8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) September 5, 2006

A. M. Castle & Co.

(Exact name of registrant as specified in its charter)

Maryland	1-5415	36-0879160
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.

3400 N. Wolf Road, Franklin Park, Illinois	60131
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number including area code 847/455-7111

(Former name or former address if changed since last report.)

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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13 e-4(c) under the Exchange Act (17 CFR 240.13 e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On September 5, 2006, A. M. Castle & Co. and its subsidiary, A. M. Castle & Co. (Canada) Inc. (the “Canadian Subsidiary”) entered into an Amended and Restated Credit Agreement with Bank of America, N.A., as U.S. Agent, Bank of America, N.A., Canada Branch, as Canadian Agent, JPMorgan Chase Bank, N.A. as Syndication Agent and LaSalle Business Credit, LLC as Documentation Agent. This Amended and Restated Credit Agreement (the “amended senior credit facility”) amended the Company’s and the Canadian Subsidiary’s outstanding senior credit facility.

On the same date, (i) the Company and its material domestic subsidiaries entered into an Amended and Restated Collateral Agency and Intercreditor Agreement among Bank of America, N.A., as Collateral Agent, The Prudential Insurance Company of America and Prudential Retirement Insurance and Annuity Company and The Northern Trust Company (the “amended intercreditor agreement”), and (ii) the Company entered into an Amendment No. 1 to Note Agreement with The Prudential Insurance Company of America and Prudential Retirement Insurance and Annuity Company to amend the covenants and events of default in its existing note agreement pursuant to which the Company previously issued its long-term notes so as to be substantially the same as the amended senior credit facility.

The amended senior credit facility provides for (i) a $170.0 million revolving loan (the “U.S. Revolver”) to be drawn by the Company from time to time, (ii) a $30 million term loan (the “U.S. Term Loan” and with the U.S. Revolver, the “U.S. Facility”), and (iii) a Cdn. $11,112,000 revolving loan (corresponding to $10,000,000 in U.S. Dollars as of the closing date) (the “Canadian Facility”) to be drawn by the Canadian Subsidiary from time to time. The revolving loans and the term loan will mature in 2011.

The U.S. Facility is guaranteed by the material domestic subsidiaries of the Company (“Guarantee Subsidiaries”) pursuant to a Guarantee Agreement entered into by the Guarantee Subsidiaries on September 5, 2006 (the “Subsidiary Guarantee Agreement”) and is secured by substantially all of the assets of the Company and the Guarantee Subsidiaries pursuant to an Amended and Restated Security Agreement entered into by the Company and the Guarantee Subsidiaries on the same date. Pursuant to the amended intercreditor agreement the obligations of the Company under the U.S. Facility rank pari-passu with the Company’s long-term notes and its trade acceptance facility with Northern Trust Company. The U.S. Facility provides for a swing line subfacility in an aggregate amount up to $15,000,000 and for a letter of credit subfacility providing for the issuance of letters of credit in an aggregate amount up to $15,000,000. Depending on the type of borrowing selected by the Company, the applicable interest rate for loans under the U.S. Facility is calculated as a per annum rate equal to (i) LIBOR plus a variable margin or (ii) the greater of (x) the U.S. prime rate or (y) the federal funds effective rate plus 0.5%. The margin on LIBOR loans will initially be 1.75% through December 31, 2006 and may fall as set forth on a grid depending on the Company’s debt-to-total capital ratio as calculated on a quarterly basis. As of September 5, 2006 there were no revolving loans outstanding under the U.S. Facility.

The Canadian Facility is guaranteed by the Company pursuant to a Guarantee Agreement entered into by the Company on September 5, 2006 (the “Parent Guarantee Agreement”) and is secured by substantially all of the assets of the Canadian Subsidiary. The Canadian Facility provides for a letter of credit subfacility providing for the issuance of letters of credit in an aggregate amount

up to Cdn.$2,000,000. Depending on the type of borrowing selected by the Canadian Subsidiary, the applicable interest rate for loans under the Canadian Facility is calculated as a per annum rate equal to (i) for loans drawn in U.S. dollars, the rate is the same as the U.S. Facility and (ii) for loans drawn in Canadian dollars, (x) the applicable CDOR rate for banker’s acceptances of the applicable face value and tenor or (y) the greater of (I) the Canadian prime rate and (II) the one-month CDOR rate plus 0.5%. As of September 5, 2006, there were no revolving loans outstanding under the Canadian Facility.

The U.S. Revolver and the Canadian Facility are each asset-based loans with a borrowing base that fluctuates primarily with the Company’s and Canadian Subsidiary’s receivables and inventory levels. The covenants contained in the amended senior credit facility, long-term note agreement and trade acceptance agreement include restrictions on liens, investments, asset sales, and mergers and consolidations, and include a maximum debt-to working capital ratio, a maximum debt-to-total capital ratio and a minimum net worth provision. The amended intercreditor agreement includes a provision to release liens on the assets of the Company and all of its subsidiaries should the Company achieve an investment grade rating.

The Company used the proceeds from the $30.0 million term loan and a portion of the proceeds from the revolving loans under the U.S. Facility to finance the acquisition of Transtar Intermediate Holdings #2, Inc., which is discussed in Item 2.01 below.

The foregoing description does not purport to be complete and is qualified in its entirety by each of the following agreements attached hereto as exhibits to this Form 8-K and incorporated herein by reference: amended senior credit facility, the amended intercreditor agreement, Amendment No. 1 to Note Purchase Agreement, the Subsidiary Guarantee Agreement, the Amended and Restated Security Agreement and the Parent Guarantee Agreement.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On September 5, 2006, the Company completed its acquisition of Transtar Holdings #2 LLC (“Transtar”), a wholly owned subsidiary of H.I.G. Transtar Inc. The acquisition was completed pursuant to the Stock Purchase Agreement, dated August 12, 2006 (the “Agreement”). Transtar’s assets consist primarily of receivables, inventory, customer and supplier contracts, and identifiable intangibles including but not limited to customer lists, product processes and trademarks. In addition Transtar retained $1.1 million of foreign debt secured by the assets of Transtar’s foreign subsidiaries. The Company acquired all of the outstanding common stock of Transtar, and Transtar will operate as a wholly owned subsidiary of the Company.

The total consideration paid by the Company for all outstanding shares of Transtar was $175,783,000, comprised of $30,919,000 in cash and $144,864,000 in bank borrowings. An escrow in the amount of $18 million funded from the purchase price was established to satisfy H.I.G Transtar Inc.’s indemnification obligations under the Agreement.

The description of the acquisition of Transtar set forth above does not purport to be complete and is qualified in its entirety by reference to the Stock Purchase Agreement that was filed by the Company as Exhibit 2.1 to the Current Report on Form 8-K filed on August 17, 2006 (the

“Castle 8-K”). The description of the Stock Purchase Agreement remains subject to the qualifications set forth in the Castle 8-K.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

See Item 1.01, which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(a)	Financial Statements. To be filed within seventy-one (71) days of the date that the filing of this Current Report on Form 8-K is required to be filed with the Securities and Exchange Commission, as permitted by Item 9.01(a)(4) of Form 8-K
(b)	Pro Forma Financial Information (filed herewith)

(1)	Unaudited Pro Forma Condensed Combined Statements of Operations for the Six Months ended June 30, 2006
(2)	Unaudited Pro Forma Condensed Combined Statements of Operations for the Year ended December 31, 2005
(3)	Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2006

(d) Exhibits

10.11	Amended and Restated Credit Agreement, dated September 5, 2006, by and between A. M. Castle & Co. and Bank of America, N.A., as U.S. Agent, Bank of America, N.A., Canada Branch, as Canadian Agent, JPMorgan Chase Bank, N.A. as Syndication Agent and LaSalle Business Credit, LLC as Documentation Agent.
10.12	Guarantee Agreement, dated September 5, 2006, by and between the Company and the Guarantee Subsidiaries.
10.13	Amended and Restated Collateral Agency and Intercreditor Agreement, dated September 5, 2006 by and among A.M. Castle & Co., Bank of America, N.A., as Collateral Agent, The Prudential Insurance Company of America and Prudential Retirement Insurance and Annuity Company and The Northern Trust Company
10.14	Amended and Restated Security Agreement, dated September 5, 2006, among the Company and the Guarantee Subsidiaries.
10.15	Guarantee Agreement, dated September 5, 2006, by and between the Company and Canadian Lenders and Bank of America, N.A. Canadian Branch, as Canadian Agent.
10.16	Amendment No. 1 to Note Agreement, dated September 5, 2006, between the Company and The Prudential Insurance Company of America and Prudential Retirement Insurance and Annuity Company Amendment.

SIGNATURES

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.

	A. M. CASTLE & CO.
Date: September 8, 2006	/s/ Jerry M. Aufox
	Secretary

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

On September 5, 2006, A. M. Castle & Co. (the “Company” or “Castle”) acquired all of the issued and outstanding capital stock of Transtar Intermediate Holdings #2, Inc. (“Transtar”) for $180 million in cash, subject to certain adjustments. The estimated purchase price, net of those adjustments, is $173.3 million.

The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2005 and the six month period ended June 30, 2006 combine the historical consolidated statements of operations of the Company and Transtar as if the transaction had taken place on January 1, 2005 and January 1, 2006, respectively. The unaudited pro forma condensed combined balance sheet combines the historical balance sheets of the Company and Transtar as if the transaction had taken place on June 30, 2006. The historical consolidated financial information has been adjusted to give effect to pro forma events that are (i) directly attributable to the transaction and (ii) factually supportable. In addition, with respect to the statements of operations, the pro forma events must be expected to have a continuing impact on the combined results.

This information should be read in conjunction with (i) the accompanying notes to the unaudited pro forma condensed combined financial statements, (ii) the Company’s separate historical audited financial statements as of and for the year ended December 31, 2005 included in its Annual Report on Form 10-K, and (iii) the Company’s separate historical financial information as of and for the six month period ended June 30, 2006 included in its Quarterly Report on Form 10-Q previously filed with the U.S. Securities and Exchange Commission (“SEC”).

The pro forma financial statements included herein contain a non-GAAP disclosure, EBITDA, which consists of income before provision for income taxes plus depreciation and amortization, debt extinguishment expense, and interest expense (including discount on accounts receivable sold), less interest income. EBITDA is presented as a supplemental disclosure because management believes this measure is widely used by the investment community for evaluation purposes and provides the reader with additional information in analyzing the Company’s operating results. EBITDA should not be considered as an alternative to net income or any other item calculated in accordance with U.S. generally accepted accounting principles (“GAAP”), or as an indicator of operating performance. The definition of EBITDA used herein may differ from that used by other companies. A reconciliation of EBITDA to net income is provided in accordance with U.S. Securities and Exchange Commission requirements.

The unaudited pro forma condensed combined financial information is presented for informational purposes only. The pro forma information is not necessarily indicative of what the financial position or results of operations actually would have been had the acquisition been completed as of the dates indicated. In addition, the unaudited pro forma condensed combined financial information does not purport to project the future financial position or operating results of the combined company after the acquisition.

The unaudited pro forma financial information was prepared using the purchase method of accounting. Accordingly, the Company’s cost to acquire Transtar has been allocated to the assets acquired and liabilities assumed based upon management’s preliminary estimate of their respective fair values as of the date of the completion of the acquisition. Any differences between the fair value of the consideration paid and the fair value of the assets and liabilities acquired will be recorded as goodwill. The amounts allocated to acquired assets and liabilities in the attached unaudited pro forma financial information is dependent upon certain valuations and other studies that have not progressed to a stage where sufficient information is available to make a definitive allocation. Accordingly, the purchase price allocation adjustments and related amortization reflected in the following unaudited pro forma condensed combined financial statements are preliminary and have been made solely for the purpose of preparing these pro forma financial statements.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS
For the Six Months Ended June 30, 2006
(in thousands, except per share data)

							Pro Forma			Pro Forma
	Castle			Transtar			Adjustments			Combined
Net sales	$	554,800		$	139,309		$	—		$	694,109
Cost of material sold		391,343			97,299			—			488,642
Gross material margin		163,457			42,010			—			205,467
Plant and delivery expense		58,605			10,725			—			69,330
Sales, general, and administrative expense		49,957			17,445			(1,602	) c), d), e)		65,800
Depreciation and amortization expense		5,097			367			3,698	a), f)		9,162
Total operating expenses		113,659			28,537			2,096			144,292
Operating income		49,798			13,473			(2,096	)		61,175
Interest expense, net		(2,046	)		(2,053	)		(4,662	) b)		(8,761	)
Other		—			25			—			25
Income before income taxes and equity in earnings of joint venture		47,752			11,445			(6,758	)		52,439
Income taxes		(19,639	)		(4,429	)		1,292	g)		(22,776	)
Income before equity in earnings of joint venture		28,113			7,016			(5,466	)		29,663
Equity in earnings of joint venture		2,295			—			—			2,295
Net income	$	30,408		$	7,016		$	(5,466	)	$	31,958
Shares:
Basic		16,657									16,657
Diluted		18,756									18,756
Earnings per share from continuing operations:
Basic	$	1.78								$	1.88
Diluted	$	1.62								$	1.70
EBITDA *	$	57,190		$	13,865		$	1,602		$	72,657
Reconciliation of income from continuing operations to EBITDA:
Net income	$	30,408		$	7,016		$	(5,466	)	$	31,958
Depreciation and amortization		5,097			367			3,698			9,162
Interest, net		2,046			2,053			4,662			8,761
Provision for income taxes		19,639			4,429			(1,292	)		22,776
EBITDA	$	57,190		$	13,865		$	1,602		$	72,657

* Earnings before interest, taxes, depreciation and amortization.

(See notes to the unaudited pro forma condensed combined financial statements)

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS
For the Year Ended December 31, 2005
(in thousands, except per share data)

							Pro Forma			Pro Forma
	Castle			Transtar			Adjustments			Combined
Net sales	$	958,978		$	223,977		$	—		$	1,182,955
Cost of material sold		677,186			159,362			—			836,548
Gross material margin		281,792			64,615			—			346,407
Plant and delivery expense		108,427			19,971			—			128,398
Sales, general, and administrative expense		92,848			28,009			(228	) c), d), e)		120,629
Depreciation and amortization expense		9,340			522			7,395	a) ,f)		17,257
Total operating expenses		210,615			48,502			7,167			266,284
Operating income		71,177			16,113			(7,167	)		80,123
Interest expense, net		(7,348	)		(3,607	)		(9,824	) b)		(20,779	)
Discount on sale of accounts receivable & other		(1,127	)		64			—			(1,063	)
Loss on extinguishment of debt		(4,904	)		—			—			(4,904	)
Income before income taxes and equity in earnings of joint venture		57,798			12,570			(16,991	)		53,377
Income taxes		(23,191	)		(3,450	)		3,894	g)		(22,747	)
Income before equity in earnings of joint venture		34,607			9,120			(13,097	)		30,630
Equity in earnings of joint venture		4,302			—			—			4,302
Net income	$	38,909		$	9,120		$	(13,097	)	$	34,932
Shares:
Basic		16,033									16,033
Diluted		18,420									18,420
Earnings per share from continuing operations:
Basic	$	2.37								$	2.12
Diluted	$	2.11								$	1.90
EBITDA *	$	84,819		$	16,699		$	228		$	101,746
Reconciliation of net income to EBITDA:
Net income	$	38,909		$	9,120		$	(13,097	)	$	34,932
Depreciation and amortization		9,340			522			7,395			17,257
Interest expense, net		7,348			3,607			9,824			20,779
Discount on accounts receivable sold		1,127			—			—			1,127
Debt extinguishment		4,904			—			—			4,904
Provision for income taxes		23,191			3,450			(3,894	)		22,747
EBITDA	$	84,819		$	16,699		$	228		$	101,746

* Earnings before interest, discount on sale of accounts receivable, taxes, depreciation and amortization and debt extinguishment expense.

(See notes to the unaudited pro forma condensed combined financial statements)

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
As of June 30, 2006
(in thousands)

						Pro Forma			Pro Forma
	Castle			Transtar		Adjustments			Combined
Assets
Current assets
Cash and cash equivalents	$	42,982		$	770	$	(30,770	) h), k)	$	12,982
Accounts receivable		128,946			40,240		—			169,186
Inventories		139,604			51,002		12,844	j)		203,450
Other current assets		7,378			1,585		—			8,963
Total current assets		318,910			93,597		(17,926	)		394,581
Investment in joint venture		12,358			—		—			12,358
Goodwill and intangible assets		32,250			—		111,352	m)		143,602
Prepaid pension cost		40,037			—		—			40,037
Other assets		4,923			766		(419	) k)		5,270
Property, plant and equipment — net		67,251			2,644		1,585	i)		71,480
Total assets	$	475,729		$	97,007	$	94,592		$	667,328
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	123,397		$	22,303	$	—		$	145,700
Accrued liabilities		22,997			4,938		—			27,935
Current and deferred income taxes		1,497			2,942		4,654	l)		9,093
Current portion of long-term debt		6,233			37,811		(37,545	) k)		6,499
Total current liabilities		154,124			67,994		(32,891	)		189,227
Long term debt, less current portion		73,569			1,320		154,680	h), k)		229,569
Deferred income taxes		20,784			36		—			20,820
Other long-term liabilities		14,621			460		—			15,081
Stockholders’ equity
Preferred stock		11,239			—		—			11,239
Common stock		170			—		—			170
Additional paid-in capital		66,000			6,000		(6,000	) k)		66,000
Retained earnings		138,434			19,874		(19,874	) k)		138,434
Accumulated other comprehensive income		3,473			1,323		(1,323	) k)		3,473
Treasury stock, at cost		(6,685	)		—		—			(6,685	)
Total stockholders’ equity		212,631			27,197		(27,197	)		212,631
Total liabilities and stockholders’ equity	$	475,729		$	97,007	$	94,592		$	667,328

(See notes to the unaudited pro forma condensed combined financial statements)

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL SATEMENTS

1.		Description of Transaction
		On September 5, 2006, Castle acquired all of the issued and outstanding capital stock of Transtar for $180 million in cash. The purchase price will be adjusted by the amount that working capital falls outside of the minimum/maximum working capital range defined in the agreement. As of September 1, 2006, the estimated purchase price net of that adjustment was $173.3 million. The condensed combined pro forma financial statements reflect the $180 million purchase price since they were prepared assuming the transaction took place on June 30, 2006 at which date there was no implied working capital adjustment. The purchase price will also be adjusted by the outstanding net indebtedness of Transtar (except that Castle will assume any indebtedness of Transtar’s two foreign subsidiaries) and transaction expenses payable at closing.
		The acquisition was assumed to be funded by approximately $30 million of existing cash of the Company, $126 million from an expanded revolving line of credit and $30 million from a new term loan.
		The Company will account for the merger as a purchase under United States generally accepted accounting principles. Under the purchase method of accounting, the assets and liabilities of Transtar will be recorded as of the acquisition date at their respective fair values and be consolidated with those of Castle.
2.		Pro Forma Adjustments
	a)	To reflect $6.7 million incremental annual amortization ($3.3 million for the 6 months ended June 30, 2006) to be incurred on the fair value of the acquired identifiable intangible assets.
	b)	To reflect $9.8 million incremental annual net interest expense ($4.7 million for the 6 months ended June 30, 2006) arising from the assumed issuance of $156 million of debt to fund the transaction at an estimated interest rate of 7.5%, the reduction in interest income due to the assumed use of $30 million of the Company’s existing cash to fund the acquisition and eliminating Transtar’s debt and interest.
	c)	To eliminate $1.0 million of management fees that were paid by Transtar to their previous owners for the year ending December 31, 2005 and also for the six months ending June 30, 2006, respectively, which will no longer continue.

d)	To eliminate $0.2 million ($1.1 million for the six months ended June 30, 2006) of cost incurred by Transtar related to this transaction which will not continue.
e)	To reflect $1.0 million of incremental costs ($0.5 million for the 6 months ending June 30, 2006) expected to be incurred due to Transtar becoming a subsidiary of a U.S. public company. The incremental costs relate to compliance with various provisions of the Sarbanes-OxleyAct of 2002, as well as incremental finance staff headcount and other administrative requirements directly associated with meeting public company filing requirements.
f)	To reflect incremental depreciation expense of $0.7 million ($0.4 million for the six months ended June 30, 2006) for fixed assets expected to be written up to fair value in purchase accounting.
g)	To reflect taxes on the pro forma adjustments to income at Castle’s statutory rate of 37.7%.
h)	To reflect the assumed purchase price as of June 30, 2006 of $180 million plus an estimated $6 million of acquisition costs being funded by $30 million of cash and $156 million of incremental long-term borrowings.
i)	To increase the value of fixed assets by $1.6 million to reflect them at fair value.
j)	To adjust LIFO and other inventory reserves by $12.8 million to reflect inventory at its fair value.
k)	To eliminate Transtar’s cash, U.S.-based debt and equity as part of purchase accounting made up of $0.8 million cash, $0.4 million deferred financing costs, $37.5 million current debt, $1.3 million long term debt, $6.0 million of additional paid-in capital, $19.9 million of retained earnings and $1.3 million of accumulated other comprehensive income.
l)	To eliminate Transtar’s current taxes payable of $0.8 million for which responsibility to pay remains with the prior owner as well as to reflect an estimated $5.4 million deferred tax liability arising from anticipated purchase accounting adjustments.
m)	To reflect the allocation of the excess of the purchase price over the fair value of tangible net assets to intangibles ($69.0 million) and goodwill ($42.3 million).

EX-10.11

EXHIBIT 10.11

Published CUSIP Number:                     

AMENDED AND RESTATED
CREDIT AGREEMENT

Dated as of September 5, 2006

among
A. M. CASTLE & CO.,
as U.S. Borrower,

A. M. CASTLE & CO. (CANADA) INC.,
as Canadian Borrower,

BANK OF AMERICA, N.A.,
as U.S. Agent, U.S. Swing Line Lender
and U.S. L/C Issuer,

BANK OF AMERICA, N.A., CANADA BRANCH,
as Canadian Agent and Canadian L/C Issuer

and

JPMORGAN CHASE BANK, N.A.,
as Syndication Agent,

LASALLE BUSINESS CREDIT, LLC,
as Documentation Agent,

The Other Lenders Party Hereto

BANC OF AMERICA SECURITIES LLC,
as Sole Lead Arranger and Sole Book Manager

TABLE OF CONTENTS

ARTICLE	PAGE
ARTICLE I            DEFINITIONS AND ACCOUNTING TERMS		1
1.01. Defined Terms		1
1.02. Other Interpretive Provisions		43
1.03. Accounting Terms		44
(a) Generally		44
(b) Changes in GAAP		44
1.04. Rounding		45
1.05. Times of Day		45
1.06. Letter of Credit Amounts		45
1.07. Classification of Loans and Borrowings		45
1.08. Currencies; Exchange Rates		45
1.09. Pension Protection Act of 2006		45
ARTICLE II            THE COMMITMENTS AND CREDIT EXTENSIONS		46
2.01. The Loans		46
(a) The Term A Borrowing		46
(b) U.S. Revolving Credit Loans		46
(c) Canadian Committed Loans		46
2.02. Borrowings, Conversions and Continuations of Committed Loans		47
2.03. Acceptances		49
(a) Acceptance Commitment		49
(b) Terms of Acceptance		49
(c) Notice of Drawing and Discount of Acceptances		49
(d) Sale of Acceptances		51
(e) Acceptance Obligation		51
(f) Supply of Drafts and Power of Attorney		52
(g) Exculpation		53
(h) Rights of Canadian Lender as to Acceptances		53
(i) Acceptance Equivalent Loans		53
(j) Terms Applicable to Discount Notes		53
(k) Prepayment of Acceptances and Discount Notes		54
(l) Depository Bills and Notes Act		54
(m) Circumstances Making Acceptances Unavailable		54
2.04. Letters of Credit		55
(a) The Letter of Credit Commitment		55
(b) Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit		58
(c) Drawings and Reimbursements; Funding of Participations		60
(d) Repayment of Participations		62
(e) Obligations Absolute		63
(f) Role of L/C Issuers		64
(g) Cash Collateral		65

i

ARTICLE	PAGE
(h) Applicability of ISP and UCP		65
(i) L/C Fees		65
(j) Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers		66
(k) Conflict with Issuer Documents		66
(l) Letters of Credit Issued for Subsidiaries		66
2.05. U.S. Swing Line Loans		66
(a) The U.S. Swing Line		66
(b) Borrowing Procedures		67
(c) Refinancing of U.S. Swing Line Loans.		68
(d) Repayment of Participations		69
(e) Interest for Account of U.S. Swing Line Lender		70
(f) Payments Directly to U.S. Swing Line Lender		70
2.06. Prepayments		70
(a) Optional		70
(b) Mandatory		71
2.07. Termination or Reduction of Commitments		74
(a) Optional		74
(b) Mandatory		75
2.08. Repayment of Loans		75
(a) Term A Loans		75
(b) U.S. Revolving Credit Loans		75
(c) U.S. Swing Line Loans		75
(d) Canadian Committed Loans		75
2.09. Interest		75
2.10. Fees		76
(a) Commitment Fee		76
(b) Agent’s Fees		77
(c) Lenders’ Upfront Fee		77
(d) Acceptance Fees		77
2.11. Computation of Interest and Fees		77
2.12. Evidence of Debt		78
2.13. Payments Generally; Agent’s Clawback		78
(a) General		78
(b) Failure to Satisfy Conditions Precedent		80
(c) Obligations of Lenders Several		80
(d) Funding Source		81
2.14. Sharing of Payments		81
(a) U.S. Lenders		81
(b) Canadian Lenders		82
ARTICLE III            TAXES, YIELD PROTECTION AND ILLEGALITY		82
3.01. Taxes		82
(a) Payments Free of Taxes		82
(b) Payment of Other Taxes by Borrowers		83
(c) Indemnification by Borrowers		83

ii

ARTICLE	PAGE
(d) Evidence of Payments		83
(e) Status of U.S. Lenders		83
(f) Treatment of Certain Refunds		84
3.02. Illegality		85
3.03. Inability to Determine Rates		85
3.04. Increased Costs		85
(a) Increased Costs Generally		85
(b) Capital Requirements		86
(c) Certificates for Reimbursement		87
(d) Delay in Requests		87
3.05. Compensation for Losses		87
3.06. Mitigation Obligations		88
3.07. Replacement of Lenders		88
3.08. Survival		88
ARTICLE IV            CONDITIONS PRECEDENT TO CREDIT EXTENSIONS		88
4.01. Conditions of Initial Credit Extension		88
4.02. Conditions to all Credit Extensions		91
ARTICLE V            REPRESENTATIONS AND WARRANTIES		91
5.01. Existence, Qualification and Power		91
5.02. Authorization; No Contravention		92
5.03. Governmental Authorization; Other Consents		92
5.04. Binding Effect		92
5.05. Financial Statements; No Material Adverse Effect; No Internal Control Event		92
5.06. Litigation		93
5.07. No Default		93
5.08. Ownership of Property; Liens		93
5.09. Environmental Compliance		93
5.10. Insurance		94
5.11. Taxes		94
5.12. ERISA Compliance		94
5.13. Subsidiaries		95
5.14. Margin Regulations; Investment Company Act; Public Utility Holding Company Act		95
5.15. Disclosure		95
5.16. Compliance with Laws		95
5.17. Intellectual Property; Licenses, Etc		96
5.18. Compliance with Other Senior Debt Documents		96
5.19. Solvency		96
5.20. Taxpayer Identification Number		96
ARTICLE VI            AFFIRMATIVE COVENANTS		96
6.01. Corporate Existence		96
6.02. Insurance		97

iii

ARTICLE	PAGE
6.03. Taxes, Claims for Labor and Materials		97
6.04. Maintenance of Properties		97
6.05. Maintenance of Records		97
6.06. Financial Information and Reports		97
6.07. Notices		101
6.08. Inspection of Properties and Records		101
(a) Inspection Generally		101
(b) Collateral Monitoring and Review		101
6.09. ERISA		102
6.10. Compliance with Laws		103
6.11. Maintenance of Most Favored Lender Status		103
6.12. Subsequent Guarantors		103
6.13. Collateral Covenant		104
6.14. Compliance with Terms of Leaseholds		105
6.15. Material Contracts		105
6.16. Use of Proceeds		105
6.17. Security Interests		105
6.18. Bank Accounts		105
ARTICLE VII            NEGATIVE COVENANTS		106
7.01. Adjusted Consolidated Net Worth		106
7.02. Consolidated Debt		106
7.03. Net Working Capital		106
7.04. Liens		106
7.05. Merger or Consolidation		108
7.06. Sale of Assets		109
7.07. Disposition of Stock of Subsidiary		109
7.08. Investments		110
7.09. Leases		112
7.10. Transactions with Affiliates		112
7.11. Off-Balance Sheet Liabilities		113
7.12. Nature of Business		113
7.13. Accounting Changes		113
ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES		113
8.01. Events of Default		113
(a) Non-Payment of Interest and Other Amounts		113
(b) Non-Payment of Principal		113
(c) Cross-Default		113
(d) Specific Covenants		113
(e) Other Defaults		113
(f) Representations and Warranties		114
(g) Judgments		114
(h) Insolvency		114
(i) Guarantor Obligations		115
(j) Other Representations and Warranties		115

iv

ARTICLE	PAGE
(k) Collateral Documents		115
(l) Receivables Purchase Agreement		115
(m) Intercreditor Agreement		115
8.02. Remedies Upon Event of Default		116
8.03. Application of Funds		116
(a) U.S. Obligations		116
(b) Canadian Obligations		117
8.04. Notice of Default		118
ARTICLE IX            AGENTS		119
9.01. Appointment and Authorization of Agents		119
9.02. Rights as a Lender		119
9.03. Exculpatory Provisions		119
9.04. Reliance by Agents		120
9.05. Delegation of Duties		121
9.06. Resignation of an Agent		121
9.07. Non-Reliance on Agents and Other Lenders		122
9.08. No Other Duties, Etc		122
9.09. Agents May File Proofs of Claim		122
9.10. Guaranty Matters		123
9.11. Collateral Matters		123
9.12. Canadian Agent Matters		126
9.13. Authorizations and Directions		127
ARTICLE X            MISCELLANEOUS		127
10.01. Amendments, Etc		127
10.02. Notices; Effectiveness; Electronic Communications		129
(a) Notices Generally		129
(b) Electronic Communications		130
(c) The Platform		130
(d) Change of Address, Etc		131
(e) Reliance by Agents, L/C Issuers and Lenders		131
10.03. No Waiver; Cumulative Remedies		131
10.04. Expenses; Indemnity; Damage Waiver		131
(a) Costs and Expenses		131
(b) Indemnification by Borrowers		132
(c) Reimbursement by Lenders		134
(d) Waiver of Consequential Damages, Etc		135
(e) Payments		135
(f) Survival		135
10.05. Payments Set Aside		135
10.06. Successors and Assigns		136
(a) Successors and Assigns Generally		136
(b) Assignments by Lenders		136
(c) Register		139
(d) Participations		139

v

ARTICLE	PAGE
(e) Limitations upon Participant Rights		140
(f) Certain Pledges		140
(g) Electronic Execution of Assignments		140
(h) Deemed Consent of Borrowers		140
(i) Resignation as L/C Issuer or U.S. Swing Line Lender.		141
(j) Canadian Lenders		142
(k) Collateral Agency and Intercreditor Agreement		142
10.07. Treatment of Certain Information; Confidentiality		142
10.08. Right of Setoff		143
10.09. Interest Rate Limitations		143
10.10. Counterparts; Integration; Effectiveness		144
10.11. Survival of Representations and Warranties		145
10.12. Severability		145
10.13. Replacement of Lenders		145
10.14. Governing Law; Jurisdiction; Etc.		146
(a) GOVERNING LAW		146
(b) SUBMISSION TO JURISDICTION		146
(c) WAIVER OF VENUE		146
(d) SERVICE OF PROCESS		147
10.15. Waiver of Right to Trial by Jury		147
10.16. No Advisory or Fiduciary Responsibility		147
10.17. USA PATRIOT Act Notice		148
10.18. Time of the Essence		148

vi

SCHEDULES
1.01	Permitted Investments
2.01	Commitments and Applicable Percentages
2.04	Existing Letters of Credit
5.06	Litigation
5.09	Environmental Matters
5.13	Subsidiaries and Other Equity Investments
7.04	Existing Liens
7.11	Off-Balance Sheet Arrangements
10.02	Agents’ Offices, Certain Addresses for Notices

EXHIBITS
Form of
A	U.S. Committed Loan Notice
B	Canadian Committed Loan Notice
C	U.S. Swing Line Loan Notice
D	Note
E	Compliance Certificate
F	Discount Note
G	Notice of Drawing
H	Assignment and Assumption
I	Borrowing Base Certificate

vii

AMENDED AND RESTATED
CREDIT AGREEMENT

     AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of September 5, 2006, among A. M. CASTLE & CO., a Maryland corporation (“U.S. Borrower”), A. M. CASTLE & CO. (CANADA) INC., a corporation organized under the laws of the Province of Ontario, Canada (“Canadian Borrower”), each lender from time to time party hereto, BANK OF AMERICA, N.A., as U.S. Agent, U.S. Swing Line Lender and U.S. L/C Issuer and BANK OF AMERICA, N.A., CANADA BRANCH, as Canadian Agent and Canadian L/C Issuer.

