or suffer to exist any Lien upon
or with respect to any property or assets (real or personal, tangible or
intangible) of the Company or any Restricted Subsidiary, whether now owned or
hereafter acquired; <U>provided</U> that the provisions of this <U>Section
9.01</U> shall not prevent the creation, incurrence, assumption or existence of, or any filing
in respect of, the following (Liens described below are herein referred to as
&#147;<U>Permitted Liens</U>&#148;):</P>
<P align=center>-162- </P>
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<P style="margin-left:5%;text-indent:5%;" align=justify>(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Liens
  created pursuant to the Credit Documents (including Liens on Secured Bank
Product Obligations);</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;pledges,
deposits or security by such Person under workmen&#146;s compensation laws,
unemployment insurance, employers&#146; health tax, and other social security
Requirements of Law or similar legislation or other insurance related
obligations (including, but not limited to, in respect of deductibles,
self-insured retention amounts and premiums and adjustments thereto) or
indemnification obligations of (including obligations in respect of letters of
credit or bank guarantees for the benefit of) insurance carriers providing
property, casualty or liability insurance, or good faith deposits in connection
with bids, tenders, contracts (other than for the payment of Indebtedness) or
leases to which such Person is a party, or deposits to secure public or
statutory or similar obligations of such Person or deposits of cash or U.S.
government bonds to secure surety or appeal bonds to which such Person is a
party, or deposits as security for contested taxes or import duties or for the
payment of rent, in each case incurred in the ordinary course of business
(including Liens to secure letters of credit issued to assure payment of such
obligations);</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Liens imposed by Requirement of Law, such as landlords&#146;, carriers&#146;,
warehousemen&#146;s, materialmen&#146;s, repairmen&#146;s, mechanics&#146; and similar Liens, in
each case for sums not yet overdue for a period of more than 90 days or remain
payable without penalty or being contested in good faith by appropriate actions
if adequate reserves with respect thereto are maintained on the book of such
person in accordance with GAAP or other Liens arising out of judgments or awards
not constituting an Event of Default under <U>Section 10</U>;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(iv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Liens for Taxes, assessments or other governmental charges not yet overdue or
not yet payable or subject to penalties for nonpayment or which are being
contested in good faith by appropriate actions diligently conducted, if adequate
reserves with respect thereto are maintained on the books of such Person in
accordance with GAAP;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(v)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Liens in favor of issuers of performance, surety, bid, indemnity, warranty,
release, appeal or similar bonds or with respect to other regulatory
requirements or letters of credit or bankers acceptances issued, and completion
guarantees provided for, in each case, issued pursuant to the request of and for
the account of such Person in the ordinary course of its business or consistent
with past practice prior to the Closing Date;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(vi)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Liens
securing obligations relating to any Indebtedness permitted to be Incurred
pursuant to <U>Section 9.04(ii</U>) or (<U>xxv</U>), so long as after giving
effect to the incurrence of any such Indebtedness, the Consolidated Secured
Leverage Ratio of the Company is less than 5.00:1.00; <U>provided</U> that, to
the extent such Liens attach to any Collateral, then the Liens on the Collateral
securing such obligations, shall (x) rank junior to the Liens securing the
Obligations and (y) be subject to the Intercreditor Agreement or another
intercreditor agreement reasonably satisfactory in form and substance to the
Administrative Agent;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(vii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Liens securing obligations relating to any Indebtedness permitted to be Incurred
pursuant to clause (v) of <U>Section 9.04</U> hereof; <U>provided</U> that such
Liens extend only to the assets so purchased, leased or improved and any
accessions or extensions thereof;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(viii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Liens
existing on the Closing Date or pursuant to agreements in existence on the
Closing Date and set forth in <U>Schedule 9.01(viii)</U> (which may include
Liens on (A) after-acquired property that is affixed or incorporated
into the property covered by such Lien, (B) after-acquired property subject to a
Lien securing such Indebtedness, the terms of which Indebtedness require or
include a pledge of after-acquired property (it being understood that such
requirement shall not be permitted to apply to any property to which such
requirement would not have applied but for such acquisition) and (C) the
proceeds and products thereof), including Liens securing any Refinancing
Indebtedness secured by such Liens;</P>
<P align=center>-163- </P>
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<P style="margin-left:5%;text-indent:5%;" align=justify>(ix)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)
  Liens on property or shares of stock or other assets of a Person at the time
  such Person becomes a Subsidiary; <U>provided</U> that such Liens are not
  created or incurred in connection with, or in contemplation of, such other
  Person becoming such a Subsidiary; <U>provided</U>, <U>further</U>, that such
  Liens may not extend to any other property or other assets owned by the Company
  or any of the Restricted Subsidiaries (other than (A) after-acquired property
  that is affixed or incorporated into the property covered by such Lien, (B)
  after-acquired property subject to a Lien securing such Indebtedness, the terms
  of which Indebtedness require or include a pledge of after-acquired property (it
  being understood that such requirement shall not be permitted to apply to any
  property to which such requirement would not have applied but for such
  acquisition) and (C) the proceeds and products thereof); and (b) Liens on
  property or other assets at the time the Company or a Restricted Subsidiary
  acquired the property or such other assets, including any acquisition by means
  of a merger, amalgamation or consolidation with or into the Company or any of
  the Restricted Subsidiaries; <U>provided</U> that such Liens are not created or
  incurred in connection with, or in contemplation of, such acquisition,
  amalgamation, merger or consolidation; <U>provided</U>, <U>further</U>, any
  Liens on assets of a type included in the Borrowing Base (other than on
  Equipment and Real Property) by the Credit Parties pursuant to this clause
  (viii) shall be junior and subordinate to the Collateral Agent&#146;s Lien on the
  Collateral and shall be subject to the Intercreditor Agreement or another
  intercreditor agreement on terms substantially similar to those contained in the
  Intercreditor Agreement and otherwise reasonably satisfactory to the Collateral
Agent;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(x)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Liens to secure any modification, refinancing, refunding, extension, renewal or
replacement (or successive refinancing, refunding, extensions, renewals or
replacements) as a whole, or in part, of any Indebtedness secured by any Lien
referred to in the foregoing clauses (vii), (viii), (ix) and this clause (x);
<U>provided</U> that (a) such new Lien shall be limited to all or part of the
same property that secured the original Lien (plus accessions, additions and
improvements on such property (other than (A) after-acquired property that is
affixed or incorporated into the property covered by such Lien, (B)
after-acquired property subject to a Lien securing such Indebtedness, the terms
of which Indebtedness require or include a pledge of after-acquired property (it
being understood that such requirement shall not be permitted to apply to any
property to which such requirement would not have applied but for such
acquisition) and (C) the proceeds and products thereof)), and (b) the
Indebtedness secured by such Lien at such time is not increased to any amount
greater than the sum of (i) the outstanding principal amount or, if greater,
committed amount, of the Indebtedness described under clauses (vii), (viii),
(ix) and this clause (x) at the time the original Lien became a Permitted Lien
under this Agreement and (ii) an amount necessary to pay any fees and expenses,
including original issue discount, upfront fees or similar fees and premiums
(including tender premiums, and accrued and unpaid interest related to such
modification, refinancing, refunding, extension, renewal or replacement);</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(xi)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Liens
deemed to exist in connection with Investments in repurchase agreements
permitted under <U>Section 9.05</U>; <U>provided</U> that such Liens do not
extend to any assets other than those that are the subject of such repurchase
agreement; </P>
<P align=center>-164- </P>
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<P style="margin-left:5%;text-indent:5%;" align=justify>(xii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
any encumbrance or restriction (including put and call arrangements) with
respect to Capital Stock of any joint venture or similar arrangement pursuant to
any joint venture or similar agreement;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(xiii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Liens
arising out of conditional sale, title retention, consignment or similar
arrangements with vendors for the sale or purchase of goods entered into by the
Company or any Restricted Subsidiary in the ordinary course of business;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(xiv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Liens
solely on any cash earnest money deposits made by the Company or any of the
Restricted Subsidiaries in connection with any letter of intent or purchase
agreement permitted under this Agreement;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(xv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Liens securing Indebtedness outstanding under the Second Lien Notes Indenture
and the Second Lien Notes and the related guarantees thereof or any Refinancing
Indebtedness in connection therewith; <U>provided</U> that such Indebtedness
shall (x) be subject to the Intercreditor Agreement and (y) rank junior in
priority to the Liens securing the Obligations;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(xvi)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;easements,
rights-of-way, encroachments, covenants, conditions, zoning and other
restrictions, minor defects or other irregularities in title, and other similar
encumbrances which, either individually or in the aggregate, are not substantial
in amount, and which do not in any case materially detract from the value of the
property subject thereto or interfere in any material respect with the ordinary
conduct of the businesses of the Company, taken as a whole;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(xvii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;any
interest or title of a lessor or sublessor under any lease permitted by this
Agreement and the Security Documents;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(xviii)&nbsp;&nbsp;&nbsp;&nbsp;Liens
arising from UCC, PPSA or other similar financing statement filings regarding
operating leases or consignments entered into by the Company and the Restricted
Subsidiaries in the ordinary course of business or purported Liens evidenced by
the filing of precautionary UCC, PPSA or other similar financing statements or
similar public filings;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(xix)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
licenses and sublicenses granted by the Company or a Restricted Subsidiary and
leases and subleases (by the Company or any Restricted Subsidiary as lessor or
sublessor) to third parties in the ordinary course of business not materially
interfering with the business of the Company, taken as a whole;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(xx)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Liens in favor of collecting banks arising by operation of law under Section
4-210 of the UCC (or equivalent statute) or, with respect to collecting banks
located in the State of New York, under Section 4-208 of the UCC (or equivalent
statute);</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(xxi)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Liens
that are contractual rights of set-off or rights of pledge (a) relating to the
establishment of depository relations with banks not given in connection with
the issuance of Indebtedness, (b) relating to pooled deposit or sweep accounts
of the Company or any of the Restricted Subsidiaries to permit satisfaction of
overdraft or similar obligations incurred in the ordinary course of business of
the Company and the Restricted Subsidiaries or (c) relating to purchase orders
and other agreements entered into with customers of the Company or any of the
Restricted Subsidiaries in the ordinary course of business;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(xxii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Liens
in favor of customs and revenue authorities arising as a matter of law which
secure payment of customs duties in connection with the importation of goods in
the ordinary course of business; </P>
<P align=center>-165- </P>
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<P style="margin-left:5%;text-indent:5%;" align=justify>(xxiii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Liens
securing financings of insurance premiums, which such Liens attach solely to the
insurance policies financed and the proceeds thereof;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(xxiv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Liens
on brokerage accounts incurred in the ordinary course of business securing
obligations to settle trades made by the Company or any Restricted
Subsidiary;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(xxv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;the
rights reserved to or vested in municipalities or governmental or other public
authorities or agencies by statutory provisions or by the terms of leases,
licenses, franchises, grants or permits, which affect any land to terminate any
such leases, licenses, franchises, grants or permits or to require annual or
other payments as a condition to the continuance thereof;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(xxvi)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;deposits
with public utilities or to any municipalities or governmental or other public
authorities when required by the utility, municipality, governmental or other
public authority in connection with the supply of services or utilities to the
Company or any Restricted Subsidiary;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(xxvii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Liens
on assets of non-Credit Parties to solely secure Indebtedness of non-Credit
Parties permitted pursuant to <U>Section 9.04(xxiv)</U>;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(xxviii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Liens
in favor of the Company or any Restricted Subsidiary subject to the requirement
to deliver a Subordinated Intercompany Note to the extent required by clauses
(vii) or (viii) of <U>Section 9.04</U>;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(xxix)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Liens on Investment Cash Equivalents or other property (other than Investment
Cash Equivalents or property constituting Collateral) arising in connection with
the defeasance or discharge of Indebtedness; <U>provided</U> that such
defeasance or discharge is not prohibited by this Agreement;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(xxx)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;customary
Liens granted in favor of a trustee to secure fees and other amounts owing to
such trustee under an indenture or other agreement pursuant to which
Indebtedness not prohibited by this Agreement is issued;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(xxxi)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;other
Liens securing obligations in an aggregate amount not to exceed, as of the date
incurred (and taking into account any other Liens incurred under this
clause(xxxi) and outstanding on such date), the greater of (A) $20,000,000 and
(B) 1.60 % of Consolidated Total Assets, measured as of the date such Lien is
Incurred based upon the Section 8.01 Financials most recently delivered on or
prior to the date such Lien is Incurred; <U>provided</U> that if the Liens
incurred under this clause (xxxi) secure obligations secured by the Collateral
(other than Investment Cash Equivalents), then the Liens on the Collateral
securing such obligations shall (x) rank junior to the Liens securing the
Obligations and (y) shall be subject to the Intercreditor Agreement or another
intercreditor agreement reasonably satisfactory in form and substance to the
Administrative Agent;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(xxxii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Liens
solely on specific items of inventory or other goods and proceeds of any Person
securing such Person&#146;s accounts payable or similar trade obligations in respect
of bankers&#146; acceptances or documentary letters of credit issued or created for
the account of such Person to facilitate the purchase, shipment or storage of
such inventory or other goods;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(xxxiii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Liens
on Equipment of the Company or any of the Restricted Subsidiaries granted in the
ordinary course of business to the Company&#146;s clients; </P>
<P align=center>-166- </P>
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<P style="margin-left:5%;text-indent:5%;" align=justify>(xxxiv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Liens encumbering reasonable customary deposits and margin deposits and similar
Liens attaching to commodity trading accounts or other brokerage accounts
incurred in the ordinary course of business and not for speculative
purposes;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(xxxv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;ground
leases in respect of real property on which facilities owned or leased by the
Company or any of its Subsidiaries are located;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(xxxvi)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Liens
on Capital Stock of an Unrestricted Subsidiary that secure Indebtedness or other
obligations of such Unrestricted Subsidiary; and</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(xxxvii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Liens
on cash advances in favor of the seller of any property to be acquired in an
Investment permitted under this Agreement to be applied against the purchase
price for such Investment. </P>
<P
align=justify style="text-indent:5%">For purposes of this <U>Section
9.01</U>, &#147;Indebtedness&#148; shall be deemed to include interest on such
Indebtedness. For purposes of determining compliance with this <U>Section
9.01</U>, (a) Permitted Liens need not be incurred solely by reference to one
category of Permitted Liens described above but are permitted to be incurred in
part under any combination thereof and (b) in the event that a Lien (or any
portion thereof) meets the criteria of one or more categories of Permitted Liens
described above, the Company shall, in its sole discretion, classify (or later
reclassify) such item of Permitted Liens (or any portion thereof) in any manner
that complies with this <U>Section 9.01</U> and will only be required to include
the amount and type of such item of Permitted Liens in one of the above clauses
and such Lien will be treated as having been incurred pursuant to only one of
such clauses. </P>
<P
align=justify style="text-indent:5%">In connection with the granting
of Liens of the type described in this <U>Section 9.01</U> by the Company and
any Restricted Subsidiary, the Administrative Agent shall, and shall be
authorized to, take any actions deemed appropriate by it in connection therewith
(including, without limitation, by executing appropriate lien releases or lien
subordination agreements in favor of the holder or holders of such Liens, in
either case solely with respect to the item or items of equipment or other
assets subject to such Liens). </P>
<P
align=justify style="text-indent:5%">9.02.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Asset
Sales</U>. Each of the Company and any Restricted Subsidiary shall not
consummate an Asset Sale, except the Company and any Restricted Subsidiary may
dispose any of its assets or property, so long as (w) a new Borrowing Base
Certificate is delivered substantially concurrently with the closing of any
Significant Asset Sale, (x) no Event of Default has occurred and is continuing,
or would result therefrom, on the date that the definitive documentation with
respect to such Asset Sale is executed, (y) each such sale the Company or such
Restricted Subsidiary, as the case may be, receives consideration at the time of
such Asset Sale at least equal to the Fair Market Value (such Fair Market Value
to be determined by the Company at the time the Company or such Restricted
Subsidiary contractually agrees to such Asset Sale) of the assets sold or
otherwise disposed of and (z) except in the case of a Permitted Asset Swap
(subject to the next paragraph), at least 75% of the consideration received by
the Company or such Restricted Subsidiary, on a per transaction basis, shall be
in the form of Investment Cash Equivalents (taking into account the amount of
Investment Cash Equivalents, the principal amount of any promissory notes and
the Fair Market Value, as determined by the Company, in good faith, of any other
consideration) and is paid at the time of the closing of such disposition;
<U>provided</U>, <U>however</U>, that for purposes of this clause (z), the
following shall be deemed to be Investment Cash Equivalents: (A) any liabilities
(as shown on Company&#146;s or such Restricted Subsidiary&#146;s most recent balance sheet
provided hereunder or in the footnotes thereto, or, if incurred or increased
subsequent to the date of such balance sheet, such liabilities that would have
been shown on the Company&#146;s or such Restricted Subsidiary&#146;s balance sheet or in
the footnotes thereto if such incurrence or increase had taken place on or prior
to the date of such balance sheet, as determined by the Company) of the Company
or such Restricted Subsidiary (other than liabilities that are by their terms
subordinated to the Obligations) that are assumed by the transferee with respect to the applicable disposition and for
which the Company and the Restricted Subsidiaries shall have been validly
released by all applicable creditors or indemnified in writing, (B) any
securities, notes or other obligations or assets received by the Company or such
Restricted Subsidiary from such transferee that are converted by the Company or
such Restricted Subsidiary into Investment Cash Equivalents (to the extent of
the Investment Cash Equivalents received in the conversion) within 180 days
following the closing of the applicable Asset Sale, and (C) any Designated
Non-Cash Consideration received by the Company or any Restricted Subsidiary in
such Asset Sale having an aggregate Fair Market Value, taken together with all
other Designated Non-Cash Consideration received pursuant to this clause (y),
not to exceed, as of the date of receipt (and taking into account all other
Designated Non-Cash Consideration received under this clause (y) and then
outstanding on such date), the greater of (A) $25,000,000 and (B) 2.00% of
Consolidated Total Assets measured on the date of receipt of such Designated
Non-Cash Consideration based upon the Section 8.01 Financials most recently
delivered on or prior to the date of the receipt of such Designated Non-Cash
Consideration (with the Fair Market Value of each item of Designated Non-Cash
Consideration being measured at the time received and without giving effect to
subsequent changes in value).</P>
<P align=center>-167- </P>
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<P
align=justify style="text-indent:5%">The Permitted Asset Swaps
  referenced in clause (z) of the preceding paragraph shall only be permitted
  under this Agreement, and be exempted from the 75% Investment Cash Equivalents
  consideration requirement in such clause (z), only if an updated Borrowing Base
  Certificate is delivered to the Administrative Agent concurrently with the
  consummation of such Permitted Asset Swap, which adjusts the most recent
  Borrowing Base Certificate delivered to the Administrative Agent pursuant to
  <U>Section 8.15(a)</U> as necessary to reflect the impact of any Permitted Asset
  Swap of Eligible Fee-Owned Real Property and/or Eligible Equipment that was part
  of the Borrowing Base immediately prior to such Permitted Asset Swap. For the
  avoidance of doubt, no new Eligible Fee-Owned Real Property and/or Eligible
  Equipment received in exchange for existing Eligible Fee-Owned Real Property
  and/or Eligible Equipment of the Credit Parties will be included in the
  Borrowing Base unless and until a Fixed Asset Reappraisal Event occurs pursuant
to <U>Section 8.02(d)</U>. </P>
<P align=justify style="text-indent:5%">9.03.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <U>Restricted Payments and
Restricted Junior Debt Payments</U>.</P>
<P align=justify style="text-indent:5%">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each of the Company and
any Restricted Subsidiary shall not: </P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;declare
or pay any dividend or make any payment or distribution on account of the
Company&#146;s or any of the Restricted Subsidiaries&#146; Equity Interests, including any
dividend or distribution payable in connection with any merger, amalgamation or
consolidation, other than:</P>
<P style="margin-left:10%;text-indent:5%;" align=justify>(A)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;dividends
or distributions by the Company or any Restricted Subsidiary payable solely in
Equity Interests (other than Disqualified Stock) of the Company or any
Restricted Subsidiary;</P>
<P style="margin-left:10%;text-indent:5%;" align=justify>(B)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;dividends,
payments or distributions by a Restricted Subsidiary so long as, in the case of
any dividend, payment or distribution payable on or in respect of any class or
series of securities issued by a Restricted Subsidiary other than a Wholly-Owned
Subsidiary, the Company or a Restricted Subsidiary receives at least its pro
rata share of such dividend or distribution in accordance with its Equity
Interests in such class or series of securities;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;purchase,
redeem, defease or otherwise acquire or retire for value any Equity Interests of
the Company, including in connection with any merger, amalgamation or
consolidation;</P>
<P align=center>-168- </P>
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<P  align=justify>(as such payments and other actions set forth in clauses (i)
  through (ii) above (other than any exceptions thereto) being collectively
referred to as &#147;<U>Restricted Payments</U>&#148;);</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;make
any Restricted Junior Debt Prepayment; or</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(iv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;make
any Restricted Investment, with the only exception under this covenant being
clause (xi) of <U>Section 9.03(b)</U>. </P>
<P
align=justify style="text-indent:5%">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Section 9.03(a)</U> shall not prohibit: </P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(a) the redemption, repurchase, defeasance, retirement or other acquisition of
any Equity Interests (&#147;<U>Treasury Capital Stock</U>&#148;) or Junior Debt of the
Company or any Restricted Subsidiary, in exchange for, or out of the proceeds of
the substantially concurrent sale or issuance (other than to a Restricted
Subsidiary) of, Equity Interests of the Company or any Restricted Subsidiary to
the extent contributed to the Company or such Restricted Subsidiary (in each
case, other than any Disqualified Stock) (&#147;<U>Refunding Capital Stock</U>&#148;) and
(b) the declaration and payment of dividends on Treasury Capital Stock out of
the proceeds of the substantially concurrent sale or issuance (other than to a
Subsidiary of the Company or to an employee stock ownership plan or any trust
established by the Company or any of its Subsidiaries) of Refunding Capital
Stock;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; the prepayment, redemption,
defeasance, repurchase, exchange or other acquisition or retirement of (1)
Junior Debt of the Company, any Borrower or any Subsidiary Guarantor made by
exchange for, or out of the proceeds of a substantially concurrent sale of, new
Indebtedness of the Company, any Borrower or any Subsidiary Guarantor or (2)
Disqualified Stock of the Company, any Borrower or any Subsidiary Guarantor made
by exchange for, or out of the proceeds of a substantially concurrent sale of,
new Indebtedness of the Company, any Borrower or any Subsidiary Guarantor that,
in each case, is Incurred in compliance with <U>Section 9.04</U>, so long
as:</P>
<P style="margin-left:10%;text-indent:5%;" align=justify>(A)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
the principal amount (or accreted value, if applicable) of such new Indebtedness
or the liquidation preference of such new Disqualified Stock does not exceed the
principal amount of (or accreted value, if applicable), plus any accrued and