     U.S. Borrower, Canadian Borrower, U.S. Agent, Canadian Agent and a syndicate of lenders entered into a Credit Agreement, dated as of July 29, 2005 (the “Prior Credit Agreement”), pursuant to which certain Lenders provided a revolving credit facility. U.S. Borrower and Canadian Borrower have requested that the Prior Credit Agreement be amended and restated as provided herein and Lenders are willing to do so on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

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

     “Acceptance” means a Draft drawn by Canadian Borrower on a Canadian Lender conforming to the requirements of Section 2.03 and accepted by such Canadian Lender in accordance with Section 2.03(c). As the context shall require, “Acceptance” shall also have the meaning ascribed to it in Section 2.03(j).

     “Acceptance Equivalent Loan” means an advance made under this Agreement by a Canadian Lender evidenced by a Discount Note.

     “Acceptance Fee” has the meaning assigned to it in Section 2.10(d).

     “Acceptance Exposure” means, at any time, the aggregate face amount of the outstanding Acceptances and Acceptance Equivalent Loans at such time. The Acceptance Exposure of any Canadian Lender at any time shall be its Applicable Percentage of the aggregate Acceptance Exposure at such time.

     “Account” means a Receivable (as defined in the Collateral Agency and Intercreditor Agreement) and any account receivable, book debt or other similar chose in action however defined or referenced in any of the Canadian Security Documents.

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

     “Adjusted Consolidated Net Worth” means Consolidated Stockholders’ Equity less all Restricted Investments that exceed, in the aggregate, 10% of Consolidated Stockholders’ Equity.

     “Administrative Agents” or “Agents” means U.S. Agent and Canadian Agent.

     “Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by Agents.

     “Affiliate” of any Person means any Person (other than a Subsidiary) (i) who is a director or executive officer of such Person or any Subsidiary, (ii) which directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such Person, (iii) which beneficially owns or holds securities representing 10% or more of the combined voting power of the Voting Stock of such Person, or (iv) of which securities representing 10% or more of the combined voting power of its Voting Stock (or in the case of a Person not a corporation, 10% or more of its equity) is beneficially owned or held by such Person or any Subsidiary. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

     “Agent Fee Letter” has the meaning specified in Section 2.10(b).

     “Agent’s Office” means the U.S. Agent’s Office in the case of the U.S. Agent and the Canadian Agent’s Office in the case of the Canadian Agent.

     “Agents” means, collectively, the U.S. Agent and the Canadian Agent.

     “Aggregate Canadian Commitments” means the Canadian Commitments of all Canadian Lenders.

     “Aggregate Commitments” means the Commitments of all Lenders.

     “Aggregate Revolving Credit Commitments” means the U.S. Revolving Credit Commitments of all U.S. Lenders and the Aggregate Canadian Commitments of all Canadian Lenders.

     “Aggregate U.S. Commitments” means the U.S. Commitments of all U.S. Lenders.

     “Aggregate U.S. Revolving Credit Commitments” means the U.S. Revolving Credit Commitments of all U.S. Lenders.

     “Agreement” means this Amended and Restated Credit Agreement.

     “Applicable Percentage” means (a) in respect of the Term A Facility, with respect to any Term A Lender at any time, the percentage (carried out to the ninth

2

decimal place) of the Term A Facility represented by (i) on or prior to the Closing Date, such Term A Lender’s Term A Commitment at such time and (ii) thereafter, the principal amount of such Term A Lender’s Term A Loans at such time, (b) in respect of the U.S. Revolving Credit Facility, with respect to any U.S. Revolving Credit Lender at any time, the percentage (carried out to the ninth decimal place) of the U.S. Revolving Credit Facility represented by such U.S. Revolving Credit Lender’s U.S. Revolving Credit Commitment at such time and (c) in respect of the Canadian Committed Loan Facility, with respect to any Canadian Lender at any time, the percentage (carried out to the ninth decimal place) of the Canadian Committed Loan Facility represented by such Canadian Lender’s Canadian Commitment at such time. If the commitment of each U.S. Revolving Credit Lender to make U.S. Revolving Credit Loans and the obligation of the U.S. L/C Issuer to make U.S. L/C Credit Extensions have been terminated pursuant to Section 8.02, or if the U.S. Revolving Credit Commitments have expired, then the Applicable Percentage of each U.S. Revolving Credit Lender in respect of the U.S. Revolving Credit Facility shall be determined based on the Applicable Percentage of such U.S. Revolving Credit Lender in respect of the U.S. Revolving Credit Facility most recently in effect, giving effect to any subsequent assignments. If the commitment of each Canadian Lender to make Canadian Committed Loans and the obligation of the Canadian L/C Issuer to make Canadian L/C Credit Extensions have been terminated pursuant to Section 8.02 or if the Canadian Commitments have expired, then the Applicable Percentage of each Canadian Lender in respect of the Canadian Committed Loan Facility shall be determined based on the Applicable Percentage of such Canadian Lender in respect of the Canadian Committed Loan Facility most recently in effect, giving effect to any subsequent assignments. The initial Applicable Percentage of each Lender in respect of each Facility is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.

     “Applicable Rate” means, from time to time, the following percentages per annum, based upon the ratio of Consolidated Debt to Consolidated Total Capitalization (the “Debt to Capitalization Ratio”) as set forth in the most recent Compliance Certificate received by Agents pursuant to Section 6.06(c):

Applicable Rate
						Eurodollar Rate			Base Rate
						+			+
		Consolidated Debt to				Acceptance Fee			Canadian Prime
Pricing		Consolidated Total	Commitment						Rate
Level		Capitalization Ratio	Fee			L/C Fee			+
	1	³50%		0.40	%		1.75	%		0.75	%
	2	³40% but <50%		0.35	%		1.25	%		0.25	%
	3	³30% but <40%		0.30	%		1.00	%		0	%
	4	<30%		0.25	%		0.875	%		0	%

     Any increase or decrease in the Applicable Rate resulting from a change in the Debt to Capitalization Ratio shall become effective commencing on the 5^th Business Day

3

immediately following the date a Compliance Certificate is delivered pursuant to Section 6.06(c); provided, however, that if no Compliance Certificate is delivered when due in accordance with such Section, then Pricing Level 1 shall apply commencing on the 5^th Business Day following the date such Compliance Certificate was required to have been delivered and the Applicable Rate will not be eligible for decrease until the 5^th Business Day immediately following the date such Compliance Certificate is delivered pursuant to Section 6.06(c). The Applicable Rate in effect from the Closing Date through the earlier of (i) the date the Compliance Certificate for the fiscal quarter ending December 31, 2006 is delivered pursuant to Section 6.06(c), or (ii) the date the Compliance Certificate for the fiscal quarter ending December 31, 2006 is required to be delivered pursuant to Section 6.06(c) shall be determined based upon Pricing Level 1.

     “Applicable Revolving Credit/Committed Loan Percentage” means, with respect to any U.S. Revolving Credit Lender at any time, such U.S. Revolving Credit Lender’s Applicable Percentage in respect of the U.S. Revolving Credit Facility at such time and, with respect to any Canadian Lender at any time, such Canadian Lender’s Applicable Percentage in respect of the Canadian Committed Loan Facility at such time.

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

     “Arranger” means Banc of America Securities LLC, in its capacity as sole lead arranger and sole book manager.

     “Assignee Group” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.

     “Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 10.06(b), and accepted by the applicable Agent, in substantially the form of Exhibit H or any other form approved by the applicable Agent.

     “Audited Financial Statements” means the audited consolidated balance sheet of U.S. Borrower and its Subsidiaries for the fiscal year ended December 31, 2005, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of U.S. Borrower and its Subsidiaries, including the notes thereto.

     “Availability Period” means the period from and including the Closing Date to the earliest of (a) the Maturity Date, (b) the date of termination of the Aggregate Revolving Credit Commitments pursuant to Section 2.07, and (c) the date of termination of the commitment of each U.S. Revolving Credit Lender to make U.S. Revolving Credit Loans and the commitment of each Canadian Lender to make Canadian Committed Loans and of the obligation of U.S. L/C Issuer to make U.S. L/C Credit Extensions and Canadian L/C Issuer to make Canadian L/C Credit Extensions, pursuant to Section 8.02.

4

     “Bank of America” means Bank of America, N.A. and its successors.

     “Bank of America Canada” means Bank of America, N.A., Canada Branch and its successors.

     “Base Rate” means for any day a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate.” The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s 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 announced rate. Any change in such rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.

     “Base Rate Committed Loan” means a Committed Loan that is a Base Rate Loan.

     “Base Rate Loan” means a Loan that bears interest based on the Base Rate.

     “Base Rate U.S. Revolving Credit Loan” means a U.S. Revolving Credit Loan that is a Base Rate Loan.

     “Book Value” means, with respect to any Eligible Inventory, an amount equal to (i) the book value of such Eligible Inventory determined in accordance with GAAP plus (ii) the LIFO Reserve, if any, established with respect to such Eligible Inventory in accordance with GAAP minus (iii) without duplication to amounts deducted pursuant to the definition of “Eligible Inventory”, any reserves established by the applicable Loan Party with respect to such Eligible Inventory in accordance with GAAP.

     “Borrowers” means, collectively, U.S. Borrower and Canadian Borrower.

     “Borrower Materials” has the meaning specified in Section 6.06.

     “Borrowing” means a Committed Borrowing or a U.S. Swing Line Borrowing, as the context may require.

     “Borrowing Base Certificate” means a certificate, signed by a Senior Financial Officer of the applicable Borrower, in the form of Exhibit I or another form which is acceptable to Agents in their discretion exercised in a commercially reasonable manner.

     “Business Day” means, as the context shall require, a U.S. Business Day, a Canadian Business Day, or both.

     “Canadian Agent” means Bank of America Canada, in its capacity as administrative agent for Canadian Lenders hereunder, together with its successors and assigns.

5

     “Canadian Agent’s Office” means Canadian Agent’s address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as Canadian Agent may from time to time notify Canadian Borrower and Canadian Lenders.

     “Canadian Availability” means the amount by which the lesser of the Aggregate Canadian Commitments and the Canadian Borrowing Base, exceeds the Canadian Total Outstandings.

     “Canadian Borrower” has the meaning specified in the introductory paragraph hereto.

     “Canadian Borrowing Base” means, at any time, the sum, expressed in U.S. Dollars, of (a) 80% of Canadian Borrower’s Eligible Accounts at such time, plus (b) 50% of the Book Value of Canadian Borrower’s Eligible Inventory, plus (c) (i) through and including July 28, 2007, 20% of the Net PP&E of Canadian Borrower, (ii) from July 29, 2007 through and including July 28, 2008, 10% of the Net PP&E of Canadian Borrower, and (iv) from and after July 29, 2008, 0% of the Net PP&E of Canadian Borrower, minus (d) the principal amount of all secured Indebtedness of Canadian Borrower, other than the Obligations, minus, (e) at such time as Canadian Borrower’s Obligations are not Secured, the sum of (x) 50% of Canadian Borrower’s aggregate accounts payable (other than such accounts payable, if any, which serve as the basis for causing all or any part of any Account of Canadian Borrower to fail to qualify as an Eligible Account), plus, (y) the outstanding principal amount of all unsecured Indebtedness of Canadian Borrower, other than the Obligations, with the amounts referred to in clauses (a), (b) and (c) above determined by reference to the most recent Borrowing Base Certificate and applicable financial statements delivered to Canadian Agent by Canadian Borrower.

     “Canadian Borrowing” means a Borrowing comprised of Canadian Loans.

     “Canadian Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the province where Canadian Agent’s Office is located and, if such day relates to any Eurodollar Rate Loan, means any such day on which dealings in U.S. Dollar deposits are conducted by and between banks in the London interbank eurodollar market.

     “Canadian Commitment” means, as to each Canadian Lender, its obligation to (a) make Canadian Committed Loans to Canadian Borrower pursuant to Section 2.01(c) and (b) purchase participations in Canadian L/C Obligations, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Canadian Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Canadian Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

     “Canadian Committed Borrowing” means a borrowing consisting of simultaneous Canadian Committed Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each Canadian Lender pursuant to Section 2.01(c), and shall be deemed to include the acceptance and purchase of Acceptances, where applicable.

6

     “Canadian Committed Loan” has the meaning specified in Section 2.01(c).

     “Canadian Committed Loan Facility” means, at any time, the aggregate amount of the Canadian Lenders’ Canadian Commitments at such time.

     “Canadian Dollar Equivalent” means, with respect to an amount of U.S. Dollars on any date, the amount of Canadian Dollars that may be purchased with such amount of U.S. Dollars at the Exchange Rate with respect to U.S. Dollars on such date.

     “Canadian Dollars” and the symbol “Cdn.$” mean the lawful currency of Canada.

     “Canadian Hypothec” means a deed of hypothec granted by Canadian Borrower in favor of Canadian Agent with respect to the universality of its moveable property in the province of Quebec, and any bonds or debentures, pledges of bonds or debentures and other documentation related thereto.

     “Canadian L/C Credit Extension” means, with respect to any Canadian Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.

     “Canadian L/C Issuer” means Bank of America Canada in its capacity as issuer of Canadian Letters of Credit hereunder, or any successor issuer of Canadian Letters of Credit hereunder.

     “Canadian L/C Obligations” means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Canadian Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings in respect of Canadian Letters of Credit. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Canadian Letter of Credit shall be determined in accordance with Section 1.06. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

     “Canadian L/C Sublimit” means an amount equal to Cdn. $2,000,000. The Canadian L/C Sublimit is part of, and not in addition to, the Aggregate Canadian Commitments.

     “Canadian Lender” means any Lender that has a Canadian Commitment or any portion of the Total Canadian Outstandings. The initial Canadian Lenders are listed on Schedule 2.01 under the caption “Canadian Lenders”.

7

     “Canadian Letter of Credit” means any letter of credit issued by Canadian L/C Issuer hereunder. A Canadian Letter of Credit may be a commercial letter of credit or a standby letter of credit.

     “Canadian Loan” means an extension of credit by a Canadian Lender to Canadian Borrower under Article II in the form of a Canadian Committed Loan and includes Acceptances.

     “Canadian Obligations” means all Obligations relating to Canadian Loans or Canadian Letters of Credit or Swap Contracts between Canadian Borrower and any Canadian Lender or any Affiliate of any Canadian Lender or Treasury Management Obligations of Canadian Borrower to a Canadian Lender or an Affiliate of a Canadian Lender.

     “Canadian Prime” means, when used in reference to any Loan or Borrowing, that such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Canadian Prime Rate.

     “Canadian Prime Rate” means, for any day, a rate per annum equal to the higher of (i) the rate per annum publicly announced from time to time by Bank of America Canada as its prime rate in effect for Canadian Dollar denominated loans made at its principal office in Toronto and (ii) the one-month CDOR Rate plus fifty bps (.50%) per annum. Each change in the Canadian Prime Rate shall be effective on the date after such change is publicly announced.

     “Canadian Security Documents” means each security agreement, hypothec, debenture, assignment or other security document, by or between Canadian Borrower and Canadian Agent, for the benefit of Canadian Agent and Canadian Lenders, including each Canadian Hypothec, securing the Canadian Obligations, as any of the foregoing may be amended, restated or otherwise modified from time to time.

     “Canadian Supermajority Lenders” means, as of any date of determination, Canadian Lenders having more than 66-2/3% of the Aggregate Canadian Commitments or, if the commitment of each Canadian Lender to make Canadian Loans and the obligation of Canadian L/C Issuer to make Canadian L/C Credit Extensions have been terminated pursuant to Section 8.02, Canadian Lenders holding in the aggregate more than 66-2/3% of the Canadian Total Outstandings (with the aggregate amount of each Canadian Lender’s risk participation and funded participation in Canadian L/C Obligations being deemed “held” by such Canadian Lender for purposes of this definition); provided that the Canadian Commitment of, and the portion of the Canadian Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Canadian Supermajority Lenders. For purposes of determining Canadian Supermajority Lenders, any amounts denominated in Canadian Dollars shall be translated into the U.S. Dollar Equivalent at the Exchange Rate in effect on the date of determination thereof.

8

     “Canadian Total Outstandings” means the aggregate Outstanding Amount of all Canadian Loans and all Canadian L/C Obligations.

     “Capital Expenditures” means, with respect to any Person for any period, any expenditure in respect of the purchase or other acquisition of any fixed or capital asset (excluding normal replacements and maintenance which are properly charged to current operations).

     “Capitalized Lease” means any lease the obligation for Rentals with respect to which, in accordance with GAAP, would be required to be capitalized on a balance sheet of the lessee or for which the amount of the asset and liability thereunder, as if so capitalized, would be required to be disclosed in a note to such balance sheet.

     “Capitalized Lease Obligations” means any amounts required to be capitalized under any Capitalized Lease.

     “Cash Collateralize” has the meaning specified in Section 2.04(g).

     “Cash Equivalents” means any of the following types of Investments, to the extent owned by U.S. Borrower or any of its Subsidiaries free and clear of all Liens (other than Liens created under the Collateral Documents and other Liens permitted hereunder):

     (a) Investments in (A) commercial paper of a domestic issuer maturing in 270 days or less from the date of issuance which is rated P-2 or better by Moody’s or A-2 or better by S&P, (B) certificates of deposit or banker’s acceptances issued by commercial banks or trust companies located in the United States of America and organized under its laws or the laws of any state thereof each having a combined capital, surplus and undivided profits of $100,000,000 or more, (C) obligations of or fully guaranteed by the United States of America or an agency thereof maturing within three years from the date of acquisition, (D) municipal securities maturing within three years from the date of acquisition which are rated in one of the top two rating classifications by at least one national rating agency, or (E) money market instrument programs which are classified as current assets in accordance with GAAP; and

     (b) Participations in notes maturing within 60 days which are rated P-2 or better by Moody’s or A-2 or better by S&P.

     “CC” means the Civil Code of Quebec.

     “CDOR Rate” means, on any day, the annual discount rate which is the rate determined by Canadian Agent as being the arithmetic average (rounded upward to the nearest multiple of 0.01%) of the rates applicable to Canadian Dollar bankers’ acceptances for the applicable period displayed and identified as such on the “Reuters’ Screen CDOR Page” at approximately 10:00 A. M. (Toronto time) on such day for Schedule I chartered banks, or if such day is not a Canadian Business Day then on the immediately preceding Canadian Business Day (as adjusted by a Canadian bank after 10:00 A. M. (Toronto time) to reflect any error in a posted discount rate or in the posted average annual discount rate).

9

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

     “Class”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Canadian Loans or U.S. Loans, and when used in reference to any Commitment, refers to whether such Commitment is a Canadian Commitment or U.S. Commitment.

     “Closing Date” means the first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 10.01.

     “Code” means the Internal Revenue Code of 1986, as amended.

     “Collateral” means any and all assets and rights and interests in or to property of Borrowers and each of the other Loan Parties, whether real or personal, tangible or intangible, in which a Lien is granted or purported to be granted pursuant to the Collateral Documents.

     “Collateral Access Agreement” means any landlord waiver or other agreement, in form and substance reasonably satisfactory to the applicable Agent, between such Agent and any third party (including any bailee, consignee, customs broker, or other similar Person) in possession of any Collateral or any landlord of any Loan Party for any real property where any Collateral is located, as such landlord waiver or other agreement may be amended, restated, or otherwise modified from time to time.

     “Collateral Agency and Intercreditor Agreement” means the Amended and Restated Collateral Agency and Intercreditor Agreement, dated as of September 5, 2006, by and among Collateral Agent, Bank of America, the Noteholders (as defined therein), The Northern Trust Company, U.S. Borrower and the Subsidiary Guarantors, as amended, restated, supplemented or otherwise modified from time to time.

     “Collateral Agent” means Bank of America, in its capacity as Collateral Agent under the Collateral Agency and Intercreditor Agreement, together with its successors and assigns.

     “Collateral Documents” means, collectively, the U.S. Security Documents and the Canadian Security Documents.

     “Commitments” means, collectively, each Canadian Commitment and each U.S. Commitment.

10

     “Committed Borrowing” means a borrowing consisting of simultaneous Committed Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01.

     “Committed Loan” means either a U.S. Committed Loan or a Canadian Committed Loan.

     “Committed Loan Notice” means a notice of (a) a Committed Borrowing, (b) a conversion of Committed Loans from one Type to the other, or (c) a continuation of Eurodollar Rate Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A, in the case of a U.S. Committed Borrowing, or Exhibit B, in the case of a Canadian Committed Borrowing.

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

     “Consolidated Debt” means Debt of U.S. Borrower and its Subsidiaries consolidated in accordance with GAAP.

     “Consolidated EBITDA” means, for any period, the sum of (a) Consolidated Net Income for such period; plus (b) to the extent, and only to the extent, that such aggregate amount was deducted in the computation of such Consolidated Net Income, the aggregate amount of (i) income tax expense of U.S. Borrower and its Subsidiaries for such period, plus (ii) charges for depreciation, amortization and other non-cash charges of U.S. Borrower and its Subsidiaries for such period, plus (iii) Interest Charges for such period.

     “Consolidated Net Income” means, for any period, the net income (or deficit) of U.S. Borrower and its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP.

     “Consolidated Stockholders’ Equity” means the stockholders’ equity of U.S. Borrower and its Subsidiaries determined on a consolidated basis in accordance with GAAP.

     “Consolidated Total Assets” means, at any time, all assets of U.S. Borrower and its Subsidiaries which would be reflected on a consolidated balance sheet of such Persons at such time prepared in accordance with GAAP .

     “Consolidated Total Capitalization” means the sum of (i) Consolidated Stockholders’ Equity, (ii) 50% of the LIFO Reserve, and (iii) Consolidated Debt, less Restricted Investments in excess of 10% of Consolidated Stockholders’ Equity.

     “Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

11

     “Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.

     “Current Debt” means, at any time and with respect to any Person, all Indebtedness of such Person outstanding at such time other than Funded Debt of such Person.

     “Current Maturities of Funded Debt” means (without duplication), at any time and with respect to any item of Funded Debt, the portion of such Funded Debt outstanding at such time which by the terms of such Funded Debt or the terms of any instrument or agreement relating thereto (a) is due on demand or within 365 days from such time (whether by sinking fund, other required prepayment or final payment at maturity) and (b) (i) is not directly or indirectly renewable, extendible or refundable at the option of the obligor under an agreement or firm commitment in effect at such time to a date 365 days or more from such time or (ii) if so renewable, extendible or refundable at the option of the obligor, the obligor shall have agreed that it will not renew, extend or refund to a date 365 days or more from such time.

     “Debt” means all Indebtedness (excluding obligations with respect to bankers’ acceptances and trade acceptance financings to the extent such obligations, in the aggregate, are less than $5,000,000, but including any such obligations, in the aggregate, in excess of such amount) of U.S. Borrower or any Subsidiary.

     “Debtor Relief Laws” means the Bankruptcy Code of the United States, the Companies Creditors Arrangement Act (Canada), the Bankruptcy and Insolvency Act (Canada), and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States, Canada or any province or territory thereof or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

     “Default” means any event which, with the lapse of time or the giving of notice, or both, would become an Event of Default.

     “Default Rate” means (a) when used with respect to Obligations other than L/C Fees an interest rate equal to (i) the Base Rate or the Canadian Prime Rate, as the case may be, plus (ii) the Applicable Rate, if any, applicable to Base Rate Loans or Canadian Prime Rate Loans, as the case may be, plus (iii) 2% per annum; provided, however, that (x) with respect to a Eurodollar Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2% per annum and (y) with respect to Acceptances, the Default Rate shall be the Applicable Rate plus 2% per annum, and (b) when used with respect to L/C Fees, a rate equal to the Applicable Rate plus 2% per annum.

     “Defaulting Lender” means any Lender that (a) has failed to fund any portion of the Committed Loans, participations in L/C Obligations or participations in U.S. Swing

12

Line Loans required to be funded by it hereunder within one Business Day of the date required to be funded by it hereunder unless such failure has been cured, (b) has otherwise failed to pay over to the applicable Agent or any other Lender any other amount required to be paid by it hereunder within one Business Day of the date when due, unless the subject of a good faith dispute or unless such failure has been cured, or (c) has been deemed insolvent or become the subject of a bankruptcy or insolvency proceeding.

     “Discount Note” means a non-interest bearing, non-negotiable promissory note denominated in Canadian Dollars, issued by Canadian Borrower to a Non-Acceptance Canadian Lender, substantially in the form of Exhibit F.

     “Discount Proceeds” means proceeds in respect of any Acceptance to be purchased by a Lender under Section 2.03 on any day, in an amount (rounded to the nearest whole Canadian cent, and with one-half of one Canadian cent being rounded up) calculated on such day by dividing:

(a)	the face amount of such Acceptance; by
(b)	the sum of one plus the product of:

(i)	the Discount Rate (expressed as a decimal) applicable to such Acceptance; and
(ii)	a fraction, the numerator of which is the number of days in the term of such Acceptance commencing on the date of acceptance of the Acceptance and ending on, but excluding, the maturity date of such Acceptance, and the denominator of which is 365;

with such product being rounded up or down to the fifth decimal place and .000005 being rounded up.

     “Discount Rate” with respect to an issue of Acceptances with the same maturity date, (a) for a Canadian Lender which is a Schedule I Lender, the CDOR Rate for banker’s acceptances with the applicable term and face value and (b) for a Canadian Lender which is not a Schedule I Lender, the rate determined by Canadian Agent based on the arithmetic average (rounded upwards to the nearest multiple of 0.01%) of the actual discount rates, calculated on the basis of a year of 365 days, for Acceptances for such term and face value accepted by such Lender established in accordance with their normal practices at or about 10:00 A. M. (Toronto time) on the date of issuance of such Acceptances, but not to exceed the actual rate of discount applicable to Acceptances established pursuant to clause (a) for the same Acceptances issued plus ten bps (0.10%) per annum or the rate that would be applicable to such Acceptances if there were a Schedule I Lender.

     “Disposition” has the meaning specified in Section 7.06.

13

     “DPS OPCO Inventory” means Inventory of the Transtar Loan Parties (other than INCO Inventory) the records of which are maintained by the Transtar Loan Parties using the DPS software package.

     “Draft” means a depository bill as defined and issued in accordance with the Depository Bills and Notes Act (Canada) or a bill of exchange in the form used from time to time by each Canadian Lender, respectively, in connection with the creation of bankers’ acceptances in accordance with the provisions of Section 2.03 and payable in Canadian Dollars.

     “Eligible Accounts” means, at any time, the Accounts of the applicable Loan Party except any Account:

     (a) which, at any time that the Obligations are Secured, is not subject to a first priority perfected security interest in favor of Collateral Agent, in the case of Accounts of U.S. Borrower or a Subsidiary Guarantor, or Canadian Agent, in the case of Accounts of Canadian Borrower;

     (b) which is subject to any Lien other than (i) a Lien in favor of Collateral Agent, in the case of Accounts of U.S. Borrower or a Subsidiary Guarantor, or Canadian Agent, in the case of Accounts of Canadian Borrower and (ii) a Permitted Encumbrance which does not have priority over the Lien, if any, in favor of Collateral Agent, in the case of Accounts of U.S. Borrower or a Subsidiary Guarantor, or Canadian Agent, in the case of Accounts of Canadian Borrower;

     (c) with respect to which more than 90 days have elapsed since the date of the original invoice therefor or which is more than 60 days past due;

     (d) with respect to which any of the representations, warranties, covenants, and agreements contained in the Collateral Documents are incorrect or have been breached;

     (e) with respect to which Account (or any other Account due from such Account Debtor), in whole or in part, a check, promissory note, draft, trade acceptance or other instrument for the payment of money has been received, presented for payment and returned uncollected for any reason;

     (f) which represents a progress billing (as hereinafter defined) or as to which the applicable Loan Party has extended the time for payment without the consent of the applicable Agent; for the purposes hereof, “progress billing” means any invoice for goods sold or leased or services rendered under a contract or agreement pursuant to which the Account Debtor’s obligation to pay such invoice is conditioned upon the applicable Loan Party’s completion of any further performance under the contract or agreement;

     (g) with respect to which any one or more of the following events has occurred to the Account Debtor on such Account: death or judicial declaration of

14

incompetency of an Account Debtor who is an individual; the filing by or against the Account Debtor of a request or petition for liquidation, reorganization, arrangement, adjustment of debts, adjudication as a bankrupt, winding-up, or other relief under the bankruptcy, insolvency, or similar laws of the United States, Canada, any state, province or territory thereof, or any foreign jurisdiction, now or hereafter in effect; the making of any general assignment by the Account Debtor for the benefit of creditors; the appointment of a receiver, trustee, receiver and manager, custodian or liquidator for the Account Debtor or for any of the assets of the Account Debtor, including, without limitation, the appointment of or taking possession by a “custodian,” as defined in the Federal Bankruptcy Code of the United States; the institution by or against the Account Debtor of any other type of insolvency proceeding (under the bankruptcy laws of the United States, Canada or otherwise) or of any formal or informal proceeding for the dissolution or liquidation of, settlement of claims against, or winding up of affairs of, the Account Debtor; the sale, assignment, or transfer of all or any material part of the assets of the Account Debtor; the nonpayment generally by the Account Debtor of its debts as they become due; or the cessation of the business of the Account Debtor as a going concern;

     (h) which is owed by an Account Debtor with respect to which twenty-five percent (25%) or more of the aggregate U.S. Dollar amount of outstanding Accounts owed at such time by such Account Debtor are classified as ineligible under clause (c) above;

     (i) owed by an Account Debtor which: (i) does not maintain its chief executive office in the United States of America or Canada; or (ii) is not organized under the laws of the United States of America or Canada or any state or province thereof unless either (x) such Account is fully backed by an irrevocable letter of credit on terms, and issued by a financial institution, acceptable to the applicable Agent, or (y) such Receivables are covered by credit insurance issued by an insurance company and having terms and conditions acceptable to the applicable Agent;

     (j) owed by an Account Debtor which is an Affiliate or employee of either Borrower;

     (k) except as provided in clause (m) below, with respect to which either the perfection, enforceability, or validity of the Collateral Agent’s Liens or the Canadian Agent’s Liens, as the case may be, in such Account, or the Collateral Agent’s or the Canadian Agent’s, as the case may be, right or ability to obtain direct payment to the Collateral Agent or the Canadian Agent of the proceeds of such Account, is governed by any federal, state, or local statutory requirements other than those of the UCC, the PPSA or the CC;

     (l) owed by an Account Debtor to which the applicable Borrower or any of its Subsidiaries is indebted in any way, or which is subject to any right of setoff or recoupment by the Account Debtor, unless the Account Debtor has entered into an agreement acceptable to U.S. Agent or Canadian Agent, as the case may be, to waive

15

setoff rights; or if the Account Debtor thereon has disputed liability or made any claim with respect to any other Account due from such Account Debtor; but in each such case only to the extent of such indebtedness, setoff, recoupment, dispute, or claim;

     (m) which is owed by (i) the government (or any department, agency, public corporation, or instrumentality thereof) of any country other than the U.S. or Canada unless such Account is backed by a letter of credit or other credit support acceptable to such Agent, or (ii) the government of the U.S. or Canada, or any department, agency, public corporation, or instrumentality thereof, unless the Federal Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq. and 41 U.S.C. § 15 et seq.), or Part VII of the Financial Administration Act (Canada) relating to the assignment of federal Crown debts, and any other steps necessary to perfect the Lien of the Collateral Agent in the case of Accounts of U.S. Borrower or a Subsidiary Guarantor, or Canadian Agent, in the case of Accounts of Canadian Borrower, in such Account have been complied with to such Person’s satisfaction;

     (n) which represents a sale on a bill-and-hold, guaranteed sale, sale and return, sale on approval, consignment, or other repurchase or return basis or is issued on a cash on delivery basis;

     (o) which is evidenced by a promissory note or other instrument or by chattel paper;

     (p) if the U.S. Agent or the Canadian Agent, as the case may be, believes, in the exercise of its reasonable judgment, that the prospect of collection of such Account is impaired or that the Account may not be paid by reason of the Account Debtor’s financial inability to pay;

     (q) with respect to which the Account Debtor is located in any State of the United States requiring the filing of a Notice of Business Activities Report or similar report in order to permit the applicable Loan Party to seek judicial enforcement in such State of payment of such Account, unless U.S. Borrower has qualified to do business in such state or has filed a Notice of Business Activities Report or equivalent report for the then current year and except to the extent U.S. Borrower may qualify subsequently as a foreign entity authorized to transact business in such U.S. State and gain access to courts in such State to seek judicial enforcement of such Account, without incurring any cost or penalty reasonably viewed by U.S. Agent to be material in amount, and such later qualification permits judicial enforcement by such Loan Party of payment of such Account;

     (r) which arises out of a sale not made in the ordinary course of the applicable Loan Party’s business;

     (s) with respect to which the goods giving rise to such Account have not been shipped and delivered to and accepted by the Account Debtor or the services giving rise to such Account have not been performed by the applicable Loan Party, and, if applicable, accepted by the Account Debtor, or the Account Debtor revokes its acceptance of such goods or services; or

16

     (t) owed by an Account Debtor which is obligated in respect of Accounts the aggregate unpaid balance of which exceeds fifteen percent (15%) of the aggregate unpaid balance of all Accounts owed to U.S. Borrower and the Subsidiary Guarantors as a whole or to Canadian Borrower, as applicable, at such time, but only to the extent of such excess.

     “Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 10.06(b)(iii), (v) and (vi) (subject to such consents, if any, as may be required under Section 10.06(b)(iii)).

     “Eligible Inventory” means, at any time, the Inventory owned by the applicable Loan Party except any Inventory:

     (a) which at any time that the Obligations are Secured is not subject to a first priority (except for any prior landlord’s liens) perfected Lien in favor of Collateral Agent, in the case of Inventory of U.S. Borrower, or Canadian Agent, in the case of Inventory of Canadian Borrower;

     (b) which is subject to any Lien other than (i) a Lien in favor of Collateral Agent in the case of Inventory of U.S. Borrower, or Canadian Agent in the case of Inventory of Canadian Borrower and (ii) a Permitted Encumbrance that does not have priority (except for any prior landlords’ liens) over the Lien, if any, in favor of Collateral Agent, in the case of Inventory of U.S. Borrower, or Canadian Agent, in the case of Inventory of Canadian Borrower;

     (c) that is not owned by the applicable Borrower;

     (d) that does not consist of finished goods, mill products or raw materials;

     (e) that consists of scrap metal, work-in-process, chemicals, samples, prototypes, supplies, or packing and shipping materials;

     (f) that is not currently either usable or salable in the normal course of the applicable Borrower’s business, or that is slow moving (other than INCO Inventory), obsolete or stale;

     (g) that is located outside the United States of America or Canada (or that is in-transit from vendors or suppliers, not including any Loan Party);

     (h) which is located in any location leased by the applicable Borrower unless (i) the lessor has delivered to the Collateral Agent or Canadian Agent, as applicable, a Collateral Access Agreement or (ii) a reserve for two months rent, charges, and other amounts due or to become due with respect to such facility has been established by such Agent in its Permitted Discretion;

17

     (i) which contains or bears any intellectual property rights licensed to Borrowers unless the applicable Agent is satisfied that it may sell or otherwise dispose of such Inventory without (i) infringing the rights of such licensor, (ii) violating any contract with such licensor, or (iii) incurring any liability with respect to payment of royalties other than royalties incurred pursuant to sale of such Inventory under the current licensing agreement;

     (j) that is located at any location in the United States at which the total Inventory at such location has a value of less than $350,000;

     (k) that is Inventory placed on consignment; or

     (l) that represents Inventory not reflected on the applicable Loan Party’s general ledger.

     “Environmental Laws” means all laws relating to environmental matters, including those relating to (i) fines, orders, injunctions, penalties, damages, contribution, cost recovery compensation, losses or injuries resulting from the Release or threatened Release of Hazardous Materials and to the generation, use, storage, importation, or disposal of Hazardous Materials, in any manner applicable to U.S. Borrower or any of its Subsidiaries or any of their respective properties, including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. § 9601 et seq.), the Hazardous Material Transportation Act (49 U.S.C. § 1801 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.), the Federal Water Pollution Control Act (33 U.S.C. § 1251 et seq.), the Safe Drinking Water Act (42 U.S.C. § 300f et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), the Occupational Safety and Health Act (29 U.S.C. § 651 et seq.), and the Emergency Planning and Community Right-to-Know Act (42 U.S.C. § 11001 et seq.), and (ii) environmental protection, including the National Environmental Policy Act (42 U.S.C. § 4321 et seq.), and comparable state, provincial, territorial and foreign laws, each as amended or supplemented, and any similar or analogous local, state, federal and foreign statutes and regulations promulgated pursuant thereto, each as in effect as of the date of determination.

     “Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

     “ERISA” means the Employee Retirement Income Security Act of 1974.

18

     “ERISA Affiliate” means U.S. Borrower and (i) any corporation that is a member of a controlled group of corporations within the meaning of Section 414(b) of the Code of which U.S. Borrower is a member; (ii) any trade or business (whether or not incorporated) which is a member of a group of trades or businesses under common control within the meaning of Section 414(c) of the Code of which U.S. Borrower is a member; and (iii) any member of an affiliated service group within the meaning of Section 414(m) or (o) of the Code of which U.S. Borrower, any corporation described in clause (i) above or any trade or business described in clause (ii) above is a member.

     “ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by a Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by U.S. Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon U.S. Borrower or any ERISA Affiliate.

     “Eurodollar Base Rate” has the meaning specified in the definition of Eurodollar Rate.

     “Eurodollar Rate” means for any Interest Period with respect to a Eurodollar Rate Loan, a rate per annum determined by the applicable Agent pursuant to the following formula:

Eurodollar Rate  =	Eurodollar Base Rate
	1.00 – Eurodollar Reserve Percentage

Where,

     “Eurodollar Base Rate” means, for such Interest Period the rate per annum equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by Agent from time to time) at approximately 11:00 A. M., London time, two Business Days prior to the commencement of such Interest Period, for U.S. Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period. If such rate is not available at such time for any reason, then the “Eurodollar Base Rate” for such Interest Period shall be the rate per annum determined by the applicable Agent to be the rate at which deposits in U.S. Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the

19

Eurodollar Rate Loan being made, continued or converted by Bank of America or Bank of America Canada, as applicable, and with a term equivalent to such Interest Period would be offered by Bank of America’s London Branch to major banks in the London interbank eurodollar market at their request at approximately 11:00 A. M. (London time) two Business Days prior to the commencement of such Interest Period.

     “Eurodollar Rate Loan” means a Committed Loan that bears interest at a rate based on the Eurodollar Rate.

     “Eurodollar Reserve Percentage” means, for any day during any Interest Period, the reserve percentage (expressed as a decimal, carried out to five decimal places) in effect on such day, whether or not applicable to any Lender, under regulations issued from time to time by the FRB for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to Eurocurrency funding (currently referred to as “Eurocurrency liabilities”). The Eurodollar Rate for each outstanding Eurodollar Rate Loan shall be adjusted automatically as of the effective date of any change in the Eurodollar Reserve Percentage.

     “Event of Default” has the meaning specified in Section 8.01.

     “Excess Cash Flow” means, for any fiscal year of U.S. Borrower, the excess (if any) of (a) Consolidated EBITDA for such fiscal year less (b) the sum (for such fiscal year) of (i) Interest Charges actually paid in cash by U.S. Borrower and its Subsidiaries, (ii) scheduled principal repayments, to the extent actually made, of Term A Loans pursuant to Section 2.08(a), (iii) optional and mandatory prepayments of Term A Loans made pursuant to Section 2.06, (iv) scheduled principal payments, to the extent actually made, of the Noteholder Indebtedness, (v) optional prepayments of the Noteholder Indebtedness made pursuant Section 4B. of the Note Agreement, (vi) all principal payments and principal prepayments of Indebtedness of the type described in clauses (i), (iii) and (iv) of the definition of Indebtedness (other than that described in the foregoing clauses (ii), (iii), (iv) and (v)) which provides for non-revolving installment payments of principal, (vii) all income taxes actually paid in cash by U.S. Borrower and its Subsidiaries, (viii) Capital Expenditures actually made by U.S. Borrower and its Subsidiaries in such fiscal year, (ix) dividends paid by U.S. Borrower on its Equity Interests not to exceed $0.15 per share in any fiscal quarter and (x) amounts paid to effect repurchases of U.S. Borrower’s Equity Interests not to exceed $3,000,000 in any fiscal year.

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

     “Exchange Rate” means, on any day, (a) with respect to Canadian Dollars in relation to U.S. Dollars, the spot rate at which U.S. Dollars are offered on such day by Bank of America in New York City for Canadian Dollars at approximately 12:00 p.m. (New York City time), and (b) with respect to U.S. Dollars in relation to Canadian Dollars, the spot rate at which Canadian Dollars are offered on such day by Bank of America in New York City for U.S. Dollars at approximately 12:00 p.m. (New York City time), as quoted generally to customers of Bank of America.

20

     “Excluded Collateral” means (i) any property (whether currently existing or subsequently acquired) subject to a Lien permitted under Section 7.04, to the extent the agreement creating such Lien prohibits additional Liens on such property; (ii) cash sufficient to secure U.S. Borrower’s or any of its Subsidiary’s obligations to pay its workmen’s compensation benefits including obligations to any Person providing surety, insurance, letters of credit or other credit support so long as such cash does not secure any obligation for any other purpose; (iii) all properties and assets of Canadian Borrower and any successor holder of such assets; (iv) all property purchased with proceeds of the note issued pursuant to the Loan Agreement, dated as of November 1, 1994, between U.S. Borrower and the City of Hammond, Indiana; (v) other property with a de minimis fair market value, that individually or in the aggregate with all other such property, is not material to the continued business operations of U.S. Borrower or the Subsidiary which owns such property; and (vi) any leasehold interest in any real property leased by U.S. Borrower or any Subsidiary the termination of which would not result in a Material Adverse Effect.

     “Excluded Taxes” means, with respect to Agents, any Lender, any L/C Issuer or any other recipient of any payment to be made by or on account of any obligation of Borrowers hereunder or under any other Loan Document, (a) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized, has a permanent establishment or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located, and (b) any branch profits taxes imposed by the United States or any similar tax imposed by Canada or any other jurisdiction in which a Borrower is located, and (c) any withholding tax that is imposed by the United States, Canada or any other jurisdiction in which a Borrower is located to the extent such tax (i) is in effect and would apply as of the date such Agent, Lender or L/C Issuer becomes a party to this Agreement or (ii) relates to such payments that would be made to any new applicable lending office designated by such Lender and is in effect and would apply as of the time of such designation, and (d) any withholding tax that is attributable to such Lender’s or L/C Issuer’s failure to comply with Section 3.01(e), as applicable, except (i) as a result of any Change in Law, or (ii) to the extent the relevant Lender (or its assignee) was entitled, at the time of designation of a new lending office (or at the time of assignment) to receive additional amounts from the relevant Borrower with respect to such withholding tax pursuant to Section 3.01(a).

     “Existing Letters of Credit” means the letters of credit listed on Schedule 2.04.

     “Extraordinary Receipt” means any cash received by or paid to or for the account of any Person not in the ordinary course of business in respect of proceeds of insurance (other than proceeds of business interruption insurance to the extent such proceeds constitute compensation for lost earnings) or condemnation awards (and payments in lieu thereof).

21

     “Facility” means the Term A Facility, the U.S. Revolving Credit Facility or the Canadian Committed Loan Facility, as the context may require.

     “Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by U.S. Agent.

     “Financial Covenant” means any covenant (or substantially equivalent default provision) which requires U.S. Borrower to attain or maintain a prescribed level of financial condition, financial achievement or results of operations or cash flow or prohibits U.S. Borrower from taking specified actions (such as incurring Debt, selling assets, making distributions or making investments) unless it will be in compliance with such a prescribed level immediately thereafter, including, without limitation, covenants of the type contained in Article VII.

     “Foreign Lender” means any Lender that is organized under the laws of a jurisdiction other than that in which U.S. Borrower is resident for tax purposes. For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

     “Foreign Subsidiary” means a Subsidiary organized or formed under the laws of a jurisdiction other than a State of the United States or the District of Columbia.

     “FRB” means the Board of Governors of the Federal Reserve System of the United States.

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

     “Funded Debt” means with respect to any Person, all Debt which would, in accordance with GAAP, be required to be classified as a long term liability on the balance sheet of such Person prepared in accordance with GAAP, and without limiting the generality of the foregoing shall also include, without limitation (i) any Indebtedness which by its terms or by the terms of any instrument or agreement relating thereto matures, or which is otherwise payable or unpaid, more than 365 days from the date of

22

creation thereof, (ii) any Indebtedness outstanding under a revolving credit or similar agreement providing for borrowings (and renewals and extensions thereof) which would, in accordance with GAAP, be required to be classified as a long term liability of such Person, and (iii) any Guaranties of such Person with respect to Funded Debt of another Person.

     “GAAP” means generally accepted accounting principles in effect from time to time in the United States.

     “Governmental Authority” means (a) the government of (i) the United States of America or any State or other political subdivision thereof, or (ii) any jurisdiction in which U.S. Borrower or any Subsidiary, including Canadian Borrower, conducts all or any part of its business, or which asserts jurisdiction over any properties of U.S. Borrower or any Subsidiary, including Canadian Borrower, or (b) any entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government.

     “Guaranties” means all obligations (other than endorsements in the ordinary course of business of negotiable instruments for deposit or collection) of a Person guaranteeing, or in effect guaranteeing, any Indebtedness, dividend or other obligation of any other Person in any manner, whether directly or indirectly, including, without limitation, all obligations incurred through an agreement, contingent or otherwise, by such Person: (i) to purchase such Indebtedness or obligation or any property or assets constituting security therefor; (ii) to advance or supply funds (x) for the purchase or payment of such Indebtedness or obligation, (y) to maintain working capital or other balance sheet condition, or (z) otherwise to advance or make available funds for the purchase or payment of such Indebtedness or obligation; (iii) to lease property or to purchase securities or other property or services primarily for the purpose of assuring the owner of such Indebtedness or obligation against loss in respect thereof; or (iv) otherwise to assure the owner of the Indebtedness or obligation against loss in respect thereof. For the purposes of all computations made under this Agreement, Guaranties in respect of any Indebtedness for borrowed money shall be deemed to be Indebtedness equal to the principal amount of such Indebtedness for borrowed money which has been guaranteed, and Guaranties in respect of any other obligation or liability or any dividend shall be deemed to be Indebtedness equal to the maximum aggregate amount of such obligation, liability or dividend.

     “Hammond Letter of Credit” means the letter of credit issued in connection with the transactions contemplated by the Operative Documents.

     “Hazardous Materials” means (i) any chemical, material or substance defined as or included in the definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,” “extremely hazardous waste,” “restricted hazardous waste,” or “toxic substances” or “pollutant” or words of similar import under any Environmental Laws; (ii) any oil, petroleum or petroleum derived substance, any drilling fluid, produced water or other waste associated with the exploration, development or production of crude oil, any

23

flammable substance or explosive, any radioactive material, any hazardous waste or substance, any toxic waste or substance or any other material or pollutant that (x) poses a hazard to any property of U.S. Borrower or any of its Subsidiaries or to Persons on or about such property, or (y) causes such property to be in violation of any Environmental Law; (iii) any friable asbestos, urea formaldehyde foam insulation, electrical equipment which contains any oil or electric fluid with levels of polychlorinated biphenyls in excess of fifty parts per million; and (iv) any other chemical, material or substance, exposure to which is prohibited, limited or regulated by any governmental authority.

     “INCO Inventory” means pre-2000 extrusion and tubing inventory that was obtained by the Transtar Loan Parties through the acquisition of Tiernay Metals.

     “Indebtedness” means for any Person, without duplication, all (i) obligations for borrowed money or to pay the deferred purchase price of property or assets (except trade account payables), (ii) obligations secured by any Lien upon property or assets owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligations, (iii) obligations created or arising under any conditional sale or other title retention agreement with respect to property acquired, notwithstanding the fact that the rights and remedies of the seller, lender or lessor under such agreement in the event of default are limited to repossession or sale of property, (iv) Capitalized Lease Obligations, and (v) Guaranties of obligations of others of the character referred to in the foregoing clauses (i) through (iv).

     “Indemnified Taxes” means Taxes other than Excluded Taxes.

     “Indemnitees” has the meaning specified in Section 10.04(b).

     “Information” has the meaning specified in Section 10.07.

     “Interbank Reference Rate” means, in respect of any currency, the interest rate expressed as a percentage per annum which is customarily used by Canadian Agent when calculating interest due by it or owing to it arising from correction of errors in transactions in that currency between it and other banks.

     “Interest Charges” means, with respect to any period, the sum (without duplication) of the following (in each case, eliminating all offsetting debits and credits between U.S. Borrower and its Subsidiaries and all other items required to be eliminated in the course of the preparation of consolidated financial statements of U.S. Borrower and its Subsidiaries in accordance with GAAP): (a) all interest in respect of Debt of U.S. Borrower and its Subsidiaries (including, without limitation, imputed interest on Capitalized Lease Obligations) deducted in determining Consolidated Net Income for such period, together with all interest capitalized or deferred during such period and not deducted in determining Consolidated Net Income for such period, and (b) all debt discount and expense amortized or required to be amortized in the determination of Consolidated Net Income for such period.

24

     “Interest Payment Date” means, (a) as to any Loan other than a Base Rate Loan or a Canadian Prime Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date; provided, however, that if any Interest Period for a Eurodollar Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan or a Canadian Prime Rate Loan (including a U.S. Swing Line Loan), the last Business Day of each March, June, September and December and the Maturity Date.

     “Interest Period” means, as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date one, two, three or six months thereafter, as selected by a Borrower in its Committed Loan Notice; provided that:

     (a) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

     (b) any Interest 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 Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

     (c) no Interest Period shall extend beyond the Maturity Date.

     “Internal Control Event” means a fraud that involves management or other employees who have a significant role in U.S. Borrower’s internal controls over financial reporting.

     “Inventory” means inventory as defined in the Uniform Commercial Code of the State of Illinois and in the Canadian Security Documents.

     “Investment Grade” means in respect of any obligation that such obligation (i) has a rating of Baa3 or greater by Moody’s or a rating of BBB- or greater by S&P; or (ii) in the judgment of Required U.S. Lenders and the Other Senior Creditors constituting “Majority Secured Parties” (as defined in the Collateral Agency and Intercreditor Agreement), has a credit quality equal to or better than one which would be afforded by either of the ratings described in clause (i) of this definition.

     “Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or interest in, another Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit or all or a

25

substantial part of the business of, such Person. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

     “IRS” means the United States Internal Revenue Service.

     “ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance).

     “Issuer Documents” means with respect to any Letter of Credit, the L/C Application, and any other document, agreement and instrument entered into by a L/C Issuer and a Borrower (or any Subsidiary) or in favor of the applicable L/C Issuer and relating to such Letter of Credit.

     “JDE OPCO Inventory” means Inventory of the Transtar Loan Parties (other than the INCO Inventory) the records of which are maintained by the Transtar Loan Parties using the JD Edwards software package.

     “Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations, standards, requirements, policies, directives, orders, judgments, decrees, awards, notices, requests and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

     “L/C Advance” means, with respect to each U.S. Revolving Credit Lender and each Canadian Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Applicable Percentage of the U.S. Revolving Credit Facility, in the case of U.S. Lenders, or its Applicable Percentage of the Canadian Committed Loan Facility, in the case of Canadian Lenders.

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

     “L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Committed Borrowing on such date.

     “L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.

26

     “L/C Expiration Date” means the day that is thirty days prior to the Maturity Date then in effect (or, if such day is not a Business Day, the next preceding Business Day).

     “L/C Fee” has the meaning specified in Section 2.04(i).

     “L/C Issuers” means, collectively, U.S. L/C Issuer and Canadian L/C Issuer.

     “L/C Obligations” means, collectively, the Canadian L/C Obligations and the U.S. L/C Obligations.

     “Lenders” means U.S. Lenders and Canadian Lenders.

     “Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify Borrowers and Agents.

     “Letter of Credit” means a U.S. Letter of Credit or a Canadian Letter of Credit.

     “Lien” means any mortgage, pledge, security interest, encumbrance, lien, hypothec or charge of any kind; including any agreement to grant any of the foregoing, any conditional sale or other title retention agreement, any lease in the nature thereof, including a Capitalized Lease, and the filing of or agreement to file any financing or similar statement under the UCC, PPSA or CC in connection with any of the foregoing.

     “LIFO Reserve” means the difference between the cost of inventory using the last-in, first-out (“LIFO”) method of valuing inventory under GAAP and the cost of inventory using the replacement cost method under GAAP, so long as U.S. Borrower and its Subsidiaries are reporting the value of their inventory under the LIFO method for purposes of GAAP.

     “Loan Documents” means this Agreement, each Note, each Acceptance, Draft or Discount Note, each Issuer Document, the Agent Fee Letter, the Collateral Agency and Intercreditor Agreement, each Collateral Document, the Subsidiary Guarantee and the Parent Guaranty.

     “Loan Parties” means, collectively, Borrowers and each Subsidiary Guarantor.

     “Loans” means the Canadian Loans (including Acceptances) and the U.S. Loans.

     “Material Adverse Effect” means (i) a material adverse effect on the business, assets, properties, profits, prospects, operations or condition, financial or otherwise, of U.S. Borrower and its Subsidiaries, on a consolidated basis, (ii) the impairment of the ability of U.S. Borrower or Canadian Borrower to perform their respective obligations under this Agreement, or (iii) the impairment of the ability of Agents and Lenders to enforce Borrowers’ and the other Loan Parties’ obligations under this Agreement or any Loan Document to which it is a party.

27

     “Material Contract” means, with respect to any Person, each contract to which such Person is a party involving aggregate consideration payable to or by such Person of $20,000,000 or more in any year or otherwise material to the business, condition (financial or otherwise), operations, performance, properties or prospects of such Person.

     “Maturity Date” means September 5, 2011; provided, however that if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day.

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

     “Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which U.S. Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

“Net Cash Proceeds” means:

     (a) with respect to any Disposition by any Loan Party (other than Canadian Borrower) or any of its Subsidiaries (other than any Foreign Subsidiary), or any Extraordinary Receipt received or paid to the account of any Loan Party (other than Canadian Borrower) or any of its Subsidiaries (other than any Foreign Subsidiary), the excess, if any, of (i) the sum of cash and Cash Equivalents received in connection with such transaction (including any cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) over (ii) the sum of (A) the principal amount of any Indebtedness that is secured by the applicable asset and that is required to be repaid in connection with such transaction (other than Indebtedness under the Loan Documents), (B) the reasonable and customary out-of-pocket expenses incurred by such Loan Party or such Subsidiary in connection with such transaction and (C) income taxes reasonably estimated to be actually payable within two years of the date of the relevant transaction as a result of any gain recognized in connection therewith; provided that, if the amount of any estimated taxes pursuant to subclause (C) exceeds the amount of taxes actually required to be paid in cash in respect of such Disposition, the aggregate amount of such excess shall constitute Net Cash Proceeds; and

     (b) with respect to the sale or issuance of any Equity Interest by U.S. Borrower or any of its Subsidiaries (other than any Foreign Subsidiary), or the incurrence or issuance of any Indebtedness by any Loan Party (other than Canadian Borrower) or any of its Subsidiaries (other than any Foreign Subsidiary), the excess of (i) the sum of the cash and Cash Equivalents received in connection with such transaction over (ii) the underwriting discounts and commissions, and other reasonable and customary out-of-pocket expenses, incurred by such Loan Party or such Subsidiary in connection therewith.

     “Net PP&E” means, at any time, the net book value of the applicable Borrower’s property, plant and equipment determined in accordance with GAAP as set forth in the most recent financial statements delivered pursuant to Section 6.06.

28

     “Net Working Capital” means the sum of (i) the consolidated current assets of U.S. Borrower and its Subsidiaries determined in accordance with GAAP and (ii) 75% of the LIFO Reserve, less the consolidated current liabilities (excluding Current Debt and Current Maturities of Funded Debt) of U.S. Borrower and its Subsidiaries determined in accordance with GAAP.

     “Non-Acceptance Canadian Lender” has the meaning specified in Section 2.03(i).

     “Non-U.S. Plan” means any pension, retirement, superannuation or similar policy or arrangement sponsored, maintained or contributed to by either Borrower or any Subsidiary Guarantor in a jurisdiction other than the United States.

     “Note” means a promissory note made by a Borrower in favor of a Lender evidencing Loans made by such Lender, substantially in the form of Exhibit D.

     “Note Agreement” shall mean the Note Agreement, dated as of November 17, 2005, among U.S. Borrower The Prudential Insurance Company of America and Prudential Retirement Insurance and Annuity Company, as the same may be amended, restated or otherwise modified from time to time.

     “Noteholder Indebtedness” shall mean the indebtedness of U.S. Borrower under the Notes issued by the Company pursuant to the Note Agreement.

     “Notice of Drawing” has the meaning specified in Section 2.03(c).

     “Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit or under any Swap Contract with any Lender or any Affiliate of any Lender and also including Treasury Management Obligations, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

     “Off-Balance Sheet Liabilities” means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with U.S. Borrower is a party, under which the U.S. Borrower or any Subsidiary has:

     (a) any obligation under a guarantee contract that has any of the characteristics identified in paragraph 3 of FASB Interpretation No. 45, Guarantor’s Accounting and Disclosure Requirements for Guarantees, including Indirect Guarantees of Indebtedness of Others (November 2002) (“FIN 45”), as may be modified or supplemented, and that is not excluded from the initial recognition and measurement provisions of FIN 45 pursuant to paragraphs 6 or 7 of that Interpretation;

29

     (b) a retained or contingent interest in assets transferred to an unconsolidated entity or similar arrangement that serves as credit, liquidity or market risk support to such entity for such assets;

     (c) any obligation, including a contingent obligation, under a contract that would be accounted for as a derivative instrument, except that it is both indexed to U.S. Borrower’s own stock and classified in stockholders’ equity in U.S. Borrower’s statement of financial position, and therefore excluded from the scope of FASB Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities (June 1998), pursuant to paragraph 11(a) of the Statement, as may be modified or supplemented; or

     (d) any obligation, including a contingent obligation, arising out of a variable interest (as referenced in FASB Interpretation No. 46, Consolidation of Variable Interest Entities (January 2003), as may be modified or supplemented) in an unconsolidated entity that is held by, and material to, U.S. Borrower or any Subsidiary, where such entity provides financing, liquidity, market risk or credit risk support to, or engages in leasing, hedging or research and development services with, U.S. Borrower or any Subsidiary.