unpaid interest on, the Junior Debt or the liquidation preference of, plus any
accrued and unpaid dividends on, the Disqualified Stock being so prepaid,
defeased, redeemed, repurchased, exchanged, acquired or retired for value, plus
the amount of any reasonable premium to be paid (including reasonable tender
premiums), defeasance costs and any fees and expenses incurred in connection
with the issuance of such new Indebtedness or Disqualified Stock;</P>
<P style="margin-left:10%;text-indent:5%;" align=justify>(B)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(x)
if the Junior Debt was subordinated to the Obligations, then such new
Indebtedness shall be subordinated to the Obligations at least to the same
extent as such Junior Debt so purchased, exchanged, redeemed, defeased,
repurchased, exchanged, acquired or retired, (y) if the Junior Debt was secured
by a Lien, then such new Indebtedness shall not be secured by a Lien on assets
senior in priority to the Liens securing such Junior Debt so purchased,
exchanged, redeemed, defeased, repurchased, exchanged, acquired or retired and
(z) if the Junior Debt was unsecured, then such new Indebtedness shall be
unsecured;</P>
<P style="margin-left:10%;text-indent:5%;" align=justify>(C)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;such
new Indebtedness or Disqualified Stock has a final scheduled maturity date or
final mandatory redemption date equal to or later than the final scheduled maturity date of the Junior Debt or Disqualified
Stock being so redeemed, defeased, repurchased, exchanged, acquired or retired
(or, if earlier, the date that is 91 days after the maturity date of the
Obligations); and</P>
<P align=center>-169- </P>
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<P style="margin-left:10%;text-indent:5%;" align=justify>(D)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;such
  new Indebtedness or Disqualified Stock has a Weighted Average Life to Maturity
  equal to or greater than the remaining Weighted Average Life to Maturity of the
  Junior Debt or Disqualified Stock being so redeemed, defeased, repurchased,
  exchanged, acquired or retired (or requires no or nominal payments in cash prior
to the date that is 91 days after the maturity date of the Obligations). </P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;any
Restricted Payment to pay for the repurchase, redemption, retirement or other
acquisition or retirement for value of Equity Interests (other than Disqualified
Stock) of the Company held by any future, present or former employee, director,
officer, manager or consultant (including trustees, administrators, executors,
powers of attorney, heirs, assignees, estates and beneficiaries of any of the
foregoing) of the Company or any of its Restricted Subsidiaries pursuant to any
management equity plan or stock option plan or any other management or employee
benefit plan or agreement or arrangement, or any stock subscription or
shareholder agreement (including, for the avoidance of doubt, any principal and
interest payable on any notes issued by the Company in connection with such
repurchase, retirement or other acquisition) including any Equity Interest
rolled over or purchased by management, directors or employees of the Company in
connection with the Transactions; provided<I> </I>that the aggregate amount of
Restricted Payments made under this clause does not exceed $5,000,000 in any
fiscal year following the Closing Date (with unused amounts in any fiscal year
being carried over to the next succeeding fiscal year); <U>provided</U>
<U>further</U> that such amount in any fiscal year may be increased by an amount
not to exceed (A) the cash proceeds from the sale of Equity Interests (other
than Disqualified Stock) of the Company to any future, present or former
employee, director, officer, manager or consultant (including trustees,
administrators, executors, powers of attorney, heirs, assignees, estates and
beneficiaries of any of the foregoing) of the Company or any of its Subsidiaries
that occurs after the Closing Date, to the extent the cash proceeds from the
sale of such Equity Interests have not otherwise been applied to the payment of
Restricted Payments by virtue of this <U>Section 9.03</U>; <U>plus</U><I>
</I>(B)<I> </I>the cash proceeds of key man life insurance policies received by
the Company or the Restricted Subsidiaries after the Closing Date;
<U>less</U><I> </I>(C) the amount of any Restricted Payments previously made
with the cash proceeds described in clauses (A) and (B) of this clause (iii);
and <U>provided</U> <U>further</U> that (x) cancellation of Indebtedness owing
to the Company or any of the Restricted Subsidiaries from any future, present or
former employee, director, officer, manager or consultant (including trustees,
administrators, executors, powers of attorney, heirs, assignees, estates and
beneficiaries of any of the foregoing) of the Company or any of its Subsidiaries
in connection with a repurchase of Equity Interests of the Company and (y) the
repurchase of Equity Interests deemed to occur upon the exercise of options,
warrants or similar instruments if such Equity Interests represents all or a
portion of the exercise price thereof or payments, in lieu of the issuance of
fractional Equity Interests or withholding to pay other taxes payable in
connection therewith, in the case of each of clauses (x) and (y), shall not be
deemed to constitute a Restricted Payment for purposes of this Section 9.03 or
any other provision of this Agreement;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(iv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;payments
of cash, dividends, distributions, advances or other Restricted Payments by the
Company or any Restricted Subsidiary to allow the payment of cash in lieu of the
issuance of fractional shares;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(v)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;reasonable
and customary indemnities to directors, officers and employees in the ordinary
course of business; </P>
<P align=center>-170- </P>
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<P style="margin-left:5%;text-indent:5%;" align=justify>(vi)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
payments made or expected to be made by the Company or any Restricted Subsidiary
in respect of withholding or similar taxes payable upon the exercise of Equity
Interests by any future, present or former employee, director, officer, manager
or consultant and any repurchases of Equity Interests deemed to occur upon
exercise of stock options or warrants or other convertible, exchangeable or
exercisable instruments if such Equity Interests represent a portion of the
exercise price of such instruments or required withholding or similar taxes;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(vii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;the
Company or any Subsidiary may make payments of dividends on Disqualified Stock
or Preferred Stock issued in accordance with <U>Section 9.04</U>;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(viii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
the payment of any dividend or other distribution or the consummation of any
irrevocable redemption within 60 days after the date of declaration of the
dividend or other distribution or giving of the redemption or prepayment notice,
as the case may be, if at the date of declaration or notice, the dividend or
other distribution or redemption payment or prepayment would have complied with
the provisions of <U>Section 9.03</U>; <U>provided</U> that it is understood
that the Administrative Agent, in its Permitted Discretion, may establish a
Reserve during such 60-day period in an amount not to exceed the amount of such
declared but unpaid dividend or distribution;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(ix)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;any
Restricted Payment (including dividends and other payments in respect of Capital
Stock) or Restricted Junior Debt Prepayment; <U>provided</U> that the
Distribution Conditions are satisfied both before and after giving effect to
such Restricted Payment or Restricted Junior Debt Prepayment;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(x)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;any
Restricted Payment or Restricted Junior Debt Prepayments with the Available
Equity Amount Basket; and</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(xi)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;other
Restricted Payments, Restricted Junior Debt Prepayments and Restricted
Investments in an aggregate amount, as of the date made, taken together with any
other Restricted Payments made pursuant to this clause (xi) (in the case of
Restricted Investments incurred under this clause (xi) and outstanding on such
date (without giving effect to the sale of an Investment to the extent the
proceeds of such sale do not consist of, or have not been subsequently sold or
transferred for, cash or Investment Cash Equivalents)) and Restricted Junior
Debt Prepayments made pursuant to under this clause (xi), following the Closing
Date, not to exceed $20,000,000.</P>
<P
align=justify style="text-indent:5%">9.04.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Indebtedness</U>. Each of the Company and any Restricted Subsidiary shall
not, directly or indirectly, Incur any Indebtedness or issue any Disqualified
Stock and each Restricted Subsidiary that is not a Credit Party shall not issue
Preferred Stock, except:</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Indebtedness
incurred pursuant to this Agreement and the other Credit Documents;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
unsecured Indebtedness and secured Indebtedness ranking junior in Lien priority
to the Liens securing the Obligations and any Disqualified Stock and Preferred
Stock (any of the foregoing, &#147;<U>Junior Debt</U>&#148;); <U>provided</U> that (A)
after giving effect to the Incurrence of any such Junior Debt, the Consolidated
Secured Leverage Ratio of the Company is less than 5.00:1.00, (B) any such
Junior Debt does not mature prior to the date that is 91 days after the Maturity
Date; <U>provided</U> that, if the amortization schedule of any such Junior Debt
requires annual principal payments exceeding the Amort Cap prior to the date
that is 91 days after the Maturity Date, then the Administrative Agent shall
have the right, in its Permitted Discretion in accordance with <U>Section
2.22,</U> to establish Amortization Reserves with respect to amortization
payments in excess of the Amort Cap against the assets included in the Borrowing
Base on the date that is 91 days prior to each due date of such Junior Debt
amortization payments, (C) if such Junior Debt is Incurred or guaranteed by a
non-Credit Party, the aggregate amount such Junior Debt Incurred or guaranteed
by a non-Credit Party pursuant to this <U>Section 9.04(ii)</U> shall not exceed,
as of the date of such Incurrence (and taking into account any other
Indebtedness Incurred under this clause (C) and then outstanding), the greater
of (x) $25,000,000 and (y) 2.00% of Consolidated Total Assets, measured as of
the date of such Incurrence based upon the Section 8.01 Financials most recently
delivered on or prior to the date of such Incurrence, and (D) if such Junior
Debt is secured by the Collateral, then the Liens on any Collateral securing
such Junior Debt shall be permitted pursuant to <U>Section 9.01(vi)</U> or
(<U>xxxi</U>) (the conditions in clauses (B) through (D) are herein referred to
as the &#147;<U>Junior Debt Conditions</U>&#148;);</P>
<P align=center>-171- </P>
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<P style="margin-left:5%;text-indent:5%;" align=justify>(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  Indebtedness incurred pursuant to the Second Lien Notes Indenture (and any
guarantees thereof) and any Refinancing Indebtedness thereof;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(iv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Indebtedness
of the Company and the Restricted Subsidiaries in existence on the Closing Date
and listed on <U>Schedule 9.04(iv)</U> (&#147;<U>Existing Indebtedness</U>&#148;);</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(v)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Indebtedness
(including Capitalized Lease Obligations and Purchase Money Obligations) and
Disqualified Stock Incurred or issued by the Company or any Restricted
Subsidiary and Preferred Stock issued by any Restricted Subsidiary, to finance
the purchase, restoration, lease or improvement of property (real or personal),
equipment or other assets, including assets that are used or useful in a Similar
Business, within 270 days of such purchase, restoration, lease or improvement,
whether through the direct purchase of assets or the Capital Stock of any Person
owning such assets in an aggregate principal amount, together with any
Refinancing Indebtedness incurred to refinance any other Indebtedness incurred
under this clause (v), not to exceed, as of the date of such Incurrence (and
taking into account any other Indebtedness Incurred under this clause (v) and
then outstanding), the greater of (A) $35,000,000 and (B) 2.70% of Consolidated
Total Assets, measured as of the date of such Incurrence or issuance based upon
the Section 8.01 Financials most delivered ended on or prior to the date of such
Incurrence or issuance;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(vi)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Indebtedness Incurred by the Company or any of the Restricted Subsidiaries
constituting reimbursement obligations with respect to letters of credit issued
in the ordinary course of business, bank guarantees, workers&#146; compensation
claims, self-insurance obligations, bankers&#146; acceptances, warehouse receipts,
guarantees, statutory, export or import indemnities, customs, revenue bonds or
similar instruments issued or created, including letters of credit in respect of
workers&#146; compensation claims, health, disability or other employee benefits or
property, casualty or liability insurance or self-insurance or other
Indebtedness with respect to reimbursement type obligations regarding workers&#146;
compensation claims, health, disability or other employee benefits or property,
casualty or liability insurance or self-insurance; <U>provided</U> that upon the
drawing of such letters of credit or the incurrence of such Indebtedness, such
obligations are reimbursed within 30 Business Days following such drawing or
incurrence;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(vii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Indebtedness
of the Company to a Restricted Subsidiary; <U>provided</U> that any such
Indebtedness owing to a Restricted Subsidiary that is not a Credit Party is
subordinated in right of payment to the Guarantee by the Company (including
pursuant to the Subordinated Intercompany Note) (for the avoidance of doubt, any
such Indebtedness owing to a Restricted Subsidiary that is not a Credit Party
shall be deemed to be expressly subordinated in right of payment to the
Guarantee by the Company unless the terms of such Indebtedness expressly provide
otherwise); <U>provided</U>, <U>further</U>, that any subsequent issuance or
transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a
Restricted Subsidiary or any other subsequent transfer of any such Indebtedness
(except to the Company or another Restricted Subsidiary or any pledge of such
Indebtedness constituting a Permitted Lien (but not foreclosure thereon)) shall
be deemed, in each case, to be an incurrence of such Indebtedness not permitted
by this clause (vii);</P>
<P align=center>-172- </P>
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<P style="margin-left:5%;text-indent:5%;" align=justify>(viii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Indebtedness
  of a Restricted Subsidiary to the Company or another Restricted Subsidiary;
  <U>provided</U> that if a Credit Party incurs such Indebtedness to a Restricted
  Subsidiary that is not a Credit Party, such Indebtedness is subordinated in
  right of payment to the Obligations (including pursuant to the Subordinated
  Intercompany Note) (for the avoidance of doubt, any such Indebtedness owing to a
  Restricted Subsidiary that is not a Credit Party shall not be deemed to be
  expressly subordinated in right of payment to the Obligations, unless the terms
  of such Indebtedness expressly provide otherwise); <U>provided</U>,
  <U>further</U>, that any subsequent transfer of any such Indebtedness (except to
  the Company or another Restricted Subsidiary or any pledge of such Indebtedness
  constituting a Permitted Lien (but not foreclosure thereon)) shall be deemed, in
  each case, to be an incurrence of such Indebtedness not permitted by this clause
(viii);</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(ix)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;shares
of Preferred Stock of a Restricted Subsidiary issued to the Company or another
Restricted Subsidiary; <U>provided</U> that any subsequent issuance or transfer
of any Capital Stock or any other event which results in any such Restricted
Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent
transfer of any such shares of Preferred Stock (except to the Company or another
of the Restricted Subsidiaries) or any pledge of such Capital Stock constituting
a Permitted Lien (but not foreclosure thereon) shall be deemed, in each case, to
be an issuance of such shares of Preferred Stock not permitted by this clause
(ix);</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(x)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Hedging
Obligations (excluding Hedging Obligations entered into for speculative
purposes) and other Bank Product Debt;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(xi)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;the
Incurrence by the Company or any Restricted Subsidiary of Indebtedness, the
issuance by the Company or any Restricted Subsidiary of Disqualified Stock or
the issuance by any Restricted Subsidiary of Preferred Stock which serves to
extend, replace, refund, refinance, renew or defease any Indebtedness Incurred
or Disqualified Stock or Preferred Stock issued as permitted under clauses (ii),
(iii) and (iv) of this Section 9.04 and this clause (xi) and clause (xxv) of
this <U>Section 9.04</U>, or any Indebtedness Incurred or Disqualified Stock or
Preferred Stock issued to so extend, replace, refund, refinance, renew or
defease such Indebtedness, Disqualified Stock or Preferred Stock including
additional Indebtedness Incurred to pay premiums (including reasonable tender
premiums), defeasance costs, accrued interest and fees and expenses in
connection therewith (the &#147;<U>Refinancing Indebtedness</U>&#148;) prior to its
respective maturity; <U>provided</U> that such Refinancing Indebtedness (A) has
a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is
incurred which is not less than the remaining Weighted Average Life to Maturity
of the Indebtedness, Disqualified Stock or Preferred Stock being extended,
replaced, refunded, refinanced, renewed or defeased (or requires no or nominal
payments in cash prior to the date that is 91 days after the Latest Maturity
Date), (B) to the extent such Refinancing Indebtedness extends, replaces,
refunds, refinances, renews or defeases (i) Indebtedness subordinated in right
of payment to the Revolving Loans, such Refinancing Indebtedness is subordinated
in right of payment to the Revolving Loans at least to the same extent as the
Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased
or (ii) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness
must be Disqualified Stock or Preferred Stock, respectively; and (C) shall not
include (i) Indebtedness, Disqualified Stock or Preferred Stock of a Restricted
Subsidiary that is not a Credit Party that refinances Indebtedness, Disqualified
Stock or Preferred Stock of a Credit Party; or (ii) Indebtedness or Disqualified
Stock of the Company or Indebtedness, Disqualified Stock or Preferred
Stock of a Restricted Subsidiary, in either case, that refinances Indebtedness,
Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary;</P>
<P align=center>-173- </P>
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<P style="margin-left:5%;text-indent:5%;" align=justify>(xii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  (A) any guarantee by a Credit Party of Indebtedness or other obligations of any
  other Credit Party so long as the incurrence of such Indebtedness incurred by
  such other Credit Party is permitted under the terms of this Agreement, or (B)
  any guarantee by a Restricted Subsidiary that is not a Credit Party of
Indebtedness of a Credit Party;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(xiii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(A)
Indebtedness consisting of Indebtedness issued by the Company or any of the
Restricted Subsidiaries to future, present or former employees, directors,
officers, managers and consultants thereof (including trustees, administrators,
executors, powers of attorney, heirs, assignees, estates and beneficiaries), in
each case to finance the purchase or redemption of Equity Interests of the
Company to the extent described in clause (iii) of <U>Section 9.03</U> or (B)
Indebtedness representing deferred compensation to employees of the Company or
any of the Restricted Subsidiaries incurred in the ordinary course of
business;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(xiv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Indebtedness
or Disqualified Stock of the Company and Indebtedness, Disqualified Stock or
Preferred Stock of any other Credit Party not otherwise permitted hereunder in
an aggregate principal amount or liquidation preference which, when aggregated
with the principal amount and liquidation preference of all other Indebtedness
then outstanding and Incurred pursuant to this clause(xiv), does not at any one
time outstanding exceed, as of the date of such Incurrence, the greater of (A)
$30,000,000 and (B) 2.40% of Consolidated Total Assets measured as of the date
of such Incurrence or issuance based upon the Section 8.01 Financials most
recently delivered on or prior to the date of such Incurrence or issuance;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(xv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Indebtedness
arising from agreements of the Company or the Restricted Subsidiaries providing
for indemnification, adjustment of purchase price, earnouts or similar
obligations, in each case, incurred or assumed in connection with the
acquisition or disposition of any business, assets or a Subsidiary, other than
guarantees of Indebtedness incurred by any Person acquiring all or any portion
of such business, assets or a Subsidiary for the purpose of financing such
acquisition; <U>provided</U>, <U>however</U>, that the maximum assumable
liability in respect of all such Indebtedness shall at no time exceed the gross
proceeds including non-cash proceeds (the Fair Market Value of such non-cash
proceeds being measured at the time received and without giving effect to any
subsequent changes in value) actually received by the Company and the Restricted
Subsidiaries in connection with such disposition;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(xvi)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;obligations
in respect of self-insurance and performance, bid, appeal and surety bonds and
performance and completion guarantees and similar obligations provided by the
Company or any of the Restricted Subsidiaries in the ordinary course of business
or consistent with past practice;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(xvii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Indebtedness
arising from the honoring by a bank or other financial institution of a check,
draft or similar instrument drawn against insufficient funds; <U>provided</U>
that such Indebtedness is extinguished within ten Business Days of its
incurrence; </P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(xviii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Indebtedness
of the Company or any of the Restricted Subsidiaries consisting of (i) the
financing of insurance premiums or (ii) take-or-pay obligations contained in
supply arrangements in each case, incurred in the ordinary course of business;
</P>
<P align=center>-174- </P>
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<P style="margin-left:5%;text-indent:5%;" align=justify>(xix)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Indebtedness
incurred on behalf of, or representing guarantees of Indebtedness of, joint
ventures of the Company or any Restricted Subsidiary not in excess, at any one
time outstanding, of $7,500,000;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(xx)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;obligations
or commitments to public utilities or to any municipalities or governmental or
other public authorities in connection with the maintenance of or supply of
services or utilities to the Company or any Restricted Subsidiary;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(xxi)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;endorsement
of instruments or other payment items by the Company or any Restricted
Subsidiary for deposit;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(xxii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
to the extent constituting Indebtedness, customer deposits and advance payments
(including progress premiums) received in the ordinary course of business from
customers for goods purchased in the ordinary course of business;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(xxiii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Indebtedness
incurred by a Restricted Subsidiary in connection with bankers&#146; acceptances or
discounted bills of exchange for credit management purposes, in each case
incurred or undertaken consistent with past practice or in the ordinary course
of business on arm&#146;s length commercial terms;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(xxiv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;the
Incurrence of Indebtedness of Restricted Subsidiaries of the Company that are
not Credit Parties in an amount outstanding under this clause (xxiv) not to
exceed, determined as of the date of such Incurrence and taking into account any
other Indebtedness Incurred under this clause (xxiv) and then outstanding, the
greater of (A) $10,000,000 and (B) 0.80% of Consolidated Total Assets measured
as of the date of such Incurrence or issuance based upon the Section 8.01
Financials most recently delivered on or prior to the date of such Incurrence or
issuance;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(xxv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Junior Debt subject to compliance with the Investment and Junior Debt Incurrence
Conditions;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(xxvi)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;any
Indebtedness arising under guarantees entered into pursuant to Section 2:403 of
the Dutch Civil Code in respect of a Dutch Subsidiary and any residual liability
with respect to such guarantees arising under Section 2:404 of the Dutch Civil
Code;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(xxvii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;any
joint and several liability arising as a result of (the establishment) of a
Dutch fiscal unity (<I>Nederlandse fiscale eenheid</I>) between a Dutch Credit
Party and one or more of its subsidiaries or its equivalent in any other
relevant jurisdiction. </P>
<P align=justify>For purposes of determining compliance with this <U>Section
9.04</U>, (1) in the event that an item of Indebtedness, Disqualified Stock or
Preferred Stock (or any portion thereof) meets the criteria of more than one of
the categories of permitted Indebtedness, Disqualified Stock or Preferred Stock
described in clauses (i) through (xxvii) of this <U>Section 9.04</U>, the
Company, in its sole discretion, may classify (but not reclassify) such item of
Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) as
one or more types of Indebtedness described in the above clauses;
<U>provided</U> that the Company will be entitled to divide and classify an item
of Indebtedness in more than one of the types of Indebtedness described under
this <U>Section 9.04</U>. </P>
<P align=justify>Accrual of interest or dividends, the accretion of accreted
value, the accretion or amortization of original issue discount and the payment
of interest or dividends in the form of additional Indebtedness, Disqualified
Stock or Preferred Stock, as the case may be, shall not be deemed to be an
Incurrence or issuance of Indebtedness, Disqualified Stock or Preferred Stock
for purposes of this <U>Section 9.04</U> or <U>Section 9.01</U> hereof. Any
Refinancing Indebtedness and any Indebtedness permitted to be incurred under
this Agreement to refinance Indebtedness Incurred pursuant to clauses (ii),
(iii), (iv), (xiv) and (xxv) of this <U>Section 9.04</U> shall be deemed to
include additional Indebtedness, Disqualified Stock or Preferred Stock Incurred
to pay premiums (including reasonable tender premiums), defeasance costs, fees
and expenses in connection with such refinancing. </P>
<P align=center>-175- </P>
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<P align=justify>Notwithstanding anything to the contrary, no Credit Party
  shall, directly or indirectly, Incur any Indebtedness that is contractually
  subordinated or junior in right of payment to any Indebtedness of the such
  Credit Party unless such Indebtedness is expressly subordinated in right of
  payment to the Obligations to the extent and in the same manner as such
Indebtedness is subordinated to other Indebtedness of such Credit Party. </P>
<P align=justify>No Credit Party shall incur any Indebtedness owing directly to
ING Bank N.V. or Deutsche Bank AG, Amsterdam Branch, that is subject to their
respective &#147;General Banking Conditions&#148; (<I>Algemene Bankvoorwaarden</I>) or
that is secured by any right of pledge established pursuant to such General
Banking Conditions, except any such Indebtedness that is outstanding (whether
contingent or not) on and as of the Closing Date or arises in respect of
transactions that are outstanding on and as of the Closing Date. </P>
<P
align=justify style="text-indent:5%">9.05.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Investments</U>.