     “Operative Documents” means (i) the Trust Indenture, dated as of November 1, 1994, naming NBD Bank, N.A., a national banking association of Detroit, Michigan, as trustee (the “Trustee”), and NBD Bank, N.A., a national banking association of Indianapolis, as co-trustee, and the City of Hammond, Indiana, as issuer (the “Issuer”) of the Issuers Adjustable Rate Economic Development Revenue Bonds (A. M. Castle & Co. Project), Series 1994 (the “Bonds”), (ii) the Loan Agreement, dated as of November 1, 1994, between U.S. Borrower and the Issuer, (iii) the Pledge and Security Agreement, dated as November 1, 1994, among U.S. Borrower, Bank of America (assignee of the successor by merger of NBD Bank, N.A.) and the Trustee and each other agreement or instrument related thereto, as the same have been and may in the future be assigned, amended, modified, supplemented or restated.

     “Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws and shareholders declaration or unanimous shareholders agreement (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

     “Other Senior Creditors” means the following parties or their permitted successor and/or assigns: (i) The Prudential Insurance Company of America, (ii)

30

Prudential Retirement Insurance and Annuity Company, (iii) The Northern Trust Company, and (iv) any other holders of Debt of U.S. Borrower incurred after the Closing Date in compliance with Section 7.02.

     “Other Senior Debt” means Debt of U.S. Borrower and/or its Subsidiaries (i) owed pursuant to the Note Agreement, dated as of November 17, 2005, among U.S. Borrower, The Prudential Insurance Company of America and Prudential Retirement Insurance and Annuity Company, as amended by a First Amendment to Note Agreement, dated as of September 5, 2006, as amended, restated, supplemented or otherwise modified from time to time, in an aggregate principal amount not in excess of $75,000,000, (ii) owed pursuant to the Amended and Restated Trade Acceptance Purchase Agreement, dated as of September 5, 2006, between U.S. Borrower and The Northern Trust Company, as amended, restated, supplemented or otherwise modified from time to time, in an aggregate principal amount not in excess of $10,000,000, and (iii) Debt of U.S. Borrower incurred after the Closing Date in compliance with Section 7.02.

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

     “Outstanding Amount” means (i) with respect to Committed Loans and U.S. Swing Line Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Committed Loans and U.S. Swing Line Loans, as the case may be, occurring on such date; and (ii) with respect to any L/C Obligations on any date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by Borrowers of Unreimbursed Amounts.

     “Parent Guarantee Agreement” means the Guarantee Agreement, dated as of the date hereof, by U.S. Borrower in favor of Canadian Agent, Canadian L/C Issuer and Canadian Lenders.

     “Participant” has the meaning specified in Section 10.06(d).

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

     “Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by U.S. Borrower or any ERISA Affiliate or to which U.S. Borrower or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five plan years, and any similar Canadian plan.

31

     “Permitted Discretion” means a determination made by an Agent in its discretion exercised in a commercially reasonable manner.

     “Permitted Encumbrance” means Liens permitted by Section 7.04.

     “Person” means any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization or government or any governmental authority, agency or political subdivision.

     “Plan” means any employee pension benefit plan, as defined in Section 3(2) of ERISA, that has been established by, or contributed to, or is maintained by U.S. Borrower, any Subsidiary or any ERISA Affiliate.

     “Platform” has the meaning specified in Section 6.06.

     “PPSA” means the Personal Property Security Act as in effect in any applicable jurisdiction.

     “Pro Rata Share” means, as to any U.S. Lender, the percentage which the sum of (i) such U.S. Lender’s U.S. Revolving Credit Commitment, plus (ii) the outstanding principal amount of the Term A Loans of such U.S. Lender represents of the sum of (x) all U.S. Revolving Credit Commitments, plus (y) the outstanding principal amount of all Term A Loans.

     “Public Lender” has the meaning specified in Section 6.06.

     “Receivables Purchase Agreement” means any agreement pursuant to which one or more of U.S. Borrower or any Subsidiary sells its accounts receivable as a means of providing it working capital for its business operations.

     “Register” has the meaning specified in Section 10.06(c).

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

     “Release” means any release, spill, emission, leaking, pumping, pouring, emptying, dumping, injection, escaping, deposit, disposal, discharge, dispersal, leaching or migration into the indoor or outdoor environment (including the abandonment or disposal of any barrel, container or other closed receptacle containing any Hazardous Material), or into or out of any Facility, including the movement of any Hazardous Material through the air, soil, surface water, groundwater or property.

32

     “Rentals” means as of the date of any determination thereof, all fixed payments (including all payments which the lessee is obligated to make to the lessor on termination of the lease or surrender of the property) payable by U.S. Borrower or a Subsidiary, as lessee or sublessee under a lease of real or personal property, but exclusive of any amounts required to be paid by U.S. Borrower or a Subsidiary (whether or not designated as rents or additional rents) on account of maintenance, repairs, insurance, taxes, assessments, amortization and similar charges. Fixed rents under any so-called “percentage leases” shall be computed on the basis of the minimum rents, if any, required to be paid by the lessee, regardless of sales volume or gross revenues.

     “Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived.

     “Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Committed Loans, a Committed Loan Notice, (b) with respect to an L/C Credit Extension, a L/C Application, and (c) with respect to a U.S. Swing Line Loan, a Swing Line Loan Notice.

     “Required Canadian Lenders” means, as of any date of determination, Canadian Lenders having more than 50% of the Aggregate Canadian Commitments or, if the commitment of each Canadian Lender to make Loans and the obligation of Canadian L/C Issuer to make Canadian L/C Credit Extensions have been terminated pursuant to Section 8.02, Canadian Lenders holding in the aggregate more than 50% of the Total Canadian Outstandings (with the aggregate amount of each Canadian Lender’s risk participation and funded participation in Canadian L/C Obligations being deemed “held” by such Canadian Lender for purposes of this definition); provided that the Commitment of, and the portion of the Total Canadian Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Canadian Lenders.

     “Required Lenders” means, as of any date of determination, Lenders having more than 50% of the Aggregate Commitments or, if the commitment of each Lender to make Loans and the obligation of each L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02, Lenders holding in the aggregate more than 50% of the Total Outstandings (with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations and U.S. Swing Line Loans being deemed “held” by such Lender for purposes of this definition); provided that the Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders. For purposes of determining Required Lenders, any amounts denominated in Canadian Dollars shall be translated into the U.S. Dollar Equivalent at the Exchange Rate in effect on the date of determination thereof.

     “Required Term A Lenders” means, as of any date of determination, U.S. Lenders holding more than 50% of the outstanding principal amount of the Term A Loans.

33

     “Required U.S. Lenders” means, as of any date of determination, U.S. Lenders holding more than 50% of the sum of (a) Total U.S. Outstandings (with the aggregate amount of each U.S. Revolving Credit Lender’s risk participation and funded participation in U.S. L/C Obligations and U.S. Swing Line Loans being deemed “held” by such U.S. Revolving Credit Lender for purposes of this definition) and (b) the aggregate unused U.S. Revolving Credit Commitments; provided that the Commitment of, and the portion of the Total U.S. Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required U.S. Lenders.

     “Required U.S. Revolving Credit Lenders” means, as of any date of determination, U.S. Lenders holding more than 50% of the sum of (a) Total U.S. Revolving Credit Outstandings (with the aggregate amount of each U.S. Revolving Credit Lender’s risk participation and funded participation in U.S. L/C Obligations and U.S. Swing Line Loans being deemed “held” by such U.S. Revolving Credit Lender for purposes of this definition) and (b) the aggregate unused U.S. Revolving Credit Commitments; provided that the Commitment of, and the portion of the Total U.S. Revolving Credit Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required U.S. Revolving Credit Lenders.

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

     “Restricted Investments” means any Investments of U.S. Borrower and its Subsidiaries other than:

     (a) Investments in existing and hereafter created or designated Subsidiaries and any Person that concurrently with such Investment becomes a Subsidiary;

     (b) Investments in (A) commercial paper of a domestic issuer maturing in 270 days or less from the date of issuance which is rated P-2 or better by Moody’s or A-2 or better by S&P, (B) certificates of deposit or banker’s acceptances issued by commercial banks or trust companies located in the United States of America and organized under its laws or the laws of any state thereof each having a combined capital, surplus and undivided profits of $100,000,000 or more, (C) obligations of or fully guaranteed by the United States of America or an agency thereof maturing within three years from the date of acquisition, (D) municipal securities maturing within three years from the date of acquisition which are rated in one of the top two rating classifications by at least one national rating agency, or (E) money market instrument programs which are classified as current assets in accordance with GAAP;

34

     (c) Extensions of credit in the nature of accounts receivable or notes receivable arising from the sale of goods and services in the ordinary course of business;

     (d) Shares of stock, obligations or other securities received in settlement of claims arising in the ordinary course of business;

     (e) Participations in notes maturing within 60 days which are rated P-2 or better by Moody’s or A-2 or better by S&P;

     (f) Advances to officers, employees, subcontractors or suppliers not exceeding $5,000,000 in the aggregate; and

     (g) Investments existing as of the date of this Agreement and described in the attached Schedule 1.01.

     “Revolving Loan Facility” means a loan agreement or similar facility pursuant to which a lender or lenders provides revolving loans to U.S. Borrower or any Subsidiary for the primary purpose of financing such Person’s ongoing business operations, whether such agreement or facility is secured or unsecured. For the avoidance of doubt, no Receivables Purchase Agreement shall constitute a Revolving Loan Facility.

     “Schedule I Lender” means any Canadian Lender named on Schedule I to the Bank Act (Canada).

     “SEC” means the Securities and Exchange Commission, or any United States governmental authority succeeding to any of its principal functions.

     “Secured” means (i) in the case of U.S. Borrower, the U.S. Obligations of U.S. Borrower are secured by Liens on property of U.S. Borrower and Significant Subsidiaries pursuant to U.S. Security Documents executed and delivered by U.S. Borrower and Significant Subsidiaries pursuant to the Collateral Agency and Intercreditor Agreement, and (ii) in the case of Canadian Borrower, the Obligations of Canadian Borrower are secured by Liens on property of Canadian Borrower in favor of Canadian Agent pursuant to Canadian Security Documents executed and delivered by Canadian Borrower.

     “Senior Financial Officer” means the chief financial officer, principal accounting officer, treasurer or comptroller of U.S. Borrower.

     “Significant Subsidiary” means all Subsidiaries of U.S. Borrower other than: (i) Foreign Subsidiaries, and (ii) any other Subsidiary of U.S. Borrower which is not required to be a Subsidiary Guarantor pursuant to the provisions of the first sentence of Section 6.12 so long as such Subsidiary described in the foregoing has not guaranteed any Debt of U.S. Borrower or any other Subsidiary Guarantor (other than the Debt outstanding under this Agreement and the Other Senior Debt).

     “Solvent” and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the fair value of the property of such Person is greater

35

than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature, (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital, and (e) such Person is able to pay its debts and liabilities, contingent obligations and other commitments as they mature in the ordinary course of business. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

     “S&P” means Standard & Poor’s Ratings Services, a division of the McGraw-Hill Companies, Inc., and any successor thereto.

     “Subsidiary” means any Person a majority or more of the shares of Voting Stock of which, or in the case of a Person which is not a corporation a majority or more of the equity of which, is owned or controlled, directly or indirectly, by U.S. Borrower. Unless otherwise specified, all references herein to a “Subsidiary” or “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of either Borrower.

     “Subsidiary Guarantee Agreement” means the Guarantee Agreement, dated as of the date hereof, by Subsidiary Guarantors in favor of U.S. Agent, U.S. L/C Issuer and U.S. Lenders, as amended, restated, supplemented or otherwise modified from time to time.

     “Subsidiary Guarantor” means any Subsidiary that is a party to the Subsidiary Guarantee Agreement as of the Closing Date and each other Person which delivers a joinder agreement to the Subsidiary Guarantee Agreement pursuant to Section 6.12 hereof, together with the respective successors and assignee of each of the foregoing entities, unless and until released in accordance with the terms of this Agreement or the Subsidiary Guarantee Agreement.

     “Supermajority Lenders” means, as of any date of determination, Lenders having more than 66-2/3% of the Aggregate Commitments or, if the commitment of each Lender to make Loans and the obligation of each L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02, Lenders holding in the aggregate more than 66-2/3% of the Total Outstandings (with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations and U.S. Swing Line Loans being deemed “held” by such Lender for purposes of this definition); provided that the Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Supermajority Lenders. For purposes of determining Supermajority

36

Lenders, any amounts denominated in Canadian Dollars shall be translated into the U.S. Dollar Equivalent at the Exchange Rate in effect on the date of determination thereof.

     “Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

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

     “Term A Borrowing” means a borrowing consisting of simultaneous Term A Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Term A Lenders pursuant to Section 2.01(a).

     “Term A Commitment” means, as to each Term A Lender, its obligation to make Term A Loans to the U.S. Borrower pursuant to Section 2.01(a) in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Term A Lender’s name on Schedule 2.01 under the caption “Term A Commitment” or opposite such caption in the Assignment and Assumption pursuant to which such Term A Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

     “Term A Facility” means, at any time, (a) on or prior to the Closing Date, the aggregate amount of the Term A Commitments at such time and (b) thereafter, the aggregate principal amount of the Term A Loans of all Term A Lenders outstanding at such time.

     “Term A Lender” means (a) at any time on or prior to the Closing Date, any U.S. Lender that has a Term A Commitment at such time and (b) at any time after the Closing Date, any U.S. Lender that holds Term A Loans at such time. The initial Term A Lenders are listed on Schedule 2.01 under the caption “Term A Lenders”.

37

     “Term A Loan” means an advance made by any Term A Lender under the Term A Facility.

     “Term A Note” means a promissory note made by the Borrower in favor of a Term A Lender evidencing Term A Loans made by such Term A Lender, substantially in the form of Exhibit C-1.

     “Total Canadian Outstandings” means the aggregate Outstanding Amount of all Canadian Loans and all Canadian L/C Obligations.

     “Total Outstandings” means the aggregate Outstanding Amount of all Loans and all L/C Obligations.

     “Total U.S. Outstandings” means the aggregate Outstanding Amount of all U.S. Loans and U.S. L/C Obligations.

     “Total U.S. Revolving Credit Outstandings” means the aggregate Outstanding Amount of all U.S. Revolving Credit Loans, U.S. Swing Line Loans and U.S. L/C Obligations.

     “Transtar Acquisition” means the purchase by the U.S. Borrower of 100% of the outstanding Equity Interests of Transtar Intermediate Holdings #2, Inc., pursuant to the Transtar Stock Purchase Agreement.

     “Transtar Loan Parties” means, collectively, Transtar Intermediate Holdings #2, Inc., Transtar Metals Holdings, Inc., Transtar Inventory Corp., Transtar Metals Corp. and Transtar Marine Corp., and their successors.

     “Transtar Stock Purchase Agreement” means that certain Stock Purchase Agreement, dated as of August 12, 2006, among Transtar Holdings #2, LLC, as seller, and the U.S. Borrower, as buyer.

     “Treasury Management Obligations” means all obligations, liabilities and indebtedness of any Loan Party to any Lender or any Affiliate of any Lender with respect to treasury management, depositary, cash management or similar services provided to any such Loan Party by such Lender or its Affiliate.

     “Type” means, with respect to a Committed Loan, its character as a Base Rate Loan or a Eurodollar Rate Loan or a Canadian Prime Rate Loan or an Acceptance.

     “UCC” means the Uniform Commercial Code as in effect in any applicable jurisdiction.

     “Undrawn Availability” means, as of any date of determination thereof, an amount equal to (a) the lesser of (i) the U.S. Borrowing Base or (ii) the Aggregate U.S. Revolving Credit Commitments, plus (b) the sum of (i) all cash on deposit by any Loan Party with any bank or other financial institution as of the last day of the immediately

38

preceding calendar month, plus (ii) Undrawn Canadian Availability, minus (c) the sum of (i) the outstanding principal balances of U.S. Revolving Credit Loans, U.S. Swing Line Loans and Term A Loan and the face amount of all outstanding U.S. Letters of Credit, plus (ii) all amounts due and owing to Borrowers’ and their Subsidiaries’ trade creditors which are outstanding beyond normal trade terms, plus (iii) all fees and expenses relating to the Acquisition and the other transactions contemplated by this Agreement to occur on the Closing Date which have not been paid.

     “Undrawn Canadian Availability” means, as of any date of determination thereof, an amount equal to (a) the lesser of (i) the Canadian Borrowing Base or (ii) the Aggregate Canadian Commitments, minus (b) the sum of the outstanding principal balances of Canadian Committed Loans and the face amount of all outstanding Canadian Letters of Credit.

     “Unfunded Pension Liability” means the excess of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of the Code for the applicable plan year.

     “United States” and “U.S.” mean the United States of America.

     “Unreimbursed Amount” has the meaning specified in Section 2.04(c)(i).

     “U.S. Agent” means Bank of America, in its capacity as administrative agent for U.S. Lenders hereunder, together with its successors and assigns.

     “U.S. Agent’s Office” means U.S. Agent’s address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as U.S. Agent may from time to time notify U.S. Borrower and U.S. Lenders.

     “U.S. Borrower” has the meaning specified in the introductory paragraph hereto.

     “U.S. Borrowing” means a Borrowing comprised of U.S. Loans.

     “U.S. Borrowing Base” means, at any time, the sum, expressed in U.S. Dollars, of:

     (a) 80% of U.S. Borrower’s and each Subsidiary Guarantors’ (other than the Transtar Loan Parties’) Eligible Accounts at such time; plus

     (b) 85% of the Transtar Loan Parties’ Eligible Accounts at such time; plus

     (c) 50% of the Book Value of U.S. Borrower’s and each Subsidiary Guarantors’ (other than the Transtar Loan Parties’) Eligible Inventory; plus

     (d) 65% of the Book Value of the Transtar Loan Parties’ Eligible Inventory that is comprised of DPS OPCO Inventory; plus

39

     (e) 50% of the Book Value of the Transtar Loan Parties’ Eligible Inventory that is comprised of JDE OPCO Inventory; plus

     (f) 90% of the scrap value (determined in accordance with the Transtar Loan Parties’ past practices utilizing customary reserve percentages as outlined in the Project Transtar ABL report dated August 4, 2006 prepared by KPMG LLP) of the Transtar Loan Parties’ Eligible Inventory that is comprised of INCO Inventory; plus

     (g) (i) through and including July 28, 2007, 20% of the Net PP&E of U.S. Borrower and each Subsidiary Guarantor, (ii) from July 29, 2007 through and including July 28, 2008, 10% of the Net PP&E of U.S. Borrower and each Subsidiary Guarantor, and (iii) from and after July 29, 2008, 0% of the Net PP&E of U.S. Borrower and each Subsidiary Guarantor; plus

     (h) an amount equal to $12,500,000 less, as of any date of determination, an amount equal to all principal payments and prepayments made with respect to the Term A Loans until such time as the amount provided for in this clause (h) has been reduced to zero; minus

     (i) the outstanding principal amount of all secured Indebtedness of U.S. Borrower, its domestic Subsidiaries and Castle Metals de Mexico, S.A. de C.V., other than the U.S. Revolving Credit Obligations and, with respect to Castle Metals de Mexico, S.A. de C.V., other than secured Indebtedness owing to any Person that is not a Lender or an Affiliate of a Lender; minus

     (j) at such time as U.S. Borrower’s Obligations are not Secured, the sum of (x) 50% of U.S. Borrower’s and each Subsidiary Guarantors’ aggregate accounts payable (other than accounts payable, if any, that serve as the basis for causing all or any part of any Account of U.S. Borrower or any Subsidiary Guarantor to fail to qualify as an Eligible Account), plus (y) the outstanding principal amount of all unsecured Indebtedness of U.S. Borrower, its domestic Subsidiaries and Castle Metals de Mexico, S.A. de C.V., other than the Obligations and, with respect to Castle Metals de Mexico, S.A. de C.V., other than unsecured Indebtedness owing to any Person that is not a Lender or an Affiliate of a Lender,

with the amounts referred to in clauses (a), (b), (c), (d), (e), (f) and (g) above determined by reference to the most recent Borrowing Base Certificate and applicable financial statements delivered to U.S. Agent by U.S. Borrower.

     “U.S. Business Day” means any day other than a Saturday, Sunday, or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed, in the State where U.S. Agent’s Office is located and, if such day relates to any Eurodollar Rate Loan, means any such day on which dealings in U.S. Dollar deposits are conducted by and between banks in the London interbank eurodollar market.

40

     “U.S. Commitment” means, as to each U.S. Lender, its obligation to (a) make Term Loan A Loans to U.S. Borrower pursuant to Section 2.01(a), (b) make U.S. Revolving Credit Loans to U.S. Borrower pursuant to Section 2.01(b), (c) purchase participations in U.S. L/C Obligations, and (d) purchase participations in U.S. Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such U.S. Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

     “U.S. Committed Borrowing” means a borrowing consisting of simultaneous U.S. Committed Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01.

     “U.S. Committed Loan” means a Term Loan A Loan or a U.S. Revolving Credit Loan.

     “U.S. Dollar Equivalent” means, with respect to an amount of Canadian Dollars on any date the amount of U.S. Dollars that may be purchased with such amount of Canadian Dollars at the Exchange Rate with respect to Canadian Dollars on such date.

     “U.S. Dollars” and the symbol “US $” mean the lawful currency of the United States.

     “U.S. L/C Credit Extension” means, with respect to any U.S. Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.

     “U.S. L/C Issuer” means Bank of America in its capacity as issuer of U.S. Letters of Credit hereunder, or any successor issuer of U.S. Letters of Credit hereunder.

     “U.S. L/C Obligations” means, as at any date of determination, the aggregate amount available to be drawn under all outstanding U.S. Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings in respect of U.S. Letters of Credit. For purposes of computing the amount available to be drawn under any U.S. Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

     “U.S. L/C Sublimit” means an amount equal to U.S. $15,000,000. The U.S. L/C Sublimit is part of, and not in addition to, the Aggregate U.S. Commitments.

     “U.S. Lender” means any Lender that has a U.S. Commitment or any portion of the Total U.S. Outstandings and, as the context requires, includes U.S. Swing Line Lender. The initial U.S. Lenders are listed on Schedule 2.01 under the caption “U.S. Lenders”.

41

     “U.S. Letter of Credit” means any letter of credit issued by U.S. L/C Issuer hereunder and shall include the Existing Letters of Credit. A U.S. Letter of Credit may be a commercial letter of credit or a standby letter of credit.

     “U.S. Loan” means an extension of credit by a U.S. Lender to U.S. Borrower under Article II in the form of a U.S. Committed Loan or a U.S. Swing Line Loan.

     “U.S. Obligations” means all Obligations relating to U.S. Loans or U.S. Letters of Credit or Swap Contracts between U.S. Borrower and any U.S. Lender or any Affiliate of any U.S. Lender or Treasury Management Obligations of a Loan Party to a U.S. Lender or Affiliate of a U.S. Lender.

     “U.S. Revolving Credit Commitment” means, as to each U.S. Revolving Credit Lender, its obligation to (a) make U.S. Revolving Credit Loans to U.S. Borrower pursuant to Section 2.01(b), (b) purchase participations in U.S. L/C Obligations, and (c) purchase participations in U.S. Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

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

     “U.S. Revolving Credit Lender” means any U.S. Lender that has a U.S. Revolving Credit Commitment or any portion of the Total U.S. Revolving Credit Outstandings and, as the context requires, include U.S. Swing Line Lender. The initial U.S. Revolving Credit Lenders are listed on Schedule 2.01 under the caption “U.S. Revolving Credit Lenders”.

     “U.S. Revolving Credit Loan” has the meaning specified in Section 2.01(b).

     “U.S. Revolving Credit Obligations” means all Obligations relating to U.S. Revolving Credit Loans, U.S. Swing Line Loans and U.S. L/C Obligations.

     “U.S. Security Agreement” means the Amended and Restated Security Agreement, dated as of September 5, 2006, among U.S. Borrower, certain of its Subsidiaries and Collateral Agent, as amended, restated, supplemented or otherwise modified from time to time.

     “U.S. Security Documents” means each of the “Security Documents”, as such term is defined in the Collateral Agency and Intercreditor Agreement.

42

     “U.S. Supermajority Lenders” means, as of any date of determination, U.S. Lenders holding more than 66-2/3% of the sum of (a) Total U.S. Outstandings (with the aggregate amount of each U.S. Revolving Credit Lender’s risk participation and funded participation in U.S. L/C Obligations and U.S. Swing Line Loans being deemed “held” by such U.S. Revolving Credit Lender for purposes of this definition) and (b) the aggregate unused U.S. Commitments; provided that the U.S. Commitment of, and the portion of the Total U.S. Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of U.S. Supermajority Lenders.

     “U.S. Swing Line” means the revolving credit facility made available by U.S. Swing Line Lender pursuant to Section 2.05.

     “U.S. Swing Line Borrowing” means a borrowing of a U.S. Swing Line Loan pursuant to Section 2.05.

     “U.S. Swing Line Lender” means Bank of America in its capacity as provider of U.S. Swing Line Loans, or any successor U.S. swing line lender hereunder.

     “U.S. Swing Line Loan” has the meaning specified in Section 2.05.

     “U.S. Swing Line Loan Notice” means a notice of a U.S. Swing Line Borrowing pursuant to Section 2.05, which, if in writing, shall be substantially in the form of Exhibit C.

     “U.S. Swing Line Sublimit” means an amount equal to the lesser of (a) $15,000,000 and (b) the Aggregate U.S. Commitments. The U.S. Swing Line Sublimit is part of (although uncommitted), and not in addition to, the Aggregate U.S. Commitments.

     “Voting Stock” means capital stock of any class of a corporation having power under ordinary circumstances to vote for the election of members of the board of directors of such corporation, or persons performing similar functions.

     “Wholly-Owned” means when applied to a Subsidiary, any Subsidiary 100% of the Voting Stock or other equity interests of which is owned by U.S. Borrower and/or its Wholly-Owned Subsidiaries, other than directors’ qualifying shares or, in the case of Subsidiaries organized under the laws of a jurisdiction other than the United States or a state thereof, nominal shares held by foreign nationals in accordance with local law.

     1.02. Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

     (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as

43

the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing, re-enacting or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified, supplemented or re-enacted from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

     (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

     (c) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

     1.03. Accounting Terms.

     (a) Generally. 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 on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein.

     (b) Changes in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either a Borrower or Required Lenders shall so request, Agents, Lenders and Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) Borrowers shall provide to Agents and Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation

44

between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

     1.04. Rounding. Any financial ratios required to be maintained by Borrowers pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

     1.05. Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Central time (daylight or standard, as applicable).

     1.06. Letter of Credit Amounts. Unless otherwise specified herein the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer 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 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.

     1.07. Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “U.S. Loan”) or by Type (e.g., a “Eurodollar Loan”) or by Class and Type (e.g., a “U.S. Eurodollar Loan”). Borrowings also may be classified and referred to by Class (e.g., a “U.S. Borrowing”) or by Type (e.g., a “Eurodollar Borrowing”) or by Class and Type (e.g., a “U.S. Eurodollar Borrowing”).

     1.08. Currencies; Exchange Rates. If, at any time, any amount denominated in Canadian Dollars is required pursuant to any Loan Document to be expressed in U.S. Dollars, then such amount shall be expressed at the U.S. Dollar Equivalent determined by U.S. Agent based on the Exchange Rate then in effect, unless the Exchange Rate is required to be determined as of another date. If, at any time, any amount denominated in U.S. Dollars is required pursuant to any Loan Document to be expressed in Canadian Dollars, then such amount shall be expressed at the Canadian Dollar Equivalent determined by U.S. Agent based on the Exchange Rate then in effect, unless the Exchange Rate is required to be determined as of another date. Any such determinations by U.S. Agent shall be conclusive absent manifest error.

     1.09. Pension Protection Act of 2006. In the event that compliance with the provisions of the Pension Protection Act of 2006 by U.S. Borrower and its Subsidiaries results in non-cash charges which are reflected on U.S. Borrower’s balance sheets or income statements, such charges shall be disregarded for purposes of calculating Adjusted Consolidated Net Worth, the ratio of Consolidated Debt to Consolidated Total Capitalization and the ratio of Net Working Capital to Consolidated Debt hereunder.

45

ARTICLE II

THE COMMITMENTS AND CREDIT EXTENSIONS

     2.01. The Loans.

     (a) The Term A Borrowing. Subject to the terms and conditions set forth herein, each Term A Lender severally agrees to make a single loan to the U.S. Borrower on the Closing Date in an amount not to exceed such Term A Lender’s Term A Commitment Percentage of the Term A Facility. The Term A Borrowing shall consist of Term A Loans made simultaneously by the Term A Lenders in accordance with their respective Applicable Percentage of the Term A Facility. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed. Term A Loans shall be denominated in U.S. Dollars and may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.

     (b) U.S. Revolving Credit Loans. Subject to the terms and conditions set forth herein, each U.S. Lender severally agrees to make loans (each such loan, a “U.S. Revolving Credit Loan”) to U.S. Borrower from time to time, on any U.S. Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such U.S. Lender’s U.S. Revolving Credit Commitment; provided, however, that after giving effect to any U.S. Committed Borrowing, (i) the Total U.S. Revolving Credit Outstandings shall not exceed the lesser of (x) the Aggregate U.S. Revolving Credit Commitments, or (y) the U.S. Borrowing Base, and (ii) the aggregate Outstanding Amount of the U.S. Revolving Credit Loans of any U.S. Lender, plus such U.S. Lender’s Applicable Percentage of the Outstanding Amount of all U.S. L/C Obligations, plus such Lender’s Applicable Revolving Credit/Committed Loan Percentage of the Outstanding Amount of all U.S. Swing Line Loans shall not exceed such U.S. Lender’s U.S. Revolving Credit Commitment. Within the limits of each U.S. Lender’s U.S. Revolving Credit Commitment, and subject to the other terms and conditions hereof, U.S. Borrower may borrow under this Section 2.01(b), prepay under Section 2.06, and reborrow under this Section 2.01(b). U.S. Revolving Credit Loans shall be denominated in U.S. Dollars and may be comprised of Base Rate Loans or Eurodollar Rate Loans, as further provided herein.

     (c) Canadian Committed Loans. Subject to the terms and conditions set forth herein, each Canadian Lender severally agrees to make loans (each such loan, a “Canadian Committed Loan”) to Canadian Borrower from time to time, on any Canadian Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Canadian Lender’s Canadian Commitment; provided, however, that after giving effect to any Canadian Committed Borrowing, (i) the Total Canadian Outstandings shall not exceed the lesser of (x) the Aggregate Canadian Commitments, or (y) the Canadian Borrowing Base, and (ii) the aggregate Outstanding Amount of the Canadian Committed Loans of any Canadian Lender, plus such Canadian Lender’s Applicable Revolving Credit/Committed Loan Percentage of the Outstanding Amount of all Canadian L/C Obligations shall not exceed

46

such Canadian Lender’s Canadian Commitment. Within the limits of each Canadian Lender’s Canadian Commitment, and subject to the other terms and conditions hereof, Canadian Borrower may borrow under this Section 2.01(c), prepay under Section 2.06, and reborrow under this Section 2.01(c). Canadian Committed Loans shall be either (A) denominated in U.S. Dollars and comprised entirely of Base Rate Loans or Eurodollar Rate Loans, as further provided herein, or (B) denominated in Canadian Dollars and comprised entirely of Canadian Prime Loans or Acceptances, as further provided herein.

     2.02. Borrowings, Conversions and Continuations of Committed Loans.

     (a) Each Committed Borrowing (other than Acceptances), each conversion of Committed Loans (other than Acceptances) from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the applicable Borrower’s irrevocable written Committed Loan Notice to the applicable Agent, which may be given by facsimile. Each such notice must be received by the applicable Agent not later than 10:00 A. M. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Committed Loans, (ii) one Business Day prior to the requested date of any Canadian Borrowing of Base Rate Committed Loans or Canadian Prime Loans and (iii) on the requested date of any U.S. Borrowing of Base Rate Committed Loans. Each such written Committed Loan Notice must be appropriately completed and signed by a Responsible Officer of the applicable Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of U.S. $500,000 or a whole multiple of U.S. $100,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Committed Loans or Canadian Prime Committed Loans shall be in a principal amount of U.S. $500,000 or a whole multiple of U.S. $100,000 in excess thereof with respect to Base Rate Committed Loans or Cdn. $500,000 or a whole multiple of Cdn. $100,000 in excess thereof with respect to Canadian Prime Committed Loans. Each Committed Loan Notice shall specify (i) whether the applicable Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Class and Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the applicable Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if the applicable Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If a Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Canadian Prime Rate Borrowings may only be converted into a Borrowing by way of Acceptances in accordance with Section 2.03. This Section 2.02(a) shall not be construed to permit any conversion of the currency in which a Borrowing is denominated.

47

     (b) Following receipt of a Committed Loan Notice, the applicable Agent shall promptly notify each applicable Lender of the amount of its Applicable Percentage of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Borrower, the applicable Agent shall notify each applicable Lender of the details of any automatic conversion to Base Rate Loans described in the preceding subsection. In the case of a Committed Borrowing, each applicable Lender shall make the amount of its Committed Loan available to the applicable Agent in immediately available funds at the applicable Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the applicable Agent shall make all funds so received available to the applicable Borrower in like funds as received by the applicable Agent either by (i) crediting the account of the applicable Borrower on the books of Bank of America or Bank of America Canada, as the case may be, with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the applicable Agent by the applicable Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing is given by a Borrower, there are L/C Borrowings of such Borrower outstanding, then the proceeds of such Borrowing first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to the applicable Borrower as provided above.

     (c) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of a Default no Loans may be requested as, converted to or continued as Eurodollar Rate Loans or a Borrowing by way of Acceptances without the consent of Required Lenders, and Required Lenders may demand that any or all of the then outstanding Eurodollar Rate Loans be converted immediately to Base Rate Committed Loans and all Acceptances be converted immediately upon their maturity to Canadian Prime Committed Loans and each Borrower agrees to pay all amounts due under Section 3.05 in accordance with the terms thereof due to any such conversion.

     (d) Each Agent shall promptly notify the applicable Borrower and the applicable Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate.

     (e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than five Interest Periods in effect with respect to Eurodollar Rate Loans to U.S. Borrower, three Interest Periods in effect with respect to Eurodollar Rate Loans to Canadian Borrower and three Borrowings in effect by way of Acceptances.

48

     2.03. Acceptances.

     (a) Acceptance Commitment. Subject to the terms and conditions set forth herein, each Canadian Lender severally agrees that Canadian Borrower may, at any time and from time to time during the Availability Period, issue Acceptances denominated in Canadian Dollars, in minimum denominations of Cdn. $100,000 or a whole multiple thereof and in minimum aggregate face amounts in connection with any Notice of Drawing of Cdn. $1,000,000 or any greater whole multiple of Cdn. $100,000, each in accordance with the provisions of this Section 2.03 and in an aggregate face amount that will not result in (i) such Lender’s Applicable Percentage of Total Canadian Outstandings exceeding such Lender’s Canadian Commitment, (ii) the Total Canadian Outstandings exceeding the Aggregate Canadian Commitments, or (iii) the Total Canadian Outstandings exceeding an amount that equals the Canadian Borrowing Base then in effect; provided that at all times the outstanding aggregate face amount of all Acceptances made by a Canadian Lender shall equal its Applicable Revolving Credit/Committed Loan Percentage of the outstanding face amount of all Acceptances made by all Canadian Lenders. For purposes of this Agreement, the full face value of an Acceptance, without discount, shall be used when calculations are made to determine the outstanding amount of a Canadian Lender’s Acceptances; provided that in computing the face amount of Acceptances outstanding, the face amount of an Acceptance in respect of which the Obligations with respect to such Acceptance have been cash collateralized by Canadian Borrower and received by Canadian Lender that created the same in accordance with the terms of this Agreement shall not be included.

     (b) Terms of Acceptance. Each Draft shall be accepted by a Canadian Lender, upon the written request of Canadian Borrower given in accordance with paragraph (c), by the completion and acceptance by such Canadian Lender of a Draft (i) payable in Canadian Dollars, drawn by Canadian Borrower on such Canadian Lender in accordance with this Agreement, to the order of such Canadian Lender and (ii) maturing prior to the Maturity Date on a day not less than 28 days nor more than 180 days after the date of such Draft (and in integral maturities of one month, two months, three months or six months, or, from time to time, such other nonstandard periods as Canadian Agent and the affected Canadian Lender(s) may agree), excluding days of grace, all as specified in the relevant Notice of Drawing to be delivered under paragraph (c) of this Section; provided that any maturity date that would otherwise fall on a day that is not a Canadian Business Day shall be extended to the next succeeding Canadian Business Day in accordance with the provisions of Section 2.13(a) mutatis mutandis.

     (c) Notice of Drawing and Discount of Acceptances.

     (i) With respect to each requested acceptance of Drafts, Canadian Borrower shall give Canadian Agent a Notice of Drawing, substantially in the form of Exhibit G (a “Notice of Drawing”) (which shall be irrevocable and may be given by facsimile) to be received prior to 11:00 A. M., at least one day that is both a Canadian Business Day and a U.S. Business Day prior to the date of the requested acceptance, specifying:

49

A.	the date on which such Drafts are requested to be accepted as Acceptances, which shall be a day that is both a Canadian Business Day and a U.S. Business Day;
B.	the aggregate face amount of such Acceptances;
C.	the proposed maturity date of such Acceptances;
D.	whether Canadian Lenders must purchase or arrange for the purchase of the Acceptances;
E.	the principal amount of the Canadian Prime Loans, if any, to be converted to such Acceptances;
F.	the Canadian Availability (after giving effect to such Acceptances); and
G.	such additional information as Canadian Agent or any Canadian Lender may reasonably from time to time request to be included in such notices.
H.	In the event that any Notice of Drawing fails to satisfy the requirements set forth in clauses A., B. and C. above, any requested Canadian Committed Loan in the form of an Acceptance shall be made as or converted to a Canadian Prime Loan.

     (ii) Upon receipt of a Notice of Drawing Canadian Agent shall promptly notify each Canadian Lender of the contents thereof and of such Canadian Lender’s ratable share of the Acceptances requested thereunder. The aggregate face amount of the Drafts to be accepted by a Canadian Lender shall be determined by Canadian Agent by reference to the respective Applicable Revolving Credit/Committed Loan Percentage of Canadian Lenders; provided that, if the face amount of an Acceptance which would otherwise be accepted by a Canadian Lender is not Cdn.$100,000, or a whole multiple thereof, the face amount shall be increased or reduced by Canadian Agent, in its sole discretion, to Cdn.$100,000, or the nearest integral multiple thereof, as appropriate.

     (iii) On each date upon which Acceptances are to be accepted, Canadian Agent shall advise Canadian Borrower of the applicable Discount Rate for each of the Canadian Lenders. Not later than 10:00 A. M., on such date each Canadian Lender shall, subject to the fulfillment of the applicable conditions precedent specified in Section 4.02 and subject to each Non-Acceptance Canadian Lender’s making Acceptance Equivalent Loans pursuant to paragraph (i) of Section 2.03(i), (A) on the basis of the information supplied by Canadian Agent, as aforesaid, complete a Draft or Drafts of Canadian Borrower by filling in the amount, date and maturity date thereof in accordance with the applicable Notice of Drawing, (B) duly accept such Draft or Drafts, (C) discount such Acceptance

50

or Acceptances at the applicable Discount Rate, (D) give Canadian Agent facsimile notice of such Canadian Lender’s acceptance of such Draft or Drafts and confirming the amount paid to Canadian Agent for the account of Canadian Borrower and (E) (except to the extent such Discount Proceeds are being applied to repay maturing Acceptances in accordance with Section 2.03(e) or Canadian Prime Loans to be converted in accordance with Section 2.03(c)(i)) remit to Canadian Agent in Canadian Dollars in immediately available funds an amount equal to the Discount Proceeds less the Acceptance Fee. Upon receipt by Canadian Agent of such sums from Canadian Lenders, Canadian Agent shall make the aggregate amount thereof available to Canadian Borrower either by (i) crediting the account of Canadian Borrower on the books of Bank of America Canada with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) Canadian Agent by Canadian Borrower; provided, however, that if, on the date the Notice of Drawing is given by Canadian Borrower, there are L/C Borrowings of Canadian Borrower outstanding, then such funds first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to Canadian Borrower as provided above.

     (iv) Each extension of credit hereunder through the acceptance of Drafts shall be made simultaneously and pro rata by Canadian Lenders in accordance with their respective Canadian Commitments.

     (d) Sale of Acceptances. Canadian Borrower shall have the right to sell any Acceptance. Canadian Lenders shall purchase or arrange for the purchase of all of the Acceptances in the market and each Canadian Lender shall (except to the extent such Discount Proceeds are being applied to repay maturing Acceptances in accordance with Section 2.03(e) or Canadian Prime Loans to be converted in accordance with Section 2.03(c)(i)) provide to Canadian Agent the Discount Proceeds for the account of Canadian Borrower. The Acceptance Fee in respect of such Acceptances may, at the option of Canadian Lender, be set off against the discount proceeds payable by Canadian Lender hereunder.

     (e) Acceptance Obligation. Canadian Borrower is obligated, and hereby unconditionally agrees, to pay to each Canadian Lender the face amount of each Acceptance accepted by such Canadian Lender in accordance with a Notice of Drawing pursuant to paragraph (c) on the maturity date thereof, or on such earlier date as may be required pursuant to provisions of this Agreement. With respect to each Acceptance which is outstanding hereunder, Canadian Borrower shall notify Canadian Agent prior to 11:00 A. M. one Canadian Business Day prior to the maturity date of such Acceptance (which notice shall be irrevocable) of Canadian Borrower’s intention to issue Acceptances on such maturity date to provide for the payment of such maturing Acceptance and shall deliver a Notice of Drawing to Canadian Agent or that Canadian Borrower intends to repay the maturing Acceptances on the maturity date. Any repayment of an Acceptance must be made in accordance with Section 2.13(a) on the maturity date of such Acceptance. If Canadian Borrower fails to provide such notice to

51

Canadian Agent or Canadian Borrower fails to repay the maturing Acceptances, or if a Default or an Event of Default has occurred and is continuing on such maturity date, Canadian Borrower’s obligations in respect of the maturing Acceptances shall be deemed to have been converted on the maturity date thereof into a Canadian Prime Loan in an amount equal to the face amount of the maturing Acceptances. Canadian Borrower waives presentment for payment and any other defense to payment of any amounts due to a Canadian Lender in respect of any Acceptances accepted by such Canadian Lender under this Agreement which might exist solely by reason of those Acceptances being held, at the maturity thereof, by that Canadian Lender in its own right and Canadian Borrower agrees not to claim any days of grace if that Canadian Lender, as holder, sues Canadian Borrower on those Acceptances for payment of the amounts payable by Canadian Borrower thereunder.

     (f) Supply of Drafts and Power of Attorney. To facilitate availment of the Borrowings by way of Acceptances, Canadian Borrower hereby appoints each Canadian Lender as its attorney to sign and endorse on its behalf (for the purpose of acceptance and purchase of Acceptances pursuant to this Agreement), in handwriting or by facsimile or mechanical signature as and when deemed necessary by such Canadian Lender, blank forms of Acceptances. In this respect, it is each Canadian Lender’s responsibility to maintain an adequate supply of blank forms of Acceptances for acceptance under this Agreement. Canadian Borrower recognizes and agrees that all Acceptances signed and/or endorsed on its behalf by a Canadian Lender shall bind Canadian Borrower as fully and effectually as if signed in the handwriting of and duly issued by the proper signing officers of Canadian Borrower. Each Canadian Lender is hereby authorized (for the purpose of acceptance and purchase of Acceptances pursuant to this Agreement) to issue such Acceptances endorsed in blank in such face amounts as may be determined by such Canadian Lender; provided that the aggregate amount thereof is equal to the aggregate amount of Acceptances required to be accepted and purchased by such Canadian Lender in accordance with the applicable Notice of Drawing. No Canadian Lender shall be liable for any damage, loss or other claim arising by reason of any loss or improper use of any such instrument except the gross negligence or willful misconduct of Canadian Lender or its officers, employees, agents or representatives. On request by Canadian Borrower, a Canadian Lender shall cancel all forms of Acceptances which have been pre-signed or pre-endorsed by or on behalf of Canadian Borrower and which are held by such Canadian Lender and have not yet been issued in accordance herewith. Each Canadian Lender further agrees to retain such records in the manner and/or the statutory periods provided in the various Canadian provincial or federal statutes and regulations which apply to such Canadian Lender. Each Canadian Lender shall maintain a record with respect to Acceptances held by it in blank hereunder, voided by it for any reason, accepted and purchased by it hereunder, and cancelled at their respective maturities. Each Canadian Lender agrees to provide such records to Canadian Borrower at Canadian Borrower’s expense upon request. Drafts drawn by Canadian Borrower to be accepted as Acceptances shall be signed by a duly authorized officer or officers of Canadian Borrower or by its attorney-in-fact including any attorney-in-fact appointed pursuant to this Section 2.03(f). Canadian Borrower hereby authorizes and requests each Canadian Lender in accordance with each Notice of Drawing received from Canadian

52

Borrower pursuant to paragraph (c) to take the measures with respect to a Draft or Drafts of Canadian Borrower then in possession of such Canadian Lender specified in paragraph (c)(iii) of this Section. In case any authorized signatory of Canadian Borrower whose signature shall appear on any Draft shall cease to have such authority before the acceptance of a Draft with respect to such Draft, the obligations of Canadian Borrower hereunder and under such Acceptance shall nevertheless be valid for all purposes as if such authority had remained in force until such creation.

     (g) Exculpation. No Canadian Lender shall be responsible or liable for its failure to accept a Draft if the cause of such failure is, in whole or in part, due to the failure of Canadian Borrower to provide the Drafts or the power of attorney described in paragraph (f) above to such Canadian Lender on a timely basis nor shall any Canadian Lender be liable for any damage, loss or other claim arising by reason of any loss or improper use of any such Draft except loss or improper use arising by reason of the gross negligence or willful misconduct of such Canadian Lender.

     (h) Rights of Canadian Lender as to Acceptances. Neither Canadian Agent nor any Canadian Lender shall have any responsibility as to the application of the proceeds by Canadian Borrower of any discount of any Acceptances. For greater certainty, each Canadian Lender may, at any time, purchase Acceptances issued by Canadian Borrower and may at any time and from time to time hold, sell, rediscount or otherwise dispose of any or all Acceptances accepted and/or purchased by it.

     (i) Acceptance Equivalent Loans. Whenever Canadian Borrower delivers a Notice of Drawing to Canadian Agent under this Agreement requesting Canadian Lenders to accept Drafts, a Canadian Lender, other than a Schedule I Lender, which cannot or does not accept Drafts (a “Non-Acceptance Canadian Lender”) shall, in lieu of accepting Drafts, make an Acceptance Equivalent Loan. On each date on which Drafts are to be accepted, subject to the same terms and conditions applicable to the acceptance of Drafts, any Non-Acceptance Canadian Lender that makes an Acceptance Equivalent Loan, upon delivery by Canadian Borrower of an executed Discount Note payable to the order of such Non-Acceptance Canadian Lender, will remit to Canadian Agent in immediately available funds for the account of Canadian Borrower the Acceptance equivalent discount proceeds in respect of the Discount Notes issued by Canadian Borrower to the Non-Acceptance Canadian Lender. Each Non-Acceptance Canadian Lender may agree, in lieu of receiving any Discount Notes, that such Discount Notes may be uncertificated and the applicable Acceptance Equivalent Loan shall be evidenced by a loan account which such Non-Acceptance Canadian Lender shall maintain in its name, subject to Section 2.12, and reference to such uncertificated Discount Notes elsewhere in this Agreement shall be deemed to include reference to the relevant Acceptance Equivalent Loan or loan account, as applicable.

     (j) Terms Applicable to Discount Notes. The term “Acceptance” when used in this Agreement shall be construed to include Discount Notes and all terms of this Agreement applicable to Acceptances shall apply equally to Discount Notes evidencing Acceptance Equivalent Loans with such changes as may in the context be necessary

53

(except that no Discount Note may be sold, rediscounted or otherwise disposed of by the Non-Acceptance Canadian Lender making Acceptance Equivalent Loans). For greater certainty:

     (i) a Discount Note shall mature and be due and payable on the same date as the maturity date for Acceptances specified in the applicable Notice of Drawing;

     (ii) an Acceptance Fee will be payable in respect of a Discount Note and shall be calculated at the same rate and in the same manner as the Acceptance Fee in respect of an Acceptance;

     (iii) a discount applicable to a Discount Note shall be calculated in the same manner and at the Discount Rate that would be applicable to Acceptances accepted by a Lender that is not a Schedule I Lender pursuant to the applicable Notice of Drawing;

     (iv) an Acceptance Equivalent Loan made by a Non-Acceptance Canadian Lender will be considered to be part of a Non-Acceptance Canadian Lender’s outstanding Acceptances for all purposes of this Agreement; and

     (v) Canadian Borrower shall deliver Discount Notes to each Non-Acceptance Canadian Lender and grants to each Non-Acceptance Canadian Lender a power of attorney in respect of the completion and execution of Discount Notes, each in accordance with Section 2.03(f).

     (k) Prepayment of Acceptances and Discount Notes. No Acceptance or Discount Note may be repaid or prepaid prior to the maturity date of such Acceptance or Discount Note, except in accordance with the provisions of Article VIII.

     (l) Depository Bills and Notes Act. At the option of Canadian Borrower and any Canadian Lender, Acceptances and Discount Notes under this Agreement to be accepted by such Canadian Lender may be issued in the form of depository bills and depository notes, respectively, for deposit with The Canadian Depository for Securities Limited pursuant to the Depository Bills and Notes Act (Canada). All depository bills and depository notes so issued shall be governed by the Depository Bills and Notes Act (Canada) and the provisions of this Section 2.03.

     (m) Circumstances Making Acceptances Unavailable. If Canadian Agent or Required Canadian Lenders determines in good faith, which determination shall be final, conclusive and binding upon Canadian Borrower, and notifies Canadian Borrower that, by reason of circumstances affecting the money market there is no market for Acceptances or the demand for Acceptances is insufficient to allow the sale or trading of the Acceptances created hereunder, then:

     (i) the right of Canadian Borrower to request the acceptance and purchase of Acceptances shall be suspended until Canadian Agent or Required

54

Canadian Lenders determines that the circumstances causing such suspension no longer exist and Canadian Agent so notifies Canadian Borrower; and

     (ii) any Notice of Drawing in respect of an Acceptance which is outstanding shall be cancelled and such notice shall (at the option of Canadian Borrower) be deemed to be a request for a Borrowing of or conversion to a Canadian Prime Rate Loan in principal amount equal to the Discount Proceeds that would have been payable in respect of the requested Acceptance less the Acceptance Fee that would have been payable in respect thereof.

Canadian Agent shall promptly notify Canadian Borrower of the suspension of Canadian Borrower’s right to request acceptance and purchase of Acceptances and of the termination of any such suspension.

2.04. Letters of Credit.

(a) The Letter of Credit Commitment.

     (i) Subject to the terms and conditions set forth herein, (A) U.S. L/C Issuer and Canadian L/C Issuer agree, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, (1) from time to time on any Business Day during the period from the Closing Date until the L/C Expiration Date, to issue Letters of Credit for the account of U.S. Borrower and Canadian Borrower, respectively, and to amend or extend Letters of Credit previously issued by them, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; (B) U.S. Revolving Credit Lenders severally agree to participate in U.S. Letters of Credit issued for the account of U.S. Borrower and any drawings thereunder; provided that after giving effect to any U.S. L/C Credit Extension with respect to any U.S. Letter of Credit, (x) the Total U.S. Revolving Credit Outstandings shall not exceed the lesser of (I) Aggregate U.S. Revolving Credit Commitments, or (II) the U.S. Borrowing Base, (y) the aggregate Outstanding Amount of the U.S. Revolving Credit Loans of any Lender, plus such Lender’s Applicable Revolving Credit/Committed Loan Percentage of the Outstanding Amount of all U.S. L/C Obligations, plus such U.S. Lender’s Applicable Revolving Credit/Committed Loan Percentage of the Outstanding Amount of all U.S. Swing Line Loans shall not exceed such U.S. Lender’s Revolving Credit Commitment, and (z) the Outstanding Amount of the U.S. L/C Obligations shall not exceed the U.S. L/C Sublimit; and (C) Canadian Lenders severally agree to participate in Canadian Letters of Credit issued for the account of Canadian Borrower and any drawings thereunder; provided that after giving effect to any Canadian L/C Credit Extension with respect to any Canadian Letter of Credit, (x) the Total Canadian Outstandings shall not exceed the lesser of (I) the Aggregate Canadian Commitments, or (II) the Canadian Borrowing Base, (y) the aggregate Outstanding Amount of the Canadian Committed Loans of any Canadian Lender, plus such Canadian Lender’s Applicable Revolving Credit/Committed Loan Percentage of the Outstanding Amount of all Canadian

55

L/C Obligations shall not exceed such Canadian Lender’s Commitment, and (z) the Outstanding Amount of the Canadian L/C Obligations shall not exceed the Canadian L/C Sublimit. Each request by a Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by such Borrower that the applicable L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, each Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly each Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, shall constitute U.S. Letters of Credit issued at the request of U.S. Borrower, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

     (ii) Neither L/C Issuer shall issue any Letter of Credit, if:

A.	subject to Section 2.04(b)(iv), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless Required Lenders have approved such expiry date; or
B.	the expiry date of such requested Letter of Credit would occur after the L/C Expiration Date, unless, in the case of a U.S. Letter of Credit, all U.S. Lenders or, in the case of a Canadian Letter of Credit, all Canadian Lenders, have approved such expiry date.

     (iii) Neither L/C Issuer shall be under any obligation to issue any Letter of Credit if:

A. any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the applicable L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the applicable L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good faith deems material to it;

56

B.	the issuance of such Letter of Credit would violate one or more policies of the applicable L/C Issuer applicable to letters of credit generally;
C.	except as otherwise agreed by the applicable Agent and the applicable L/C Issuer, such Letter of Credit is in an initial stated amount less than (i) U.S. $100,000, in the case of a commercial U.S. Letter of Credit, or U.S. $100,000, in the case of a standby U.S. Letter of Credit or (ii) Cdn. $100,000 in the case of a commercial Canadian Letter of Credit or Cdn. $100,000 in the case of a standby Canadian Letter of Credit;
D.	any U.S. Letter of Credit is to be denominated in a currency other than U.S. Dollars or any Canadian Letter of Credit is to be denominated in a currency other than U.S. Dollars or Canadian Dollars;
E.	a default of any Lender’s obligations to fund under Section 2.04(c) exists or any Lender is at such time a Defaulting Lender hereunder, unless the applicable L/C Issuer has entered into satisfactory arrangements with the applicable Borrower or such Lender to eliminate such L/C Issuer’s risk with respect to such Lender; or
F.	unless specifically provided for in this Agreement, such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder.

     (iv) Neither L/C Issuer shall amend any Letter of Credit if such L/C Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof.

     (v) Neither L/C Issuer shall be under any obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

     (vi) U.S. L/C Issuer shall act on behalf of U.S. Lenders and Canadian L/C Issuer shall act on behalf of Canadian Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to Agents in Article IX with respect to any acts taken or omissions suffered by either L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” or “Agent” as used in Article IX included each L/C Issuer

57

with respect to such acts or omissions, and (B) as additionally provided herein with respect to L/C Issuer.

     (b) Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit.

     (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of U.S. Borrower delivered to U.S. L/C Issuer (with a copy to U.S. Agent) or upon the request of Canadian Borrower delivered to Canadian L/C Issuer (with a copy to Canadian Agent) in the form of a L/C Application, appropriately completed and signed by a Responsible Officer of the applicable Borrower. Such L/C Application must be received by the applicable L/C Issuer and the applicable Agent not later than 10:00 A. M. at least two Business Days (or such later date and time as the applicable Agent and the applicable L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such L/C Application shall specify in form and detail satisfactory to the applicable L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) in the case of Canadian Letters of Credit, whether the Letter of Credit is to be denominated in U.S. Dollars or Canadian Dollars, (D) the expiry date thereof; (E) the name and address of the beneficiary thereof; (F) the documents to be presented by such beneficiary in case of any drawing thereunder; (G) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (H) such other matters as the applicable L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such L/C Application shall specify in form and detail satisfactory to the applicable L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as the applicable L/C Issuer may require. Additionally, the applicable Borrower shall furnish to the applicable L/C Issuer and the applicable Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as such L/C Issuer or such Agent may reasonably require.

     (ii) Promptly after receipt of any L/C Application at the address set forth in Section 10.02 for receiving L/C Applications and related correspondence, the applicable L/C Issuer will confirm with the applicable Agent (by telephone or in writing) that the applicable Agent has received a copy of such L/C Application from the applicable Borrower and, if not, such L/C Issuer will provide the applicable Agent with a copy thereof. Unless (x) in the case of U.S. Letters of Credit the U.S. L/C Issuer has received written notice from any U.S. Lender, U.S. Agent or any U.S. Loan Party, or (y) in the case of Canadian Letters of Credit, Canadian L/C Issuer has received written notice from any Canadian Lender, Canadian Agent or any Canadian Loan Party, in either case at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter

58

of Credit, that one or more applicable conditions in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, the applicable L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of Borrower requesting the Letter of Credit or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each U.S. Lender, in the case of a U.S. Letter of Credit, and each Canadian Lender, in the case of a Canadian Letter of Credit, shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Revolving Credit/Committed Loan Percentage times the amount of such Letter of Credit.

     (iii) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, U.S. L/C Issuer, in the case of a U.S. Letter of Credit, will also deliver to U.S. Borrower and U.S. Agent and Canadian L/C Issuer, in the case of a Canadian Letter of Credit, will also deliver to Canadian Borrower and Canadian Agent a true and complete copy of such Letter of Credit or amendment.

     (iv) If either Borrower so requests in any applicable L/C Application, the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the applicable L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable L/C Issuer, the applicable Borrower shall not be required to make a specific request to such L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, U.S. Lenders, in the case of a U.S. Letter of Credit, and Canadian Lenders, in the case of a Canadian Letter of Credit, shall be deemed to have authorized (but may not require) the applicable L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the L/C Expiration Date; provided, however, that the applicable L/C Issuer shall not permit any such extension if (A) such L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.04(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (1) from, in the case of a U.S. Letter of Credit, U.S. Agent that Required U.S. Lenders have elected not to permit such extension or, in the case of a Canadian Letter of Credit, Canadian Agent that Required Canadian Lenders have elected not to permit such extension or (2) in the case of a U.S.

59

Letter of Credit from U.S. Agent, any U.S. Lender or U.S. Borrower, or in the case of a Canadian Letter of Credit, from Canadian Agent, any Canadian Lender or Canadian Borrower, that one or more of the applicable conditions specified in Section 4.02 is not then satisfied and directing the applicable L/C Issuer not to permit such extension.

     (v) If either Borrower so requests in any applicable Letter of Credit Application, the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that permits the automatic reinstatement of all or a portion of the stated amount thereof after any drawing thereunder (each, an “Auto-Reinstatement Letter of Credit”). Unless otherwise directed by the applicable L/C Issuer, the applicable Borrower shall not be required to make a specific request to such L/C Issuer to permit such reinstatement. Once an Auto-Reinstatement Letter of Credit has been issued, except as provided in the following sentence, U.S. Lenders, in the case of a U.S. Letter of Credit, and Canadian Lenders, in the case of a Canadian Letter of Credit, shall be deemed to have authorized (but may not require) the applicable L/C Issuer to reinstate all or a portion of the stated amount thereof in accordance with the provisions of such Letter of Credit. Notwithstanding the foregoing, if such Auto-Reinstatement Letter of Credit permits the applicable L/C Issuer to decline to reinstate all or any portion of the stated amount thereof after a drawing thereunder by giving notice of such non-reinstatement within a specified number of days after such drawing (the “Non-Reinstatement Deadline”), the applicable L/C Issuer shall not permit such reinstatement if it has received a notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Reinstatement Deadline (A) in the case of a U.S. Letter of Credit, from U.S. Agent that U.S. Required Lenders have elected not to permit such reinstatement, or in the case of a Canadian Letter of Credit, from Canadian Agent that Required Canadian Lenders have elected not to permit such reinstatement or (B) in the case of a U.S. Letter of Credit, from U.S. Agent, any U.S. Lender or U.S. Borrower, or, in the case of a Canadian Letter of Credit, from Canadian Agent, any Canadian Lender or Canadian Borrower, that one or more of the applicable conditions specified in Section 4.02 is not then satisfied (treating such reinstatement as an L/C Credit Extension for purposes of this clause) and, in each case, directing the applicable L/C Issuer not to permit such reinstatement.