Each of the Company and any Restricted Subsidiary shall not, directly or
indirectly, make any Investment (other than any Restricted Investment permitted
to be made pursuant to <U>Section 9.03</U>), except that the following
Investments shall be permitted (each, a &#147;<U>Permitted Investment</U>&#148;):</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;any
Investment in the Company or any other Credit Party;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;any
Investment by any Restricted Subsidiary that is not a Credit Party in any other
Restricted Subsidiary that is not a Credit Party;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
any Investment in Investment Cash Equivalents or Investment Grade
Securities;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(iv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;any
Investment subject to compliance with the Investment and Junior Debt Incurrence
Conditions on a pro forma basis after giving effect to such Investment;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(v)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;any
Investments in Restricted Subsidiaries that are not Credit Parties in an
aggregate amount, measured at the time such Investment is made (and valued at
the Fair Market Value thereof at the time made), that would not exceed the sum
of (I) the greater of (x) $25,000,000 and (y) 2.00% of Consolidated Total
Assets, measured as of the date of such Incurrence based upon the Section 8.01
Financials most recently delivered on or prior to the date of such Investment
<U>minus</U> (II) the aggregate amount, measured at the time such Investment is
made, of all Investments (valued at the Fair Market Value of such Investments at
the time such Investments are made) made pursuant the proviso to Section
9.05(vi); <U>provided</U>, <U>however</U>, that if any Investment pursuant to
this clause (v) is made in any Person that is not a Credit Party at the date of
the making of such Investment and such Person becomes a Credit Party after such
date, such Investment shall thereafter be deemed to have been made pursuant to
clause (i) above and shall cease to have been made pursuant to this clause (v));
<U>provided</U>, <U>further</U>, that, notwithstanding the foregoing, any
Investment in Subsidiaries that are not Credit Parties shall be permitted
without restriction so long as (x) such Investments are part of a series of
transactions that results in all proceeds of the intercompany Investments being
invested substantially contemporaneously in (or distributed to) any Borrower or
any Guarantor or (y) such Investments constitute intercompany Investments,
reorganizations and related activities related to tax planning and
reorganization so long as after giving effect thereto, the Lien of the Secured
Creditors on the Collateral, taken as a whole, is not impaired in any material
respect (it being understood that the contribution of the Equity Interests of
one or more &#147;first-tier&#148; Foreign Subsidiaries to a newly created &#147;first-tier&#148;
Foreign Subsidiary shall be permitted); </P>
<P align=center>-176- </P>
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<P style="margin-left:5%;text-indent:5%;" align=justify>(vi)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  Permitted Acquisitions; <U>provided</U> that the aggregate amount of Permitted
  Acquisition Consideration relating to all such Permitted Acquisitions made or
  provided by a Credit Party to acquire any Restricted Subsidiary that does not
  become a Credit Party or merge, consolidate or amalgamate into a Credit Party or
  any assets that shall not, immediately after giving pro forma effect to such
  Permitted Acquisition, be owned by a Credit Party, shall not exceed (A) the
  greater of (x) $25,000,000 and (y) 2.00% of Consolidated Total Assets, measured
  as of the date of such Investment based upon the Section 8.01 Financials most
  recently delivered on or prior to the date of such Investment <U>minus</U> (B)
  the aggregate amount, measured at the time such Investment is made, of all
  Investments (valued at the Fair Market Value of such Investments at the time
  such Investments are made) made pursuant to Section 9.05(v); <U>provided</U>,
  <U>however</U>, that if any Investment pursuant to this clause (vi) is made in
  any Person that is not a Credit Party at the date of the making of such
  Investment and such Person becomes a Credit Party after such date, such
  Investment shall thereafter be deemed to have been made pursuant to clause (i)
above and shall cease to have been made pursuant to this clause (vi);</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(vii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;any
Investment in securities or other assets, including earnouts not constituting
Investment Cash Equivalents or Investment Grade Securities and received in
connection with an Asset Sale made pursuant to <U>Section 9.02</U> or any other
disposition of assets not constituting an Asset Sale;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(viii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;any
Investment existing on the Closing Date and listed on <U>Schedule 9.05(viii)</U>
or made pursuant to binding commitments in effect on the Closing Date or an
Investment consisting of any extension, modification or renewal of any such
Investment or binding commitment existing on the Closing Date;
<U>provided</U><I> </I>that the amount of any such Investment may be increased
in such extension, modification or renewal only (i) as required by the terms of
such Investment or binding commitment as in existence on the Closing Date
(including as a result of the accrual or accretion of interest or original issue
discount or the issuance of pay-in-kind securities) or (ii) as otherwise
permitted under this Agreement;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(ix)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Hedging
Obligations and Secured Bank Product Obligations permitted under <U>Section
9.04(x)</U>;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(x)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;any
Investment in a Similar Business, an Unrestricted Subsidiary or a joint venture
having an aggregate Fair Market Value taken together with all other Investments
made pursuant to this clause (x) that are at that time outstanding, not to
exceed, as of the date such Investment is made, $20,000,000 (in each case,
determined on the date such Investment is made, with the Fair Market Value of
each Investment being measured at the time made and without giving effect to
subsequent changes in value); <U>provided</U>, <U>however</U>, that if any
Investment pursuant to this clause (x) is made in any Person that is not a
Credit Party at the date of the making of such Investment and such Person
becomes a Credit Party after such date, such Investment shall thereafter be
deemed to have been made pursuant to clause (i) above and shall cease to have
been made pursuant to this clause (x);</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(xi)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;guarantees
of Indebtedness permitted under <U>Section 9.04</U>, performance guarantees and
Contingent Obligations incurred in the ordinary course of business or consistent
with past practice and the creation of Liens on the assets of the Company or any
Restricted Subsidiary in compliance with <U>Section 9.01</U>; </P>
<P align=center>-177- </P>
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<P style="margin-left:5%;text-indent:5%;" align=justify>(xii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(i) advances to, or guarantees of Indebtedness of, employees not in excess of
$2,000,000 outstanding at any one time, in the aggregate; and (ii) loans and
advances to employees, directors, officers, managers, distributors and
consultants for business-related travel expenses, moving expenses and other
similar expenses or payroll advances, in each case incurred in the ordinary
course of business or consistent with past practices or to fund such Person&#146;s
purchase of Equity Interests of the Company;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(xiii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;payments
of Indebtedness of Opta Minerals, Inc. concurrently with the sale thereof,
solely out of the proceeds of such sale and to the extent required by the sale
agreement therefor;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(xiv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
advances, loans or extensions of trade credit in the ordinary course of business
or consistent with past practice by the Company or any of the Restricted
Subsidiaries;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(xv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;any
Investment in any Subsidiary or any joint venture in connection with
intercompany cash management arrangements or related activities arising in the
ordinary course of business or consistent with past practice;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(xvi)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Investments
made in the ordinary course of business or consistent with past practice in
connection with obtaining, maintaining or renewing client contracts and loans or
advances made to distributors in the ordinary course of business;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(xvii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Investments
in the ordinary course of business or consistent with past practice consisting
of UCC Article 3 endorsements for collection of deposit and Article 4 customary
trade arrangements with customers consistent with past practices; </P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(xviii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;additional
Investments having an aggregate Fair Market Value, taken together with all other
Investments made pursuant to this clause</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(xviii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
that are at that time outstanding (without giving effect to the sale of an
Unrestricted Subsidiary to the extent the proceeds of such sale do not consist
of cash or have not been subsequently sold or transferred for cash or marketable
securities), not to exceed, as of the date such Investment is made, the greater
of (A) $15,000,000 and (B) 1.20% of Consolidated Total Assets measured as of the
date of such Investment based upon the Section 8.01 Financials most recently
delivered on or prior to the date such Investment is made, calculated as of the
date such Investment is made (in each case determined as of the date such
Investment is made, with the Fair Market Value of each Investment being measured
at the time made and without giving effect to subsequent changes in value);</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(xix)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Investments received in compromise or resolution of litigation, arbitration or
other disputes;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(xx)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Investments
by the Company and the Restricted Subsidiaries consisting of deposits,
prepayment and other credits to suppliers or lessors in the ordinary course of
business;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(xxi)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;any
Investment acquired by the Company or any of the Restricted Subsidiaries (i)
consisting of extensions of credit in the nature of accounts receivable or notes
receivable arising from the grant of trade credit in the ordinary course of
business, (ii) in exchange for any other Investment or accounts receivable,
endorsements for collection or deposit held by the Company or any such
Restricted Subsidiary in connection with or as a result of a bankruptcy,
workout, reorganization or recapitalization of the issuer of such other
Investment or accounts receivable (including any trade creditor or customer) or
(iii) as a result of a foreclosure by the Company or any of the Restricted Subsidiaries with respect to any secured
Investment or other transfer of title with respect to any secured Investment in
default;</P>
<P align=center>-178- </P>
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<P style="margin-left:5%;text-indent:5%;" align=justify>(xxii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  Investments the payment for which consists of Equity Interests (exclusive of
Disqualified Stock) of the Company;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(xxiii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Investments
consisting of purchases and acquisitions of inventory, supplies, material,
services, equipment or other assets or purchases of contract rights or licenses
or contributions of Intellectual Property, in each case, in the ordinary course
of business or consistent with past practice;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(xxiv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;obligations
or commitments to public utilities or to any municipalities or governmental or
other public authorities in connection with the maintenance of or supply of
services or utilities to the Company or any Restricted Subsidiary;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(xxv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Investments
in prepaid expenses, negotiable instruments held for collection and lease,
utility and workers compensation, performance and similar deposits entered into
as a result of the operations of the business in the ordinary course of business
or consistent with past practice;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(xxvi)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Investments
consisting of promissory notes issued by the Company or any Guarantor to future,
present or former officers, directors and employees, members of management, or
consultants of the Company or any of its Subsidiaries or their respective
estates, spouses or former spouses to finance the purchase or redemption of
Equity Interests of the Company, to the extent the applicable Restricted Payment
is a permitted by <U>Section 9.03</U>;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(xxvii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Investments (including debt obligations and Equity Interests) received in
connection with the bankruptcy or reorganization of suppliers and customers or
in settlement of delinquent obligations of, or other disputes with, customers
and suppliers arising in the ordinary course of business or consistent with past
practice or upon the foreclosure with respect to any secured Investment or other
transfer of title with respect to any secured Investment;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(xxviii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Investments
in joint ventures of the Company or any of the Restricted Subsidiaries existing
on the Closing Date having an aggregate Fair Market Value not to exceed
$10,000,000 at any one time outstanding (with the Fair Market Value of each
Investment being measured at the time made and without giving effect to
subsequent changes in value);</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(xxix)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Investments made in connection with crop financing and related activities,
including advances or loans to growers, (i) in the ordinary course of business
or consistent with past practice (which shall not be limited in amount) plus
(ii) in an amount having an aggregate Fair Market Value not to exceed
$10,000,000 at any one time outstanding (with the Fair Market Value of each
Investment being measured at the time made and without giving effect to
subsequent changes in value); and </P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(xxx)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;any
Investment using the Available Equity Amount Basket. </P>
<P align=justify>For purposes of this <U>Section 9.05</U>, in the event that a
proposed Investment (or portion thereof) meets the criteria of more than one of
the categories of Permitted Investments described in clauses (i) through (xxx)
above, or is otherwise entitled to be incurred or made pursuant to <U>Section
9.03</U>, the Company will be entitled to classify (but not reclassify such
Investment (or portion thereof) in one or more of such categories set forth
above or under <U>Section 9.03</U>. </P>
<P align=center>-179- </P>
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<P
align=justify style="text-indent:5%">9.06.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Transactions
with Affiliates</U>. Each of the Company and any Restricted Subsidiary shall not
make any payment to, or sell, lease, transfer or otherwise dispose of any of its
properties or assets to, or purchase any property or assets from, or enter into
or make or amend any transaction, contract, agreement, understanding, loan,
advance or guarantee with, or for the benefit of, any Affiliate of the Company
(each of the foregoing, an &#147;Affiliate Transaction&#148;) involving aggregate payments
or consideration in excess of $5,000,000, other than any such Affiliate
Transaction on terms that are not materially less favorable to the Company or
any such Restricted Subsidiary than those that would have been obtained in a
comparable transaction by the Company such Restricted Subsidiary with an
unrelated Person on an arm&#146;s-length basis, except:</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;transactions
between or among the Company or any of the Restricted Subsidiaries or any entity
that becomes a Restricted Subsidiary as a result of such transaction to the
extent not prohibited by this Agreement;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Restricted
Payments permitted by <U>Section 9.03</U> and Investments permitted by
<U>Section 9.05</U>;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(A) employment agreements, employee benefit and incentive compensation plans and
arrangements and (B) the payment of reasonable fees, expenses and compensation
paid to, and indemnities and reimbursements and employment and severance
arrangements provided on behalf of or for the benefit of, current, former or
future employees, directors, officers, managers, distributors or consultants of
the Company or any of the Restricted Subsidiaries;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(iv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;transactions
in which the Company or any of the Restricted Subsidiaries, as the case may be,
delivers to the Administrative Agent a letter from an Independent Financial
Advisor stating that such transaction is fair to the Company or such Restricted
Subsidiary from a financial point of view or stating that the terms are not
materially less favorable, when taken as a whole, to the Company or its relevant
Restricted Subsidiary than those that would have been obtained in a comparable
transaction by the Company or such Restricted Subsidiary with an unrelated
Person on an arm&#146;s-length basis;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(v)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
transactions with customers, clients, suppliers, contractors, joint venture
partners or purchasers or sellers of goods or services, in each case in the
ordinary course of business or that are consistent with past practice and
otherwise in compliance with the terms of this Agreement which are fair to the
Company and the Restricted Subsidiaries, in the reasonable determination of the
board of directors of the Company or the senior management thereof, or are on
terms at least as favorable as might reasonably have been obtained at such time
from an unaffiliated party;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(vi)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;the
issuance or transfer of Equity Interests (other than Disqualified Stock) of the
Company to any director, officer, employee or consultant;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(vii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
payments on Indebtedness and Disqualified Stock (and cancellation of any
thereof) of the Company and the Restricted Subsidiaries and Preferred Stock
(cancellation thereof) of any Restricted Subsidiary to any future, current or
former employee, director, officer, manager or consultant of the Company or any
of its Subsidiaries pursuant to any management equity plan or stock option plan
or any other management or employee benefit plan or agreement or any stock
subscription or shareholder agreement that are, in each case, approved by the
Company in good faith; and any employment agreements, stock option plans and
other compensatory arrangements (and any successor plans thereto) and any
supplemental executive retirement benefit plans or arrangements with such employees,
directors, officers, managers or consultants which, in each case, are approved
by the Company in good faith;</P>
<P align=center>-180- </P>
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<P style="margin-left:5%;text-indent:5%;" align=justify>(viii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
the pledge of Equity Interests of any Unrestricted Subsidiary;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(ix)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;payments
to or from and transactions with joint ventures or Unrestricted Subsidiaries
entered into in the ordinary course of business or consistent with past practice
(including, without limitation, any cash management activities related thereto);
</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(x)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
transactions permitted by, and complying with, the provisions of <U>Section
9.11</U>;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(xi)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;transactions
between the Company or any of the Restricted Subsidiaries and any Person, the
sole affiliation to the Company or any of the Restricted Subsidiaries of which
is that a director of such Person is also a director of the Company;
<U>provided</U>, <U>however</U>, that such director abstains from voting as a
director of the Company on any matter involving such other Person</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(xii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Intellectual Property licenses in the ordinary course of business;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(xiii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;any
contributions to the common equity capital of the Company; and</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(xiv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;any
agreement or arrangement as in effect as of the Closing Date, or any amendment
thereto (so long as any such amendment is not disadvantageous in any material
respect to the Lenders when taken as a whole as compared to the applicable
agreement as in effect on the Closing Date). </P>
<P
align=justify style="text-indent:5%">9.07.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Modifications
of Debt Documents, Certificate of Incorporation, By-Laws and Certain Other
Agreements, etc</U>. Each of the Company and any Restricted Subsidiary shall
not:</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;amend
or modify any provision of the Second Lien Notes Indenture (or any documentation
governing any Refinancing Indebtedness in respect thereof) or any documentation
governing any other Junior Debt that has an outstanding principal amount at the
time of such amendment or modification in excess of the Threshold Amount, to the
extent that any such amendment or modification, taken as a whole, would be
materially adverse to the interests of the Lenders; or</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;amend,
modify or change its certificate or articles of incorporation (including,
without limitation, by the filing or modification of any certificate or articles
of designation), certificate of formation, limited liability company agreement
or by-laws (or the equivalent organizational documents in the relevant
jurisdiction), as applicable, to the extent that any such amendment,
modification or change, taken as a whole, would be materially adverse to the
interests of the Lenders. </P>
<P
align=justify style="text-indent:5%">9.08.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Limitation
on Dividend and Other Payment Restrictions Affecting Restricted
Subsidiaries</U>.</P>
<P
align=justify style="text-indent:5%">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Company shall not, and shall not permit any Restricted Subsidiary that is not a
Credit Party to, directly or indirectly, create or otherwise cause or suffer to
exist or become effective any consensual encumbrance or consensual restriction
on the ability of any such Restricted Subsidiary that is not a Credit Party
to:</P>
<P align=center>-181- </P>
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<P style="margin-left:5%;text-indent:5%;" align=justify>(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(A)
pay dividends or make any other distributions to any Credit Party on its Capital
Stock or with respect to any other interest or participation in, or measured by,
its profits or owned by the Company or any Restricted Subsidiary or (B) pay any
Indebtedness owed to any Credit Party;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;make
loans or advances to any Credit Party; or</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;sell,
lease or transfer any of its properties or assets to the Company or any
Restricted Subsidiary. </P>
<P
align=justify style="text-indent:5%">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
restrictions in <U>Section 9.08(a)</U> shall not apply to encumbrances or
restrictions existing under or by reason of:</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;applicable
Requirements of Law;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;this
Agreement and the other Credit Documents;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;contractual
encumbrances or restrictions pursuant to the Second Lien Notes Indenture, and
the &#147;Collateral Documents&#148; as defined in the Second Lien Notes Indenture or in
any agreement effecting a refinancing, replacement or substitution thereof and
other contractual encumbrances existing on the Closing Date;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(iv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
purchase money obligations for property acquired in the ordinary course of
business and Capitalized Lease Obligations that impose restrictions of the
nature discussed in clause (iii) of <U>Section 9.08(a)</U> hereof on the
property so acquired;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(v)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;any
agreement or other instrument of a Person acquired by or merged or consolidated
with or into the Company or any Restricted Subsidiary in existence at the time
of such acquisition or at the time it merges with or into the Company or any
Restricted Subsidiary or assumed in connection with the acquisition of assets
from such Person (but, in any such case, not created in contemplation thereof),
which encumbrance or restriction is not applicable to any Person, or the
properties or assets of any Person, other than the Person so acquired and its
Subsidiaries, or the property or assets of the Person so acquired and its
Subsidiaries or the property or assets so acquired;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(vi)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;contracts
for the sale of assets, including customary restrictions with respect to a
Subsidiary of the Company pursuant to an agreement that has been entered into
for the sale or disposition of all or substantially all of the Capital Stock or
assets of such Subsidiary;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(vii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Indebtedness and Liens otherwise permitted to be incurred pursuant to <U>Section
9.01</U> and <U>Section 9.04</U>. </P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(viii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;customary
provisions in joint venture agreements and other similar agreements or
arrangements relating solely to such joint venture;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(ix)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;customary
provisions contained in contracts, leases, sub-leases, licenses, sub-licenses or
similar agreements, including with respect to intellectual property and other
agreements, in each case, entered into in the ordinary course of business</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(x)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;restrictions
or conditions contained in any trading, netting, operating, construction,
service, supply, purchase, sale or other agreement to which the Company or any
Restricted Subsidiary is a party entered into in the ordinary
course of business; <U>provided</U> that such agreement prohibits the
encumbrance of solely the property or assets of the Company or such Restricted
Subsidiary that are the subject to such agreement, the payment rights arising
thereunder or the proceeds thereof and does not extend to any other asset or
property of the Company or such Restricted Subsidiary or the assets or property
of another Restricted Subsidiary;</P>
<P align=center>-182- </P>
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<P style="margin-left:5%;text-indent:5%;" align=justify>(xi)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;any
  encumbrance or restriction with respect to a Restricted Subsidiary which was
  previously an Unrestricted Subsidiary pursuant to or by reason of an agreement
  that such Subsidiary is a party to or entered into before the date on which such
  Subsidiary became a Restricted Subsidiary; <U>provided</U> that such agreement
  was not entered into in anticipation of an Unrestricted Subsidiary becoming a
  Restricted Subsidiary and any such encumbrance or restriction does not extend to
  any assets or property of the Company or any other Restricted Subsidiary other
than the assets and property of such Subsidiary;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(xii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;other
Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred
subsequent to the Closing Date pursuant to <U>Section 9.04</U> hereof;
<U>provided</U> that, in the judgment of the Company, such incurrence will not
materially impair any Credit Party&#146;s ability to make payments under the
Obligations when due;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(xiii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
provisions limiting the disposition or distribution of assets or property in
asset sale agreements, sale-leaseback agreements, stock sale agreements and
other similar agreements (including agreements entered into in connection with a
Restricted Investment), which limitation is applicable only to the assets that
are the subject of such agreements;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(xiv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
customary provisions restricting subletting or assignment of any lease governing
any leasehold interest of the Company or any Restricted Subsidiary;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(xv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;customary
provisions restricting assignment of any agreement entered into by the Company
or any Restricted Subsidiary in the ordinary course of business; (xvi)
restrictions arising in connection with cash or other deposits permitted
pursuant to <U>Section 9.01</U>; and</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(xvii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;restrictions
on cash or other deposits or net worth imposed by (i) customers, lenders or
suppliers or (ii) other third parties under contracts entered into in the
ordinary course of business or arising in connection with any Permitted Liens;
or </P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(xviii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;any
encumbrances or restrictions of the type referred to in clauses (i), (ii) and
(iii) of <U>Section 9.08(a)</U> imposed by any amendments, modifications,
restatements, renewals, increases, supplements, refundings, replacements or
refinancings of the contracts, instruments or obligations referred to in clauses
(i) through (xvii) of this <U>Section 9.08(b)</U>; provided that such
amendments, modifications, restatements, renewals, increases, supplements,
refundings, replacements or refinancings are, in the good faith judgment of the
Company, no more restrictive in any material respect with respect to such
encumbrance and other restrictions taken as a whole than those prior to such
amendment, modification, restatement, renewal, increase, supplement, refunding,
replacement or refinancing. </P>
<P
align=justify style="text-indent:5%">9.09.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Business;
Fiscal Year</U>. </P>
<P
align=justify style="text-indent:5%">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The Company and the Restricted Subsidiaries, taken as a whole, shall not
fundamentally and substantively alter the character of their business, taken as
a whole, from the business conducted by the Company and the Restricted Subsidiaries, taken as a whole,
on the Closing Date and other business activities that are reasonably similar,
ancillary, complementary or related to, or a reasonable extension, development
or expansion of, such business. </P>
<P align=center>-183- </P>
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<P
align=justify style="text-indent:5%">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
  Company shall not change its fiscal year; <U>provided</U> that the Company may,
  upon written notice to, and consent by, the Administrative Agent, change the
  financial reporting convention specified above to any other financial reporting
  convention reasonably acceptable to the Administrative Agent, in which case the
  Company and the Administrative Agent will, and are hereby authorized by the
  Lenders to, make any adjustments to this Agreement that are necessary in order
to reflect such change in financial reporting. </P>
<P
align=justify style="text-indent:5%">9.10.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Negative
Pledges</U>.</P>
<P
align=justify style="text-indent:5%">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each
of the Company and any Restricted Subsidiary shall not enter into or permit to
exist any Contractual Obligation that restricts in any way the ability of any
Credit Party to grant any Lien on its assets in favor of the Secured Creditors
with respect to the Obligations or under the Security Documents, other than
pursuant to any intercreditor agreement contemplated by this Agreement. </P>
<P
align=justify style="text-indent:5%">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
restrictions in <U>Section 9.10(a)</U> shall not apply to Contractual
Obligations restricting the ability of any Credit Party to grant any Lien on its
assets in favor of the Secured Creditors with respect to the Obligations or
under the Security Documents that exists under or by reason of:</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;applicable
Requirements of Law;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
this Agreement and the other Credit Documents;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
contractual encumbrances or restrictions pursuant to the Second Lien Notes
Indenture, and the &#147;Collateral Documents&#148; as defined in the Second Lien Notes
Indenture, or in any agreement effecting a refinancing, replacement or
substitution thereof and other contractual encumbrances existing on the Closing
Date;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(iv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
purchase money obligations for property acquired in the ordinary course of
business and Capitalized Lease Obligations that impose restrictions of the
nature discussed in clause (iii) of <U>Section 9.08(a)</U> hereof on the
property so acquired;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(v)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;any
agreement or other instrument of a Person acquired by or merged or consolidated
with or into the Company or any Restricted Subsidiary in existence at the time
of such acquisition or at the time it merges with or into the Company or any
Restricted Subsidiary or assumed in connection with the acquisition of assets
from such Person (but, in any such case, not created in contemplation thereof),
which encumbrance or restriction is not applicable to any Person, or the
properties or assets of any Person, other than the Person so acquired and its
Subsidiaries, or the property or assets of the Person so acquired and its
Subsidiaries or the property or assets so acquired;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(vi)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;contracts
for the sale of assets, including customary restrictions with respect to a
Subsidiary of the Company pursuant to an agreement that has been entered into
for the sale or disposition of all or substantially all of the Capital Stock or
assets of such Subsidiary;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(vii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Indebtedness and Liens otherwise permitted to be incurred pursuant to <U>Section
9.01</U> and <U>Section 9.04</U>. </P>
<P align=center>-184- </P>
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<P style="margin-left:5%;text-indent:5%;" align=justify>(viii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;customary
provisions in joint venture agreements and other similar agreements or
arrangements relating solely to such joint venture;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(ix)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;customary
provisions contained in contracts, leases, sub-leases, licenses, sub-licenses or
similar agreements, including with respect to intellectual property and other
agreements, in each case, entered into in the ordinary course of business</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(x)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
restrictions or conditions contained in any trading, netting, operating,
construction, service, supply, purchase, sale or other agreement to which the
Company or any Restricted Subsidiary is a party entered into in the ordinary
course of business; <U>provided</U> that such agreement prohibits the
encumbrance of solely the property or assets of the Company or such Restricted
Subsidiary that are the subject to such agreement, the payment rights arising
thereunder or the proceeds thereof and does not extend to any other asset or
property of the Company or such Restricted Subsidiary or the assets or property
of another Restricted Subsidiary;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(xi)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;any
encumbrance or restriction with respect to a Restricted Subsidiary which was
previously an Unrestricted Subsidiary pursuant to or by reason of an agreement
that such Subsidiary is a party to or entered into before the date on which such
Subsidiary became a Restricted Subsidiary; <U>provided</U> that such agreement
was not entered into in anticipation of an Unrestricted Subsidiary becoming a
Restricted Subsidiary and any such encumbrance or restriction does not extend to
any assets or property of the Company or any other Restricted Subsidiary other
than the assets and property of such Subsidiary;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(xii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
other Indebtedness, Disqualified Stock or Preferred Stock permitted to be
incurred subsequent to the Closing Date pursuant to <U>Section 9.04</U> hereof;
<U>provided</U> that, in the judgment of the Company, such incurrence will not
materially impair any Credit Party&#146;s ability to make payments under the
Obligations when due;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(xiii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;provisions
limiting the disposition or distribution of assets or property in asset sale
agreements, sale-leaseback agreements, stock sale agreements and other similar
agreements (including agreements entered into in connection with a Restricted
Investment), which limitation is applicable only to the assets that are the
subject of such agreements;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(xiv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
customary provisions restricting subletting or assignment of any lease governing
any leasehold interest of the Company or any Restricted Subsidiary;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(xv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
customary provisions restricting assignment of any agreement entered into by the
Company or any Restricted Subsidiary in the ordinary course of business;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(xvi)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;restrictions
arising in connection with cash or other deposits permitted pursuant to
<U>Section 9.01</U>; and</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(xvii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
restrictions on cash or other deposits or net worth imposed by (i) customers,
lenders or suppliers or (ii) other third parties under contracts entered into in
the ordinary course of business or arising in connection with any Permitted
Liens;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(xviii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;any
encumbrances or restrictions of the type referred to in clauses (i), (ii) and
(iii) of <U>Section 9.08(a)</U> imposed by any amendments, modifications,
restatements, renewals, increases, supplements, refundings, replacements or
refinancings of the contracts, instruments or obligations referred to in clauses
(i) through (xvii) of this <U>Section 9.08(b)</U>; provided that such
amendments, modifications, restatements, renewals, increases, supplements,
refundings, replacements or refinancings are, in the good faith judgment of
the Company, no more restrictive in any material respect with respect to such
encumbrance and other restrictions taken as a whole than those prior to such
amendment, modification, restatement, renewal, increase, supplement, refunding,
replacement or refinancing. </P>
<P align=center>-185- </P>
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<P
align=justify style="text-indent:5%">9.11.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Merger, Consolidation or Sale of All or Substantially All Assets</U>.</P>
<P
align=justify style="text-indent:5%">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Neither
the Company nor the U.S. Parent Borrower may consolidate, amalgamate or merge
with or into or wind up into (whether or not the Company or the U.S. Parent
Borrower, as applicable, is the surviving Person), or sell, assign, transfer,
lease, convey or otherwise dispose of all or substantially all of its properties
or assets, in one or more related transactions, to any Person, unless:</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;in
the case of any such consolidation, amalgamation, merger, winding up or sale,
assignment, transfer, lease, conveyance or other disposition of all or
substantially all of the assets or properties of (A) the Company, the Company is
the surviving Person or the Person formed by or surviving any such
consolidation, amalgamation or merger (if other than the Company) or to which
such sale, assignment, transfer, lease, conveyance or other disposition shall
have been made, is a Person organized or existing under the Requirements of Law
of Canada or any province thereof (such surviving Person being herein called the
&#147;<U>Successor Company</U>&#148;) or (B) the U.S. Parent Borrower, the U.S. Parent
Borrower is the surviving Person or the Person formed by or surviving any such
consolidation, amalgamation or merger (if other than the U.S. Parent Borrower)
or to which such sale, assignment, transfer, lease, conveyance or other
disposition shall have been made, is a Person organized or existing under the
law of the United States, any state thereof, the District of Columbia, or any
territory thereof (such surviving Person being herein called the &#147;<U>Successor
U.S. Parent Borrower</U>&#148;). </P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;the
Successor Company (if other than the Company) or the Successor U.S. Parent
Borrower (if other than the U.S. Parent Borrower), as applicable, expressly
assumes all the obligations of the Company or the U.S. Parent Borrower, as
applicable, under this Agreement and the other applicable Credit Documents
pursuant to an assumption agreement hereto or thereto in form reasonably
satisfactory to the Administrative Agent;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
immediately after such transaction, no Default or Event of Default exists;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(iv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;any
Guarantee provided by the Company or the U.S. Parent Borrower, as applicable,
shall remain in full force and effect; and</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(v)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;any
security interests and Liens granted to the Collateral Agent for the benefit of
the Secured Creditors in and on the assets of the Company or the U.S. Parent
Borrower, as applicable, shall remain in full force and effect and perfected and
enforceable (to at least the same extent as in effect immediately prior to such
merger, consolidation, merger, winding up or sale, assignment, transfer, lease,
conveyance or other disposition of all or substantially all of the assets or
properties);</P>
<P
align=justify style="text-indent:5%">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Except as permitted by <U>Section 9.04</U> or otherwise not constituting an
Asset Sale, no Credit Party (other than the Company or the U.S. Parent Borrower)
may consolidate, amalgamate or merge with or into or wind up into (whether or
not such Credit Party, is the surviving Person), or sell, assign, transfer,
lease, convey or otherwise dispose of all or substantially all of its properties
or assets, in one or more related transactions, to any Person, unless: </P>
<P align=center>-186- </P>
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<P style="margin-left:5%;text-indent:5%;" align=justify>(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;such
Credit Party is the surviving Person or the Person formed by or surviving any
such consolidation, amalgamation or merger (if other than such Credit Party) or
to which such sale, assignment, transfer, lease, conveyance or other disposition
shall have been made , is a Person organized or existing under the law of the
jurisdiction of organization of such Credit Party, or, in the case of any such
Credit Party that is a Domestic Subsidiary, the laws of the United States, any
state thereof, the District of Columbia, or any territory thereof or, in the
case of any such Credit Party that is a Canadian Subsidiary, the law of Canada
or any province thereof , or, in the case of any such Credit Party that is a
Dutch Subsidiary, the law of the Netherlands (such surviving Person, as the case
may be, being herein called a &#147;Successor Person&#148;);</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
the Successor Person (if other than such Credit Party) expressly assumes all the
obligations of such Credit Party under this Agreement and the other applicable
Credit Documents pursuant to an assumption agreement hereto or thereto in form
reasonably satisfactory to the Administrative Agent;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
immediately after such transaction, no Default or Event of Default exists;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(iv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;any
Guarantee provided by such Credit Party shall remain in full force and effect;
and</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(v)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;any
security interests and Liens granted to the Collateral Agent for the benefit of
the Secured Creditors in and on the assets of such Credit Party shall remain in
full force and effect and perfected and enforceable (to at least the same extent
as in effect immediately prior to such merger, consolidation, merger, winding up
or sale, assignment, transfer, lease, conveyance or other disposition of all or
substantially all of the assets or properties);</P>
<P align=justify style="text-indent:5%">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding clause (iii) of <U>Section 9.11(a)</U> or
clause (iii) of <U>Section 9.11(b)</U>:</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;any
Restricted Subsidiary that is not a Subsidiary Guarantor may consolidate or
amalgamate with or merge with or into or transfer all or part of its properties
and assets to the Company or any Restricted Subsidiary;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;any
Subsidiary Guarantor may consolidate or amalgamate with or merge with or into or
transfer all or part of its properties and assets to the Company, any Borrower
or any Subsidiary Guarantor (or to a Restricted Subsidiary that is not a
Subsidiary Guarantor if that Restricted Subsidiary becomes a Subsidiary
Guarantor); and</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(x) the Company may merge with an Affiliate of the Company solely for the
purpose of reincorporating the Company in Canada or any province or territory
thereof and (y) the U.S. Parent Borrower may merge with an Affiliate of the U.S.
Parent Borrower solely for the purpose of reincorporating the U.S. Parent
Borrower in the United States, any state thereof, the District of Columbia or
any territory thereof, in the case of each of clauses (x) and (y), so long as
the amount of Indebtedness of the Company and the Restricted Subsidiaries is not
increased thereby. </P>
<P
align=justify style="text-indent:5%">(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Upon
any consolidation, amalgamation or merger, or any sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all of the assets
of any Credit Party in accordance with <U>Section 9.11(a)</U> or <U>(b)</U>, the
Successor Company, Successor U.S. Parent Borrower or Successor Person, as
applicable, formed by such consolidation or into or with which such Credit Party
is merged or to which such sale, assignment, transfer, lease, conveyance or
other disposition is made shall succeed to, and be substituted for (so that from
and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this
Agreement referring to such Company, such U.S. Parent Borrower or such other
Credit Party, as applicable, shall refer instead to the Successor Company,
Successor U.S. Parent Borrower or Successor Person, as applicable, and not to
such Company, such U.S. Parent Borrower or such other Credit Party, as
applicable), and may exercise every right and power of such Company, such U.S.