     (c) Drawings and Reimbursements; Funding of Participations.

     (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the applicable L/C Issuer shall, in the case of a U.S. Letter of Credit, notify U.S. Borrower and U.S. Agent thereof, or, in the case of a Canadian Letter of Credit, notify Canadian Borrower and Canadian Agent thereof. On the date of any payment by the applicable L/C Issuer under a Letter of Credit (each such date, an “Honor Date”), U.S. Agent shall promptly notify each U.S. Lender, in the case of a U.S. Letter of Credit, or Canadian Agent shall notify each Canadian Lender, in the case of a Canadian

60

Letter of Credit, of the Honor Date, the amount of the drawing (the “Unreimbursed Amount”), and the amount of such Lender’s Applicable Revolving Credit/Committed Loan Percentage thereof. On the Honor Date, the applicable Borrower shall be deemed to have requested a Committed Borrowing of Base Rate Loans, in the case of a Letter of Credit denominated in U.S. Dollars, or Canadian Prime Loans, in the case of a Letter of Credit denominated in Canadian Dollars, to be disbursed in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans or Canadian Prime Loans, as applicable, but subject to the amount of the unutilized portion of the Aggregate Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by either L/C Issuer or either Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

     (ii) Each applicable Lender shall upon any notice pursuant to Section 2.03(c)(i) make funds available to the applicable Agent for the account of the applicable L/C Issuer at the applicable Agent’s Office in an amount equal to its Applicable Revolving Credit/Committed Loan Percentage of the Unreimbursed Amount not later than 12:00 noon on the Business Day specified in such notice by the applicable Agent, whereupon, subject to the provisions of Section 2.04(c)(iii), each Lender that so makes funds available shall be deemed to have made a Base Rate Committed Loan or a Canadian Prime Committed Loan, as applicable, to the applicable Borrower in such amount. The applicable Agent shall remit the funds so received to the applicable L/C Issuer.

     (iii) With respect to any Unreimbursed Amount that is not fully refinanced (i) by a Committed Borrowing of Base Rate Loans in the case of a U.S. Letter of Credit, or (ii) by a Committed Borrowing of Canadian Prime Loans in the case of a Canadian Letter of Credit because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the applicable Borrower shall be deemed to have incurred from the applicable L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Lender’s payment to Agent for the account of L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.04.

     (iv) Until each Lender funds its Committed Loan or L/C Advance pursuant to this Section 2.04(c) to reimburse L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Revolving Credit/Committed Loan Percentage of such amount shall be solely for the account of the applicable L/C Issuer.

61

     (v) Each Lender’s obligation to make Committed Loans or L/C Advances to reimburse the applicable L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.04(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the applicable L/C Issuer, the applicable Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Committed Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the applicable Borrower of a Committed Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of any Borrower to reimburse the applicable L/C Issuer for the amount of any payment made by the applicable L/C Issuer under any Letter of Credit, together with interest as provided herein.

     (vi) If any Lender fails to make available to U.S. Agent, in the case of a U.S. Letter of Credit, or Canadian Agent, in the case of a Canadian Letter of Credit, for the account of the applicable L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(ii), the applicable L/C Issuer shall be entitled to recover from such Lender (acting through the applicable Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such L/C Issuer at a rate per annum equal to the greater of (A) the Federal Funds Rate or the Interbank Reference Rate, as applicable, and (B) a rate determined by such L/C issuer in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by such L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the applicable L/C Issuer submitted to any Lender (through the applicable Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error.

     (d) Repayment of Participations.

     (i) At any time after either L/C Issuer has made a payment under any Letter of Credit and has received from any Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.04(c), if the applicable Agent receives for the account of such L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the applicable Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the applicable Agent), the applicable Agent will distribute to such

62

Lender its Applicable Revolving Credit/Committed Loan Percentage thereof in the same funds as those received by Agent.

     (ii) If any payment received by an Agent for the account of a L/C Issuer pursuant to Section 2.04(c)(i) is required to be returned under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by such L/C Issuer in its discretion), each U.S. Lender, in the case of a U.S. Letter of Credit, and each Canadian Lender, in the case of a Canadian Letter of Credit, shall pay to the applicable Agent for the account of the applicable L/C Issuer its Applicable Revolving Credit/Committed Loan Percentage thereof on demand of such Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate or the Interbank Reference Rate, as applicable, from time to time in effect. The obligations of Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

     (e) Obligations Absolute. The obligation of a Borrower to reimburse the applicable L/C Issuer for each drawing under each Letter of Credit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

     (i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Loan Document;

     (ii) the existence of any claim, counterclaim, setoff, defense or other right that such Borrower or any Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

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

     (iv) any payment by a L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by a L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter

63

of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; or

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

     Each Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with such Borrower’s instructions or other irregularity, such Borrower will immediately notify the applicable L/C Issuer. Each Borrower shall be conclusively deemed to have waived any such claim against the applicable L/C Issuer and its correspondents unless such notice is given as aforesaid.

     (f) Role of L/C Issuers. Each Lender and each Borrower agree that, in paying any drawing under a Letter of Credit, the applicable L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuers, Agents, any of their respective Related Parties nor any correspondent, participant or assignee of any L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of Lenders or Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. Each Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude any Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuers, Agents, any of their respective Related Parties nor any correspondent, participant or assignee of a L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.04(e); provided, however, that anything in such clauses to the contrary notwithstanding, a Borrower may have a claim against the applicable L/C Issuer, and the applicable L/C Issuer may be liable to a Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Borrower which such Borrower proves were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, each L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and L/C Issuers shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit

64

or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

     (g) Cash Collateral. Upon the request of U.S. Agent, in the case of a U.S. Letter of Credit, or Canadian Agent, in the case of a Canadian Letter of Credit, (i) if the applicable L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of the L/C Expiration Date, any L/C Obligation for any reason remains outstanding, U.S. Borrower, in the case of a U.S. Letter of Credit, or Canadian Borrower, in the case of a Canadian Letter of Credit, shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations. Sections 2.06 and 8.02(c) set forth certain additional requirements to deliver Cash Collateral hereunder. For purposes hereof, “Cash Collateralize” means to pledge and deposit with or deliver to the applicable Agent, for the benefit of the applicable L/C Issuer and the applicable Lenders, as collateral for the L/C Obligations, cash or deposit account balances pursuant to documentation in form and substance satisfactory to the applicable Agent and the applicable L/C Issuer (which documents are hereby consented to by the applicable Lenders). Derivatives of such term have corresponding meanings. U.S. Borrower hereby grants to U.S. Agent, for the benefit of U.S. L/C Issuer and U.S. Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash collateral shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America or Bank of America Canada, as applicable. All amounts of cash or deposit account balances under this clause (g), to the extent not applied to the Obligations in accordance with the terms of this Agreement, shall be returned to the applicable Borrower within three (3) Business Days after all L/C Borrowings of such Borrower have been paid, all Events of Default shall have been waived or cured and such Borrower has provided a written request for the return of such funds.

     (h) Applicability of ISP and UCP. Unless otherwise expressly agreed by the applicable L/C Issuer and the applicable Borrower when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), (i) the rules of the ISP shall apply to each standby Letter of Credit, and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce (the “ICC”) at the time of issuance shall apply to each commercial Letter of Credit.

     (i) L/C Fees. U.S. Borrower shall pay to U.S. Agent for the account of each U.S. Lender, and Canadian Borrower shall pay to Canadian Agent for the account of each Canadian Lender, in accordance with its Applicable Percentage a Letter of Credit fee (the “L/C Fee”) (i) for each commercial Letter of Credit equal to the Applicable Rate times the daily amount available to be drawn under such Letter of Credit, and (ii) for each standby Letter of Credit equal to the Applicable Rate times the daily amount available to be drawn under such Letter of Credit. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. L/C Fees shall be (i) due and payable on the last Business Day of each March, June, September and December,

65

commencing with the first such date to occur after the issuance of such Letter of Credit, on the L/C Expiration Date and thereafter on demand and (ii) computed on a quarterly basis in arrears. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Lenders, while any Event of Default exists, all L/C Fees shall accrue at the Default Rate.

     (j) Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. Each Borrower shall pay directly to L/C Issuers for their own respective accounts a fronting fee (i) with respect to each commercial Letter of Credit, at the rate of 0.125%, computed on the amount of such Letter of Credit, and payable upon the issuance thereof, (ii) with respect to any amendment of a commercial Letter of Credit increasing the amount of such Letter of Credit, at a rate separately agreed between the applicable Borrower and the applicable L/C Issuer, computed on the amount of such increase, and payable upon the effectiveness of such amendment, and (iii) with respect to each standby Letter of Credit, at the rate per annum equal to 0.125%, computed on the daily amount available to be drawn under such Letter of Credit on a quarterly basis in arrears Such fronting fee shall be due and payable on the tenth Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the L/C Expiration Date and thereafter on demand. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. In addition, each Borrower shall pay directly to the applicable L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

     (k) Conflict with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Documents, the terms hereof shall control.

     (l) Letters of Credit Issued for Subsidiaries. Notwithstanding that a U.S. Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary, U.S. Borrower shall be obligated to reimburse U.S. L/C Issuer hereunder for any and all drawings under such U.S. Letter of Credit. U.S. Borrower hereby acknowledges that the issuance of U.S. Letters of Credit for the account of Subsidiaries inures to the benefit of U.S. Borrower, and that U.S. Borrower’s business derives substantial benefits from the businesses of such Subsidiaries.

     2.05. U.S. Swing Line Loans.

     (a) The U.S. Swing Line. Subject to the terms and conditions set forth herein, U.S. Swing Line Lender agrees, in reliance upon the agreements of the other U.S.

66

Lenders set forth in this Section 2.05, to make loans (each such loan, a “U.S. Swing Line Loan”) to U.S. Borrower from time to time on any U.S. Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the U.S. Swing Line Sublimit, notwithstanding the fact that such U.S. Swing Line Loans, when aggregated with the Applicable Revolving Credit/Committed Loan Percentage of the Outstanding Amount of U.S. Committed Loans and U.S. L/C Obligations of U.S. Lender acting as U.S. Swing Line Lender, may exceed the amount of such U.S. Lender’s Commitment; provided, however, that after giving effect to any U.S. Swing Line Loan, (i) the Total U.S. Revolving Credit Outstandings shall not exceed the lesser of (x) the Aggregate U.S. Revolving Credit Commitments or (y) the U.S. Borrowing Base, and (ii) the aggregate Outstanding Amount of the U.S. Revolving Credit Loans of any U.S. Lender, plus such U.S. Lender’s Applicable Revolving Credit/Committed Loan Percentage of the Outstanding Amount of all U.S. L/C Obligations, plus such U.S. Lender’s Applicable Revolving Credit/Committed Loan Percentage of the Outstanding Amount of all U.S. Swing Line Loans shall not exceed such U.S. Lender’s U.S. Revolving Credit Commitment, and provided, further, that U.S. Borrower shall not use the proceeds of any U.S. Swing Ling Loan to refinance any outstanding U.S. Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, U.S. Borrower may borrow under this Section 2.05, prepay under Section 2.06 and reborrow under this Section 2.05. Each U.S. Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a U.S. Swing Line Loan, each U.S. Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from U.S. Swing Line Lender a risk participation in such U.S. Swing Line Loan in an amount equal to the product of such U.S. Lender’s Applicable Revolving Credit/Committed Loan Percentage times the amount of such U.S. Swing Line Loan.

     (b) Borrowing Procedures. Each U.S. Swing Line Borrowing shall be made upon U.S. Borrower’s irrevocable written Swing Line Loan Notice to U.S. Swing Line Lender and U.S. Agent, which may be given by facsimile. Each such written Swing Line Loan Notice must be received by U.S. Swing Line Lender and U.S. Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $200,000, and (ii) the requested borrowing date, which shall be a U.S. Business Day. Each such written Swing Line Loan Notice must be appropriately completed and signed by a Responsible Officer of U.S. Borrower. Promptly after receipt by U.S. Swing Line Lender of any Swing Line Loan Notice, U.S. Swing Line Lender will confirm with U.S. Agent (by telephone or in writing) that U.S. Agent has also received such Swing Line Loan Notice and, if not, U.S. Swing Line Lender will notify U.S. Agent (by telephone or in writing) of the contents thereof. Unless U.S. Swing Line Lender has received notice (by telephone or in writing) from U.S. Agent (including at the request of any U.S. Lender) prior to 2:00 p.m. on the date of the proposed U.S. Swing Line Borrowing (A) directing U.S. Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.05(a), or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, U.S. Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its U.S. Swing Line Loan available to U.S.

67

Borrower at its office by crediting the account of U.S. Borrower on the books of U.S. Swing Line Lender in immediately available funds. U.S. Revolving Credit Lenders agree that U.S. Swing Line Lender may agree to modify the borrowing procedures used in connection with the U.S. Swing Line in its discretion and without affecting any of the obligations of U.S. Revolving Credit Lenders hereunder other than notifying U.S. Agent of a Swing Line Loan Notice.

     (c) Refinancing of U.S. Swing Line Loans.

     (i) U.S. Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of U.S. Borrower (which hereby irrevocably authorizes U.S. Swing Line Lender to so request on its behalf), that each U.S. Lender make a Base Rate U.S. Revolving Credit Loan in an amount equal to such U.S. Lender’s Applicable Revolving Credit/Committed Loan Percentage of the amount of U.S. Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Aggregate Revolving Credit Commitments and the conditions set forth in Section 4.02. U.S. Swing Line Lender shall furnish U.S. Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to U.S. Agent. Each U.S. Lender shall make an amount equal to its Applicable Revolving Credit/Committed Loan Percentage of the amount specified in such Committed Loan Notice available to U.S. Agent in immediately available funds for the account of U.S. Swing Line Lender at U.S. Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.05(c)(ii), each U.S. Lender that so makes funds available shall be deemed to have made a Base Rate U.S. Revolving Credit Loan to U.S. Borrower in such amount. U.S. Agent shall remit the funds so received to U.S. Swing Line Lender.

     (ii) If for any reason any U.S. Swing Line Loan cannot be refinanced by such a Committed Borrowing in accordance with Section 2.05(c)(i), the request for Base Rate U.S. Revolving Credit Loans submitted by U.S. Swing Line Lender as set forth herein shall be deemed to be a request by U.S. Swing Line Lender that each of the U.S. Lenders fund its risk participation in the relevant U.S. Swing Line Loan and each U.S. Lender’s payment to U.S. Agent for the account of U.S. Swing Line Lender pursuant to Section 2.05(c)(i) shall be deemed payment in respect of such participation.

     (iii) If any U.S. Lender fails to make available to U.S. Agent for the account of U.S. Swing Line Lender any amount required to be paid by such U.S. Lender pursuant to the foregoing provisions of this Section 2.05(c) by the time specified in Section 2.05(c)(i), U.S. Swing Line Lender shall be entitled to recover from such U.S. Lender (acting through U.S. Agent), on demand, such

68

amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to U.S. Swing Line Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by U.S. Swing Line Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by U.S. Swing Line Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or funded participation in the relevant U.S. Swing Line Loan, as the case may be. A certificate of U.S. Swing Line Lender submitted to any U.S. Lender (through U.S. Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.

     (iv) Each U.S. Lender’s obligation to make U.S. Revolving Credit Loans or to purchase and fund risk participations in U.S. Swing Line Loans pursuant to this Section 2.05(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such U.S. Lender may have against U.S. Swing Line Lender, U.S. Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each U.S. Lender’s obligation to make U.S. Revolving Credit Loans pursuant to this Section 2.05(c) is subject to the conditions set forth in Section 4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of U.S. Borrower to repay U.S. Swing Line Loans, together with interest as provided herein.

     (d) Repayment of Participations.

     (i) At any time after any U.S. Lender has purchased and funded a risk participation in a U.S. Swing Line Loan, if U.S. Swing Line Lender receives any payment on account of such U.S. Swing Line Loan, U.S. Swing Line Lender will distribute to such U.S. Lender its Applicable Revolving Credit/Committed Loan Percentage thereof in the same funds as those received by U.S. Swing Line Lender.

     (ii) If any payment received by U.S. Swing Line Lender in respect of principal or interest on any U.S. Swing Line Loan is required to be returned by U.S. Swing Line Lender under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by U.S. Swing Line Lender in its discretion), each U.S. Lender shall pay to U.S. Swing Line Lender its Applicable Revolving Credit/Committed Loan Percentage thereof on demand of U.S. Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Federal Funds Rate. U.S. Agent will make such demand upon the request of U.S. Swing Line Lender.

69

The obligations of U.S. Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

     (e) Interest for Account of U.S. Swing Line Lender. U.S. Swing Line Lender shall be responsible for invoicing U.S. Borrower for interest on the U.S. Swing Line Loans. Until each U.S. Lender funds its Base Rate U.S. Revolving Credit Loan or risk participation pursuant to this Section 2.05 to refinance such U.S. Lender’s Applicable Revolving Credit/Committed Loan Percentage of any U.S. Swing Line Loan, interest in respect of such Applicable Revolving Credit/Committed Loan Percentage shall be solely for the account of U.S. Swing Line Lender.

     (f) Payments Directly to U.S. Swing Line Lender. U.S. Borrower shall make all payments of principal and interest in respect of the U.S. Swing Line Loans directly to U.S. Swing Line Lender.

     2.06. Prepayments.

     (a) Optional. (i) Borrowers may, upon notice to U.S. Agent, in the case of U.S. Committed Loans, or to Canadian Agent, in the case of Canadian Committed Loans, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the applicable Agent not later than 10:00 A. M. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans or Canadian Prime Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of U.S. $500,000 or a whole multiple of $100,000 in excess thereof and (iv) any prepayment of Canadian Prime Committed Loans shall be in a principal amount of Cdn. $500,000 or a whole multiple of Cdn. $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and the Type(s) of Committed Loans and the Facility to be prepaid and, if Eurodollar Rate Committed Loans are to be prepaid, the Interest Period(s) of such Loans. U.S. Agent, in the case of prepayment of U.S. Committed Loans, and Canadian Agent, in the case of prepayment of Canadian Committed Loans (other than Acceptances or Discount Notes), will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by a Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Committed Loans of the applicable Lenders in accordance with their respective Applicable Percentages of the relevant Facility being prepaid.

70

     (ii) U.S. Borrower may, upon notice to U.S. Swing Line Lender (with a copy to U.S. Agent), at any time or from time to time, voluntarily prepay U.S. Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the U.S. Swing Line Lender and U.S. Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of U.S. $100,000 or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by U.S. Borrower, U.S. Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

     (b) Mandatory. (i) Commencing with the fiscal year ending December 31, 2007, within five Business Days after financial statements have been delivered pursuant to Section 6.06(b) and the related Compliance Certificate has been delivered pursuant to Section 6.06(c), U.S. Borrower shall prepay an aggregate principal amount of Term A Loans equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements.

     (ii) If any Loan Party or any of its Subsidiaries (other than any Foreign Subsidiary) disposes of any property with the consent of Required Lenders (other than any Disposition of any property permitted by Section 7.06), which results in the realization by such Person of Net Cash Proceeds, U.S. Borrower shall prepay an aggregate principal amount of Term A Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (vi) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.06(b)(ii), at the election of U.S. Borrower (as notified by U.S. Borrower to U.S. Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in productive assets as provided in Section 7.06; and provided further, however, that any Net Cash Proceeds not so reinvested within the time period specified in Section 7.06 shall be immediately applied to the prepayment of the Term A Loans as set forth in this Section 2.06(b)(ii).

     (iii) Upon the sale or issuance by any Loan Party or any of its Subsidiaries (other than any Foreign Subsidiary) of any of its Equity Interests (other than any sales or issuances of Equity Interests to another Loan Party and other than the issuance of Equity Interest by U.S. Borrower as a result of the exercise of stock options where the Net Cash Proceeds received by U.S. Borrower during the term of this Agreement do not exceed $6,000,000), U.S. Borrower shall prepay an aggregate principal amount of Term A Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clause (vi) below).

71

     (iv) Upon the incurrence or issuance by any Loan Party or any of its Subsidiaries (other than any Foreign Subsidiary) of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02), U.S. Borrower shall prepay an aggregate principal amount of Term A Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clause (vi).

     (v) Upon any Extraordinary Receipt received by or paid to or for the account of any Loan Party or any of its Subsidiaries (other than any Foreign Subsidiary), and not otherwise included in clause (ii), (iii) or (iv) of this Section 2.06(b), U.S. Borrower shall prepay an aggregate principal amount of Term A Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to be applied as set forth in clause (vi) below); provided, however, that with respect to any proceeds of insurance or condemnation awards (or payments in lieu thereof), at the election of U.S. Borrower (as notified by U.S. Borrower to the U.S. Agent on or prior to the date of receipt of such insurance proceeds or condemnation awards (or payments in lieu thereof)), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may apply such Net Cash Proceeds within 180 days after the receipt thereof to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received; and provided, further, however, that any cash proceeds not so applied shall be immediately applied to the prepayment of Term A Loans as set forth in this Section 2.06(b)(v).

     (vi) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.06(b) shall be applied to the Term A Facility and to the principal repayment installments thereof on a pro-rata basis until the Term A Facility has been paid in full. Upon payment in full of the Term A Facility, no further mandatory prepayments shall be required under clauses (i), (ii), (iii), (iv) or (v) of this Section 2.06(b).

     (vii) Notwithstanding any of the other provisions of clause (ii), (iii), (iv) or (v) of this Section 2.06(b), so long as no Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (ii), (iii), (iv) or (v) of this Section 2.06(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Term A Loans on such date is less than or equal to $1,000,000, U.S. Borrower may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (ii), (iii), (iv) or (v) of this Section 2.06(b) to be applied to prepay Loans exceeds $1,000,000. During such deferral period U.S. Borrower may apply all or any part of such aggregate amount to prepay U.S. Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article IV, reborrow such amounts (which amounts, to the extent originally constituting Net

72

Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.06(b). Upon the occurrence of a Default during any such deferral period, U.S. Borrower shall immediately prepay the Term A Loans in the amount of all Net Cash Proceeds received by U.S. Borrower and other amounts, as applicable, that are required to be applied to prepay Term A Loans under this Section 2.06(b) (without giving effect to the first and second sentences of this clause (vii)) but which have not previously been so applied.

     (viii) Notwithstanding the provisions of clauses (ii) and (v) of this Section 2.06(b) to the contrary, so long as the Collateral Agency and Intercreditor Agreement is in effect, any Net Cash Proceeds of a Disposition referred to in clause (ii) or an Extraordinary Receipt referred to in clause (v) shall, to the extent provided in the Collateral Agency and Intercreditor Agreement, be distributed as provided therein and not as provided for in this Section 2.06(b); provided, however, if any portion of an “Offered Repayment” (as such term is defined in the Collateral Agreement and Intercreditor Agreement) relating to a Disposition referred to in clause (ii) or an Extraordinary Receipt referred to in clause (v) is paid to a Loan Party as a result of the rejection of all or a portion of an Offered Repayment by any Other Senior Creditor, U.S. Borrower shall prepay an aggregate principal amount of Term A Loans equal to the amount of the Offered Repayment so paid to the applicable Loan Party. Notwithstanding the provisions of clauses (i), (ii), (iii), (iv) and (v) of this Section 2.06(b) to the contrary, if and to the extent that following the occurrence and during the continuance of an “Event of Default” (as defined in the Note Agreement) any Loan Party makes a prepayment of Noteholder Indebtedness pursuant to the Note Agreement as in effect on the Closing Date from any of (i) Excess Cash Flow which is otherwise subject to the prepayment obligations under clause (i) of this Section 2.06(b), (ii) the Net Cash Proceeds received from a Disposition, which Net Cash Proceeds are otherwise subject to the prepayment obligations under clause (ii) of this Section 2.06(b), (iii) the Net Cash Proceeds received from the issuance or sale of Equity Interests which Net Cash Proceeds are otherwise subject to the prepayment obligations under clause (iii) of this Section 2.06(b), (iv) the Net Cash Proceeds received from the incurrence or issuance of any Indebtedness which Net Cash Proceeds are otherwise subject to the prepayment obligations under clause (iv) of this Section 2.06(b), or (v) the Net Cash Proceeds received upon any Extraordinary Receipt which Net Cash Proceeds are otherwise subject to the prepayment obligations under clause (v) of this Section 2.06(b), then in such event the amounts of the mandatory prepayments required under clauses (i), (ii), (iii), (iv) and (v) of this Section 2.06(b) with respect to any such circumstances shall be reduced (but not below the Credit Agreement Debt Pro Rata Share, as defined below, of such mandatory prepayment amount otherwise required by this Section 2.06(b)) by the amount of the applicable prepayment of Noteholder Indebtedness. For purposes of this Section 2.06(b)(viii), the term “Credit Agreement Debt Pro Rata Share” shall mean, as of any date of determination thereof, a percentage equal to the ratio of the outstanding principal amount of the

73

Term A Loans to the sum of (x) the outstanding principal amount of the Term A Loans, plus (y) the outstanding principal amount of the Noteholder Indebtedness.

     (ix) If for any reason the Total U.S. Revolving Credit Outstandings at any time exceed the lesser of (i) the Aggregate U.S. Revolving Credit Commitments then in effect, or (ii) the U.S. Borrowing Base, U.S. Borrower shall immediately prepay U.S. Revolving Credit Loans and/or Cash Collateralize the U.S. L/C Obligations in an aggregate amount equal to such excess; provided, however, that U.S. Borrower shall not be required to Cash Collateralize the U.S. L/C Obligations pursuant to this Section 2.06(b)(ix) unless after the prepayment in full of the U.S. Revolving Credit Loans the Total U.S. Revolving Credit Outstandings exceed the lesser of (i) the Aggregate U.S. Revolving Credit Commitments then in effect or (ii) the U.S. Borrowing Base. If for any reason the Total Canadian Outstandings at any time exceed the lesser of (i) the Aggregate Canadian Commitments then in effect or (ii) the Canadian Borrowing Base, Canadian Borrower shall immediately prepay Canadian Loans and/or Cash Collateralize the Canadian L/C Obligations in an aggregate amount equal to such excess; provided, however, that Canadian Borrower shall not be required to Cash Collateralize the Canadian L/C Obligations pursuant to this Section 2.06(c) unless after the prepayment in full of the Canadian Loans the Total Canadian Outstandings exceed the lesser of (i) the Aggregate Canadian Commitments then in effect or (ii) the Canadian Borrowing Base.

     2.07. Termination or Reduction of Commitments.

     (a) Optional. U.S. Borrower may, upon notice to U.S. Agent and Canadian Borrower may, upon notice to Canadian Agent, terminate the Aggregate U.S. Revolving Credit Commitments, or the Aggregate Canadian Commitments, as the case may be, or from time to time permanently reduce the Aggregate U.S. Revolving Credit Commitments, or the Aggregate Canadian Commitments, as the case may be; provided that (i) any such notice shall be received by the applicable Agent not later than 10:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 or any whole multiple of $500,000 in excess thereof, (iii) Borrowers shall not terminate or reduce the Aggregate U.S. Revolving Credit Commitments or the Aggregate Canadian Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total U.S. Revolving Credit Outstandings would exceed the Aggregate U.S. Revolving Credit Commitments, or the Total Canadian Outstandings would exceed the Aggregate Canadian Commitments, (iv) if, after giving effect to any reduction of the Aggregate U.S. Revolving Credit Commitments, the U.S. L/C Sublimit or the U.S. Swing Line Sublimit exceeds the amount of the Aggregate U.S. Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess; and (v) if, after giving effect to any reduction of the Aggregate Canadian Commitments, the Canadian L/C Sublimit exceeds the amount of the Aggregate Canadian Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The applicable Agent will promptly notify the applicable Lenders of any such notice of termination or reduction of

74

the Aggregate U.S. Revolving Credit Commitments or the Aggregate Canadian Commitments. Any reduction of the Aggregate U.S. Revolving Credit Commitments shall be applied to the U.S. Revolving Credit Commitment of each U.S. Lender according to its Applicable Revolving Credit/Committed Loan Percentage and any reduction of the Aggregate Canadian Commitments shall be applied to the Canadian Commitment of each Canadian Lender according to its Applicable Revolving Credit/Committed Loan Percentage. All fees accrued until the effective date of any termination of the Aggregate U.S. Revolving Credit Commitments or the Aggregate Canadian Commitments, as the case may be, shall be paid on the effective date of such termination.

     (b) Mandatory. The aggregate Term A Commitments shall be automatically and permanently reduced to zero on the date of the Term A Loan.

     2.08. Repayment of Loans.

     (a) Term A Loans. U.S. Borrower shall repay to Term A Lenders the aggregate principal amount of all Term A Loans in quarterly principal installments of $1,500,000 each commencing on December 1, 2006 and on the first day of each March, June, September and December thereafter (which amounts shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.06(b)(vi)); provided, however, that the final principal installment of the Term A Loans shall be repaid on the Maturity Date and in any event shall be in an amount equal to the aggregate principal amount of all Term A Loans outstanding on such date.

     (b) U.S. Revolving Credit Loans. U.S. Borrower shall repay to U.S. Revolving Credit Lenders on the Maturity Date the aggregate principal amount of U.S. Revolving Credit Loans outstanding to U.S. Borrower on such date.

     (c) U.S. Swing Line Loans. U.S. Borrower shall repay to U.S. Swing Line Lender each U.S. Swing Line Loan on the earlier to occur of (i) demand by U.S. Swing Line Lender and (ii) the Maturity Date.

     (d) Canadian Committed Loans. Canadian Borrower shall repay to Canadian Lenders on the Maturity Date the aggregate principal amount of Canadian Committed Loans outstanding to Canadian Borrower on such date.

     2.09. Interest.

     (a) Subject to the provisions of subsection (b) below, (i) each Eurodollar Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurodollar Rate for such Interest Period plus the Applicable Rate; (ii) each Base Rate Committed Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate; (iii) each U.S. Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate; and

75

(iv) each Canadian Prime Committed Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Canadian Prime Rate plus the Applicable Rate.