Parent Borrower or such other Credit Party, as applicable, as applicable, under
this Agreement with the same effect as if such successor Person had been named
as the Company, such U.S. Parent Borrower or such other Credit Party, as
applicable, herein; <U>provided</U> that a predecessor Credit Party shall not be
relieved from the obligation to pay the Obligations except in the case of a
sale, assignment, transfer, conveyance or other disposition of all of such
predecessor Credit Party&#146;s assets that meets the requirements of <U>Section
9.11(a)</U> or <U>(b)</U>, as applicable. </P>
<P align=center>-187- </P>
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<P
align=justify style="text-indent:5%">9.12.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Financial
  Covenant</U>. The Company will not permit its Consolidated Fixed Charge Coverage
  Ratio for any Test Period to be lower than 1.00 to 1.00; provided that such
  Consolidated Fixed Charge Coverage Ratio will only be tested as of the last day
  of the Test Period ending immediately prior to the date on which a Financial
  Covenant Triggering Event shall have occurred and shall continue to be tested as
  of the last day of each Test Period thereafter until such Financial Covenant
Triggering Event is no longer continuing. </P>
<P
align=justify style="text-indent:5%">9.13.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Canadian
Pension Plans</U>. No Credit Party shall: </P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;establish,
sponsor, maintain, contribute or have any liability or obligation under any
Canadian Pension Plan; or</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;consummate
any transaction that would result in any Person not already a Subsidiary
becoming a Subsidiary if such Person sponsors, maintains or contributes or has
any liability or obligation under one or more Canadian Pension Plans, without
the prior consent of the Administrative Agent. </P>
<P
align=justify style="text-indent:5%">Section 10 <U>Events of
Default</U>. Upon the occurrence of any of the following specified events (each,
an &#147;<U>Event of Default</U>&#148;):</P>
<P
align=justify style="text-indent:5%">10.01.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Payments</U>.
Any Borrower shall (i) default in the payment when due of any principal of any
Loan or any Note or (ii) default, and such default shall continue unremedied for
five or more Business Days, in the payment when due of any interest on any Loan
or Note, or any Fees or any other amounts owing hereunder or under any other
Credit Document; or</P>
<P
align=justify style="text-indent:5%">10.02.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Representations, etc</U>. Any representation, warranty or statement made or
deemed made by any Credit Party herein or in any other Credit Document or in any
certificate delivered to the Administrative Agent or any Lender pursuant hereto
or thereto shall prove to be untrue in any material respect (without duplication
of any materiality standard set forth in any such representation or warranty) on
the date as of which made or deemed made; or</P>
<P
align=justify style="text-indent:5%">10.03.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Covenants</U>. The Company or any Restricted Subsidiary shall (i) default in
the due performance or observance by it of any term, covenant or agreement
contained in <U>Section 8.01(f)(i)</U>, <U>8.04(a)</U> (as to the existence of
the Company), <U>8.09</U>, <U>8.11,</U> <U>8.15(c)</U> (solely during a Cash
Dominion Period) or <U>Section 9</U>, (ii) fail to deliver a Borrowing Base
Certificate required to be delivered pursuant to <U>Section 8.15(a)</U> within
five (5) Business Days of the date such Borrowing Base Certificate is required
to be delivered (other than during the occurrence of a Weekly Reporting Event,
in which case such period shall be two (2) Business Days), (iii) default in the
due performance or observance by it of any other term, covenant or agreement
contained in this Agreement or in any other Credit Document (other than those
set forth in <U>Sections 10.01</U> and <U>10.02</U>), and such default shall
continue unremedied for a period of 30 days after the earlier of (x) written notice thereof is received by
the Company from the Administrative Agent or the Required Lenders or (y) a
Responsible Officer of such defaulting party gains knowledge of such default;
or</P>
<P align=center>-188- </P>
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<P
align=justify style="text-indent:5%">10.04.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Default
  Under Other Agreements</U>. (i) The Company or any Restricted Subsidiary shall
  (x) fail to make any payment of any Indebtedness (other than the Obligations)
  beyond the period of grace, if any, provided in an instrument or agreement under
  which such Indebtedness was created or (y) fail to observe or perform any
  agreement or condition relating to any Indebtedness (other than the Obligations)
  or contained in any instrument or agreement evidencing, securing or relating
  thereto, or any other event shall occur or condition exist, the effect of which
  failure or other event or condition is to cause, or to permit the holder or
  holders of such Indebtedness (or a trustee or agent on behalf of such holder or
  holders) to cause (determined without regard to whether any notice is required),
  any such Indebtedness to become due prior to its stated maturity, or (ii) any
  Indebtedness (other than the Obligations) of the Company or any Restricted
  Subsidiary shall be declared to be (or shall become) due and payable prior to
  the stated maturity thereof; <U>provided</U> that, (A) it shall not be a Default
  or an Event of Default under this <U>Section 10.04</U> unless the principal
  amount of any Indebtedness as described in preceding clauses (i) and (ii) is at
  least equal to the Threshold Amount and (B) the preceding clauses (i) and (ii)
  of this <U>Section 10.04</U> shall not apply to (x) Indebtedness that becomes
  due as a result of a sale, transfer or other disposition (including as a result
  of a Casualty Event) of the property or assets securing such Indebtedness, if
  such sale, transfer or other disposition is otherwise permitted hereunder, (y)
  any Indebtedness permitted to exist or be incurred under the terms of this
  Agreement that is required to be repurchased, prepaid, defeased or redeemed in
  connection with any asset sale event, casualty or condemnation event, change of
  control (without limiting the rights of the Administrative Agent and the Lenders
  under <U>Section 10.10</U>), excess cash flow or other customary provision in
  such Indebtedness giving rise to such requirement to prepay, defease, repurchase
  or redeem in the absence of any default thereunder or (z) Indebtedness in
  respect of any Hedging Agreement that becomes due pursuant to a termination
  event or equivalent event (other than an event that, pursuant to the terms of
  such Hedge Agreement, constitutes a default or event of default in accordance
with the terms thereof ) under the terms of such Hedging Agreement; or</P>
<P
align=justify style="text-indent:5%">10.05.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Bankruptcy, etc</U>. The Company or any Material Subsidiaries shall, to the
extent applicable, commence a voluntary case or proceeding concerning itself
under Title 11 of the United States Code entitled &#147;Bankruptcy,&#148; as now or
hereafter in effect, or any successor thereto (the &#147;<U>Bankruptcy Code</U>&#148;) or
commence any analogous case, proceeding, step or procedure under any other
Debtor Relief Law of any jurisdiction (including pursuant to the Bankruptcy and
Insolvency Act (Canada), the Companies&#146; Creditors Arrangement Act (Canada) or
the Insolvency Act of 1986); or an involuntary case or proceeding under the
Bankruptcy Code or under any other Debtor Relief Law is commenced against the
Company or any Material Subsidiary in any jurisdiction, and the petition or
proceeding is not controverted within 30 days, or is not dismissed within 60
days, after commencement of the case or proceeding; or a custodian (as defined
in the Bankruptcy Code), receiver, interim receiver, receiver-manager, trustee,
liquidator, administrator, monitor or similar officer is appointed for, or takes
charge of, all or substantially all of the property of the Company or any
Material Subsidiary, or there is commenced against the Company or any Material
Subsidiary any such proceeding which remains undismissed for a period of 60
days, or the company or any Material Subsidiary is adjudicated, or is deemed for
purposes of any applicable Debtor Relief Law to be, insolvent or bankrupt; or
any order of relief or other order approving any such case or proceeding is
entered; or the Company or any Material Subsidiary suffers any appointment of
any custodian, receiver, interim receiver, receiver-manager, trustee,
liquidator, administrator, monitor or the like for it or any substantial part of
its property to continue undischarged or unstayed for a period of 60 days; or
the Company or any Material Subsidiary makes a general assignment for the
benefit of creditors; or any corporate, limited liability company or similar
action is taken by the Company or any Material Subsidiary for the purpose of
effecting any of the foregoing; or </P>
<P align=center>-189- </P>
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<P
align=justify style="text-indent:5%">10.06.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>ERISA;
Dutch Works Council Act</U>. (a) An ERISA Event has occurred which has resulted
or could reasonably be expected to result in a Material Adverse Effect, (b) a
Foreign Pension Plan has failed to comply with, or be funded in accordance with,
applicable Requirement of Law which has resulted or could reasonably be expected
to result in a Material Adverse Effect, or (c) a Dutch Works Council Act Event
has occurred and has resulted or could reasonably be expected to result in a
Material Adverse Effect; or</P>
<P
align=justify style="text-indent:5%">10.07.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Credit
Documents</U>. (i) Any Credit Document shall cease to be, or shall be asserted
in writing by any Borrower or any Restricted Subsidiary not to be, a legal,
valid and binding obligation of any party thereto, other than as a result of
acts or omissions by any Administrative Agent, the Collateral Agent or any
Lender or upon the occurrence of the Payment in Full Date or (ii) any of the
Security Documents shall for any reason cease to be in full force and effect
(other than as a result of acts or omissions by any Administrative Agent, the
Collateral Agent or any Lender or the satisfaction in full of the Obligations),
or shall cease to give the Collateral Agent for the benefit of the Secured
Creditors the Liens, rights, powers and privileges purported to be created
thereby (including, without limitation (to the extent provided therein), a
perfected (or the equivalent with respect to the Canadian Credit Parties and
Dutch Credit Parties under applicable Requirements of Law) security interest in,
and Lien on, all of the Collateral (other than immaterial Collateral), in favor
of the Collateral Agent, superior to and prior to the rights of all third
Persons (subject to (x) the Collateral and Guarantee Requirement and (y) any
Lien permitted by <U>Section 9.01</U>), and subject to no other Liens (except as
permitted by <U>Section 9.01</U>) other than (x) as a result of a release of
Collateral permitted under <U>Section 12.12</U>, (y) as a result of the failure
of any Administrative Agent or the Collateral Agent to (1) maintain possession
of any stock certificates, promissory notes or other instruments actually
delivered to it under the Credit Documents or (2) file initial UCC or PPSA
financing statements; <U>provided</U> that it shall not be a Default or Event of
Default under this <U>Section 10.07</U> if the Credit Document or Security
Document at issue was not required by virtue of the requirements of the
Collateral and Guarantee Requirement to have been executed and delivered by any
Credit Party; or</P>
<P
align=justify style="text-indent:5%">10.08.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Guarantees</U>.
Any Credit Party Guarantee or any provision thereof shall cease to be in full
force or effect as to any Credit Party, or any Guarantor shall deny or disaffirm
such Credit Party&#146;s obligations under the Credit Party Guarantee to which it is
a party; or</P>
<P
align=justify style="text-indent:5%">10.09.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Judgments</U>.
One or more judgments or decrees for the payment of money shall be entered
against the Company or any Restricted Subsidiary involving in the aggregate for
the Company and any Restricted Subsidiary a liability or liabilities (not paid
or fully covered by a reputable and solvent insurance company (as determined in
good faith by the Company) and such judgments and decrees either shall be final
and non-appealable and not satisfied or shall not be vacated, discharged or
stayed or bonded pending appeal for any period of 60 consecutive days, and the
aggregate amount of all such judgments and decrees for the payment of money (to
the extent not paid or fully covered by such insurance company) equals or
exceeds the Threshold Amount; or</P>
<P
align=justify style="text-indent:5%">10.10.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Change
of Control</U>. A Change of Control shall occur;</P>
<P align=justify>then and in any such event, and at any time thereafter, if any
Event of Default shall then be continuing, the Administrative Agent may, and
upon the written request of the Required Lenders, shall, by written notice to
the Company, take any or all of the following actions, without prejudice to the
rights of the Administrative Agents, any Lender or the holder of any Note to
enforce its claims against any Credit Party (<U>provided</U> that, if an Event
of Default specified in <U>Section 10.05</U> shall occur with respect to any
Credit Party, the result which would occur upon the giving of written notice by
the Administrative Agent as specified in clauses (i) and (ii) below shall occur
automatically without the giving of any such notice): (i) declare the Revolving
Commitments terminated, whereupon all Commitments of each Lender shall forthwith terminate immediately; (ii) declare the principal of
and any accrued interest in respect of all Loans and the Notes owing hereunder
and thereunder to be, whereupon the same shall become, forthwith due and payable
without presentment, demand, protest or other notice of any kind, all of which
are hereby waived by each Credit Party; (iii) enforce, as Collateral Agent, all
of the Liens and security interests created pursuant to the Security Documents;
(iv) enforce each Credit Party Guarantee, (v) terminate, reduce or condition any
Revolving Commitment, or make any adjustment to the Borrowing Base and (vi)
require the Credit Parties to Cash Collateralize LC Obligations, and, if the
Credit Parties fail promptly to deposit such Cash Collateral, the Administrative
Agent may (and shall upon the direction of Required Lenders) advance the
required Cash Collateral as Revolving Loans under the Canadian Subfacility, the
Dutch Subfacility or the U.S. Tranche A Subfacility, as applicable (whether or
not an Overadvance exists or is created thereby, or the conditions in <U>Section
6.01</U> are satisfied). </P>
<P align=center>-190- </P>
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<P
align=justify style="text-indent:5%">10.11.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  <U>Application of Funds</U>. After the exercise of remedies provided for above
  (or after the Loans have automatically become immediately due and payable and
  the LC Exposure has automatically been required to be Cash Collateralized as set
  forth above), any amounts received on account of the Obligations shall, subject
  to the provisions of <U>Sections 2.11</U> and <U>2.13(j)</U>, be applied in the
following order:</P>
<P style="margin-left:5%;text-indent:5%;" align=justify><U>First</U>, to the payment of
all reasonable costs and out-of-pocket expenses, fees, commissions and taxes of
such sale, collection or other realization including, without limitation,
compensation to the Administrative Agents, the Collateral Agent and its agents
and counsel, and all expenses, liabilities and advances made or incurred by the
Administrative Agent or the Collateral Agent in connection therewith (other than
in respect of Secured Bank Product Obligations and the U.S. Tranche B
Subfacility);</P>
<P style="margin-left:5%;text-indent:5%;" align=justify><U>Second</U>, to the payment of
all other reasonable costs and out-of-pocket expenses of such sale, collection
or other realization including, without limitation, costs and expenses and all
costs, liabilities and advances made or incurred by the other Secured Creditors
in connection therewith (other than in respect of Secured Bank Product
Obligations and the U.S. Tranche B Subfacility);</P>
<P style="margin-left:5%;text-indent:5%;" align=justify><U>Third</U>, to interest then
due and payable on the Swingline Loans;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify><U>Fourth</U>, to the principal
balance of the Swingline Loans and Protective Advances outstanding until the
same has been prepaid in full;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify><U>Fifth</U>, to interest then
due and payable on Revolving Loans (other than any Loans under the U.S. Tranche
B Subfacility) and other amounts due pursuant to <U>Sections 3.01</U>,
<U>3.02</U> and <U>4.01</U>;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify><U>Sixth</U>, to Cash
Collateralize all LC Exposures (to the extent not otherwise Cash Collateralized
pursuant to the terms hereof) plus any accrued and unpaid interest thereon;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify><U>Seventh</U>, to the principal
balance of Revolving Borrowings (other than any Loans under the U.S. Tranche B
Subfacility) then outstanding and all Secured Bank Product Obligations on
account of Secured Reserved Hedges with Secured Hedge Banks pro rata;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify><U>Eighth</U>, to the payment of
all Obligations of the Credit Parties with respect to the U.S. Tranche B
Subfacility that are then due and payable to the applicable Administrative
Agents, the Collateral Agent, each Issuing Bank, the Swingline Lender, the
Lenders and other Secured Creditors, ratably based upon the respective aggregate
amounts of all such Obligations owing to them on such date; </P>
<P align=center>-191- </P>
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<P style="margin-left:5%;text-indent:5%;" align=justify><U>Ninth</U>, to all Secured
Unreserved Hedges, other Secured Bank Product Obligations and other Obligations
pro rata; and</P>
<P style="margin-left:5%;text-indent:5%;" align=justify><U>Tenth</U>, the balance, if
any, as required by any intercreditor agreement or, in the absence of any such
requirement, to the Person lawfully entitled thereto (including the applicable
Credit Party or its successors or assigns). </P>
<P
align=justify style="text-indent:5%">Amounts used to Cash
Collateralize the aggregate undrawn amount of Letters of Credit pursuant to
clause <U>Sixth</U> above shall be applied to satisfy drawings under such
Letters of Credit as they occur. If any amount remains on deposit as Cash
Collateral after all Letters of Credit have either been fully drawn or expired,
such remaining amount shall be applied to the other Obligations, if any, in the
order set forth above. Amounts distributed with respect to any Secured Bank
Product Obligations shall be the lesser of the maximum Secured Bank Product
Obligations last reported to the Administrative Agent or the actual Secured Bank
Product Obligations as calculated by the methodology reported to the
Administrative Agent for determining the amount due. The Administrative Agent
shall have no obligation to calculate the amount to be distributed with respect
to any Secured Bank Product Obligations, and may request a reasonably detailed
calculation of such amount from the applicable Secured Creditor. If a Secured
Creditor fails to deliver such calculation within five (5) Business Days
following request by the Administrative Agent, the Administrative Agent may
assume the amount to be distributed is zero. </P>
<P
align=justify style="text-indent:5%">In the event that any such
proceeds are insufficient to pay in full the items described in clauses
<U>First</U> through <U>Eighth</U> of this <U>Section 10.11</U>, the Credit
Parties shall remain liable for any deficiency. Notwithstanding the foregoing
provisions, this <U>Section 10.11</U> is subject to the provisions of any
intercreditor agreement. </P>
<P
align=justify style="text-indent:5%">Excluded Swap Obligations with
respect to any Guarantor shall not be paid with amounts received from such
Guarantor or its assets, but appropriate adjustments shall be made with respect
to payments from other Credit Parties to preserve the allocation to Obligations
otherwise set forth above in this <U>Section 10.11</U>. </P>
<P
align=justify style="text-indent:5%">Section
11&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <U>The Administrative Agent</U>.</P>
<P
align=justify style="text-indent:5%">11.01.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Appointment
and Authorization</U>. </P>
<P
align=justify style="text-indent:5%">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each
Lender hereby irrevocably designates and appoints (i) BANA as U.S.
Administrative Agent and Collateral Agent for such Lender, Bank of America, N.A.
(acting through its Canada Branch) as Canadian Administrative Agent for such
Lender and Bank of America, N.A. (acting through its London Branch) as Dutch
Administrative Agent for such Lender, (ii) Rabobank Nederland, Canadian Branch
and Bank of Montreal as Co-Syndication Agents for such Lender, (iii) JPMorgan
Chase Bank, N.A., as Documentation Agent for such Lender and (iv) Merrill Lynch,
Pierce, Fenner &amp; Smith Incorporated, Rabobank Nederland, Canadian Branch and
Bank of Montreal as Joint Lead Arrangers for such Lender, each to act as
specified herein and in the other Credit Documents. Each Lender hereby
irrevocably authorizes the Administrative Agent and the Collateral Agent to take
such action on its behalf under the provisions of this Agreement and each other
Credit Document and to exercise such powers and perform such duties as are
expressly delegated to it by the terms of this Agreement or any other Credit
Document, together with such powers as are reasonably incidental thereto.
Notwithstanding any provision to the contrary contained elsewhere herein or in
any other Credit Document, the Administrative Agent and the Collateral Agent
shall not have any duties or responsibilities, except those expressly set forth
herein. The Co-Syndication Agents, the Documentation Agent and Joint Lead
Arrangers shall have no rights, powers, obligations, liabilities,
responsibilities or duties under this Agreement or any of the other Credit
Documents, except in its capacity, as applicable, as a Lender, a Swingline
Lender or an Issuing Bank hereunder. The Agents shall not have or be deemed
to have any fiduciary relationship with any Lender or participant, and no
implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or any other Credit Document or
otherwise exist against the Agents. Without limiting the generality of the
foregoing sentence, the use of the term &#147;agent&#148; herein and in the other Credit
Documents with reference to the Agents is not intended to connote any fiduciary
or other implied (or express) obligations arising under agency doctrine of any
applicable Requirement of Law. Instead, such term is used merely as a matter of
market custom, and is intended to create or reflect only an administrative
relationship between independent contracting parties. </P>
<P align=center>-192- </P>
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<P
align=justify style="text-indent:5%">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each
  of the Lenders (including in its capacity as a Secured Bank Product Provider)
  hereby further authorizes the Administrative Agent and/or the Collateral Agent
  to enter into the Lender Loss Sharing Agreement, the Intercreditor Agreement,
  any other intercreditor agreement (including those contemplated by <U>Section
    9.01(vi)</U>) and any respective amendments thereto on behalf of such Lender.
  Without limiting the generality of the foregoing, each of the Lenders hereby
  authorizes and directs the Administrative Agent and/or the Collateral Agent to
  bind each Lender to the actions required by such Lender under the terms of the
  Lender Loss Sharing Agreement and any intercreditor agreement, including the
  Intercreditor Agreement. In addition, (i) each of the Lenders and each Issuing
  Bank hereby authorizes the Collateral Agent to act as the agent of such Lender
  and Issuing Bank for purposes of acquiring, holding and enforcing any and all
  Liens on Collateral granted by any of the Credit Parties to secure any of the
  Obligations, together with such powers and discretion as are reasonably
  incidental thereto, and (ii) to the extent required under the Requirements of
  Law of any jurisdiction other than the United States of America, each of the
  Lenders and the Issuing Banks hereby grants to the Administrative Agent and
  Collateral Agent any required powers of attorney to execute any Security
  Document governed by the Requirements of Law of such jurisdiction on such
Lender&#146;s or Issuing Bank&#146;s behalf.</P>
<P
align=justify style="text-indent:5%">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The provisions of this <U>Section 11</U> (other than <U>Sections 11.09</U> and
<U>11.11</U>) are solely for the benefit of the Agents, the Lenders and the
Issuing Banks, and the Borrowers shall not have rights as a third party
beneficiary of any of such provisions. </P>
<P
align=justify style="text-indent:5%">11.02.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Delegation
of Duties</U>. The Administrative Agent and the Collateral Agent may execute any
of their duties under this Agreement or any other Credit Document by or through
agents, employees or attorneys-in-fact and shall be entitled to advice of
counsel and other consultants or experts concerning all matters pertaining to
such duties. The Administrative Agent and the Collateral Agent shall not be
responsible for the negligence or misconduct of any agent or attorney-in-fact
that it selects in the absence of such Administrative Agent&#146;s or the Collateral
Agent&#146;s gross negligence or willful misconduct as determined in a final
non-appealable judgment by a court of competent jurisdiction. </P>
<P
align=justify style="text-indent:5%">11.03.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Liability
of Agents</U>. No Agent-Related Person shall (a) be liable for any action taken
or omitted to be taken by it under or in connection with this Agreement or any
other Credit Document or the transactions contemplated hereby (i) with the
consent or at the request of the Required Lenders (or such other number or
percentage of the Lenders as shall be necessary, or as such Agent-Related Person
shall believe in good faith shall be necessary, under the circumstances as
provided in <U>Section 10</U>) or (ii) in the absence of its own gross
negligence or willful misconduct as determined in a final non-appealable
judgment by a court of competent jurisdiction in connection with its duties
expressly set forth herein, (b) be responsible in any manner to any Lender or
participant for any recital, statement, representation or warranty made by any
Credit Party or any officer thereof, contained herein or in any other Credit
Document, or in any certificate, report, statement or other document referred to
or provided for in, or received by the Administrative Agent under or in
connection with, this Agreement or any other Credit Document, or the validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement or
any other Credit Document, or for any failure of any Credit Party or any other
party to any Credit Document to perform its obligations hereunder or thereunder,
or (c) have any duty to take any discretionary action or exercise any discretionary powers,
except discretionary rights and powers expressly contemplated hereby or by the
other Credit Documents that such Agent-Related Person is required to exercise as
directed in writing by the Required Lenders (or such other number or percentage
of the Lenders as shall be expressly provided for herein or in the other Credit
Documents); <U>provided</U> that each of the Administrative Agent and the
Collateral Agent shall not be required to take any action that, in its opinion
or the opinion of its counsel, may expose such Administrative Agent or
Collateral Agent to liability or that is contrary to any Credit Document or
applicable Requirement of Law. No Agent-Related Person shall be under any
obligation to any Lender or participant to ascertain or to inquire as to the
observance or performance of any of the agreements contained in, or conditions
of, this Agreement or any other Credit Document, or to inspect the properties,
books or records of any Credit Party or any Affiliate thereof. </P>
<P align=center>-193- </P>
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<P
align=justify style="text-indent:5%">11.04.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Reliance
by the Agents</U>. </P>
<P
align=justify style="text-indent:5%">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each
of the Administrative Agent and the Collateral Agent shall be entitled to rely,
and shall be fully protected in relying, upon any writing, communication,
signature, resolution, representation, notice, consent, certificate, affidavit,
letter, telegram, facsimile, telex or telephone message, electronic mail
message, statement or other document or conversation believed by it to be
genuine and correct and to have been signed, sent or made by the proper Person
or Persons, and upon advice and statements of legal counsel (including counsel
to any Credit Party), independent accountants and other experts selected by such
Administrative Agent or Collateral Agent. Each of the Administrative Agent and
the Collateral Agent shall be fully justified in failing or refusing to take any
action under any Credit Document unless it shall first receive such advice or
concurrence of the Required Lenders as it deems appropriate and, if it so
requests, it shall first be indemnified to its satisfaction by the Lenders
against any and all liability and expense which may be incurred by it by reason
of taking or continuing to take any such action. Each of the Administrative
Agent and the Collateral Agent shall in all cases be fully protected in acting,
or in refraining from acting, under this Agreement or any other Credit Document
in accordance with a request or consent of the Required Lenders (or such greater
number of Lenders as may be expressly required hereby in any instance) and such
request and any action taken or failure to act pursuant thereto shall be binding
upon all the Lenders. </P>
<P
align=justify style="text-indent:5%">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For
purposes of determining compliance with the conditions specified in <U>Section
5</U>, each Lender that has signed this Agreement 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 a Lender unless the Administrative Agent shall have received
notice from such Lender prior to the Closing Date specifying its objection
thereto. </P>
<P
align=justify style="text-indent:5%">11.05.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Notice
of Default</U>. The Administrative Agent shall not be deemed to have knowledge
or notice of the occurrence of any Default, except with respect to defaults in
the payment of principal, interest and Fees required to be paid to the
Administrative Agent for the account of the Lenders, unless the Administrative
Agent shall have received written notice from a Lender or the Company referring
to this Agreement, describing such Default and stating that such notice is a
&#147;notice of default.&#148; The Administrative Agent will notify the Lenders of its
receipt of any such notice. The Administrative Agent and Collateral Agent shall
take such action with respect to such Default as may be directed by the Required
Lenders in accordance with <U>Section 10</U>; <U>provided</U>, <U>however</U>,
that unless and until the Administrative Agent or Collateral Agent has received
any such direction, the Administrative Agent and Collateral Agent may (but shall
not be obligated to) take such action, or refrain from taking such action, with
respect to such Default as it shall deem advisable or in the best interest of
the Lenders. </P>
<P
align=justify style="text-indent:5%">11.06.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Credit
Decision; Disclosure of Information by the Agents</U>. Each Lender acknowledges
that no Agent-Related Person has made any representation or warranty to it, and
that no act by any Agent hereafter taken, including any consent to and acceptance of any
assignment or review of the affairs of any Credit Party or any Affiliate
thereof, shall be deemed to constitute any representation or warranty by any
Agent-Related Person to any Lender as to any matter, including whether
Agent-Related Persons have disclosed material information in their possession.
Each Lender represents to the Agents that it has, independently and without
reliance upon any Agent-Related Person and based on such documents and
information as it has deemed appropriate, made its own appraisal of an
investigation into the business, prospects, operations, property, financial and
other condition and creditworthiness of the Credit Parties and their respective
Subsidiaries, and all applicable bank or other regulatory Requirements of Law
relating to the transactions contemplated hereby, and made its own decision to
enter into this Agreement and to extend credit to the Borrowers and the other
Credit Parties hereunder. Each Lender also represents that it will,
independently and without reliance upon any Agent-Related Person and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit analysis, appraisals and decisions in taking or
not taking action under this Agreement and the other Credit Documents, and to
make such investigations as it deems necessary to inform itself as to the
business, prospects, operations, property, financial and other condition and
creditworthiness of the Borrowers and the other Credit Parties. Except for
notices, reports and other documents expressly required to be furnished to the
Lenders by the Administrative Agent herein, the Administrative Agent shall not
have any duty or responsibility to provide any Lender with any credit or other
information concerning the business, prospects, operations, property, financial
and other condition or creditworthiness of any of the Credit Parties or any of
their respective Affiliates which may come into the possession of any
Agent-Related Person. </P>
<P align=center>-194- </P>
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<P
align=justify style="text-indent:5%">11.07.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Indemnification
  of the Agents</U>. Whether or not the transactions contemplated hereby are
  consummated, the Lenders shall indemnify upon demand each Agent (and its
  officers, directors, employees, agents and attorneys in fact which are acting on
  behalf of the such Agent) (to the extent not reimbursed by or on behalf of any
  Credit Party and without limiting the obligation of any Credit Party to do so),
  pro rata, and hold harmless each Agent (and its officers, directors, employees,
  agents and attorneys in fact which are acting on behalf of such Agent) from and
  against any and all Indemnified Liabilities incurred by it; <U>provided</U>,
  <U>however</U>, that no Lender shall be liable for the payment to any Agent (and
  its officers, directors, employees, agents and attorneys in fact which are
  acting on behalf of such Agent) of any portion of such Indemnified Liabilities
  to the extent determined in a final, non-appealable judgment by a court of
  competent jurisdiction to have resulted from such Agent&#146;s (and its officers,
  directors, employees, agents and attorneys in fact which are acting on behalf
  such Agent) own gross negligence or willful misconduct; <U>provided</U>,
  <U>however</U>, that no action taken in accordance with the directions of the
  Required Lenders shall be deemed to constitute gross negligence or willful
  misconduct for purposes of this Section. Without limitation of the foregoing,
  each Lender shall reimburse each Agent upon demand for its ratable share of any
  costs or out-of-pocket expenses (including, without limitation, the reasonable
  fees and disbursements of counsel) incurred by such Agent in connection with the
  preparation, execution, delivery, administration, modification, amendment or
  enforcement (whether through negotiations, legal proceedings or otherwise) of,
  or legal advice in respect of rights or responsibilities under, this Agreement,
  any other Credit Document, or any document contemplated by or referred to
  herein, to the extent that the such Agent is not reimbursed for such expenses by
  or on behalf of the Borrowers. The undertaking in this Section shall survive
  termination of the Revolving Commitments, the payment of all other Obligations
and the resignation of the Agents. </P>
<P
align=justify style="text-indent:5%">11.08.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Administrative
Agent and Collateral Agent in Its Individual Capacity</U>. BANA and its
Affiliates may make loans to, issue letters of credit for the account of, accept
deposits from, acquire equity interests in and generally engage in any kind of
banking, trust, financial advisory, underwriting or other business with each of
the Credit Parties and their respective Affiliates as though BANA was not an
Administrative Agent or the Collateral Agent hereunder and without notice to or
consent of the Lenders. The Lenders acknowledge that, pursuant to such
activities, BANA or its Affiliates may receive information regarding any Credit Party or its Affiliates
(including information that may be subject to confidentiality obligations in
favor of such Credit Party or such Affiliate) and acknowledge that the
Administrative Agents and Collateral Agent shall be under no obligation to
provide such information to them. With respect to its Loans, BANA shall have the
same rights and powers under this Agreement as any other Lender and may exercise
such rights and powers as though it were not an Administrative Agent or the
Collateral Agent, and the terms &#147;<U>Lender</U>&#148; and &#147;<U>Lenders</U>&#148; include
BANA in its individual capacity. </P>
<P align=center>-195- </P>
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<P
align=justify style="text-indent:5%">11.09.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Successor
Administrative Agents</U>. </P>
<P
align=justify style="text-indent:5%">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Any Agent may resign upon 30 days&#146; prior written notice to the Lenders and to
the Company. Such Agent may be replaced by the Required Lenders if it or one of
its Affiliates shall become a Defaulting Lender. If an Agent under any
Subfacility resigns or is replaced, the Agents under the other Subfacilities
shall also be deemed to have resigned and need to be replaced. If an Agent
resigns or is replaced under this Agreement, the Required Lenders shall appoint
from among the Lenders a successor administrative agent or collateral agent, as
applicable, for the Lenders under each Subfacility, which successor agent shall
be consented to by the Company at all times other than during the existence of
an Event of Default under <U>Section 10.01</U> or <U>10.05</U> (which consent of
the Company shall not be unreasonably withheld or delayed). If no successor
agent is appointed prior to the effective date of the resignation of an Agent,
such Agent may appoint (if it resigns but not if it is replaced), after
consulting with the Lenders and with the consent of the Company at all times
other than during the existence of an Event of Default under <U>Section
10.01</U> or <U>10.05 (with respect to the Company)</U>, a successor agent from
among the Lenders under each Subfacility; <U>provided</U> that any such
successor agent shall be either a domestic office of a commercial bank organized
under the Requirements of Law of the United States or any State thereof, or a
United States branch of a bank that is organized under the Requirements of Law
of another jurisdiction, in either case which has a combined capital and surplus
of at least $500,000,000. Upon the acceptance of its appointment as successor
agent hereunder, the Person acting as such successor agent shall succeed to all
the rights, powers and duties of the retiring Agent and the term &#147;U.S.
Administrative Agent,&#148; &#147;Canadian Administrative Agent,&#148; &#147;Dutch Administrative
Agent,&#148; &#147;Administrative Agent&#148; and/or &#147;Collateral Agent&#148; shall mean such
successor agent and the retiring or replaced Agent&#146;s appointment, powers and
duties as Agent shall be terminated. After any retiring or replaced Agent&#146;s
resignation or replacement hereunder as Agent, the provisions of this <U>Section
11</U> and <U>Section 12.01</U> shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was Agent under this Agreement. If
no successor agent has accepted appointment as Agent by the date which is 30
days following a retiring or replaced Agent&#146;s notice of resignation or its
replacement, the retiring or replaced Agent&#146;s resignation or replacement shall
nevertheless thereupon become effective and the Lenders shall perform all of the
duties of the Agent hereunder until such time, if any, as the Required Lenders
appoint a successor agent as provided for above (except that in the case of any
Collateral held by the Collateral Agent on behalf of the Lenders or each Issuing
Bank under any of the Credit Documents, the retiring Collateral Agent shall
continue to hold such collateral security until such time as a successor
Collateral Agent is appointed). </P>
<P
align=justify style="text-indent:5%">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any
resignation or replacement by BANA as administrative agent pursuant to this
<U>Section 11.09</U> shall also constitute its resignation or replacement as
lender of the Swingline Loans under the relevant Subfacility to the extent that
BANA is acting in such capacity at such time. Upon the acceptance of a
successor&#146;s appointment as Administrative Agent hereunder, (i) such successor
shall succeed to and become vested with all of the rights, powers, privileges
and duties of the retiring lender of the Swingline Loans and (ii) the retiring
or replaced lender of the Swingline Loans shall be discharged from all of its
duties and obligations hereunder or under the other Credit Documents. </P>
<P
align=justify style="text-indent:5%">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
For purposes of any Dutch Security Agreement or any other right of pledge
governed by Netherlands Requirements of Law, any resignation by the
Administrative Agent is not effective with respect to its rights under a
Parallel Debt until all rights and obligations under such Parallel Debt have
been assigned and assumed to the successor agent. The
Administrative Agent will reasonably cooperate in assigning its rights under the
Parallel Debts to any such successor agent and will reasonably cooperate in
transferring all rights under any Dutch Security Agreement or any other Security
Agreement governed by Netherlands Requirements of Law (as the case may be) to
such successor agent. </P>
<P align=center>-196- </P>
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<P
align=justify style="text-indent:5%">11.10.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Administrative
  Agent May File Proofs of Claim</U>. In case of the pendency of any receivership,
  insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment,
  composition or other judicial proceeding relative to any Credit Party, the
  Administrative Agent (irrespective of whether the principal of any Loan or LC
  Exposure shall then be due and payable as herein expressed or by declaration or
  otherwise and irrespective of whether the Administrative Agent shall have made
  any demand on the Borrowers) shall be entitled and empowered, by intervention in
such proceeding or otherwise:</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
to file and prove a claim for the whole amount of the principal and interest
owing and unpaid in respect of the Loans, LC Exposure and all other Obligations
that are owing and unpaid and to file such other documents as may be necessary
or advisable in order to have the claims of the Lenders, the Issuing Banks and
the Administrative Agent (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Lenders, the Issuing Banks and the
Administrative Agent and their respective agents and counsel and all other
amounts due the Lenders, the Issuing Banks and the Administrative Agent under
<U>Sections 2.05</U> and <U>12.01</U>) allowed in such judicial proceeding;
and</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;to
collect and receive any monies or other property payable or deliverable on any
such claims and to distribute the same; and any custodian, receiver, assignee,
trustee, liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Lender and each Issuing Bank to make
such payments to the Administrative Agent and, in the event that the
Administrative Agent shall consent to the making of such payments directly to
the Lenders and the Issuing Banks, to pay to the Administrative Agent any amount
due for the reasonable compensation, expenses, disbursements and advances of the
Administrative Agent and its agents and counsel, and any other amounts due the
Administrative Agent under <U>Sections 2.05</U> and <U>12.01</U>. </P>
<P
align=justify style="text-indent:5%">Nothing contained herein shall be
deemed to authorize the Administrative Agent to authorize or consent to or
accept or adopt on behalf of any Lender or any Issuing Bank any plan of
reorganization, arrangement, adjustment or composition affecting the Obligations
or the rights of any Lender or any Issuing Bank to authorize the Administrative
Agent to vote in respect of the claim of any Lender or any Issuing Bank in any
such proceeding. </P>
<P
align=justify style="text-indent:5%">11.11.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Collateral
and Guarantee Matters</U>. The Lenders and the Issuing Banks irrevocably
authorize the Administrative Agents and the Collateral Agent, to take any action
permitted by <U>Section 12.13</U>. </P>
<P
align=justify style="text-indent:5%">Upon request by an Administrative
Agent or the Collateral Agent at any time, the Required Lenders will confirm in
writing the applicable Administrative Agent&#146;s or the Collateral Agent&#146;s, as
applicable, authority to release or subordinate its interest in particular types
or items of property, or to release any Guarantor from its obligations under the
Credit Party Guarantee pursuant to <U>Section 12.13</U>; <U>provided</U> that
such authorization shall not in any event be or become a condition to the
effectiveness of any such release or subordination if the provisions of
<U>Section 12.13</U> are otherwise satisfied. </P>
<P
align=justify style="text-indent:5%">11.12.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Bank
Product Providers</U>. Each Secured Bank Product Provider, by delivery of a
notice to the Administrative Agent of such agreement, agrees to be bound by this
<U>Section 11</U>. Each such Secured Bank Product Provider shall indemnify and hold harmless
Agent-Related Persons, to the extent not reimbursed by the Credit Parties,
against all claims that may be incurred by or asserted against any Agent-Related
Person in connection with such provider&#146;s Secured Bank Product Obligations. </P>
<P align=center>-197- </P>
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<P
align=justify style="text-indent:5%">11.13.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>The
  Collateral Agent</U>. The Collateral Agent and any agent, employee or
  attorney-in-fact appointed by the &#147;collateral agent&#148; pursuant to <U>Section
    11.02</U> for purposes of holding or enforcing any Lien on the Collateral (or
  any portion thereof) granted under the Security Documents, or for exercising any
  rights and remedies thereunder at the direction of the &#147;collateral agent,&#148; shall
  be entitled to the benefits of all provisions of this <U>Section 11</U> and
  <U>Section 12</U> as though such agent, employee or attorney-in-fact were the
  &#147;collateral agent&#148; under the Credit Documents, as set forth in full herein with
respect thereto. </P>
<P
align=justify style="text-indent:5%">11.14.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Withholding
Taxes</U>. To the extent required by any applicable Requirements of Law (as
determined in good faith by the Administrative Agent), the Administrative Agent
may withhold from any payment to any Lender under any Credit Document an amount
equivalent to any applicable withholding Tax. Without limiting or expanding the
provisions of <U>Section 4.01</U>, each Lender shall indemnify and hold harmless
the Administrative Agent against, and shall make payable in respect thereof
within 10 days after demand therefor, any and all Taxes and any and all related
losses, claims, liabilities and expenses (including fees, charges and
disbursements of any counsel for the Administrative Agent) incurred by or
asserted against the Administrative Agent by the Internal Revenue Service or any
other Governmental Authority as a result of the failure of the Administrative
Agent to properly withhold Tax from amounts paid to or for the account of such
Lender for any reason (including because the appropriate form was not delivered
or not properly executed, or because such Lender failed to notify the
Administrative Agent of a change in circumstance that rendered the exemption
from, or reduction of, withholding Tax ineffective). A certificate as to the
amount of such payment or liability delivered to any Lender by the
Administrative Agent shall be conclusive absent demonstrable error. Each Lender
hereby authorizes the Administrative Agent to set off and apply any and all
amounts at any time owing to such Lender under this Agreement or any other
Credit Document against any amount due the Administrative Agent under this
<U>Section 11.14</U>. The agreements in this <U>Section 11.14</U> shall survive
the resignation and/or replacement of the Administrative Agent, any assignment
of rights by, or the replacement of, a Lender, the termination of the
Commitments and the repayment, satisfaction or discharge of all other
Obligations. For the avoidance of doubt, for purposes of this <U>Section
11.14</U>, the term &#147;Lender&#148; shall include any Issuing Bank and any Swingline
Lender. </P>
<P
align=justify style="text-indent:5%">11.15.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Quebec Representative</U>. Without limiting the powers of the Collateral
Agent, for the purposes of holding any hypothec granted to the Attorney (as
defined below) pursuant to the Requirements of Law of the Province of Qu&#233;bec to
secure the prompt payment and performance of any and all Obligations by any
Credit Party, each of the Secured Creditors hereby irrevocably appoints and
authorizes the Collateral Agent and, to the extent necessary, ratifies the
appointment and authorization of the Collateral Agent, to act as the hypothecary
representative of the creditors as contemplated under Article 2692 of the Civil
Code of Qu&#233;bec (in such capacity, the &#147;<U>Attorney</U>&#148;), and to enter into, to
take and to hold on their behalf, and for their benefit, any hypothec, and to
exercise such powers and duties that are conferred upon the Attorney under any
related deed of hypothec. The Attorney shall: (a) have the sole and exclusive
right and authority to exercise, except as may be otherwise specifically
restricted by the terms hereof, all rights and remedies given to the Attorney
pursuant to any such deed of hypothec and applicable law, and (b) benefit from
and be subject to all provisions hereof with respect to the Collateral Agent
mutatis mutandis, including, without limitation, all such provisions with
respect to the liability or responsibility to and indemnification by the Secured
Creditors and Credit Parties. Any person who becomes a Secured Creditor shall,
by its execution of an Assignment and Acceptance Agreement, be deemed to have
consented to and confirmed the Attorney as the person acting as hypothecary
representative holding the aforesaid hypothecs as aforesaid and to have
ratified, as of the date it becomes a Secured Creditor, all actions taken by the Attorney in such
capacity. The substitution of the Collateral Agent pursuant to the provisions of
this <U>Section 11.15</U> also constitutes the substitution of the Attorney. </P>
<P align=center>-198- </P>
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<P
align=justify style="text-indent:5%">11.16.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Appointment
  of Collateral Agent as security trustee for UK Security Agreements</U>. For the
  purposes of any Liens or Collateral created under the UK Security Agreements,
  the following additional provisions shall apply, in addition to the provisions
set out in <U>Section 11</U> or otherwise hereunder. </P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
this <U>Section 11.16</U>, the following expressions shall have the following
meanings:</P>
<P style="margin-left:10%;text-indent:5%;" align=justify>(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Appointee</U>&#148;
shall mean any receiver, administrator or other insolvency officer appointed in
respect of any Credit Party or its assets. </P>
<P style="margin-left:10%;text-indent:5%;" align=justify>(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&#147;<U>Charged Property</U>&#148; shall mean the assets of the Credit Parties subject to
a security interest under the UK Security Agreements. </P>
<P style="margin-left:10%;text-indent:5%;" align=justify>(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Delegate</U>&#148;
shall mean any delegate, agent, attorney or co-trustee appointed by the
Collateral Agent (in its capacity as security trustee). </P>
<P style="margin-left:10%;text-indent:5%;" align=justify>(iv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>UK
Security Agreements</U>&#148; shall mean each security document executed by any
Credit Party and governed by English law in favour of the Collateral Agent. </P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The Secured Creditors appoint the Collateral Agent to hold the security
interests constituted by the UK Security Agreements on trust for the Secured
Creditors on the terms of the Credit Documents and the Collateral Agent accepts
that appointment.</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Collateral Agent, its subsidiaries and associated companies may each retain for
its own account and benefit any fee, remuneration and profits paid to it in
connection with (i) its activities under the Credit Documents; and (ii) its
engagement in any kind of banking or other business with any Credit Party. </P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Nothing
in this Agreement constitutes the Collateral Agent as a trustee or fiduciary of,
nor shall the Collateral Agent have any duty or responsibility to, any Credit
Party. </P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Collateral Agent shall have no duties or obligations to any other person except
for those which are expressly specified in the Credit Documents or mandatorily
required by applicable law. </P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Collateral Agent may appoint one or more Delegates on such terms (which may
include the power to sub-delegate) and subject to such conditions as it thinks
fit, to exercise and perform all or any of the duties, rights, powers and
discretions vested in it by the UK Security Agreements and shall not be obliged
to supervise any Delegate or be responsible to any person for any loss incurred
by reason of any act, omission, misconduct or default on the part of any
Delegate. </P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(g)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Collateral Agent may (whether for the purpose of complying with any law or
regulation of any overseas jurisdiction, or for any other reason) appoint (and
subsequently remove) any person to act jointly with the Collateral Agent either
as a separate trustee or as a co-trustee on such terms and subject to such
conditions as the Collateral Agent thinks fit and with such of the duties, rights, powers and discretions vested in
the Collateral Agent by the UK Security Agreements as may be conferred by the
instrument of appointment of that person. </P>
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<P style="margin-left:5%;text-indent:5%;" align=justify>(h)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
  Collateral Agent shall notify the Lenders of the appointment of each Appointee
(other than a Delegate). </P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Collateral Agent may pay reasonable remuneration to any Delegate or Appointee,
together with any costs and expenses (including legal fees) reasonably incurred
by the Delegate or Appointee in connection with its appointment. All such
remuneration, costs and expenses shall be treated, for the purposes of this
Agreement, as paid or incurred by the Collateral Agent. </P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(j)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each
Delegate and each Appointee shall have every benefit, right, power and
discretion and the benefit of every exculpation (together &#147;<U>Rights</U>&#148;) of
the Collateral Agent (in its capacity as security trustee) under the UK Security
Agreements, and each reference to the Collateral Agent (where the context
requires that such reference is to the Collateral Agent in its capacity as
security trustee) in the provisions of the UK Security Agreements which confer
Rights shall be deemed to include a reference to each Delegate and each
Appointee. </P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(k)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each
Secured Creditor confirms its approval of the UK Security Agreements and
authorizes and instructs the Collateral Agent: (i) to execute and deliver the UK
Security Agreements; (ii) to exercise the rights, powers and discretions given
to the Collateral Agent (in its capacity as security trustee) under or in
connection with the UK Security Agreements together with any other incidental
rights, powers and discretions; and (iii) to give any authorizations and
confirmations to be given by the Collateral Agent (in its capacity as security
trustee) on behalf of the Secured Creditors under the UK Security Agreements.
</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(l)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Collateral Agent may accept without inquiry the title (if any) which any person
may have to the Charged Property. </P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(m)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each
other Secured Creditor confirms that it does not wish to be registered as a
joint proprietor of any security interest constituted by a UK Security Agreement
and accordingly authorizes: (a) the Collateral Agent to hold such security
interest in its sole name (or in the name of any Delegate) as trustee for the
Secured Creditors; and (b) the Land Registry (or other relevant registry) to
register the Collateral Agent (or any Delegate or Appointee) as a sole
proprietor of such security interest. </P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(n)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Except
to the extent that a UK Security Agreement otherwise requires, any moneys which
the Collateral Agent receives under or pursuant to a UK Security Agreement may
be: (a) invested in any investments which the Collateral Agent selects and which
are authorized by applicable law; or (b) placed on deposit at any bank or
institution (including the Collateral Agent) on terms that the Collateral Agent
thinks fit, in each case in the name or under the control of the Collateral
Agent, and the Collateral Agent shall hold those moneys, together with any
accrued income (net of any applicable Tax) to the order of the Lenders, and
shall pay them to the Lenders on demand. </P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(o)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
On a disposal of any of the Charged Property which is permitted under the Credit
Documents, the Collateral Agent shall (at the cost of the Credit Parties)
execute any release of the UK Security Agreements or other claim over that
Charged Property and issue any certificates of non-crystallisation of floating
charges that may be required or take any other action that the Collateral Agent
considers desirable. </P>
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<P style="margin-left:5%;text-indent:5%;" align=justify>(p)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Collateral Agent
shall not be liable for: </P>
<P style="margin-left:10%;text-indent:5%;" align=justify>(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;any
defect in or failure of the title (if any) which any person may have to any
assets over which security is intended to be created by a UK Security
Agreement;</P>
<P style="margin-left:10%;text-indent:5%;" align=justify>(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;any
loss resulting from the investment or deposit at any bank of moneys which it
invests or deposits in a manner permitted by a UK Security Agreement;</P>
<P style="margin-left:10%;text-indent:5%;" align=justify>(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;the
exercise of, or the failure to exercise, any right, power or discretion given to
it by or in connection with any Credit Document or any other agreement,
arrangement or document entered into, or executed in anticipation of, under or
in connection with, any Credit Document; or</P>
<P style="margin-left:10%;text-indent:5%;" align=justify>(iv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;any
shortfall which arises on enforcing a UK Security Agreement. </P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(q)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Collateral Agent shall
not be obligated to: </P>
<P style="margin-left:10%;text-indent:5%;" align=justify>(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;obtain
any authorization or environmental permit in respect of any of the Charged
Property or a UK Security Agreement;</P>
<P style="margin-left:10%;text-indent:5%;" align=justify>(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;hold
in its own possession a UK Security Agreement, title deed or other document
relating to the Charged Property or a UK Security Agreement;</P>
<P style="margin-left:10%;text-indent:5%;" align=justify>(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;perfect,
protect, register, make any filing or give any notice in respect of a UK
Security Agreement (or the order of ranking of a UK Security Agreement), unless
that failure arises directly from its own gross negligence or willful
misconduct; or</P>
<P style="margin-left:10%;text-indent:5%;" align=justify>(iv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;require
any further assurances in relation to a UK Security Agreement.</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(r)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
In respect of any UK Security Agreement, the Collateral Agent shall not be
obligated to: (i) insure, or require any other person to insure, the Charged
Property; or (ii) make any enquiry or conduct any investigation into the
legality, validity, effectiveness, adequacy or enforceability of any insurance
existing over such Charged Property. </P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(s)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
respect of any UK Security Agreement, the Collateral Agent shall not have any
obligation or duty to any person for any loss suffered as a result of: (i) the
lack or inadequacy of any insurance; or (ii) the failure of the Collateral Agent
to notify the insurers of any material fact relating to the risk assumed by
them, or of any other information of any kind, unless Required Lenders have
requested it to do so in writing and the Collateral Agent has failed to do so
within fourteen (14) days after receipt of that request. </P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(t)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Every
appointment of a successor Collateral Agent under a UK Security Agreement shall
be by deed. </P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(u)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
1 of the Trustee Act 2000 (UK) shall not apply to the duty of the Collateral
Agent in relation to the trusts constituted by this Agreement. </P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(v)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
the case of any conflict between the provisions of this Agreement and those of
the Trustee Act 1925 (UK) or the Trustee Act 2000 (UK), the provisions of this
Agreement shall prevail to the extent allowed by law, and shall constitute a
restriction or exclusion for the purposes of the Trustee Act 2000 (UK). </P>
<P align=center>-201- </P>
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<P style="margin-left:5%;text-indent:5%;" align=justify>(w)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
perpetuity period under the rule against perpetuities if applicable to this
Agreement and any UK Security Agreement shall be 80 years from the date of this
Agreement.]</P>
<P
align=justify style="text-indent:5%">11.17.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Authorization to Take Action Regarding Dutch Pledges</U>. The Administrative
Agent is hereby authorized by the Lenders which are a party to this Agreement to
execute and deliver any documents necessary or appropriate to create the rights
of pledge governed by the laws of the Netherlands for the benefit of the Secured
Creditors, including the Dutch Security Agreements. Without prejudice to the
provisions of this Agreement and the other Credit Documents, the parties hereto
acknowledge and agree with the creation of parallel debt obligations of the
Dutch Credit Parties and any other Person providing security under a Dutch
Security Agreement as will be described in the Parallel Debt(s), including that
any payment received by the Administrative Agent in respect of the Parallel
Debt(s) will be deemed a satisfaction of a pro rata portion of the corresponding
amounts of the Obligations. </P>
<P
align=justify style="text-indent:5%">Section
12&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <U>Miscellaneous</U>.</P>
<P
align=justify style="text-indent:5%">12.01.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Payment
of Expenses, etc</U>. </P>
<P
align=justify style="text-indent:5%">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Credit Parties hereby jointly and severally agree to: (i) pay all reasonable and
documented out-of-pocket costs and expenses (A) of the Agents and the Joint Lead
Arrangers and Issuing Banks (without duplication) limited, in the case of legal
fees, to the reasonable fees and disbursements of one primary counsel in each of
the U.S., Canada, the U.K. and the Netherlands, and, if reasonably necessary,
one local counsel in any relevant jurisdiction and an additional counsel in the
case of conflicts) in connection with the preparation, execution and delivery of
this Agreement and the other Credit Documents and the documents and instruments
referred to herein and therein, the administration hereof and thereof and any
amendment, waiver or consent relating hereto or thereto (whether or not
effective), (B) of the Agents and the Joint Lead Arrangers (without duplication)
in connection with their syndication efforts with respect to this Agreement, (C)
of the Agents in connection with the enforcement of this Agreement and the other
Credit Documents and the documents and instruments referred to herein and
therein or in connection with any refinancing or restructuring of the credit
arrangements provided under this Agreement in the nature of a &#147;work-out&#148; or
pursuant to any insolvency or bankruptcy proceedings and (D) of the Agents in
connection with Collateral monitoring, Collateral reviews and Appraisals and
Field Examinations (limited, as set forth in <U>Section 8.15)</U>; and (ii)
indemnify each Agent, each Joint Lead Arranger, each Lender, each Issuing Bank
and their respective Affiliates and branches, and the officers, directors,
employees, controlling persons, agents, advisors and other representatives of
each of the foregoing (each, an &#147;<U>Indemnified Person</U>&#148;) from and hold each
of them harmless against any and all liabilities (including Environmental
Liabilities), losses, damages, claims and expenses to which any such Indemnified
Person may become subject, in each case arising out of or in connection with (w)
any claim, litigation, investigation or proceeding relating to the Credit
Documents, (x) any use or proposed use of proceeds hereunder and any of the
other transactions contemplated hereby and (y) to reimburse each such
Indemnified Person upon demand for any reasonable and documented fees,
disbursements and other charges of counsel (limited to one firm of counsel for
all Indemnified Persons (and, in the case of an actual or perceived conflict of
interest where the Indemnified Person affected by such conflict has retained its
own counsel, another firm of counsel for such affected Indemnified Person) and,
to the extent required, one firm of local counsel in each relevant jurisdiction
for all Indemnified Persons) incurred in connection with investigating or
defending any of the foregoing (collectively, the &#147;<U>Indemnified
Liabilities</U>&#148;); <U>provided</U> that the foregoing indemnity will not, as to
any Indemnified Person, apply to liabilities, losses, damages, claims and
expense to the extent that (x) such liability, loss, damage, claim or expense
resulted from the gross negligence, willful misconduct or bad faith of such
Indemnified Person, any Affiliate or branch of such Indemnified Person or any of
their respective officers, directors, employees, controlling persons, agents,
advisors and other representatives, as determined by a court of competent
jurisdiction in a final and non-appealable decision, (y) in the case of any
claim, litigation, investigation or proceeding initiated by the Company or one of
its Subsidiaries against any Agent, any Joint Lead Arranger, any Lender or any
Issuing Bank, such liability, loss, damage, claim or expense resulted from a
breach by such Agent, such Joint Lead Arranger, such Lender or Issuing Bank, as
applicable, or its Affiliates or any of its or their respective officers,
directors, employees, controlling persons, agents, advisors and other
representatives of the obligations of such Agent, such Joint Lead Arranger, such
Lender or such Issuing Bank, as applicable, hereunder as determined by a court
of competent jurisdiction in a final and non-appealable decision or (z) such
liability, loss, damage, claim or expense resulted from any claim,
investigation, litigation or proceeding solely between and among Indemnified
Persons and not arising from any act or omission by the Company or any of its
Affiliates; <U>provided</U> that the Agents, the Joint Lead Arrangers and the
Issuing Banks to the extent fulfilling their respective roles as an Agent, Joint
Lead Arranger or Issuing Bank hereunder and in their capacities as such, shall
remain indemnified in such claim, investigation, litigation or proceeding to the
extent the exception set forth in clause (x) of the immediately preceding
proviso does not apply to such Person at such time. For the avoidance of doubt,
this <U>Section 12.01(a)(ii)</U> shall not apply to any Taxes other than Taxes
that represent liabilities, obligations, losses, damages, penalties, actions,
costs, expenses and disbursements arising from a non-Tax claim. </P>
<P align=center>-202- </P>
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<P
align=justify style="text-indent:5%">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  (i) No Agent or any Indemnified Person shall be responsible or liable to any
  Credit Party or any other Person for any damages arising from the use by others
  of information or other materials obtained through electronic,
  telecommunications or other information transmission systems, in each case, in
  the absence of gross negligence, willful misconduct or bad faith on the part of
  such Agent or Indemnified Person (in each case, as determined by a court of
  competent jurisdiction in a final and non-appealable judgment) and (ii) no
  Agent, Indemnified Person or Credit Party or any Subsidiary or Affiliate thereof
  shall be liable for any indirect, special, exemplary, incidental, punitive or
  consequential damages (including, without limitation, any loss of profits,
  business or anticipated savings) which may be alleged as a result of this
  Agreement or any other Credit Document or the financing contemplated hereby;
  <U>provided</U> that nothing in this clause (b)(ii) shall limit the Credit
  Parties&#146; indemnification obligations pursuant to clause (a) above to the extent
  such indirect, special, punitive or consequential damages are included in any
  third party claim in connection with which such Indemnified Person is entitled
to indemnification under clause (a) above. </P>
<P
align=justify style="text-indent:5%">12.02.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Right
of Setoff</U>. In addition to any rights now or hereafter granted under
applicable Requirements of Law or otherwise, and not by way of limitation of any
such rights, upon the occurrence and during the continuance of an Event of
Default, each Administrative Agent and each Lender is hereby authorized at any
time or from time to time, without presentment, demand, protest or other notice
of any kind to any Credit Party or to any other Person, any such notice being
hereby expressly waived, to set off and to appropriate and apply any and all
deposits (general or special, in whatever currency) (other than accounts used
exclusively for payroll, payroll taxes, fiduciary and trust purposes, and
employee benefits) and any other Indebtedness (in whatever currency) at any time
held or owing by such Administrative Agent or such Lender (including, without
limitation, by branches and agencies of such Administrative Agent or such Lender
wherever located) to or for the credit or the account of the Company or any
Restricted Subsidiaries against and on account of the Obligations of the Credit
Parties that are at such time due and owing to such Administrative Agent or such
Lender under this Agreement or under any of the other Credit Documents. </P>
<P
align=justify style="text-indent:5%">12.03.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Notices</U>.