     (b) (i) If any amount of principal of any Loan is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

     (ii) If any amount (other than principal of any Loan) payable by either Borrower under any Loan Document is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of Required Lenders, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

     (iii) Upon the request of Required Lenders, while any Event of Default exists, Borrowers shall pay interest on the principal amount of all outstanding Obligations hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

     (iv) Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

     (c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

     2.10. Fees. In addition to certain fees described in subsections (i) and (j) of Section 2.04:

     (a) Commitment Fee. U.S. Borrower shall pay to U.S. Agent for the account of each U.S. Lender in accordance with its Applicable Revolving Credit/Committed Loan Percentage, a commitment fee equal to the Applicable Rate times the actual daily amount by which the Aggregate U.S. Revolving Credit Commitments exceed the sum of (i) the Outstanding Amount of U.S. Committed Loans and (ii) the Outstanding Amount of U.S. L/C Obligations. Canadian Borrower shall pay to Canadian Agent for the account of each Canadian Lender in accordance with its Applicable Revolving Credit/Committed Loan Percentage, a commitment fee equal to the Applicable Rate times the actual daily amount by which the Aggregate Canadian Commitments exceed the sum of (i) the Outstanding Amount of Canadian Committed Loans and (ii) the Outstanding Amount of Canadian L/C Obligations. The commitment fees shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in

76

Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period. The commitment fees shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. For purposes of computing the commitment fee, U.S. Swing Line Loans shall not be counted towards or considered usage of the Aggregate U.S. Revolving Credit Commitments.

     (b) Agent’s Fees. U.S. Borrower shall pay to U.S. Agent for Agent’s own account, fees in the amounts and at the times specified in the letter agreement, dated June 20, 2006 (the “Agent Fee Letter”), among U.S. Borrower, U.S. Agent and Banc of America Securities LLC. Such fees shall be fully earned when paid and shall be nonrefundable for any reason whatsoever.

     (c) Lenders’ Upfront Fee. On the Closing Date, U.S. Borrower shall pay to U.S. Agent, for the account of each U.S. Lender an upfront fee in the amount specified in the Agent Fee Letter. On the Closing Date, Canadian Borrower shall pay to Canadian Agent, for the account of each Canadian Lender, an upfront fee in the amount specified in the Agent Fee Letter. Such upfront fees are for the credit facilities committed by Lenders under this Agreement and are fully earned on the date paid. The upfront fee paid to each Lender is solely for its own account and is nonrefundable for any reason whatsoever.

     (d) Acceptance Fees. Canadian Borrower agrees to pay to each Canadian Lender a fee (the “Acceptance Fee”) in advance, at a rate per annum equal to the Applicable Rate, on the date of acceptance of each Acceptance. All Acceptance Fees shall be calculated on the face amount of the Acceptance issued and computed on the basis of the actual number of days in the term thereof and a year of 365 or 366 days, as the case may be, and shall be payable in Canadian Dollars. The Acceptance Fee shall be in addition to any other fees payable to each Canadian Lender in connection with the issuance or discounting of such Acceptance.

     2.11. Computation of Interest and Fees.

     (a) All computations of interest for Canadian Prime Loans shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.13(a), bear interest for one day. Each determination by either Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

77

     (b) With respect to Canadian Loans and fees relating thereto, unless otherwise stated herein, wherever reference is made to a rate of interest “per annum” or a similar expression, such interest shall be calculated on the basis of a calendar year of 365 days or 366 days, as the case may be, and using the nominal rate method of calculation, and shall not be calculated using the effective rate method of calculation or on any other basis that gives effect to the principle of deemed reinvestment of interest.

     (c) For the purposes of the Interest Act (Canada) and disclosure thereunder, whenever interest to be paid with respect to Canadian Loans or fees relating thereto is to be calculated on the basis of a year of 360 days or any other period of time that is less than a calendar year, the yearly rate of interest to which the rate determined pursuant to such calculation is equivalent is the rate so determined multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by either 360 or such other period of time, as the case may be.

     2.12. Evidence of Debt.

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

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

     2.13. Payments Generally; Agent’s Clawback.

     (a) General. All payments to be made by each Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by Borrowers hereunder

78

shall be made to the applicable Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Agent’s Office in U.S. Dollars, in the case of U.S. Borrower, or U.S. Dollars or Canadian Dollars, as the case may be, in the case of Canadian Borrower and in immediately available funds not later than 11:00 A. M. on the date specified herein. U.S. Agent will promptly distribute to each U.S. Lender and Canadian Agent shall distribute to each Canadian Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by either Agent after 11:00 A. M. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by either Borrower shall come due on a day other than a U.S. Business Day, in the case of U.S. Borrower, or a Canadian Business Day, in the case of Canadian Borrower, payment shall be made on the next following U.S. Business Day or Canadian Business Day, as the case may be, and such extension of time shall be reflected in computing interest or fees, as the case may be.

     (i) Funding by Lenders; Presumption by Agents. Unless the applicable Agent shall have received notice from a Lender prior to the proposed date of any Committed Borrowing of Eurodollar Rate Loans (or, in the case of any Committed Borrowing of Base Rate Loans or Canadian Prime Loans, prior to 11:00 A. M. on the date of such Committed Borrowing) that such Lender will not make available to the applicable Agent such Lender’s share of such Committed Borrowing, the applicable Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of a Committed Borrowing of Base Rate Loans or Canadian Prime Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02) and may, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Committed Borrowing available to the applicable Agent, then the applicable Lender and the applicable Borrower severally agree to pay to the applicable Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the applicable Borrower to but excluding the date of payment to the applicable Agent, at (A) in the case of a payment to be made by such U.S. Lender, the greater of the Federal Funds Rate and a rate determined by U.S. Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by U.S. Agent in connection with the foregoing; (B) in the case of a payment to be made by such Canadian Lender, the Federal Funds Rate or the Interbank Reference Rate, as applicable, plus any administrative, processing or similar fees customarily charged by Canadian Agent in connection with the foregoing, (C) in the case of a payment to be made by U.S. Borrower, in lieu of the rate applicable pursuant to Section 2.09, the interest rate applicable to Base Rate Loans, and (D) in the case of a payment to be made by Canadian Borrower, in lieu of the rate applicable pursuant to Section 2.09, the interest rate applicable to Canadian Prime Loans in the case of Canadian Loans

79

denominated in Canadian Dollars, or the interest rate applicable to Base Rate Loans in the case of Canadian Loans denominated in U.S. Dollars. If the applicable Borrower and the applicable Lender shall pay such interest to the applicable Agent for the same or an overlapping period, the applicable Agent shall promptly remit to the applicable Borrower the amount of such interest paid by such Borrower for such period. If such Lender pays its share of the applicable Committed Borrowing to the applicable Agent, then the amount so paid shall constitute such Lender’s Committed Loan included in such Committed Borrowing. Any payment by the applicable Borrower shall be without prejudice to any claim such Borrower may have against such Lender that shall have failed to make such payment to the applicable Agent.

     (ii) Payments by a Borrower; Presumptions by Agents. Unless the applicable Agent shall have received notice from the applicable Borrower prior to the date on which any payment is due to such Agent for the account of the applicable Lenders or the applicable L/C Issuer hereunder that such Borrower will not make such payment, such Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the applicable Lenders or the applicable L/C Issuer, as the case may be, the amount due. In such event, if such Borrower has not in fact made such payment, then each of the applicable Lenders or the applicable L/C Issuer, as the case may be, severally agrees to repay to the applicable Agent forthwith on demand the amount so distributed to such Lender or such L/C Issuer, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the applicable Agent, (i) in the case of payments to U.S. Agent, at the greater of the Federal Funds Rate and a rate determined by U.S. Agent in accordance with banking industry rules on interbank compensation, or (ii) in the case of payments to Canadian Agent the Federal Funds Rate or the Interbank Reference Rate, as applicable. A notice of the applicable Agent to any Lender or the applicable Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.

     (b) Failure to Satisfy Conditions Precedent. If any Lender makes available to the applicable Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the applicable Borrower by the applicable Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, such Agent shall promptly return such funds (in like funds as received from such Lender) to such Lender, without interest.

     (c) Obligations of Lenders Several. The obligations of U.S. Lenders hereunder to make U.S. Committed Loans, to fund participations in U.S. Letters of Credit and U.S. Swing Line Loans and to make payments under Section 10.04(c) are several and not joint. The obligations of Canadian Lenders hereunder to make Canadian Committed Loans, to fund participations in Canadian Letters of Credit and to make

80

payments under Section 10.04(c) are several and not joint. The failure of any Lender to make any Committed Loan, to fund any such participation or to make any payment under Section 10.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Committed Loan, purchase its participation or to make its payment under Section 10.04(c).

     (d) Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

     2.14. Sharing of Payments.

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

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

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

Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any U.S. Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation.

81

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

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

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

Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Canadian Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation.

ARTICLE III

TAXES, YIELD PROTECTION AND ILLEGALITY

     3.01. Taxes.

     (a) Payments Free of Taxes. Any and all payments by either Borrower to or on account of any obligation of either Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if either Borrower shall be required by any applicable law to deduct any Indemnified Taxes (including any Other Taxes) from

82

such payments, then, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section), the applicable Agent, Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the applicable Borrower shall make such deductions, and (iii) the applicable Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

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

     (c) Indemnification by Borrowers. Each Borrower shall indemnify each Agent, each Lender and each L/C Issuer, within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by such Agent, such Lender or such L/C Issuer, as the case may be, on or with respect to any payment by or on account of any obligation of either Borrower hereunder and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the applicable Borrower by a Lender or a L/C Issuer (with a copy to the applicable Agent), or by the applicable Agent on its own behalf or on behalf of a Lender or a L/C Issuer, shall be conclusive absent manifest error. Notwithstanding the foregoing, no Borrower shall be required to make any payments or reimburse any Agent, any Lender or any L/C Issuer under this Section 3.01 with respect to any Taxes, Other Taxes or other amounts imposed on and paid by such Agent, such Lender or such L/C Issuer more than nine (9) months before the date on which a request for payment or reimbursement is delivered to such Borrower (except that, if the Taxes or Other Taxes giving rise to such payment or reimbursement is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

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

     (e) Status of U.S. Lenders. Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which U.S. Borrower is resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to payments hereunder or under any other Loan Document shall deliver to U.S. Borrower (with a copy to U.S. Agent), at the time or times prescribed by applicable law or reasonably requested by U.S. Borrower or U.S. Agent, such properly

83

completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any U.S. Lender, if requested by U.S. Borrower or U.S. Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by U.S. Borrower or U.S. Agent as will enable U.S. Borrower or U.S. Agent to determine whether or not such U.S. Lender is subject to backup withholding or information reporting requirements.

     Without limiting the generality of the foregoing, in the event that U.S. Borrower is resident for tax purposes in the United States, any Foreign Lender shall deliver to U.S. Borrower and U.S. Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a U.S. Lender under this Agreement (and from time to time thereafter upon the request of U.S. Borrower or U.S. Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable:

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

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

     (iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of U.S. Borrower within the meaning of Section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code and (y) duly completed copies of Internal Revenue Service Form W-8BEN, or

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

     (f) Treatment of Certain Refunds. If an Agent, any Lender or a L/C Issuer determines, in its sole discretion, that it has received a refund or credit of any Taxes or Other Taxes as to which it has been indemnified by a Borrower or with respect to which a Borrower has paid additional amounts pursuant to this Section, it shall pay to such Borrower an amount equal to such refund or credit (but only to the extent of indemnity payments made, or additional amounts paid, by such Borrower under this Section with respect to the Taxes or Other Taxes giving rise to such refund or credit), net of all reasonable out-of-pocket expenses of the applicable Agent, such Lender or the applicable L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund or credit), provided that such Borrower, upon the request of the applicable Agent, such Lender or the applicable

84

L/C Issuer, agrees to repay the amount paid over to such Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the applicable Agent, such Lender or the applicable L/C Issuer in the event the applicable Agent, such Lender or the applicable L/C Issuer is required to repay such refund or credit to such Governmental Authority. This subsection shall not be construed to require either Agent, any Lender or either L/C Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to any Borrower or any other Person.

     3.02. Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, U.S. Dollars in the London interbank market, then, on notice thereof by such Lender to the applicable Borrower through the applicable Agent, any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Committed Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies the applicable Agent and the applicable Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the applicable Borrower shall, upon demand from such Lender (with a copy to the applicable Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, the applicable Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due under Section 3.05 in accordance with the terms thereof due to such prepayment or conversion.

     3.03. Inability to Determine Rates. If an Agent determines in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (a) U.S. Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan, or (c) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the applicable Agent will promptly so notify Borrowers and each Lender. Thereafter, the obligation of Lenders to make or maintain Eurodollar Rate Loans shall be suspended until the applicable Agent (upon the instruction of Required Lenders) revokes such notice. Upon receipt of such notice, Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein.

     3.04. Increased Costs.

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

85

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

     (ii) subject any Lender or any L/C Issuer to any Tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Eurodollar Rate Loan made by it, or change the basis of taxation of payments to such Lender or such L/C Issuer in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 3.01 and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender or L/C Issuer); or

     (iii) impose on any Lender or any L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or such L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or such L/C Issuer, U.S. Borrower (if such Lender or L/C Issuer is a U.S. Lender or U.S. L/C Issuer) or Canadian Borrower (if such Lender or L/C Issuer is a Canadian Lender or Canadian L/C Issuer) will pay to such Lender or such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.

     (b) Capital Requirements. If any Lender or any L/C Issuer determines that any Change in Law affecting such Lender or such L/C Issuer or any Lending Office of such Lender or such Lender’s or such L/C Issuer’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or such L/C Issuer’s capital or on the capital of such Lender’s or such L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by such L/C Issuer, to a level below that which such Lender or such L/C Issuer or such Lender’s or such L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such L/C Issuer’s policies and the policies of such Lender’s or such L/C Issuer’s holding company with respect to capital adequacy), then from time to time U.S. Borrower (if such Lender or L/C Issuer is a U.S. Lender or U.S. L/C Issuer) or Canadian Borrower (if such Lender or L/C Issuer is a Canadian Lender or Canadian L/C Issuer) will pay to such Lender or such L/C Issuer, as the case may be, such additional amount or amounts

86

as will compensate such Lender or such L/C Issuer or such Lender’s or such L/C Issuer’s holding company for any such reduction suffered.

     (c) Certificates for Reimbursement. A certificate of a Lender or a L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or such L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to the applicable Borrower shall be conclusive absent manifest error. The applicable Borrower shall pay such Lender or such L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

     (d) Delay in Requests. Failure or delay on the part of any Lender or any L/C Issuer to demand compensation pursuant to the foregoing provisions of this Section shall not constitute a waiver of such Lender’s or such L/C Issuer’s right to demand such compensation, provided that no Borrower shall be required to compensate a Lender or a L/C Issuer pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or such L/C Issuer, as the case may be, notifies the applicable Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or such L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

     3.05. Compensation for Losses. Upon demand of any Lender (with a copy to the applicable Agent) from time to time, U.S. Borrower (in the case of a U.S. Committed Loan) or Canadian Borrower (in the case of a Canadian Committed Loan) shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

     (a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan or Canadian Prime Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); or

     (b) any failure by the applicable Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan or Canadian Prime Rate Loan on the date or in the amount notified by Borrower;

including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained. The applicable Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. Notwithstanding the foregoing, no Borrower shall be required to make any payments or reimburse any Lender under this Section 3.05 with respect to any loss, cost or expense incurred by and known to such Lender more than nine (9) months before the date on which a request for

87

payment or reimbursement is delivered to such Borrower. For purposes of calculating amounts payable by the applicable Borrower to Lenders under this Section 3.05, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded.

     3.06. Mitigation Obligations. If any Lender requests compensation under Section 3.04, or either Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. Borrowers hereby agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

     3.07. Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if either Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01 or if any Lender gives notice pursuant to Section 3.02 with respect to an occurrence or state of affairs not applicable to all Lenders, the applicable Borrower may replace such Lender in accordance with Section 10.13.

     3.08. Survival. All of Borrowers’ obligations under this Article III shall survive termination of the Aggregate Commitments and repayment of all other Obligations hereunder.

ARTICLE IV

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

     4.01. Conditions of Initial Credit Extension. The obligation of each L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:

     (a) Agents’ receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to Agents and each of the Lenders:

     (i) executed counterparts of this Agreement, the Collateral Agency and Intercreditor Agreement, all Collateral Documents, the Subsidiary Guarantee

88

and the Parent Guarantee, sufficient in number for distribution to Agents, each Lender and Borrowers;

     (ii) a Note executed by the applicable Borrower in favor of each Lender requesting a Note;

     (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as Agents may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party;

     (iv) such documents and certifications as Agents may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction listed on the Schedule of Documents prepared by Agents’ counsel in connection with this Agreement;

     (v) a favorable opinion of United States and Canadian counsel to the Loan Parties acceptable to Agents addressed to the applicable Agent and each applicable Lender, as to the matters set forth concerning the Loan Parties and the Loan Documents in form and substance satisfactory to Agents;

     (vi) a certificate of a Responsible Officer of each Loan Party either (A) stating that all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party have been obtained and are in full force and effect and attaching to such certificate a listing of all such consents, licenses and approvals, or (B) stating that no such consents, licenses or approvals are so required;

     (vii) a certificate signed by a Responsible Officer of each Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;

     (viii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;

     (ix) a duly completed Compliance Certificate as of the last day of the fiscal quarter of U.S. Borrower ended June 30, 2006, signed by a Responsible Officer of U.S. Borrower;

     (x) evidence that Bank of America has been appointed as Collateral Agent under the Collateral Agency and Intercreditor Agreement;

89

     (xi) a certificate of U.S. Borrower confirming that all conditions precedent to the Transtar Acquisition have been satisfied or waived by the applicable Persons;

     (xii) evidence that all commitments under the Financing Agreement, dated as of December 14, 2004, as amended, among Transtar Inventory Corp., Transtar Metals Corp., U.S. Bank National Association, as Agent, and the other lenders party thereto (the “Existing Credit Facilities Agreement”) have been or concurrently with the Closing Date are being terminated, and all outstanding amounts thereunder paid in full and all Liens securing obligations under the Existing Credit Facilities Agreement have been or concurrently with the Closing Date are being released;

     (xiii) Borrowing Base Certificates of each Borrower dated as of June 30, 2006;

     (xiv) evidence that after giving effect to the U.S. Revolving Credit Loans on the Closing Date Undrawn Availability is not less than $15,000,000;

     (xv) evidence that (i) the Consolidated EBITDA of U.S. Borrower and its Subsidiaries (with Subsidiaries being determined after giving effect to the consummation of the Acquisition) for the 12 months ended June 30, 2006 was not less than $105,000,000, and (ii) the ratio of Consolidated Debt to Consolidated EBITDA of U.S. Borrower and its Subsidiaries (with Subsidiaries being determined after giving effect to the consummation of the Acquisition and with EBITDA being calculated for the 12 months ended June 30, 2006) as of the Closing Date is not greater than 2.75 to 1.0; and

     (xvi) such other assurances, certificates, documents, consents or opinions as Agents, L/C Issuers, U.S. Swing Line Lender or Required Lenders reasonably may require.

     (b) Any fees required to be paid on or before the Closing Date shall have been paid.

     (c) Borrowers shall have paid all fees, charges and disbursements of counsel to Agents (directly to such counsel if required by either Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between Borrowers and Agents).

     (d) The Closing Date shall have occurred on or before September 30, 2006.

Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this

90

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 Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

     4.02. Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension is subject to the following conditions precedent:

     (a) The representations and warranties of Borrowers and each other Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (b) and (a), respectively, of Section 6.06.

     (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof.

     (c) The applicable Agent and, if applicable, the applicable L/C Issuer or U.S. Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof.

Each Request for Credit Extension submitted by a Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

ARTICLE V

REPRESENTATIONS AND WARRANTIES

     Borrowers represent and warrant to Agents and Lenders that:

     5.01. Existence, Qualification and Power. Each Loan Party and each Subsidiary thereof (a) is duly organized or formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of organization or formation, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and; except in each case referred to in clause (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

91

     5.02. Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law, except, in the cases of clauses (b) and (c), as could not reasonably be expected to have a Material Adverse Effect. Each Loan Party and each Subsidiary thereof is in compliance with all Contractual Obligations referred to in clause (b)(i), except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

     5.03. Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document except those that either (a) have been obtained and are in full force and effect, or (b) are not required to be obtained or made prior to the date this representation or warranty is made.

     5.04. Binding Effect. This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms except as enforceability may be limited by applicable Debtor Relief Laws and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

     5.05. Financial Statements; No Material Adverse Effect; No Internal Control Event.

     (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of U.S. Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of U.S. Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.

     (b) The unaudited consolidated balance sheets of U.S. Borrower and its Subsidiaries dated June 30, 2006, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period

92

covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of U.S. Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.

     (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

     (d) Since the date of the Audited Financial Statements, no Internal Control Event has occurred.

     5.06. Litigation. There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of Borrowers after, in the case of the representation and warranty under this Section 5.06 as of the Closing Date only, due and diligent investigation, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against either Borrower or any of its Subsidiaries or against any of their properties or revenues that (a) purport to affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby, or (b) except as specifically disclosed in Schedule 5.06, either individually or in the aggregate could reasonably be expected to have a Material Adverse Effect, and there has been no material adverse change in the status, or financial effect on any Loan Party or any Subsidiary thereof, of the matters described on Schedule 5.06.

     5.07. No Default. Neither of either Borrower nor any Subsidiary is in default under or with respect to any Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document.

     5.08. Ownership of Property; Liens. Each of each Borrower and each Subsidiary has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The property of each Borrower and its Subsidiaries is subject to no Liens, other than Liens permitted by Section 7.04.

     5.09. Environmental Compliance. Each Borrower and its Subsidiaries conduct in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties, and as a result thereof each Borrower has reasonably concluded that, except as specifically disclosed in Schedule 5.09, such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

93

     5.10. Insurance. The properties of each Borrower and its Subsidiaries are insured with financially sound and reputable insurance companies not Affiliates of either Borrower, in such amounts (after giving effect to any self-insurance compatible with the following standards), with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the applicable Borrower or the applicable Subsidiary operates.

     5.11. Taxes. Each Borrower and its Subsidiaries have filed all Federal, state, provincial, and other material tax returns and reports required to be filed, and have paid all Federal, state, provincial, and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP. There is no proposed tax assessment against either Borrower or any Subsidiary that would, if made, have a Material Adverse Effect.

     5.12. ERISA Compliance.

     (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal or state Laws. Each Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and, to the best knowledge of U.S. Borrower, nothing has occurred which would prevent, or cause the loss of, such qualification. U.S. Borrower and each ERISA Affiliate have made all required contributions to each Plan subject to Section 412 of the Code, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Plan.

     (b) There are no pending or, to the best knowledge of Borrowers, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could be reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect.

     (c) (i) No ERISA Event has occurred or is reasonably expected to occur; (ii) no Pension Plan has any Unfunded Pension Liability; (iii) neither Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iv) neither Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v) neither Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA, except, in each case referred to in clauses

94

     (i) through (v) to the extent such occurrence could not reasonably be expected to have a Material Adverse Effect.

     5.13. Subsidiaries. As of the Closing Date, U.S. Borrower has no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13, and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and nonassessable (to the extent applicable) and are owned by a Loan Party in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens, except Liens arising under the Collateral Documents and as set forth on Part (a) of Schedule 5.13. U.S. Borrower has no equity investments in any other corporation or entity other than those specifically disclosed in Part(b) of Schedule 5.13. All of the outstanding Equity Interests in U.S. Borrower have been validly issued and are fully paid and nonassessable.

     5.14. Margin Regulations; Investment Company Act; Energy Policy Act of 2005.

     (a) Neither Borrower is engaged and will not engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock.

     (b) None of either Borrower, any Person Controlling any Borrower, or any Subsidiary (i) is a “holding company,” or a “subsidiary company” of a “holding company,” or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company,” within the meaning of the Energy Policy Act of 2005, or (ii) is or is required to be registered as an “investment company” under the Investment Company Act of 1940.

     5.15. Disclosure. Each Borrower has disclosed to Agents and Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No report, financial statement, certificate or other information furnished (whether in writing or orally) by or, to the best knowledge of such Loan Party, on behalf of any Loan Party to Agents or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Document (in each case, as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, each Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

     5.16. Compliance with Laws. Each of each Borrower and each Subsidiary is in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either

95

individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

     5.17. Intellectual Property; Licenses, Etc. Each Borrower and its Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person. To the best knowledge of each Borrower, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by Borrowers or any Subsidiary infringes upon any rights held by any other Person. No claim or litigation regarding any of the foregoing is pending or, to the best knowledge of each Borrower, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

     5.18. Compliance with Other Senior Debt Documents. As of the Closing Date the incurrence of the Obligations is in full compliance with the Credit Documents (as defined in the Collateral Agency and Intercreditor Agreement) and the Collateral Agency and Intercreditor Agreement.

     5.19. Solvency. Each Loan Party is, individually and together with its Subsidiaries on a consolidated basis, Solvent.

     5.20. Taxpayer Identification Number. U.S. Borrower’s true and correct U.S. taxpayer identification number is set forth on Schedule 10.02.

ARTICLE VI

AFFIRMATIVE COVENANTS

     So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, Borrowers covenant and agree that:

     6.01. Corporate Existence. Borrowers will maintain and preserve, and will cause each Subsidiary to maintain and preserve, its corporate, limited liability company or partnership existence and right to carry on its business and maintain, preserve, renew and extend all of its rights, powers, privileges and franchises necessary to the proper conduct of its business; provided, however, that the foregoing shall not prevent any transaction permitted by Section 7.05, Section 7.06 or Section 7.07, or the termination of the corporate or partnership existence of any Subsidiary (other than Canadian Borrower) or of any right, power, privilege or franchise of any Subsidiary (other than Canadian Borrower) if, in the reasonable good faith opinion of the Board of Directors of U.S. Borrower, such termination is in the best interests of U.S. Borrower, is not disadvantageous to any Agent or Lender or L/C Issuer, and is not otherwise prohibited by this Agreement.

96

     6.02. Insurance. Borrowers will, and will cause each Subsidiary to, maintain insurance coverage with financially sound and reputable insurers in such forms and amounts, with such deductibles and against such risks as are required by law or sound business practice and are customary for corporations engaged in the same or similar businesses and owning and operating similar properties as Borrowers and their Subsidiaries.

     6.03. Taxes, Claims for Labor and Materials. Borrowers will, and will cause each Subsidiary to, file timely all tax returns required to be filed in any jurisdiction and pay and discharge all taxes, assessments, fees and other governmental charges or levies imposed upon Borrowers or any Subsidiary or upon any of their respective properties, including leased properties (but only to the extent required to do so by the applicable lease), assets, income or franchises, prior to the date on which penalties attach thereto, and all lawful claims which, if unpaid, might become a Lien upon any of their respective properties or assets not permitted by Section 7.04, provided that neither either Borrower nor any Subsidiary shall be required to pay any such tax, assessment, fee, charge, levy or claim, the payment of which is being contested in good faith and by proper proceedings that will stay the collection thereof or the forfeiture or sale of any property and with respect to which adequate reserves are maintained in accordance with GAAP.

     6.04. Maintenance of Properties. Borrowers will maintain, preserve and keep, and will cause each Subsidiary to maintain, preserve and keep, its properties (whether owned in fee or a leasehold interest), other than any property which is obsolete or, in the good faith judgment of the applicable Borrower, no longer necessary for the operation of the business of such Borrower or any Subsidiary, in good repair and working order, ordinary wear and tear excepted, and from time to time will make all necessary repairs, replacements, renewals and additions thereto so that the business carried on in connection therewith may be properly conducted.

     6.05. Maintenance of Records. Borrowers will keep, and will cause each Subsidiary to keep, at all times proper books of record and account in which full, true and correct entries will be made of all dealings or transactions of or in relation to the business and affairs of Borrowers or such Subsidiary in accordance with GAAP consistently applied throughout the period involved (except for such changes as are disclosed in such financial statements or in the notes thereto and concurred in by U.S. Borrower’s independent certified public accountants), and Borrowers will, and will cause each Subsidiary to, provide reasonable protection against loss or damage to such books of record and account.

     6.06. Financial Information and Reports. Borrowers will furnish to the Agents (with sufficient copies for each Lender) the following:

     (a) As soon as available and in any event within 45 days after the end of each of the first three quarterly accounting periods of each fiscal year of U.S. Borrower, a consolidated balance sheet of U.S. Borrower and its Subsidiaries as of the end of such period and consolidated statements of income and cash flows of U.S. Borrower and its Subsidiaries for the periods beginning on the first day of such fiscal year and the first day of such quarterly accounting period (for the statements of income) and ending on the date of such balance sheet, setting forth in comparative form the corresponding consolidated

97

figures for the corresponding periods of the preceding fiscal year, all in reasonable detail, prepared in accordance with GAAP consistently applied throughout the periods involved and certified by the chief financial officer or chief accounting officer of U.S. Borrower (i) outlining the basis of presentation, and (ii) stating that the information presented in such financial statements contains all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the consolidated financial position of U.S. Borrower and its Subsidiaries as of such dates and the consolidated results of their operations and cash flows for the periods then ended, except that such financial statements condense or omit certain footnotes pursuant to the rules and regulations of the SEC. Delivery within the time period specified above of copies of U.S. Borrower’s Quarterly Reports on Form 10-Q prepared in compliance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 6.06(a).

     (b) As soon as available and in any event within 90 days after the last day of each fiscal year, a consolidated balance sheet of U.S. Borrower and its Subsidiaries as of the end of such fiscal year and the related consolidated statements of income, reinvested earnings and cash flows for such fiscal year, in each case setting forth in comparative form figures for the preceding fiscal year, all in reasonable detail, prepared in accordance with GAAP consistently applied throughout the period involved (except for changes disclosed in such financial statements or in the notes thereto and concurred in by U.S. Borrower’s independent certified public accountants) and accompanied by a report as to the consolidated balance sheet and the related consolidated statements of income, reinvested earnings and cash flows unqualified as to scope of audit or with respect to the absence of any material misstatement and unqualified as to going concern by a firm of independent public accountants of recognized national standing selected by U.S. Borrower, to the effect that such financial statements have been prepared in conformity with GAAP and present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of U.S. Borrower and its Subsidiaries and that the examination of such financial statements by such accounting firm has been made in accordance with generally accepted auditing standards. Delivery within the time period specified above of U.S. Borrower’s Annual Report on Form 10-K for such fiscal year (together with U.S. Borrower’s annual report to shareholders prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in compliance with the requirements therefor and filed with the SEC, together with the accountants certificate described in this Section 6.06(b), shall be deemed to satisfy the requirements of this Section 6.06(b).