</P>
<P
align=justify style="text-indent:5%">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Except as otherwise expressly provided herein or in any other Credit Document,
all notices and other communications provided for hereunder shall be in writing
(including electronic communication) and mailed, or delivered: (x) if to any
Credit Party, c/o SunOpta Inc., 2233 Argentia Road, Suite 401, Mississauga,
Ontario L5N 2X7, Attention: Rick Albert, Treasurer, (email: rick.albert@sunopta.com); and (y) if to any Lender, at its
address specified in writing to the Administrative Agent, at the Notice Office;
or, (z) if to any Administrative Agent or the Collateral Agent, at the addresses
set forth in <U>Schedule 12.03</U> and at such other address as shall be
designated by such party in a written notice to the other parties hereto. All
such notices and communications shall, when mailed, sent by electronic
transmission or sent by overnight courier, be effective five (5) Business Days
after deposit in the mails, one (1) Business Day after delivery to the overnight
courier, or when received in the case of electronic transmission, except that
notices and communications to the Administrative Agents and the Credit Parties
shall not be effective until received by the applicable Administrative Agent or
the Company, as the case may be. </P>
<P align=center>-203- </P>
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<P
align=justify style="text-indent:5%">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  Notices and other communications to the Lenders hereunder may be delivered or
  furnished by electronic communications pursuant to procedures approved by the
  Administrative Agent. Each of the Administrative Agent and the Company may, in
  its respective discretion, agree to accept notices and other communications to
  it hereunder by electronic communications pursuant to procedures approved by it;
  <U>provided</U> that approval of such procedures may be limited to particular
notices or communications. </P>
<P align=justify style="text-indent:5%">12.04.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U style="text-indent:5%">Benefit of
Agreement; Assignments; Participations, etc</U>. </P>
<P
align=justify style="text-indent:5%">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This
Agreement shall be binding upon and inure to the benefit of the Credit Parties,
the Agents, the Lenders, the Issuing Banks and their respective successors and
permitted assigns, (a) except as otherwise set forth herein or in any other
Credit Document, no Borrower shall have the right to assign its rights or
delegate its obligations under any Credit Documents; and (b) except that any
assignment, transfer, participation or other disposition by a Lender of its
rights and obligations under this Agreement or the other Credit Documents must
be made in compliance with this <U>Section 12.04</U>. The Administrative Agent
may treat the Person which made any Loan as the owner thereof for all purposes
until such Person makes an assignment in accordance with this <U>Section
12.04</U>. Any authorization or consent of a Lender shall be conclusive and
binding on any subsequent transferee, participant or assignee of such Lender.
</P>
<P
align=justify style="text-indent:5%">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
A Lender may assign to an Eligible Assignee any of its rights and obligations
under the Credit Documents, as long as (a) in the case of a partial assignment,
is in a minimum principal amount of $5,000,000 (unless otherwise agreed by
Administrative Agent and the Company in their reasonable discretion) and
integral multiples of $100,000 in excess of that amount; (b) except in the case
of an assignment in whole of a Lender&#146;s rights and obligations, the aggregate
amount of the Commitments retained by the transferor Lender is at least
$5,000,000 (unless otherwise agreed by the Administrative Agent and the Company
in their reasonable discretion); and (c) except as otherwise provided in
<U>Section 3.04</U>, the parties to each such assignment shall execute and
deliver an Assignment and Assumption Agreement to the Administrative Agent for
acceptance and recording. For the avoidance of doubt, there is no prohibition on
assignments of Loans or Commitments under one Subfacility without a pro rata
assignment of Loans or Commitments under the other Subfacilities. Nothing herein
shall limit the right of a Lender to pledge or assign any rights under the
Credit Documents to secure obligations of such Lender to a Federal Reserve Bank;
<U>provided</U>, <U>however</U>, that no such pledge or assignment shall release
the Lender from its obligations hereunder nor substitute the pledge or assignee
for such Lender as a party hereto. </P>
<P
align=justify style="text-indent:5%">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Upon
delivery to the Administrative Agent of an assignment notice in the form of
<U>Exhibit</U> <U>I</U> and a processing fee of $3,500 (unless otherwise agreed
by the Administrative Agent in its discretion or otherwise not payable due to
the operation of <U>Section 3.04</U>), the assignment shall become effective as
specified in the notice, if it complies with this <U>Section 12.04</U>. From
such effective date, the Eligible Assignee shall for all purposes be a Lender
under the Credit Documents, and shall have all rights and obligations of a
Lender thereunder. Upon consummation of an assignment, the transferor Lender,
the Administrative Agent and the Company shall make appropriate arrangements for
issuance of replacement and/or new Notes, if applicable, but the Company shall have no
obligation to issue any new Notes unless and until the Note of the transferor
Lender shall have been returned to, and cancelled by, the Company or a lost note
affidavit reasonably satisfactory to the Company has been obtained. The
transferee Lender shall comply with <U>Section 4</U> and deliver, upon request,
an administrative questionnaire satisfactory to the Administrative Agent. </P>
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<P
align=justify style="text-indent:5%">(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No
  assignment or participation may be made to a Borrower, Affiliate of a Borrower,
  Defaulting Lender or natural person. The Administrative Agent has no obligation
  to determine whether any assignee is permitted under the Credit Documents.
  Except as otherwise set forth in <U>Section 3.04</U>, any assignment by a
  Defaulting Lender shall be effective only if there is concurrent satisfaction of
  all outstanding obligations of the Defaulting Lender under the Credit Documents
  in a manner reasonably satisfactory to the Administrative Agent and the Company,
  including payment by the Eligible Assignee or Defaulting Lender to the
  Administrative Agent of an aggregate amount sufficient upon distribution
  (through direct payment, purchases of participations or other methods acceptable
  to the Administrative Agent) to satisfy all funding and payment liabilities of
  the Defaulting Lender. Except as otherwise set forth in <U>Section 3.04</U>, if
  assignment by a Defaulting Lender occurs (by operation of law or otherwise)
  without compliance with the foregoing sentence, the assignee shall be deemed a
Defaulting Lender for all purposes until compliance occurs. </P>
<P
align=justify style="text-indent:5%">(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Administrative Agent, acting as a non-fiduciary agent of the Borrowers (solely
for tax purposes), shall maintain (a) a copy (or electronic equivalent) of each
Assignment and Assumption Agreement delivered to it, and (b) a register for
recordation of the names, addresses and Commitments of, and the Loans, interest
and LC Obligations owing to, each Lender. Entries in the register shall be
conclusive, absent manifest error, and Borrowers, the Administrative Agents and
Lenders shall treat each Person recorded in such register as a Lender for all
purposes under the Credit Documents, notwithstanding any notice to the contrary.
The Administrative Agent may choose to show only one Borrower as the borrower in
the register, without any effect on the liability of any Credit Party with
respect to the Obligations. The register shall be available for inspection by
the Borrowers and, solely with respect to its own Loans and Commitments, any
Lender, from time to time upon reasonable notice. </P>
<P
align=justify style="text-indent:5%">(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Subject
to this <U>Section 12.04</U>, any Lender may sell to a financial institution
(&#147;<U>Participant</U>&#148;) a participating interest in the rights and obligations of
such Lender under any Credit Documents. Despite any sale by a Lender of
participating interests to a Participant, such Lender&#146;s obligations under the
Credit Documents shall remain unchanged, it shall remain solely responsible to
the other parties hereto for performance of such obligations, it shall remain
the holder of its Loans and Commitments for all purposes, all amounts payable by
the Borrowers shall be determined as if it had not sold such participating
interests, and the Borrowers and the Administrative Agents shall continue to
deal solely and directly with such Lender in connection with the Credit
Documents. Each Lender shall be solely responsible for notifying its
Participants of any matters under the Credit Documents, and the Administrative
Agent and the other Lenders shall not have any obligation or liability to any
such Participant.</P>
<P
align=justify style="text-indent:5%">(g)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Credit Parties agree that each Participant shall be entitled to the benefits of
<U>Sections 3.01</U>, <U>3.02</U> and <U>4.01</U> (subject to the requirements
and limitations of such Sections and <U>Section 3.04</U>) to the same extent as
if it were a Lender and had acquired its interest by assignment pursuant to
<U>Section 12.04(b)</U>; <U>provided</U> that a Participant shall not be
entitled to receive any greater payment under <U>Sections</U> <U>3.01</U>,
<U>3.02</U> or <U>4.01</U> hereof than the applicable Lender would have been
entitled to receive with respect to the participating interest sold to such
Participant, unless (x) the sale of the participating interest to such
Participant is made with the Company&#146;s prior written consent (which consent
shall not be unreasonably withheld) or (y) such entitlement to receive a greater
payment results from a change in any Requirement of Law occurring after the sale
of the participation takes place. </P>
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<P
align=justify style="text-indent:5%">(h)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each
Lender shall retain the sole right to approve, without the consent of any
Participant, any amendment, waiver or other modification of a Credit Document
other than that which requires the consent of all Lenders or each affected
Lender. </P>
<P
align=justify style="text-indent:5%">(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each
Lender that sells a participation shall, acting as a non-fiduciary agent of the
Borrowers (solely for Tax purposes), maintain a register in which it enters the
Participant&#146;s name, address and interest in Commitments, Loans (and stated
interest) and LC Obligations. Entries in the register shall be conclusive,
absent manifest error, and such Lender shall treat each Person recorded in the
register as the owner of the participation for all purposes, notwithstanding any
notice to the contrary. No Lender shall have an obligation to disclose any
information in such register except to the extent necessary to establish that a
Participant&#146;s interest is in registered form under the Code and Treasury
Regulations. </P>
<P
align=justify style="text-indent:5%">12.05.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>No Waiver; Remedies Cumulative</U>. No failure or delay on the part of the
Administrative Agents, the Collateral Agent or any Lender in exercising any
right, power or privilege hereunder or under any other Credit Document and no
course of dealing between the Borrowers or any other Credit Party and the
Administrative Agents, the Collateral Agent or any Lender shall operate as a
waiver thereof; nor shall any single or partial exercise of any right, power or
privilege hereunder or under any other Credit Document preclude any other or
further exercise thereof or the exercise of any other right, power or privilege
hereunder or thereunder. The rights, powers and remedies herein or in any other
Credit Document expressly provided are cumulative and not exclusive of any
rights, powers or remedies which the Administrative Agents, the Collateral Agent
or any Lender would otherwise have. No notice to or demand on any Credit Party
in any case shall entitle any Credit Party to any other or further notice or
demand in similar or other circumstances or constitute a waiver of the rights of
the Administrative Agents, the Collateral Agent or any Lender to any other or
further action in any circumstances without notice or demand. </P>
<P
align=justify style="text-indent:5%">12.06.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>[Reserved]</U>.
</P>
<P
align=justify style="text-indent:5%">12.07.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>GOVERNING
LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL</U>. </P>
<P
align=justify style="text-indent:5%">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;THIS
AGREEMENT (EXCEPT FOR <U>SECTION 11.15</U>, WHICH SHALL BE GOVERNED BY THE LAWS
OF QUEBEC) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK. </P>
<P
align=justify style="text-indent:5%">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;EACH
PARTY TO THIS AGREEMENT CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE
COURT SITTING IN NEW YORK COUNTRY OR THE UNITED STATES DISTRICT COURT OF THE
SOUTHERN DISTRICT OF NEW YORK, IN ANY DISPUTE, ACTION, LITIGATION OR OTHER
PROCEEDING RELATING IN ANY WAY TO ANY CREDIT DOCUMENTS, AND AGREES THAT ANY
DISPUTE, ACTION, LITIGATION OR OTHER PROCEEDING SHALL BE BROUGHT BY IT SOLELY IN
ANY SUCH COURT. EACH PARTY TO THIS AGREEMENT IRREVOCABLY AND UNCONDITIONALLY
WAIVES ALL CLAIMS, OBJECTIONS AND DEFENSES THAT IT MAY HAVE REGARDING ANY SUCH
COURT&#146;S PERSONAL OR SUBJECT MATTER JURISDICTION, VENUE OR INCONVENIENT FORUM.
EACH PARTY TO THIS AGREEMENT IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE
JURISDICTION OF SUCH COURTS AND CONSENTS TO SERVICE OF PROCESS IN THE MANNER
PROVIDED FOR NOTICES IN <U>SECTION 12.03</U>. A FINAL JUDGMENT IN ANY PROCEEDING
OF ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS
BY SUIT ON THE JUDGMENT OR ANY OTHER MANNER PROVIDED BY APPLICABLE REQUIREMENT
OF LAW. NOTWITHSTANDING THE FOREGOING AND FOR FURTHER CERTAINTY, NOTHING IN THIS
AGREEMENT OR ANY OTHER CREDIT DOCUMENT SHALL AFFECT ANY RIGHT THAT ANY AGENT, ANY ISSUING
BANK OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING
SOLELY TO THE CREDIT PARTY GUARANTEE AGAINST ANY CANADIAN CREDIT PARTY IN A
CANADIAN COURT. </P>
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<P
align=justify style="text-indent:5%">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A
  TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR
  RELATING TO THIS AGREEMENT, THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY. </P>
<P
align=justify style="text-indent:5%">12.08.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Counterparts</U>.
This Agreement may be executed in any number of counterparts and by the
different parties hereto on separate counterparts (including by facsimile or
other electronic transmission (i.e., a &#147;pdf&#148; or &#147;tif&#148;), each of which when so
executed and delivered shall be an original, but all of which shall together
constitute one and the same instrument. A set of counterparts executed by all
the parties hereto shall be lodged with the Company and the Administrative
Agent. </P>
<P
align=justify style="text-indent:5%">12.09.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Headings Descriptive</U>. The headings of the several Sections and
subsections of this Agreement are inserted for convenience only and shall not in
any way affect the meaning or construction of any provision of this Agreement.
</P>
<P align=justify style="text-indent:5%">12.10.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <U>Amendment or Waiver;
etc</U>. </P>
<P
align=justify style="text-indent:5%">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Except
as otherwise set forth in this Agreement or any other Credit Document, neither
this Agreement nor any other Credit Document nor any terms hereof or thereof may
be changed, waived, discharged or terminated unless such change, waiver,
discharge or termination is in writing signed by the Credit Parties party hereto
or thereto and the Required Lenders (although additional parties may be added to
(and annexes may be modified to reflect such additions), the Credit Party
Guarantee, the Intercreditor Agreement or the Security Documents in accordance
with the provisions hereof and thereof without the consent of the other Credit
Parties party thereto or the Required Lenders); <U>provided</U> that no such
change, waiver, discharge or termination shall (i) without the prior written
consent of each Lender (and Issuing Bank, if applicable) directly affected
thereby, extend the Maturity Date of any Revolving Commitment, extend the U.S.
Tranche B Maturity Date of the U.S. Tranche B Revolving Commitments or increase
the Revolving Commitments of any Lender over the amount thereof then in effect,
or reduce the rate or extend the time of payment of interest or Fees thereon or
reduce or forgive the principal amount thereof or forgive the payment of such
interest or Fees (it being understood that waivers or modifications of
conditions precedent, Defaults or Events of Default shall not constitute a
reduction or extension of the time of payment of interest or Fees thereon of any
Lender), (ii) release all or substantially all of the Collateral under all the
Security Documents without the prior written consent of each Lender, (iii)
release all or substantially all of the value of the Credit Party Guarantee
without the prior written consent of each Lender or, except as otherwise
expressly provided herein or in the Credit Documents or release any Borrower
with respect to whom any Credit Extension is then outstanding, without the prior
written consent of each Lender, (iv) reduce the amount of, or extend the payment
for, any required mandatory prepayments of principal hereunder (it being
understood that waivers or modifications of conditions precedent, Defaults or
Events of Default, Cash Dominion Periods (or the thresholds or time periods for
entering or exiting a Cash Dominion Period) shall not constitute reduction or
extension of the time of payment of such principal) without the prior written
consent of each Lender directly affected thereby, (v) amend, modify or waive any
pro rata sharing provision of <U>Section 2.10</U>, the payment waterfall
provision of <U>Section 10.11</U>, or any provision of this <U>Section
12.10(a)</U> (except for amendments with respect to additional extensions of
credit pursuant to this Agreement which afford the protections to such
additional extensions of credit of the type provided to the Revolving
Commitments on the Closing Date and amendments to effect the provisions of
<U>Sections 2.15</U>, <U>2.19</U> or <U>2.21</U>), in each case, without the
prior written consent of each Lender, (vi) reduce the percentage specified in
the definitions of &#147;Required Lenders&#148; or &#147;Supermajority Lenders&#148; without the
prior written consent of each Lender (it being understood that, with the prior
written consent of the Required Lenders or Supermajority Lenders, as applicable,
additional extensions of credit pursuant to this Agreement may be included in
the determination of the Required Lenders or Supermajority Lenders, as
applicable, on substantially the same basis as the extensions of Revolving
Commitments are included on the <font color="#FF0000"> <STRIKE>Second</STRIKE></font><font color="#0000FF"><U>Third</U></font> Amendment
Effective Date), (vii) reduce the percentage specified in the definition of
&#147;North American Minimum Requirement&#148; without the prior written consent of each
Lender, (viii) consent to the assignment or transfer by any Borrower of any of
its rights and obligations under this Agreement without the consent of each
Lender or (ix) contractually subordinate the Obligations without the consent of
each Lender; <U>provided</U>, <U>further</U>, that no such change, waiver,
discharge or termination shall (1) without the consent of each Agent adversely
affected thereby, amend, modify or waive any provision of <U>Section 11</U> or
any other provision as same relates to the rights or obligations of such Agent,
(2) without the consent of Collateral Agent, amend, modify or waive any
provision relating to the rights or obligations of the Collateral Agent, (3)
without the consent of an Issuing Bank or a Swingline Lender, amend, modify or
waive any provision relating to the rights or obligations of the such Issuing
Bank or such Swingline Lender, (4) (x) without the prior written consent of the
Supermajority Ex-FILO Lenders, change the definition of the terms &#147;U.S. Tranche
A Borrowing Base,&#148; &#147;Canadian Borrowing Base,&#148; &#147;Dutch Borrowing Base&#148; or
&#147;Borrowing Base&#148; or any component definition thereof (including, without
limitation, the definitions of &#147;Eligible Accounts&#148;, &#147;Eligible In-Transit
Inventory&#148;, &#147;Eligible Insured and Letter of Credit Backed Accounts&#148; , &#147;Eligible
Inventory&#148;, &#147;Eligible Equipment&#148; and &#147;Eligible Fee-Owned Real Estate&#148;) if, as a
result of such change, the amounts available to be borrowed by the Borrowers
would be increased or add any new classes of eligible assets thereto, (y)
without the prior written consent of the Supermajority Tranche B Lenders, change
the definition of the term &#147;U.S. Tranche B Borrowing Base&#148; or any component
definition thereof (including, without limitation, the definitions of &#147;Eligible
Accounts&#148;, &#147;Eligible In-Transit Inventory&#148;, &#147;Eligible Insured and Letter of
Credit Backed Accounts&#148; and &#147;Eligible Inventory&#148;, &#147;) if, as a result of such
change, the amounts available to be borrowed by the Borrowers would be increased
or add any new classes of eligible assets thereto, <U>provided</U> that, in each
case of clauses (x) and (y), any change to a component definition of the terms
enumerated in clause (y) which are component definitions of the term &#147;U.S.
Tranche A Borrowing Base&#148;, may not be changed without the prior written consent
of the Supermajority Lenders; <U>provided</U> that the foregoing shall not limit
the discretion of the Administrative Agent to change, establish or eliminate any
Reserves or to add Accounts and Inventory acquired in a Permitted Acquisition to
the Borrowing Base as provided herein, (5) without the prior written consent of
each Lender in respect of the Ex-FILO Subfacilities, (a) increase the
percentages set forth in the terms &#147;Canadian Borrowing Base,&#148; &#147;Dutch Borrowing
Base,&#148; and &#147;U.S. Tranche A Borrowing Base&#148; or (b) reduce the percentage
specified in the definitions of &#147;Supermajority Ex-FILO Lenders&#148; (it being
understood that, with the prior written consent of the Supermajority Ex-FILO
Lenders, additional extensions of credit pursuant to this Agreement may be
included in the determination of the Supermajority Ex-FILO Lenders, on
substantially the same basis as the extensions of Ex-FILO Revolving Commitments
are included on the Second Amendment Effective Date) and (6) without the prior
written consent of each Lender in respect of the U.S. Tranche B Subfacility, (a)
increase the percentages set forth in the term &#147;U.S. Tranche B Borrowing Base&#148;
or (b) reduce the percentage specified in the definitions of &#147;Supermajority
Tranche B Lenders&#148; (it being understood that, with the prior written consent of
the Supermajority Tranche B Lenders, additional extensions of credit pursuant to
this Agreement may be included in the determination of the Supermajority Tranche
B Lenders, on substantially the same basis as the extensions of U.S. Tranche B
Revolving Commitments are included on the <font color="#FF0000"> <STRIKE>Second</STRIKE></font><font color="#0000FF"><U>Third</U></font> Amendment Effective Date).</P>
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<P
align=justify style="text-indent:5%">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If,
  in connection with any proposed change, waiver, discharge or termination of any
  of the provisions of this Agreement as contemplated by clauses (i) through
  (viii), inclusive, of the first proviso to <U>Section 12.10(a)</U>, the consent
  of the Required Lenders is obtained but the consent of one or more of such other
  Lenders whose consent is required is not obtained, then the Company shall have
the right, so long as all non-consenting Lenders whose individual
consent is required are treated as described in either clause (A) or (B) below,
to either (A) replace each such non-consenting Lender or Lenders with one or
more Replacement Lenders pursuant to <U>Section 3.04</U> so long as at the time
of such replacement, each such Replacement Lender consents to the proposed
change, waiver, discharge or termination or (B) terminate such non-consenting
Lender&#146;s Commitments and/or repay the outstanding Revolving Loans of such Lender
in accordance with <U>Section 3.04</U>; <U>provided</U> that, unless the
Commitments that are terminated, and Revolving Loans repaid, pursuant to the
preceding clause (B) are immediately replaced in full at such time through the
addition of new Lenders or the increase of outstanding Loans of existing Lenders
(who in each case must specifically consent thereto), then in the case of any
action pursuant to the preceding clause (B) the Required Lenders (determined
after giving effect to the proposed action) shall specifically consent thereto, <U>provided</U>, <U>further</U>, that in any event the Company shall not have
the right to replace a Lender, terminate its Commitments or repay its Revolving
Loans solely as a result of the exercise of such Lender&#146;s rights (and the
withholding of any required consent by such Lender) pursuant to the second
proviso to <U>Section 12.10(a)</U>. </P>
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<P
align=justify style="text-indent:5%">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding
  anything to the contrary contained in clause (a) of this <U>Section 12.10</U>,
  the Borrowers, the Administrative Agents, the Collateral Agent and each Lender
  providing the relevant Revolving Commitment Increase may (i), in accordance with
  the provisions of <U>Section 2.15</U>, enter into an Incremental Revolving
  Commitment Agreement, and (ii) in accordance with the provisions of <U>Section
    2.19</U>, enter into an Extension Amendment and, in each case, make any changes
  to this Agreement in order to effect the provisions of such Sections as
  permitted by such Sections; <U>provided</U> that after the execution and
  delivery by the Borrowers, the Administrative Agents, the Collateral Agent and
  each such Lender may thereafter only be modified in accordance with the
requirements of clause (a) above of this <U>Section 12.10</U>. </P>
<P
align=justify style="text-indent:5%">(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Without
the consent of any other Person, the applicable Credit Party or Credit Parties
and the Administrative Agent and/or Collateral Agent may (in its or their
respective sole discretion, or shall, to the extent required by any Credit
Document) enter into any amendment or waiver of any Credit Document, or enter
into any new agreement or instrument, to effect the granting, perfection,
protection, expansion or enhancement of any security interest in any Collateral
or additional property to become Collateral for the benefit of the Secured
Creditors, or as required by local Requirements of Law to give effect to, or
protect any security interest for the benefit of the Secured Creditors, in any
property or so that the security interests therein comply with applicable
Requirements of Law. </P>
<P
align=justify style="text-indent:5%">(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Anything herein to the contrary notwithstanding, during such period as a Lender
is a Defaulting Lender, to the fullest extent permitted by applicable
Requirements of Law, such Lender will not be entitled to vote in respect of
amendments, waivers and consents hereunder and the Commitment and the
outstanding Loans or other extensions of credit of such Lender hereunder will
not be taken into account in determining whether the Required Lenders or all of
the Lenders, as required, have approved any such amendment, waiver or consent
(and the definitions of &#147;Supermajority Lenders&#148; &#147;Supermajority Ex-FILO Lenders&#148;,
&#147;Supermajority Tranche B Lenders&#148; and &#147;Required Lenders&#148; will automatically be
deemed modified accordingly for the duration of such period); provided that (i)
any waiver, amendment or modification requiring the consent of all Lenders or
each affected Lender which affects such Defaulting Lender differently than other
affected Lenders shall require the consent of such Defaulting Lender and (ii)
the Revolving Commitment of any Defaulting Lender may not be increased or
extended without the consent of such Lender. </P>
<P
align=justify style="text-indent:5%">(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Further,
notwithstanding anything to the contrary contained in this <U>Section 12.10</U>,
if following the Closing Date, the Administrative Agent and any Credit Party
shall have jointly identified an any error, ambiguity, omission, defect or
inconsistency, in each case, in any provision of the Credit Documents, then the
Administrative Agent and the Credit Parties shall be permitted to amend such
provision by an agreement in writing (including, without
limitation any amendment, supplement or waiver to this Agreement, any Security
Document, any guarantee, any intercreditor agreement or any related document
executed by any Credit Party or any other Subsidiary of the Company in
connection with this Agreement or any other Credit Document if such amendment,
supplement or waiver is delivered in order to cause this Agreement or such
Security Agreement, guarantee, intercreditor agreement or related document, as
applicable, to be consistent with this Agreement and the other Credit Documents)
and such amendment shall become effective without any further action or consent
of any other party to any Credit Documents if the same is not objected to in
writing by the Required Lenders within five (5) Business Days following receipt
of notice thereof. </P>
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<P
align=justify style="text-indent:5%">(g)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding
  the foregoing, (A) the consent of the Lenders or the Required Lenders, as the
  case may be, shall not be required to make any such changes necessary to be made
  in connection with the provision of any Revolving Commitment Increase or
  otherwise to effect the provisions of <U>Section 2.15</U>, <U>2.19</U>,
  <U>2.20</U> or <U>2.21</U> or to update <U>Schedule 1.01D</U> after any Fixed
  Asset Reappraisal Event as described in the definitions of the terms &#147;Canadian
  Borrowing Base&#148; and &#147;U.S. Tranche A Borrowing Base&#148; and (B) the Company, the
  Administrative Agents, the Collateral Agent and the other Credit Parties may,
  without the input or consent of the other Lenders, (i) negotiate the form of any
  Mortgage or other Security Document as may be necessary or appropriate in the
  opinion of the Administrative Agent and the Company (x) in connection with any
  Additional Account Security Action or Additional Inventory Security Action, (y)
  to comply with the Collateral and Guarantee Requirement or (z) to otherwise
  comply with this Agreement, (ii) execute, deliver and perform any new Security
  Document or intercreditor agreement or amendment to any Security Document or
  intercreditor agreement or enter into any amendment to the Security Documents or
  intercreditor agreement as may be necessary or appropriate in the opinion of the
  Administrative Agent and the Company (x) in connection with any Additional
  Account Security Action or Additional Inventory Security Action, (y) to comply
  with the Collateral and Guarantee Requirement or (z) otherwise comply with this
  Agreement and (iii) terminate any Security Document not required by the
Collateral and Guarantee Requirement. </P>
<P
align=justify style="text-indent:5%">(h)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To
the extent notice has been provided to the Administrative Agent pursuant to
<U>Section 2.15</U> with respect to any new financial maintenance covenant or
any more restrictive financial maintenance covenant, this Agreement shall be
automatically and without further action on the part of any Person hereunder and
notwithstanding anything to the contrary in this <U>Section 12.10 </U>deemed
modified to include such financial maintenance covenant or such more restrictive
financial maintenance covenant on the date of the Incurrence of the applicable
Indebtedness to the extent required by the terms of such section. </P>
<P
align=justify style="text-indent:5%">12.11.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Survival</U>.
All indemnities set forth herein including, without limitation, in <U>Sections
3.01</U>,<U> 3.02</U>, <U>4.01</U>, <U>11.07</U> and <U>12.01</U> shall survive
the execution, delivery and termination of this Agreement and the Notes and the
making and repayment of the Obligations. </P>
<P
align=justify style="text-indent:5%">12.12.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Domicile
of Loans</U>. Each Lender may transfer and carry its Revolving Loans at, to or
for the account of any office, branch, Subsidiary or Affiliate of such Lender.
Notwithstanding anything to the contrary contained herein, to the extent that a
transfer of Loans pursuant to this <U>Section 12.12</U> would, at the time of
such transfer, result in increased costs under <U>Section 3.01</U> or
<U>4.01</U> from those being charged by the respective Lender prior to such
transfer, then the Borrowers shall not be obligated to pay such increased costs
(although the Borrowers shall be obligated to pay any other increased costs of
the type described above resulting from changes after the date of the respective
transfer). </P>
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<P
align=justify style="text-indent:5%">12.13.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Release
of Collateral or Guarantors</U>. </P>
<P
align=justify style="text-indent:5%">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Agents, the Lenders and the Issuing Banks hereby irrevocably agree that the
Liens granted to the Collateral Agent by the Credit Parties on any Collateral
shall be automatically released (i) in full, as set forth in clause (b) below,
(ii) upon the sale, transfer or other disposition of such Collateral (including
as part of or in connection with any other sale, transfer or other disposition
permitted hereunder) to any Person other than another Credit Party, to the
extent such sale, transfer or other disposition is made in compliance with the
terms of this Agreement (and the Administrative Agents and Collateral Agent may
rely conclusively on a certificate to that effect provided to it by any Credit
Party upon its reasonable request without further inquiry), (iii) to the extent
such Collateral is comprised of property leased to a Credit Party by a Person
that is not a Credit Party, upon termination or expiration of such lease, (iv)
if the release of such Lien is approved, authorized or ratified in writing by
the Required Lenders (or such other percentage of the Lenders whose consent may
be required in accordance with <U>Section 12.10</U>), (v) to the extent the
property constituting such Collateral is owned by any Guarantor, upon the
release of such Guarantor from its obligations under its Guarantee, (vi) as
required by Collateral Agent to effect any sale, transfer or other disposition
of Collateral in connection with any exercise of remedies of the Collateral
Agent pursuant to the Security Documents, and (vii) upon the request of the
Company, any asset or property of any Credit Party included in the Collateral to
the extent such asset or property is not required by the Collateral and
Guarantee Requirement to be included in the Collateral, so long as upon the
release of the Collateral Agent&#146;s Lien on such asset or property, such property
or asset is no longer included in the Borrowing Base and the Company shall
continue to be in compliance with the Collateral and Guarantee Requirement. Any
such release shall not in any manner discharge, affect, or impair the
Obligations or any Liens (other than those being released) upon all interests
retained by the Credit Parties, including the proceeds of any disposition, all
of which shall continue to constitute part of the Collateral except to the
extent otherwise released in accordance with the provisions of the Credit
Documents. Additionally, the Agents, the Lenders and the Issuing Banks hereby
irrevocably agree that each Guarantor shall be released from its Guarantee upon
consummation of any transaction permitted hereunder resulting in such Subsidiary
ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded
Subsidiary. The Lenders and the Issuing Banks hereby authorize the
Administrative Agents and the Collateral Agent, as applicable, to execute and
deliver any instruments, documents, and agreements necessary or desirable to
evidence and confirm the release of any Guarantor or Collateral pursuant to the
foregoing provisions of this paragraph, all without the further consent or
joinder of any Lender or any Issuing Bank. Any representation, warranty or
covenant contained in any Credit Document relating to any such released
Collateral or Guarantor shall no longer be deemed to be repeated. </P>
<P
align=justify style="text-indent:5%">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Upon the occurrence of the Payment in Full Date, upon request of the Company,
the Administrative Agents and/or the Collateral Agent, as applicable, shall
(without notice to, or vote or consent of, any Secured Creditor) take such
actions as shall be required to release its security interest in all Collateral,
and to release all obligations under, and terminate, any Credit Document,
whether or not on the date of such release and termination there may be any (i)
Secured Bank Product Obligations or (ii) any contingent indemnification
obligations or other contingent obligations not then due and payable. Any such
release and termination of Obligations shall be deemed subject to the provision
that such Obligations shall be reinstated if after such release any portion of
any payment in respect of the Obligations guaranteed thereby shall be rescinded
or must otherwise be restored or returned upon the insolvency, bankruptcy,
dissolution, liquidation or reorganization of the Borrower or any Guarantor, or
upon or as a result of the appointment of a receiver, intervenor or conservator
of, or trustee or similar officer for, the Borrower or any Guarantor or any
substantial part of its property, or otherwise, all as though such payment had
not been made. </P>
<P align=center>-211- </P>
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<P
align=justify style="text-indent:5%">12.14.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Confidentiality</U>.
</P>
<P
align=justify style="text-indent:5%">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Each Agent, Joint Lead Arranger, Co-Syndication Agent, Documentation Agent,
Lender and Issuing Bank agrees to maintain the confidentiality of the
Information and not to use or disclose such Information, except that each Agent,
Joint Lead Arranger, Co-Syndication Agent, Documentation Agent, Lender and
Issuing Bank may disclose the Information (i) to its Affiliates and its and its
Affiliates&#146; respective officers, directors, employees, legal counsel,
independent auditors and other experts, advisors or agents who need to know such
information in connection with this Agreement and are informed of the
confidential nature of such information and who are subject to customary
confidentiality obligations of professional practice or who agree to be bound by
the terms of this <U>Section 12.14</U> (or language substantially similar to
this <U>Section 12.14</U>) (with each such Agent, Joint Lead Arranger,
Co-Syndication Agent, Documentation Agent, Lender and Issuing Bank, to the
extent such Person is within its control, responsible for such Person&#146;s
compliance with this <U>Section 12.14</U>), (ii) to the extent such Information
becomes publicly available other than by reason of disclosure by any Agent,
Joint Lead Arranger, Co-Syndication Agent, Documentation Agent, Lender or
Issuing Bank or, in each case, its Affiliates or any of its or their respective
officers, directors, employees, legal counsel, independent auditors or other
experts, advisors or agents in violation of this <U>Section 12.14</U> or any
similar confidentiality agreement binding on such Person, (iii) pursuant to the
order of any court or administrative agency in any pending legal or
administrative proceeding or otherwise as required by applicable law or
compulsory legal process (in which case such Agent, Joint Lead Arranger,
Co-Syndication Agent, Documentation Agent, Lender or Issuing Bank, as
applicable, agrees (except with respect to any audit or examination conducted by
bank accountants or any governmental bank regulatory authority exercising
examination or regulatory authority) to inform the Company promptly thereof
prior to disclosure thereof to the extent practicable and not prohibited by
applicable law), (iv) upon the request or demand of any regulatory authority
having jurisdiction over such Agent, Joint Lead Arranger, Co-Syndication Agent,
Documentation Agent, Lender or Issuing Bank, as applicable, or its Affiliates
(in which case, such Agent, Joint Lead Arranger, Co-Syndication Agent,
Documentation Agent, Lender or Issuing Bank, as applicable, agrees (except with
respect to any audit or examination conducted by bank accountants or any
governmental bank regulatory authority exercising examination or regulatory
authority) to inform the Company promptly thereof prior to disclosure thereof to
the extent practicable and not prohibited by applicable law), (v) to the extent
such Information is received by the such Agent, Joint Lead Arranger,
Co-Syndication Agent, Documentation Agent, Lender or Issuing Bank from a third
party that is not, to the knowledge of such Agent, Joint Lead Arranger,
Co-Syndication Agent, Documentation Agent, Lender or Issuing Bank (as
applicable), subject to contractual or fiduciary confidentiality obligations
owing to the Company, its Subsidiaries or their respective Affiliates or its or
their respective officers, directors, employees, legal counsel, independent
auditors and other experts, advisors or agents or to the extent such Information
is developed independently by such Agent, Joint Lead Arranger, Co-Syndication
Agent, Documentation Agent, Lender or Issuing Bank without the use of
confidential information in violation of this <U>Section 12.14</U>, (vi) to (A)
any assignee or Participant in, or prospective assignee or Participant, any of
its rights and obligations under this Agreement or (B) any prospective or actual
counterparty (or such counterparty&#146;s affiliates and its and their respective
officers, directors, employees, legal counsel, independent auditors or other
experts, advisors or agents) in any swap, derivative or other transaction under
which the payments are to be made by reference to the Borrowers and their
obligations, the Agreement or payments hereunder; <U>provided</U> that in each
case of clauses (A) and (B), the relevant Person is advised of and agrees to be
bound by the provisions of this <U>Section 12.14</U> or other provisions at
least as restrictive as this <U>Section 12.14</U>, (vii) for purposes of
establishing a &#147;due diligence&#148; defense under applicable federal securities law
or (viii) with the prior written consent of the Company. For purposes of this
<U>Section 12.14</U>, &#147;<U>Information</U>&#148; shall mean all information furnished
by or on behalf of the Company and its Subsidiaries relating to the Company or
its Subsidiaries or any of their businesses, other than any such information
that is publicly available to any Agent, any Joint Lead Arranger, any
Co-Syndication Agent, Documentation Agent, any Lender or any Issuing Bank prior
to disclosure by or on behalf of the Company and its Subsidiaries other than as
a result of a breach of this <U>Section 12.14</U> or similar
obligation of confidentiality, including, without limitation, information
delivered pursuant to <U>Section 8.01</U>. </P>
<P align=center>-212- </P>
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<P
align=justify style="text-indent:5%">12.15.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>USA
  </U><U><STRIKE><FONT color=#ff0000>Patriot Act</FONT></STRIKE></U><U><FONT
color=#0000ff>PATRIOT ACT</FONT></U><U> Notice</U><U><FONT color=#0000ff> and
    Beneficial Ownership Regulation</FONT></U>. Each Lender hereby notifies the
  Borrowers that pursuant to the requirements of the USA PATRIOT <STRIKE><FONT
color=#ff0000>Act</FONT></STRIKE><U><FONT color=#0000ff>ACT</FONT></U> Title III
  of Pub. 107-56 (signed into law October 26, 2001 and amended on March 9, 2009)
  (the &#147;<U>Patriot Act</U>&#148;)<U><FONT color=#0000ff>, the Beneficial Ownership
    Regulation (if applicable)</FONT></U> and other applicable anti-money
  laundering, anti-terrorist financing, government sanction and &#147;know your client&#148;
  policies, regulations, laws or rules and Anti-Terrorism Laws, it is required to
  obtain, verify, and record information that identifies the Borrowers and each
  Subsidiary Guarantor, which information includes the name of each Credit Party
  and other information that will allow such Lender to identify the Credit Party
  in accordance therewith, and each Credit Party agrees to provide such
information from time to time to any Lender. </P>
<P
align=justify style="text-indent:5%">12.16.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Waiver
of Sovereign Immunity</U>. Each of the Credit Parties, in respect of itself, its
Subsidiaries, its process agents and its properties and revenues, hereby
irrevocably agrees that, to the extent that the Borrowers, or any of their
respective Subsidiaries or any of their properties has or may hereafter acquire
any right of immunity, whether characterized as sovereign immunity or otherwise,
from any legal proceedings, whether in the United States or elsewhere, to
enforce or collect upon the Loans or any Credit Document or any other liability
or obligation of the Borrowers, or any of their respective Subsidiaries related
to or arising from the transactions contemplated by any of the Credit Documents,
including, without limitation, immunity from service of process, immunity from
jurisdiction or judgment of any court or tribunal, immunity from execution of a
judgment, and immunity of any of its property from attachment prior to any entry
of judgment, or from attachment in aid of execution upon a judgment, the
Borrowers, for themselves and on behalf of their respective Subsidiaries, hereby
expressly waive, to the fullest extent permissible under applicable law, any
such immunity, and agree not to assert any such right or claim in any such
proceeding, whether in the United States or elsewhere. Without limiting the
generality of the foregoing, the Company further agrees that the waivers set
forth in this <U>Section 12.16</U> shall have the fullest extent permitted under
the Foreign Sovereign Immunities Act of 1976 of the United States and other
applicable Requirements of Law and are intended to be irrevocable for purposes
of such Act and such other applicable Requirements of Law. </P>
<P
align=justify style="text-indent:5%">12.17.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Canadian
Anti-Money Laundering Legislation</U>. If the Administrative Agent has
ascertained the identity of any Canadian Credit Party or any authorized
signatories of any Canadian Credit Party for the purposes of the PCMLTFA and
other applicable Anti-Terrorism Laws and &#147;know your client&#148; policies or
Requirements of Law and such other Anti-Terrorism Laws applicable in Canada, as
well as all applicable &#147;know your client&#148; policies or Requirements of Law,
collectively, including any guidelines or orders thereunder, &#147;<U>AML
Legislation</U>&#148;), then the Administrative Agent:</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;shall
be deemed to have done so as an agent for each Lender and this Agreement shall
constitute a &#147;written agreement&#148; in such regard between each Lender and the
Administrative Agent within the meaning of the applicable AML Legislation;
and</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;shall
provide to the Lenders, copies of all information obtained in such regard
without any representation or warranty as to its accuracy or completeness. </P>
<P
align=justify style="text-indent:5%">Notwithstanding the preceding
sentence and except as may otherwise be agreed in writing, each Lender agrees
that the Administrative Agent has no obligation to ascertain the identity of the
Canadian Credit Parties or any authorized signatories of the Canadian Credit
Parties on behalf of any Lender, or to confirm the completeness or accuracy of
any information it obtains from any Canadian Credit Party or any such authorized

signatory in doing so. </P>
<P align=center>-213- </P>
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<P
align=justify style="text-indent:5%">12.18.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Absence
of Fiduciary Relationship</U>. Notwithstanding any other provision of this
Agreement or any provision of any other Credit Document, (i) none of the Joint
Lead Arrangers, the Co-Syndication Agents, the Documentation Agent or any Lender
shall, solely by reason of this Agreement or any other Credit Document, have any
fiduciary, advisory or agency relationship or duty in respect of any Lender or
any other Person and (ii) the Borrowers hereby agree not to assert any claims
they may have against any Joint Lead Arranger, any Co-Syndication Agent, the
Documentation Agent or any Lender for breach of fiduciary duty or alleged breach
of fiduciary duty in connection with such Persons serving in such capacities
under this Agreement and the other Credit Documents. Each Agent, Lender and
their Affiliates may have economic interests that conflict with those of the
Credit Parties, their stockholders and/or their Affiliates. </P>
<P
align=justify style="text-indent:5%">12.19.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Electronic
Signatures</U>. The words &#147;execution,&#148; &#147;signed,&#148; &#147;signature,&#148; and words of like
import in any Credit Document shall be deemed to include electronic signatures
or the keeping of records in electronic form, each of which shall be of the same
legal effect, validity or enforceability as a manually executed signature or the
use of a paper-based record keeping system, as the case may be, to the extent
and as provided for in any applicable law, including the Federal Electronic
Signatures in Global and National Commerce Act, the New York State Electronic
Signatures and Records Act, or any other similar state law based on the Uniform
Electronic Transactions Act; <U>provided</U> that notwithstanding anything
contained herein to the contrary the Administrative Agent is under no obligation
to agree to accept electronic signatures in any form or in any format unless
expressly agreed to by the Administrative Agent pursuant to procedures approved
by it;<U> provided</U>, <U>further</U>, that the Administrative Agent expressly
agrees to accept any facsimile or other electronic transmission (i.e. &#147;pdf&#148; or
&#147;tif&#148;) of any manually executed signature page to this Agreement, any other
Credit Document or any notice, certificate or other document delivered in
connection therewith. </P>
<P
align=justify style="text-indent:5%">12.20.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Judgment
Currency</U>. If, for purposes of obtaining judgment in any court, it is
necessary to convert a sum from the currency provided under a Credit Document
(&#147;<U>Agreement Currency</U>&#148;) into another currency, the rate of exchange used
shall be the Spot Rate for conversion into Dollars or, for conversion into
another currency, the Spot Rate for the purchase of the Agreement Currency with
such other currency through the Administrative Agent&#146;s principal foreign
exchange trading office for the other currency during such office&#146;s preceding
Business Day. Notwithstanding any judgment in a currency (&#147;<U>Judgment
Currency</U>&#148;) other than the Agreement Currency, a Credit Party shall discharge
its obligation in respect of any sum due under a Credit Document only if, on the
Business Day following receipt by the Administrative Agent of payment in the
Judgment Currency, the Administrative Agent can use the amount paid to purchase
the sum originally due in the Agreement Currency. If the purchased amount is
less than the sum originally due, such Credit Party agrees, as a separate
obligation and notwithstanding any such judgment, to indemnify the
Administrative Agent and Lenders against such loss. If the purchased amount is
greater than the sum originally due, the Administrative Agent shall return the
excess amount to such Credit Party (or to the Person legally entitled thereto).
</P>
<P
align=justify style="text-indent:5%">12.21.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Dutch Credit Party Representation</U>. If any Dutch Credit Party is
represented by an attorney in connection with the signing and/or execution of
this Agreement (including by way of accession to this Agreement) or any other
agreement, deed or document referred to in or made pursuant to this Agreement,
it is hereby expressly acknowledged and accepted by the other parties to this
Agreement that the existence and extent of the attorney&#146;s authority and the
effects of the attorney&#146;s exercise or purported exercise of his or her authority
shall be governed by the law of the Netherlands.</P>
<P
align=justify style="text-indent:5%">12.22.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Acknowledgement
and Consent to Bail-In of EEA Financial Institutions</U>. Notwithstanding
anything to the contrary in any Credit Document or in any other agreement,
arrangement or understanding among any such parties, each party hereto
acknowledges that any liability of any EEA Financial Institution arising under
any Credit Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA
Resolution Authority and agrees and consents to, and acknowledges and agrees to
be bound by:</P>
<P align=center>-214- </P>
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align=justify style="text-indent:5%">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  the application of any Write-Down and Conversion Powers by an EEA Resolution
  Authority to any such liabilities arising hereunder which may be payable to it
by any party hereto that is an EEA Financial Institution; and</P>
<P
align=justify style="text-indent:5%">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
the effects of any Bail-In Action on any such liability, including, if
applicable:</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;a
reduction in full or in part or cancellation of any such liability;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;a
conversion of all, or a portion of, such liability into shares or other
instruments of ownership in such EEA Financial Institution, its parent
undertaking, or a bridge institution that may be issued to it or otherwise
conferred on it, and that such shares or other instruments of ownership will be
accepted by it in lieu of any rights with respect to any such liability under
this Agreement or any other Credit Document; or </P>
<P
align=justify style="text-indent:5%">the variation of the terms of
  such liability in connection with the exercise of the write-down and conversion
  powers of any EEA Resolution Authority. </P>
<P
align=justify style="text-indent:5%"><FONT color=#0000ff><FONT
color=#000000></FONT><U>12.23.</U></FONT>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U><FONT
color=#0000ff>Certain ERISA Matters.</FONT></U> </P>
<P
align=justify style="text-indent:5%"><U><FONT
color=#0000ff>(a)</FONT></U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <U><FONT color=#0000ff>Each Lender (x) represents
and warrants, as of the date such Person became a Lender party hereto, to, and
(y) covenants, from the date such Person became a Lender party hereto to the
date such Person ceases being a Lender party hereto, for the benefit of, the
Administrative Agents and not, for the avoidance of doubt, to or for the benefit
of the Borrowers or any other Credit Party, that at least one of</FONT></U>
<U><FONT color=#0000ff>the following is and will be true:</FONT></U></P>
<P style="margin-left:5%;text-indent:5%;" align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U><FONT
color=#0000ff>(i)</FONT></U> &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U><FONT color=#0000ff>such Lender is not using
&#147;plan assets&#148; (within the meaning of Section 3(42) of ERISA or otherwise) of one
or more Benefit Plans with respect to such Lender&#146;s entrance into, participation
in, administration of and performance of the Loans, the Letters of Credit, the
Commitments or this Agreement,</FONT></U></P>
<P style="margin-left:5%;text-indent:5%;" align=justify><FONT color=#0000ff><FONT
color=#000000>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><U>(ii)</U></FONT> &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U><FONT
color=#0000ff>the transaction exemption set forth in one or more PTEs, such as
PTE 84-14 (a class exemption for certain transactions determined by independent
qualified professional asset managers), PTE 95-60 (a class exemption for certain
transactions involving insurance company general accounts), PTE 90-1 (a class
exemption for certain transactions involving insurance company pooled separate
accounts), PTE 91-38 (a class exemption for certain transactions involving bank
collective investment funds) or PTE 96-23 (a class exemption for certain
transactions determined by in-house asset managers), is applicable with respect
to such Lender&#146;s entrance into, participation in, administration of and
performance of the Loans, the Letters of Credit, the Commitments and this
Agreement,</FONT></U></P>
<P style="margin-left:5%;text-indent:5%;" align=justify><FONT color=#0000ff><FONT
color=#000000>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><U>(iii)</U></FONT>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <U><FONT
color=#0000ff>(A) such Lender is an investment fund managed by a &#147;Qualified
Professional Asset Manager&#148; (within the meaning of Part VI of PTE 84-14), (B)
such Qualified Professional Asset Manager made the investment decision on behalf
of such Lender to enter into, participate in, administer and perform the Loans,
the Letters of Credit, the Commitments and this Agreement, (C) the entrance
into, participation in, administration of and performance of the Loans, the
Letters of Credit, the Commitments and this Agreement satisfies the requirements
of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best
knowledge of such Lender,</FONT></U> <U><FONT color=#0000ff>the requirements of
subsection (a) of Part I of PTE 84-14 are satisfied with respect to such
</FONT></U><U><font color=#0000ff>Lender&#146;s entrance into, participation
in, administration of and performance of the Loans, the Letters of Credit, the
Commitments and this Agreement, or</font></U></P>
<P align=center>-215- </P>
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<P style="margin-left:5%;text-indent:5%;" align=justify><FONT
color=#0000ff>(iv)</FONT></U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U><FONT color=#0000ff>such other representation,
  warranty and covenant as may be agreed in writing between the Administrative
Agents, in their sole discretion, and such Lender.</FONT></U> </P>
<P
align=justify style="text-indent:5%"><U><FONT
color=#0000ff>(b)</FONT></U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <U><FONT color=#0000ff>In addition, unless either
(1) sub-clause (i) in the immediately preceding clause (a) is true with respect
to a Lender or (2) a Lender has provided another representation, warranty and
covenant in accordance with sub-clause (iv) in the immediately preceding clause
(a), such Lender further (x) represents and warrants, as of the date such Person
became a Lender party hereto, to, and (y) covenants, from the date such Person
became a Lender party hereto to the date such Person ceases being a Lender party
hereto, for the benefit of, the Administrative Agents and not, for the avoidance
of doubt, to or for the benefit of the Borrowers or any other Credit Party, that
the Administrative Agents are not a fiduciary with respect to the assets of such
Lender involved in such Lender&#146;s entrance into, participation in, administration
of and performance of the Loans, the Letters of Credit, the Commitments and this
Agreement (including in connection with the reservation or exercise of any
rights by the Administrative Agents under this Agreement, any Credit Document or
any documents related hereto or thereto).</FONT></U> </P>
<P
align=justify style="text-indent:5%">Section
13&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Credit Party Guarantee</U>. </P>
<P
align=justify style="text-indent:5%">13.01.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>The
Guarantee</U>. In order to induce the Administrative Agent, the Collateral
Agent, the Issuing Banks and the Lenders to enter into this Agreement and to
extend credit hereunder, and to induce the other Guaranteed Creditors to enter
into Secured Bank Product Obligations in recognition of the direct benefits to
be received by each Credit Party from the proceeds of the Revolving Loans and
the entering into of such Secured Bank Product Obligations, each Credit Party
hereby agrees with the Guaranteed Creditors as follows: until the Payment in
Full Date, each Credit Party hereby unconditionally and irrevocably guarantees
(other than its own Obligations) as primary obligor and not merely as surety the
full and prompt payment when due, whether upon maturity, acceleration or
otherwise, of any and all of the Obligations to the Guaranteed Creditors. If any
or all of the Obligations of any Credit Party to the Guaranteed Creditors
becomes due and payable hereunder, such Credit Party, unconditionally and
irrevocably, promises to pay such Obligations to the Administrative Agents
and/or the other Guaranteed Creditors or order, on demand, together with any and
all expenses which may be incurred by the Administrative Agent and the other
Guaranteed Creditors in collecting any of the Obligations. This Credit Party
Guarantee is a guarantee of payment and not of collection. Until the Payment in
Full Date, this Credit Party Guarantee is a continuing one and all liabilities
to which it applies or may apply under the terms hereof shall be conclusively
presumed to have been created in reliance hereon. If a claim is ever made upon
any Guaranteed Creditor for repayment or recovery of any amount or amounts
received in payment or on account of any of the Obligations and any of the
aforesaid payees repays all or part of said amount by reason of (i) any
judgment, decree or order of any court or administrative body having
jurisdiction over such payee or any of its property or (ii) any settlement or
compromise of any such claim effected by such payee with any such claimant
(including any Guaranteed Party), then and in such event the respective Credit
Party agrees that any such judgment, decree, order, settlement or compromise
shall be binding upon such Credit Party, notwithstanding any revocation of this
Credit Party Guarantee or any other instrument evidencing any liability of any
Guaranteed Party, and each Credit Party shall be and remain liable to the
aforesaid payees hereunder for the amount so repaid or recovered to the same
extent as if such amount had never originally been received by any such payee
until the Payment in Full Date. </P>
<P
align=justify style="text-indent:5%">13.02.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Bankruptcy</U>. Additionally, each Credit Party unconditionally and
irrevocably guarantees the payment of any and all of its Obligations to the
Guaranteed Creditors whether or not due or payable by any Guaranteed Party upon
the occurrence of any of the events specified in <U>Section 10.05</U>, and irrevocably and unconditionally promises to pay such
indebtedness to the Guaranteed Creditors, or order, on demand, in the currency
in which the obligation was originally denominated. </P>
<P align=center>-216- </P>
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<P
align=justify style="text-indent:5%">13.03.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  <U>Nature of Liability</U>. The liability of each Credit Party hereunder is

  primary, absolute and unconditional, exclusive and independent of any security
  for or other guarantee of the Obligations, whether executed by any other
  guarantor or by any other party, and each Credit Party understands and agrees,
  to the fullest extent permitted under law, that the liability of such Credit
  Party hereunder shall not be affected or impaired by (a) any direction as to
  application of payment by any Guaranteed Party or by any other party, or (b) any
  other continuing or other guarantee, undertaking or maximum liability of a
  guarantor or of any other party as to the Obligations, or (c) any payment on or
  in reduction of any such other guarantee or undertaking (other than in
  connection with the Payment in Full Date), or (d) any dissolution, termination
  or increase, decrease or change in personnel by any Guaranteed Party, or (e) any
  payment made to any Guaranteed Creditor on the Obligations which any such
  Guaranteed Creditor repays to any Guaranteed Party pursuant to court order in
  any bankruptcy, insolvency, receivership, reorganization, arrangement,
  moratorium, winding up or other debtor relief proceeding, and each Credit Party
  waives any right to the deferral or modification of its obligations hereunder by
  reason of any such proceeding, or (f) any action or inaction by the Guaranteed
  Creditors as contemplated in <U>Section 13.05</U>, or (g) any invalidity,
  irregularity or enforceability of all or any part of the Obligations or of any
  security therefor, or (h) any change in the corporate existence, structure or
  ownership of any Credit Party or any other Person liable for any of the
  Obligations, or (i) any bankruptcy, insolvency, receivership, reorganization,
  arrangement, moratorium, winding up or other debtor relief proceeding affecting
  any Credit Party, or their assets or any resulting release or discharge of any
  obligation of any Credit Party, or (j) the existence of any claim, setoff or
  other rights which any Credit Party may have at any time against any other
  Credit Party, a Guaranteed Creditor, or any other Person, whether in connection
  herewith or in any unrelated transactions, or (k) any other circumstance which
  might otherwise constitute a defense available to, or a discharge of, a Credit
  Party in respect of the Obligations or a Credit Party in respect of this Credit
  Party Guarantee or the Obligations other than the occurrence of the Payment in
Full Date. </P>
<P
align=justify style="text-indent:5%">13.04.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Independent Obligation</U>. The obligations of each Credit Party hereunder
are independent of the obligations of any other guarantor, any other party or
any Guaranteed Party, and a separate action or actions may be brought and
prosecuted against any Credit Party (and solely with respect to a Canadian
Credit Party relating to the Credit Party Guarantee, may be brought and
prosecuted in a Canadian court) whether or not action is brought against any
other guarantor, any other party or any Guaranteed Party and whether or not any
other guarantor, any other party or any Guaranteed Party be joined in any such
action or actions. Each Credit Party waives, in its capacity as a Guarantor, to
the fullest extent permitted by law, the benefit of any statute of limitations
affecting its liability hereunder or the enforcement thereof. Any payment by any
Guaranteed Party or other circumstance which operates to toll any statute of
limitations as to such Guaranteed Party shall operate to toll the statute of
limitations as to the relevant Credit Party. </P>
<P
align=justify style="text-indent:5%">13.05.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Authorization</U>.
To the fullest extent permitted under all law, each Credit Party authorizes the
Guaranteed Creditors without notice or demand, and without affecting or
impairing its liability hereunder, from time to time to:</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;change
the manner, place or terms of payment of, and/or change or extend the time of
payment of, renew, increase, accelerate or alter, any of the Obligations
(including any increase or decrease in the principal amount thereof or the rate
of interest or fees thereon), any security therefor, or any liability incurred
directly or indirectly in respect thereof, and this Credit Party Guarantee shall
apply to the Obligations as so changed, extended, renewed or altered;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;take
and hold security for the payment of the Obligations and sell, exchange,
release, impair, surrender, realize upon or otherwise deal with in any manner
and in any order any property by whomsoever at any time pledged or mortgaged to
secure, or howsoever securing, the Obligations or any liabilities (including any
of those hereunder) incurred directly or indirectly in respect thereof or
hereof, and/or any offset there against;</P>
<P align=center>-217- </P>
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<P style="margin-left:5%;text-indent:5%;" align=justify>(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;exercise
  or refrain from exercising any rights against any Guaranteed Party, any other
Credit Party or others or otherwise act or refrain from acting;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;release
or substitute any one or more endorsers, guarantors, any Guaranteed Party, other
Credit Parties or other obligors;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
settle or compromise any of the Obligations, any security therefor or any
liability (including any of those hereunder) incurred directly or indirectly in
respect thereof or hereof, and may subordinate the payment of all or any part
thereof to the payment of any liability (whether due or not) of any Guaranteed
Party to its creditors other than the Guaranteed Creditors;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
apply any sums by whomsoever paid or howsoever realized to any liability or
liabilities of any Guaranteed Party to the Guaranteed Creditors regardless of
what liability or liabilities of such Guaranteed Party remain unpaid;</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(g)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;consent
to or waive any breach of, or any act, omission or default under, this
Agreement, any other Credit Document, any Secured Bank Product Obligation or any
of the instruments or agreements referred to herein or therein, or otherwise
amend, modify or supplement this Agreement, any other Credit Document, any
Secured Bank Product Obligation or any of such other instruments or agreements;
and/or</P>
<P style="margin-left:5%;text-indent:5%;" align=justify>(h)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
take any other action which would, under otherwise applicable principles of
common law, give rise to a legal or equitable discharge of such Credit Party
from its liabilities under this Credit Party Guarantee. </P>
<P
align=justify style="text-indent:5%">13.06.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Reliance</U>. It is not necessary for any Guaranteed Creditor to inquire into
the capacity or powers of any Guaranteed Party or the officers, directors,
partners or agents acting or purporting to act on their behalf, and any
obligations made or created in reliance upon the professed exercise of such
powers shall be guaranteed hereunder. </P>
<P
align=justify style="text-indent:5%">13.07.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Subordination</U>.
Any indebtedness of any Guaranteed Party now or hereafter owing to any Credit
Party is hereby subordinated to the Obligations of such Guaranteed Party owing
to the Guaranteed Creditors; and if the Administrative Agent so requests at a
time when an Event of Default is then continuing, all such indebtedness of such
Guaranteed Party to such Credit Party shall be collected, enforced and received
by such Credit Party for the benefit of the Guaranteed Creditors and be paid
over to the Administrative Agent on behalf of the Guaranteed Creditors on
account of the Obligations of such Guaranteed Party to the Guaranteed Creditors,
but without affecting or impairing in any manner the liability of any Credit
Party under the other provisions of this Credit Party Guarantee. Without
limiting the generality of the foregoing, each Credit Party hereby agrees with
the Guaranteed Creditors that it will not exercise any right of subrogation
which it may at any time otherwise have as a result of this Credit Party
Guarantee (whether contractual, under Section 509 of the Bankruptcy Code or
otherwise) until all Obligations have been irrevocably paid in full in cash.
</P>
<P
align=justify style="text-indent:5%">13.08.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Waiver</U>.
</P>
<P
align=justify style="text-indent:5%">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Each Credit Party waives any right (except as shall be required by applicable
law and cannot be waived) to require any Guaranteed Creditor to (i) proceed
against any Guaranteed Party, any other guarantor or any other party, or against a Canadian
Credit Party relating solely to the Credit Party Guarantee in a Canadian court,
(ii) proceed against or exhaust any security held from any Guaranteed Party, any
other guarantor or any other party or (iii) pursue any other remedy in any
Guaranteed Creditor&#146;s power whatsoever. For purposes of the law of the Province
of Quebec, if applicable, each Credit Party waives, in its capacity as a
Guarantor, the benefits of division and discussion. Each Credit Party waives any
defense (except as shall be required by applicable law and cannot be waived)
based on or arising out of any defense of any Guaranteed Party, any other
guarantor or any other party, other than payment of the Obligations to the
extent of such payment, based on or arising out of the disability of any
Guaranteed Party, any other guarantor or any other party, or the validity,
legality or unenforceability of the Obligations or any part thereof from any
cause, or the cessation from any cause of the liability of any Guaranteed Party
other than payment of the Obligations to the extent of such payment. The
Guaranteed Creditors may, at their election, foreclose on any security held by
the Administrative Agent, the Collateral Agent or any other Guaranteed Creditor
by one or more judicial or nonjudicial sales, whether or not every aspect of any
such sale is commercially reasonable (to the extent such sale is permitted by
applicable law), or exercise any other right or remedy the Guaranteed Creditors
may have against any Guaranteed Party or any other party, or any security,
without affecting or impairing in any way the liability of any Credit Party
hereunder except to the extent the Obligations have been paid. Each Credit Party
waives, to the fullest extent permitted under law, any defense arising out of
any such election by the Guaranteed Creditors, even though such election
operates to impair or extinguish any right of reimbursement or subrogation or
other right or remedy of such Credit Party against any Guaranteed Party or any
other party or any security. </P>
<P align=center>-218- </P>
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<!--$$/page=--><A name=page_227></A>
<P
align=justify style="text-indent:5%">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  Each Credit Party waives, to the fullest extent permitted under law, all
  presentments, demands for performance, protests and notices, including, without
  limitation, notices of nonperformance, notices of protest, notices of dishonor,
  notices of acceptance of this Credit Party Guarantee, and notices of the
  existence, creation or incurring of new or additional Obligations. Each Credit
  Party assumes all responsibility for being and keeping itself informed of each
  Guaranteed Party&#146;s financial condition and assets, and of all other
  circumstances bearing upon the risk of nonpayment of the Obligations and the
  nature, scope and extent of the risks which such Credit Party assumes and incurs
  hereunder, and agrees that neither the Administrative Agent nor any of the other
  Guaranteed Creditors shall have any duty to advise any Credit Party of
information known to them regarding such circumstances or risks. </P>
<P
align=justify style="text-indent:5%">13.09.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Maximum
Liability</U>. It is the desire and intent of each Credit Party and the
Guaranteed Creditors that this Credit Party Guarantee shall be enforced against
such Credit Party to the fullest extent permissible under all law and public
policies applied in each jurisdiction in which enforcement is sought. If,
however, and to the extent that, the obligations of any Credit Party under this
Credit Party Guarantee shall be adjudicated to be invalid or unenforceable for
any reason (including, without limitation, because of any applicable federal,
state, provincial or foreign law relating to fraudulent conveyances or
transfers), then the amount of such Credit Party&#146;s obligations under this Credit
Party Guarantee shall be deemed to be reduced and such Credit Party shall pay
the maximum amount of the Obligations which would be permissible under
applicable law. </P>
<P
align=justify style="text-indent:5%">13.10.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Payments</U>.
All payments made by a Credit Party pursuant to this <U>Section 13</U> will be
made without setoff, counterclaim or other defense, and shall be subject to the
provisions of <U>Section 2.06</U>. </P>
<P
align=justify style="text-indent:5%">13.11.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>[Reserved]</U>.</P>
<P
align=justify style="text-indent:5%">13.12.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Information</U>.
Each Credit Party assumes all responsibility for being and keeping itself
informed of each applicable Borrower&#146;s financial condition and assets, and of
all other circumstances bearing upon the risk of non-payment of the Obligations
and the nature, scope and extent of the risks that each Credit Party assumes and
incurs under this guarantee, and agrees that no Guaranteed Creditor shall have any duty to advise any Credit Party of information known
to it regarding those circumstances or risks. </P>
<P align=center>-219- </P>
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<P
align=justify style="text-indent:5%">13.13.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Severability</U>.
  If any provision of this Agreement or the other Credit Documents is held to be
  illegal, invalid or unenforceable, (a) the legality, validity and enforceability
  of the remaining provisions of this Agreement and the other Credit Documents
  shall not be affected or impaired thereby and (b) the parties shall endeavor in
  good faith negotiations to replace the illegal, invalid or unenforceable
  provisions with valid provisions the economic effect of which comes as close as
  possible to that of the illegal, invalid or unenforceable provisions. The
  invalidity of a provision in a particular jurisdiction shall not invalidate or
  render unenforceable such provision in any other jurisdiction. Without limiting
  the foregoing provisions of this <U>Section 13.13</U>, if and to the extent that
  the enforceability of any provisions in this Agreement relating to Defaulting
  Lenders shall be limited by Debtor Relief Laws, as determined in good faith by
  the Administrative Agent, the Issuing Banks or the Swingline Lenders, as
  applicable, then such provisions shall be deemed to be in effect only to the
extent not so limited. </P>
<P
align=justify style="text-indent:5%">13.14.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Canadian
Severability</U>. Notwithstanding any other provision contained herein or in any
other Credit Document, if a &#147;secured creditor&#148; (as that term is defined under
the <I>Bankruptcy and Insolvency Act (Canada)</I>) is determined by a court of
competent jurisdiction not to include a Person to whom obligations are owed on a
joint and several basis, then such Person&#146;s Obligations (and the Obligations of
each other Canadian Credit Party or Dutch Credit Party), to the extent such
Obligations are secured, shall be several obligations and not joint and several
obligations. </P>
<P align=center>* * *</P>
<P align=center>-220- </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
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<A name=page_17></A>
<P align=right><B>Exhibit</B><B> B </B></P>
<P align=center><U>Schedule 2.01 </U></P>
<P align=center><U>Commitments </U></P>
<DIV>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
borderColor=#000000 cellSpacing=0 cellPadding=3 width="100%" border=1>

  <TR vAlign=top>
    <TD vAlign=top noWrap align=center><B>Lender </B></TD>
    <TD vAlign=top noWrap align=center width="15%"><B>U.S. Tranche A
      <BR></B><B>Revolving <BR></B><B>Commitment </B></TD>
    <TD vAlign=top noWrap align=center width="15%"><B>U.S. Tranche B
      <BR></B><B>Revolving <BR></B><B>Commitment </B></TD>
    <TD vAlign=top noWrap align=center width="15%"><B>U.S. Tranche B
      <BR></B><B>Increased <BR></B><B>Revolving Commitments </B></TD>
    <TD vAlign=top noWrap align=center width="15%"><B>Canadian <BR>Revolving
      <BR></B><B>Commitment </B></TD>
    <TD vAlign=top noWrap align=center width="15%"><B>Dutch Revolving
      <BR></B><B>Commitment </B></TD></TR>
  <TR vAlign=top>
    <TD vAlign=top align=left>Bank of America, N.A. </TD>
    <TD vAlign=top align=right width="15%">$58,285,714.28 </TD>
    <TD vAlign=top align=right width="15%">&nbsp; &nbsp; &nbsp;$7,500,000.00
    </TD>
    <TD vAlign=top align=right width="15%">$2,500,000.00 </TD>
    <TD vAlign=top align=right width="15%">$0.00 </TD>
    <TD vAlign=top align=right width="15%">$0.00 </TD></TR>
  <TR vAlign=top>
    <TD vAlign=top align=left>Bank of America, N.A. (acting through its Canada
      branch) </TD>
    <TD vAlign=top align=right width="15%">$0.00 </TD>
    <TD vAlign=top align=right width="15%"></TD>
    <TD vAlign=top align=right width="15%"></TD>
    <TD vAlign=top align=right width="15%">$3,642,857.14 </TD>
    <TD vAlign=top align=right width="15%">$0.00 </TD></TR>
  <TR vAlign=top>
    <TD vAlign=top align=left>Bank of America, N.A. (acting through its London
      branch) </TD>
    <TD vAlign=top align=right width="15%">$0.00 </TD>
    <TD vAlign=top align=right width="15%"></TD>
    <TD vAlign=top align=right width="15%"></TD>
    <TD vAlign=top align=right width="15%">$0.00 </TD>
    <TD vAlign=top align=right width="15%">$23,071,428.58 </TD></TR>
  <TR vAlign=top>
    <TD vAlign=top align=left>Rabobank Nederland, Canadian Branch </TD>
    <TD vAlign=top align=right width="15%">$51,428,571.43 </TD>
    <TD vAlign=top align=right width="15%">&nbsp; </TD>
    <TD vAlign=top align=right width="15%">&nbsp; </TD>
    <TD vAlign=top align=right width="15%">$3,214,285.71 </TD>
    <TD vAlign=top align=right width="15%">$20,357,142.86 </TD></TR>
  <TR vAlign=top>
    <TD vAlign=top align=left>Bank of Montreal &#150; Chicago Branch </TD>
    <TD vAlign=top align=right width="15%">$48,000,000.00 </TD>
    <TD vAlign=top align=right width="15%">&nbsp; </TD>
    <TD vAlign=top align=right width="15%">&nbsp; </TD>
    <TD vAlign=top align=right width="15%">$0.00 </TD>
    <TD vAlign=top align=right width="15%">$0.00 </TD></TR>
  <TR vAlign=top>
    <TD vAlign=top align=left>Bank of Montreal </TD>
    <TD vAlign=top align=right width="15%">$0.00 </TD>
    <TD vAlign=top align=right width="15%">&nbsp; &nbsp; &nbsp;$5,000,000.00
    </TD>
    <TD vAlign=top align=right width="15%">$1,666,666.67 </TD>
    <TD vAlign=top align=right width="15%">$3,000,000.00 </TD>
    <TD vAlign=top align=right width="15%">$0.00 </TD></TR>
  <TR vAlign=top>
    <TD vAlign=top align=left>Bank of Montreal&#150; London Branch </TD>
    <TD vAlign=top align=right width="15%">$0.00 </TD>
    <TD vAlign=top align=right width="15%">&nbsp; </TD>
    <TD vAlign=top align=right width="15%">&nbsp; </TD>
    <TD vAlign=top align=right width="15%">$0.00 </TD>
    <TD vAlign=top align=right width="15%">$19,000,000.00 </TD></TR>
  <TR vAlign=top>
    <TD vAlign=top align=left>JP Morgan Chase Bank, N.A. </TD>
    <TD vAlign=top align=right width="15%">$42,857,142.86 </TD>
    <TD vAlign=top align=right width="15%">&nbsp; &nbsp; &nbsp;$2,500,000.00
    </TD>
    <TD vAlign=top align=right width="15%">$833,333.33 </TD>
    <TD vAlign=top align=right width="15%">$0.00 </TD>
    <TD vAlign=top align=right width="15%">$0.00 </TD></TR>
  <TR vAlign=top>
    <TD vAlign=top align=left>JP Morgan Chase Bank, N.A., Toronto Branch </TD>
    <TD vAlign=top align=right width="15%">$0.00 </TD>
    <TD vAlign=top align=right width="15%"></TD>
    <TD vAlign=top align=right width="15%"></TD>
    <TD vAlign=top align=right width="15%">$2,678,571.43 </TD>
    <TD vAlign=top align=right width="15%">$0.00 </TD></TR>
  <TR vAlign=top>
    <TD vAlign=top align=left>JP Morgan Chase Bank, N.A., London Branch </TD>
    <TD vAlign=top align=right width="15%">$0.00 </TD>
    <TD vAlign=top align=right width="15%"></TD>
    <TD vAlign=top align=right width="15%"></TD>
    <TD vAlign=top align=right width="15%">$0.00 </TD>
    <TD vAlign=top align=right width="15%">$16,964,285.71 </TD></TR>
  <TR vAlign=top>
    <TD vAlign=top align=left>Wells Fargo Bank, National Associ- ation </TD>
    <TD vAlign=top align=right width="15%">$39,428,571.43 </TD>
    <TD vAlign=top align=right width="15%"></TD>
    <TD vAlign=top align=right width="15%"></TD>
    <TD vAlign=top align=right width="15%">$0.00 </TD>
    <TD vAlign=top align=right width="15%">$0.00 </TD></TR>
  <TR vAlign=top>
    <TD vAlign=top align=left>Wells Fargo Capital Finance Corpo- ration Canada
    </TD>
    <TD vAlign=top align=right width="15%">$0.00 </TD>
    <TD vAlign=top align=right width="15%"></TD>
    <TD vAlign=top align=right width="15%"></TD>
    <TD vAlign=top align=right width="15%">$2,464,285.72 </TD>
    <TD vAlign=top align=right width="15%">$0.00 </TD></TR>
  <TR vAlign=top>
    <TD vAlign=top align=left>Wells Fargo Bank, National Associ- ation London
      Branch </TD>
    <TD vAlign=top align=right width="15%">$0.00 </TD>
    <TD vAlign=top align=right width="15%"></TD>
    <TD vAlign=top align=right width="15%"></TD>
    <TD vAlign=top align=right width="15%">$0.00 </TD>
    <TD vAlign=top align=right width="15%">$15,607,142.85 </TD></TR>
  <TR vAlign=top>
    <TD vAlign=top align=center><B>Total </B></TD>
    <TD vAlign=top align=right width="15%"><B>$240,000,000.00 </B></TD>
    <TD vAlign=top align=right width="15%">&nbsp; &nbsp;
      &nbsp;<B>$15,000,000.00 </B></TD>
    <TD vAlign=top align=right width="15%"><B>$5,000,000.00 </B></TD>
    <TD vAlign=top align=right width="15%"><B>$15,000,000.00 </B></TD>
    <TD vAlign=top align=right width="15%"><B>$95,000,000.00
</B></TD></TR></TABLE></DIV><BR>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/page=--><A name=page_18></A>
<P align=right><B><U>Exhibit C</U></B> </P>
<P align=center>Form of Borrowing Base Certificate </P>
<p align="center"><img border="0" src="exhibi1.jpg" width="1067" height="1875"></p>
<HR align=center width="100%" color=black noShade SIZE=5>

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end
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