     (c) Together with the consolidated financial statements delivered pursuant to paragraphs (a) and (b) of this Section 6.06, a Compliance Certificate of the chief financial officer, chief accounting officer or treasurer of U.S. Borrower, (i) to the effect that such officer has re-examined the terms and provisions of this Agreement and that on the date such calculations were made, during the periods covered by such financial reports and as of the end of such periods Borrowers are not, or were not, in default in the fulfillment of any of the terms, covenants, provisions and conditions of this Agreement and that no Default or Event of Default is occurring or has occurred as of the date of such certificate, during the periods covered by such financial statements and as of the end of such periods,

98

or if such officer is aware of any Default or Event of Default, such officer shall disclose in such statement the nature thereof, its period of existence and what action, if any, Borrowers have taken or propose to take with respect thereto, and (ii) stating whether Borrowers are in compliance with Sections 7.01 through 7.10 and setting forth, in sufficient detail, the information and computations required to establish whether or not Borrowers were in compliance with the requirements of Sections 7.01 through 7.08 during the periods covered by the financial statements then being furnished and as of the end of such periods.

     (d) Together with the financial reports delivered pursuant to paragraph (b) of this Section 6.06, a letter of U.S. Borrower’s independent certified public accountants stating that they have reviewed this Agreement and stating whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit).

     (e) As soon as available and in any event within 30 days after the end of each month, a Borrowing Base Certificate for each Borrower setting forth (i) the Eligible Accounts of such Borrower as of the end of such month, (ii) the Eligible Inventory of such Borrower as of the end of such month and (iii) the Net PP&E of such Borrower as of the end of the most recently completed fiscal quarter; provided, that each Borrower shall be permitted to deliver updated Borrowing Base Certificates to the Agents at any time

     (f) Concurrently with notice filed with the SEC, notice of (i) the filing of any suit, action, claim or counterclaim against U.S. Borrower or any Subsidiary in which the amount claimed as damages against U.S. Borrower or any Subsidiary exceeds $5,000,000 after deducting the amount which U.S. Borrower reasonably believes is covered by insurance, and (ii) the entering of any judgment or decree against U.S. Borrower or any Subsidiary if the aggregate amount of all judgments and decrees then outstanding against U.S. Borrower and all Subsidiaries exceeds $2,500,000 after deducting the amount U.S. Borrower or any Subsidiary (x) is insured therefor and with respect to which the insurer has assumed responsibility in writing and (y) is otherwise indemnified therefor if the terms of such indemnification are satisfactory to U.S. Agent.

     (g) As soon as available, copies of each financial statement, notice, report and proxy statement which U.S. Borrower furnishes to its shareholders generally; within 15 days of filing, copies of each registration statement and periodic report (without exhibits and other than registration statements relating to employee benefit plans) which U.S. Borrower files with the SEC, and any similar or successor agency of the Federal government administering the Securities Act, the Exchange Act or the Trust Indenture Act of 1939, as amended; without duplication, within 15 days of filing, copies of each report (other than reports relating solely to the issuance of, or transactions by others

99

involving, its securities) relating to U.S. Borrower or its securities which U.S. Borrower files with any securities exchange on which any of U.S. Borrower’s securities may be registered; copies of any orders applicable to either Borrower or a Subsidiary in any material proceedings to which either Borrower or any Subsidiary is a party, issued by any governmental agency, federal or state, having jurisdiction over either Borrower or any Subsidiary and, at any time as U.S. Borrower is not a reporting company under Section 13 or 15(d) of the Exchange Act or has not complied with the requirements for the exemption from registration under the Exchange Act set forth in Rule 12g-3-2(b), such financial or other information as either Agent may reasonably request.

     (h) As soon as available, a copy of each other report submitted to U.S. Borrower or any Subsidiary by independent accountants retained by U.S. Borrower or any Subsidiary in connection with any special audit made by them of the books of U.S. Borrower or any Subsidiary.

     (i) Promptly following any change in the composition of U.S. Borrower’s Subsidiaries from that set forth in Schedule 5.13, as theretofore updated pursuant to this paragraph, and also at the time of delivery of the financial statements referred to in Section 6.06(b), an updated list setting forth the information specified in Schedule 5.13.

     (j) Such additional information as either Agent may reasonably request concerning Borrowers and their Subsidiaries, including, but not limited to, accounts receivable agings, accounts payable schedules and inventory reports.

     (k) To the extent not otherwise provided herein, all information required to be delivered by Borrowers or any of their Subsidiaries to the Other Senior Creditors pursuant to the terms of any one or more agreements between or among any one or more of them and Borrowers or any Subsidiary at the same time and in the same manner as delivered to such Persons.

Borrowers hereby acknowledge that (a) Agents will make available to Lenders and L/C Issuers materials and/or information provided by or on behalf of Borrowers hereunder (collectively, “Borrower Materials”) by posting Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to Borrowers or their securities) (each, a “Public Lender”). Borrowers hereby agree that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” so long as U.S. Borrower is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Borrowers shall be deemed to have authorized Agents, L/C Issuers and Lenders to treat such Borrower Materials as not containing any material non-public information with respect to Borrowers or their securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials

100

marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) Agents shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.

     6.07. Notices. Promptly notify the Agents and each Lender:

     (a) of the occurrence of any Default;

     (b) of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including (i) breach or non-performance of, or any default under, a Contractual Obligation of the Borrower or any Subsidiary; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any Subsidiary and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any Subsidiary, including pursuant to any applicable Environmental Laws;

     (c) of any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary; and

     (d) of the occurrence of any Internal Control Event.

     Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of U.S. Borrower setting forth details of the occurrence referred to therein and stating what action Borrowers have taken and propose to take with respect thereto. Each notice pursuant to Section 6.07(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.

     6.08. Inspection of Properties and Records.

     (a) Inspection Generally. Borrowers will allow, and will cause each Subsidiary to allow, any representative of either Agent, to visit and inspect any of its properties, to examine (and, if at the time thereof any Default or Event of Default has occurred and is continuing, make copies and extracts of) its books of record and account and to discuss its affairs, finances and accounts with its officers and its present and former public accountants (and by this provision Borrowers authorize such accountants to discuss with Agents Borrowers’ and any Subsidiary’s affairs, finances and accounts), all at such reasonable times and upon such reasonable notice and as often as either Agent may reasonably request and, if at the time thereof any Default or Event of Default has occurred and is continuing, at Borrowers’ expense. Any Lender or its representatives may accompany either Agent or any representative of either Agent on any such visit or inspection, at the sole cost and expense of such Lender.

     (b) Collateral Monitoring and Review. At any time (but if no Event of Default has occurred and is continuing, not more than once per calendar year) upon the reasonable request of the U.S. Agent, permit each Agent or professionals (including, without limitation, internal and third party consultants, accountants and appraisers)

101

retained by such Agent or its professionals to conduct evaluations and appraisals (and issue reports in respect thereof) of (i) the Borrowers’ practices in the computation of the U.S. Borrowing Base and Canadian Borrowing Base and (ii) the assets included in the U.S. Borrowing Base and Canadian Borrowing Base, and pay the reasonable fees and expenses in connection therewith (including, without limitation, the reasonable and customary fees and expenses associated with such reviews, as forth in Section 10.04).

     6.09. ERISA.

     (a) All assumptions and methods used to determine the actuarial valuation of employee benefits, both vested and unvested, under any Plan subject to Title IV of ERISA, and each such Plan, whether now existing or adopted after the date hereof, will comply in all material respects with ERISA.

     (b) U.S. Borrower will not at any time permit any Plan to:

     (i) engage in any “prohibited transactions” as such term is defined in Section 4975 of the Code or in Section 406 of ERISA;

     (ii) incur any “accumulated funding deficiency” as such term is defined in Section 302 of ERISA, whether or not waived; or

     (iii) be terminated under circumstances which are likely to result in the imposition of a Lien on the property of U.S. Borrower or any ERISA Affiliate pursuant to Section 4068 of ERISA;

if the event or condition described in clauses (i), (ii) or (iii) above is likely to subject U.S. Borrower or an ERISA Affiliate to liabilities which, individually or in the aggregate, would have a Material Adverse Effect.

     (c) Upon the request of U.S. Agent, U.S. Borrower will furnish a copy of the annual report of each Plan (Form 5500) required to be filed with the Internal Revenue Service.

     (d) Within 5 days after obtaining knowledge of any event specified in clauses (I) through (VII) below that would result in a Material Adverse Effect, Borrowers will give Agents written notice of (I) a reportable event with respect to any Plan; (II) the institution of any steps by any of Borrowers, any ERISA Affiliate or the PBGC to terminate any Plan; (III) the institution of any steps by any of Borrowers or any ERISA Affiliate to withdraw from any Plan; (IV) a prohibited transaction in connection with any Plan; (V) any material increase in the contingent liability of U.S. Borrower or any Subsidiary with respect to any post-retirement welfare liability; (VI) the incurrence of any unfunded liability by a Non-U.S. Plan; or (VII) the taking of any action by the Internal Revenue Service, the Department of Labor or the PBGC with respect to any of the foregoing.

102

     6.10. Compliance with Laws.

     (a) Each Borrower will comply, and will cause each Subsidiary to comply, with all laws, rules and regulations, including Environmental Laws, relating to its or their respective businesses, other than laws, rules and regulations the failure to comply with which or the sanctions and penalties resulting therefrom, individually or in the aggregate, would not have a Material Adverse Effect.

     (b) Promptly upon the occurrence thereof, Borrowers will give Agents notice of the institution of any proceedings against, or the receipt of written notice of potential liability or responsibility of, either Borrower or any Subsidiary for violation, or the alleged violation, of any Environmental Law which violation would give rise to a Material Adverse Effect.

     6.11. Maintenance of Most Favored Lender Status. Borrowers hereby acknowledge and agree that if either Borrower or any Subsidiary shall enter into or be a party to a Revolving Loan Facility which contains for the benefit of any lender or other Person any Financial Covenants or events of default in respect thereof that are more favorable to such lender than the Financial Covenants and Events of Default in respect of such Financial Covenants contained in this Agreement then, and in each and any such event, the Financial Covenants and Events of Default in this Agreement shall be and shall be deemed to be, notwithstanding Section 10.01 and without any further action on the part of either Borrower or any other Person being necessary or required, amended to permanently afford (until so amended or waived pursuant to Section 10.01) Agents and Lenders the same benefits and rights as so afforded to any such lender or Person (such deemed amendment may be the addition of one or more new Financial Covenants and Events of Default in respect thereto addressing matters not addressed by the then existing Financial Covenants and Events of Default in respect thereto set forth herein, as well as modifications to such Financial Covenants and Events of Default in respect thereto that are more favorable to such lender or Person). Borrowers will promptly deliver to Agents a copy of each Revolving Loan Facility entered into after the Closing Date. Without limiting the effectiveness of the first sentence of this Section 6.11, Borrowers agree, no later than forty-five (45) days following the date either Borrower or any Subsidiary shall have granted any such lender or Person any such benefits or rights, to enter into such documentation as Agents may reasonably request to evidence the amendments provided for in this Section 6.11.

     6.12. Subsequent Guarantors. U.S. Borrower covenants that at all times the assets of U.S. Borrower and all Subsidiary Guarantors shall constitute at least 95% of Consolidated Total Assets (excluding, for the purposes of this calculation, the assets of Foreign Subsidiaries of U.S. Borrower (except (i) with respect to the Canadian Borrower, so long as the assets of the Canadian Borrower do not constitute more than 20% of Consolidated Total Assets, (ii) with respect to Castle Metals de Mexico, S.A. de C.V., so long as the assets of Castle Metals de Mexico, S.A. de C.V. do not constitute more than 5% of Consolidated Total Assets and (iii) with respect to any other Foreign Subsidiaries, so long as the assets of all such Foreign Subsidiaries do not constitute more than 30% of Consolidated Total Assets)) and U.S. Borrower and the Subsidiary Guarantors shall have contributed at least 95% of Consolidated EBITDA (excluding, for the purposes of this calculation, the EBITDA of Foreign Subsidiaries of U.S. Borrower

103

(except (i) with respect to the Canadian Subsidiary, so long as the assets of the Canadian Subsidiary do not constitute more than 20% of Consolidated Total Assets, (ii) with respect to Castle Metals de Mexico, S.A. de C.V., so long as the assets of Castle Metals de Mexico, S.A. de C.V. do not constitute more than 5% of Consolidated Total Assets and (iii) with respect to any other Foreign Subsidiaries, so long as the assets of all such Foreign Subsidiaries do not constitute more than 30% of Consolidated Total Assets)) for the four quarters then most recently ended. To the extent necessary to permit U.S. Borrower to comply with the foregoing U.S. Borrower will cause one or more Significant Subsidiaries to become Subsidiary Guarantors and U.S. Borrower will cause each such Significant Subsidiary to deliver to U.S. Agent (a) a joinder agreement to the Subsidiary Guarantee Agreement, which joinder agreement is to be in the form of Exhibit A to the Subsidiary Guarantee Agreement; (b) an opinion of counsel to such Person with respect to the Subsidiary Guarantee Agreement and such joinder agreement which is in form and substance reasonably acceptable to U.S. Agent; and (c) all applicable U.S. Security Documents and any other documents as may be necessary or appropriate to permit U.S. Borrower to be in compliance with its obligations set forth in this Section 6.12. The Subsidiary Guarantors shall be permitted to guaranty all Other Senior Debt.

     6.13. Collateral Covenant. At any time on or after the Closing Date, at U.S. Borrower’s expense:

     (a) U.S. Borrower will, and will cause each Subsidiary Guarantor to, execute and deliver, within forty-five (45) days after any request therefor by U.S. Agent, all further instruments and documents and take all further action that may be necessary, in order to give effect to, and to aid in the exercise and enforcement of the Liens, rights and remedies of U.S. Agent, U.S. Lenders and Collateral Agent under this Agreement, the U.S. Security Documents and each other instrument and agreement executed in connection with any of the foregoing.

     (b) U.S. Borrower will, and will cause each Subsidiary Guarantor to, take any and all steps, and execute and deliver one or more U.S. Security Documents to insure that all property of U.S. Borrower and its Significant Subsidiaries (other than Excluded Collateral) will be subject to Liens in favor of Collateral Agent pursuant to one or more U.S. Security Documents in form reasonably satisfactory to U.S. Agent.

     (c) Canadian Borrower will execute and deliver, within forty-five (45) days after any request therefor by Canadian Agent, all further instruments and documents and take all further action that may be necessary, in order to give effect to, and to aid in the exercise and enforcement of the Liens, rights and remedies of Canadian Agent and Canadian Lenders under this Agreement, the Canadian Security Documents and each other instrument and agreement executed in connection with any of the foregoing.

     (d) Canadian Borrower will take any and all steps, and execute and deliver one or more Canadian Security Documents to insure that all property of Canadian Borrower will be subject to Liens in favor of Canadian Agent pursuant to one or more Canadian Security Documents in form reasonably satisfactory to Canadian Agent.

104

     6.14. Compliance with Terms of Leaseholds. Make all payments and otherwise perform all obligations in respect of all leases of real property to which any Loan Party or any of its Subsidiaries is a party, keep such leases in full force and effect and not allow such leases to lapse or be terminated or any rights to renew such leases to be forfeited or cancelled, notify the Agents of any default by any party with respect to such leases and cooperate with the Agents in all respects to cure any such default, and cause each of its Subsidiaries to do so, except, in any case, where the failure to do so, either individually or in the aggregate, could not be reasonably likely to have a Material Adverse Effect.

     6.15. Material Contracts. Perform and observe all the terms and provisions of each Material Contract to be performed or observed by it, maintain each such Material Contract in full force and effect, enforce each such Material Contract in accordance with its terms, take all such action to such end as may be from time to time requested by the Agents and, upon request of the Agents, make to each other party to each such Material Contract such demands and requests for information and reports or for action as any Loan Party or any of its Subsidiaries is entitled to make under such Material Contract, and cause each of its Subsidiaries to do so, except, in any case, where the failure to do so, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

     6.16. Use of Proceeds. Borrowers will use the proceeds of the Credit Extensions for general corporate purposes (including, without limitation, the acquisition of any Equity Interest or other assets) not in contravention of any Law or of any Loan Document.

     6.17. Security Interests. Borrowers agree to, and to cause each other Loan Party to, (a) defend the Collateral against all claims and demands of all Persons at any time claiming the same or any interest therein (other than pursuant to the Collateral Agency and Intercreditor Agreement), (b) comply with the requirements of all state, provincial, territorial and federal laws in order to grant to Collateral Agent and/or Agents and Lenders valid and perfected first priority security interests in the Collateral (subject to Permitted Encumbrances), and (c) do whatever Agents may reasonably request, from time to time, to effect the purposes of this Agreement and the other Loan Documents, including filing notices of liens, PPSA, CC or UCC financing statements or applications for registration, fixture filings and amendments, renewals and continuations thereof; cooperating with Agents’ representatives; and keeping stock records.

     6.18. Bank Accounts. In order to facilitate the administration of the credit facilities provided under this Agreement, U.S. Borrower will maintain and will cause its domestic Subsidiaries to maintain their primary operating accounts with Bank of America or one or more other U.S. Lenders and Canadian Borrower will maintain its primary operating accounts with Bank of America Canada or one or more other Canadian Lenders, unless, in each case, such Borrower requires services not provided by such Lenders.

105

ARTICLE VII

NEGATIVE COVENANTS

     So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, Borrowers agree that:

     7.01. Adjusted Consolidated Net Worth. U.S. Borrower will not permit its Adjusted Consolidated Net Worth (calculated on the last day of each fiscal quarter) to be less than $149,180,000 plus the cumulative sum of (x) 40% of Consolidated Net Income (but only if a positive number), plus (y) 75% of the Net Cash Proceeds received by U.S. Borrower from the issuance of Equity Interests by U.S. Borrower for (i) each completed fiscal year of U.S. Borrower ending after December 31, 2005, and (ii) the period from the beginning of the then current fiscal year through the end of the then most recently ended fiscal quarter which shall have been completed (if any shall have been completed) in such then current fiscal year; provided, that at any time U.S. Borrower or any Subsidiary incurs additional Indebtedness, immediately following and after giving effect to the incurrence of such additional Indebtedness, the Adjusted Consolidated Net Worth shall not be less than the minimum Adjusted Consolidated Net Worth that would have been permitted as of the last day of the then most recently ended fiscal quarter.

     7.02. Consolidated Debt. U.S. Borrower will not permit the ratio (calculated on the last day of each fiscal quarter) of Consolidated Debt to Consolidated Total Capitalization to exceed 0.55 to 1.0; provided, that at any time U.S. Borrower or any Subsidiary incurs additional Indebtedness, immediately following and after giving effect to the incurrence of such additional Indebtedness, the ratio of Consolidated Debt to Consolidated Total Capitalization shall not exceed 0.55 to 1.0 as of the then most recently ended fiscal quarter.

     7.03. Net Working Capital. U.S. Borrower will not permit the ratio (calculated on the last day of each fiscal quarter) of Net Working Capital to Consolidated Debt to be less than 1.0 to 1.0.

     7.04. Liens. Borrowers will not, and will not permit any Subsidiary to, permit to exist, create, assume or incur, directly or indirectly, any Lien on their properties or assets, whether now owned or hereafter acquired, except:

     (a) Liens on property created substantially contemporaneously or within 180 days of the acquisition thereof to secure or provide for all or a portion of the purchase price of such property, provided that (i) such Liens do not extend to other property of either Borrower or any Subsidiary, (ii) the aggregate principal amount of Indebtedness secured by each such Lien does not exceed 80% of the purchase price at the time of acquisition of the property subject to such Lien, and (iii) the Indebtedness secured by such Liens is otherwise permitted by Section 7.02 and Section 7.03;

106

     (b) Liens on assets existing at the time such assets are acquired by U.S. Borrower or a Subsidiary; provided that (i) no such Lien is created in contemplation of or in connection with such acquisition, (ii) no such Lien shall apply to any other property or assets of U.S. Borrower or any Subsidiary other than improvements and accessions to the subject assets and proceeds thereof and (iii) no such Lien shall secure obligations other than those which it secures on the date of such acquisition and permitted extensions, renewals and replacements thereof;

     (c) Liens for taxes, assessments or governmental charges not then due and delinquent or the validity of which is being contested in good faith by appropriate proceedings and as to which the applicable Borrower has established adequate reserves therefor on its books in accordance with GAAP;

     (d) Liens arising in connection with court proceedings, provided the execution of such Liens is effectively stayed, such Liens are being contested in good faith by appropriate proceedings and U.S. Borrower has established adequate reserves therefor on its books in accordance with GAAP;

     (e) Liens arising in the ordinary course of business and not incurred in connection with the borrowing of money (including mechanic’s and materialmen’s liens and minor survey exceptions on real property) that in the aggregate do not materially interfere with the conduct of the business of the applicable Borrower or any Subsidiary or materially impair the value of the property or assets subject to such Liens;

     (f) Liens in connection with workers’ compensation, unemployment insurance or other social security laws to secure the public or statutory obligations of the applicable Borrower or any Subsidiary;

     (g) Liens securing Indebtedness of a Subsidiary to either Borrower;

     (h) Liens existing on property or assets of Borrowers or any Subsidiary as of the date of this Agreement that are described in the attached Schedule 7.04;

     (i) Liens in favor of Collateral Agent to secure the obligations and liabilities of U.S. Borrower and the Subsidiary Guarantors under this Agreement and the Other Senior Debt as provided in the U.S. Security Documents and the Collateral Agency and Intercreditor Agreement;

     (j) Liens attaching solely to the property and assets of Canadian Borrower to secure Debt of Canadian Borrower and no other Debt;

     (k) Liens attaching solely to the property and assets of any Foreign Subsidiary which is not a Loan Party securing Indebtedness for borrowed money of any such Foreign Subsidiary of not more than U.S. $15,000,000 in the aggregate at any time outstanding for all such Foreign Subsidiaries;

107

     (l) (i) If the obligations of U.S. Borrower under this Agreement are not Secured, Liens not otherwise permitted by paragraphs (a) through (k) of this Section 7.04 created, assumed or incurred subsequent to the Closing Date to secure Indebtedness, provided that at the time of creating, assuming or incurring such additional Indebtedness and after giving effect thereto and to the application of the proceeds therefrom the sum (without duplication) of the aggregate principal amount of outstanding Consolidated Indebtedness secured by Liens permitted by this Section 7.04(l) does not exceed 10% of Adjusted Consolidated Net Worth and (ii) if the obligations of U.S. Borrower under this Agreement are Secured, Existing First Priority Liens (as such term is defined in the Collateral Agency and Intercreditor Agreement) and Future Acquired Liens (as such term is defined in the Collateral Agency and Intercreditor Agreement).

     7.05. Merger or Consolidation. Borrowers will not, and will not permit any Subsidiary to, merge, amalgamate or consolidate with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to, any Person (other than Dispositions permitted under Section 7.06 and sales, transfers and other dispositions permitted under Section 7.07), except that:

     (a) U.S. Borrower may merge into or consolidate with, or sell all or substantially all of its assets to, any Person or permit any Person to merge into or consolidate with it, provided that immediately after giving effect thereto, (A) U.S. Borrower is the successor corporation or, if U.S. Borrower is not the successor corporation, the successor corporation is a solvent corporation organized under the laws of a state of the United States of America or the District of Columbia and expressly assumes in writing U.S. Borrower’s obligations under this Agreement; and (B) there shall exist no Default or Event of Default.

     (b) Canadian Borrower may merge into or consolidate with, or sell all or substantially all of its assets to, any Person or permit any Person to merge into or consolidate with it, provided that immediately after giving effect thereto, (A) Canadian Borrower is the successor corporation or, if Canadian Borrower is not the successor corporation, the successor corporation is a solvent corporation organized under the laws of Canada or a province thereof and expressly assumes in writing Canadian Borrower’s obligations under this Agreement; and (B) there shall exist no Default or Event of Default.

     (c) Any Subsidiary (other than Canadian Borrower) may (i) merge into U.S. Borrower or a Wholly-Owned Subsidiary, (ii) convey, transfer or lease all or any part of its assets to U.S. Borrower or a Wholly-Owned Subsidiary, and (iii) merge with any Person which, as a result of such merger, becomes a Wholly-Owned Subsidiary; provided in each instance set forth in clauses (i) through (iii) that immediately before and after giving effect thereto, there shall exist no Default or Event of Default; provided, however, that if any Subsidiary Guarantor merges into any other Person in compliance with the terms hereof or conveys or transfers all or any part of its assets in compliance with the terms hereof and following such conveyance or transfer such Subsidiary Guarantor no longer constitutes a Significant Subsidiary, then U.S. Agent will promptly take all

108

necessary action to cause such Subsidiary Guarantor to be released from the Subsidiary Guarantee Agreement as of the time of such sale, conveyance or transfer.

     7.06. Sale of Assets. Borrowers will not, and will not permit any Subsidiary to, sell, lease, transfer or otherwise dispose of, including by way of merger or amalgamation (collectively a “Disposition”), any assets, including capital stock or equity interests of Subsidiaries, in one or a series of transactions, other than in the ordinary course of business, to any Person, except to U.S. Borrower or a Wholly-Owned Subsidiary, (i) if, in any fiscal year, after giving effect to such Disposition, the aggregate net book value of assets subject to Dispositions during such fiscal year would exceed $5,000,000, or (ii) if a Default or Event of Default exists or would exist. Notwithstanding the foregoing, U.S. Borrower may, or may permit a Subsidiary to, make a Disposition and the assets subject to such Disposition shall not be subject to or included in the foregoing limitation and computation contained in clause (i) of the preceding sentence to the extent that the net proceeds from such Disposition are (1) reinvested in productive assets of U.S. Borrower or a Subsidiary of at least equivalent value within 180 days of the date of such Disposition, or (2) subject to the provisions of Section 2.06(b)(ii), applied to the payment or prepayment of outstanding senior Indebtedness.

If U.S. Borrower or any Significant Subsidiary gives notice that it intends to sell, lease, transfer or otherwise dispose of any assets in compliance with the terms of this Section 7.06, U.S. Agent, pursuant to the terms of the Collateral Agency and Intercreditor Agreement, will promptly take such action requested by U.S. Borrower to instruct Collateral Agent to release such assets from the Liens granted pursuant to the U.S. Security Documents as of the time of such sale, lease, transfer or other disposition made in compliance with the terms of this Section 7.06.

     7.07. Disposition of Stock of Subsidiary. U.S. Borrower will not permit any Subsidiary to issue its capital stock or other equity interests, or any warrants, rights or options to purchase, or securities convertible into or exchangeable for, such capital stock or other equity interests, to any Person other than U.S. Borrower or a Wholly-Owned Subsidiary. U.S. Borrower will not, and will not permit any Subsidiary to, sell, transfer or otherwise dispose of (other than to U.S. Borrower or a Wholly-Owned Subsidiary) any capital stock or other equity interests (including any warrants, rights or options to purchase, or securities convertible into or exchangeable for, capital stock or other equity interests) or Indebtedness of any Subsidiary, unless, as to any Subsidiary other than Canadian Borrower:

     (a) simultaneously therewith all Investments in such Subsidiary owned by U.S. Borrower and every other Subsidiary are disposed of as an entirety;

     (b) such Subsidiary does not have any continuing Investment in U.S. Borrower or any other Subsidiary not being simultaneously disposed of; and

     (c) such sale, transfer or other disposition is permitted by Section 7.06;

provided, however, that if U.S. Borrower gives notice that it intends to sell, transfer or otherwise dispose of the capital stock of a Subsidiary Guarantor in compliance with the terms of this Section 7.07, U.S. Agent will promptly take all necessary action to cause

109

such Subsidiary Guarantor to be released from the Subsidiary Guarantee Agreement and shall instruct Collateral Agent to release the assets of such Subsidiary Guarantor from the Liens granted pursuant to the U.S. Security Documents, in each case, as of the time of any sale, transfer or other disposition made in compliance with the terms of this Section 7.07.

     7.08. Investments. Borrowers will not, and will not permit any Subsidiary to make or hold any Investments, except:

     (a) Investments held by Borrowers and their Subsidiaries in the form of Cash Equivalents;

     (b) Short-term Investments of Foreign Subsidiaries acquired by Foreign Subsidiaries in the ordinary course of business and of a credit quality similar to Cash Equivalents;

     (c) advances to officers, directors and employees of Borrowers and their Subsidiaries in an aggregate amount not to exceed $1,000,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes;

     (d) (i) Investments by Borrowers and their Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by Borrowers and their Subsidiaries in Loan Parties, (iii) additional Investments by Subsidiaries of U.S. Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties in wholly-owned Subsidiaries that are not Loan Parties in an aggregate amount invested from the date hereof not to exceed $5,000,000;

     (e) Investments 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, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss;

     (f) Guarantees by a Loan Party of the obligations, liabilities or indebtedness of another Loan Party;

     (g) the Parent Guarantee Agreement and the Subsidiary Guarantee Agreement;

     (h) Guarantees by any Foreign Subsidiary (other than Canadian Borrower) of the obligations, liabilities or indebtedness of any other Foreign Subsidiary (other than Canadian Borrower);

110

     (i) Guarantees by U.S. Borrower of the obligations, liabilities or indebtedness of any Subsidiary which is not a Loan Party not exceeding $7,500,000 in the aggregate at any time outstanding;

     (j) the Transtar Acquisition;

     (k) Investments existing on the date hereof (other than those referred to in Section 7.08(d)(i));

     (l) the purchase or other acquisition of all of the Equity Interests in, or all or substantially all of the property of, any Person that, upon the consummation thereof, will be wholly-owned directly by U.S. Borrower or one or more of its wholly-owned Subsidiaries (including as a result of a merger or consolidation); provided that, with respect to each purchase or other acquisition made pursuant to this Section 7.08(l):

     (i) the Term A Facility has been paid in full;

     (ii) any such newly-created or acquired Subsidiary shall comply with the requirements of Section 6.12;

     (iii) the lines of business of the Person to be (or the property of which is to be) so purchased or otherwise acquired shall be substantially the same lines of business as one or more of the principal businesses of U.S. Borrower and its Subsidiaries in the ordinary course;

     (iv) the prior, effective consent or approval to such purchase shall have been granted by the Board of Directors or equivalent governing body of the acquiree;

     (v) such purchase or other acquisition shall not include or result in any contingent liabilities that could reasonably be expected to be material to the business, financial condition, operations or prospects of U.S. Borrower and its Subsidiaries, taken as a whole (as determined in good faith by the board of directors (or the persons performing similar functions) of U.S. Borrower or such Subsidiary if the board of directors is otherwise approving such transaction and, in each other case, by a Responsible Officer);

     (vi) the total cash and noncash consideration (including the fair market value of all Equity Interests issued or transferred to the sellers thereof (other than Equity Interests of U.S. Borrower), all indemnities, earnouts and other contingent payment obligations to (with the amount thereof being determined by reference to the amount reflected on U.S. Borrower’s or the applicable Subsidiary’s balance sheet as of the first date after the consummation of the applicable Investment), and the aggregate amounts paid or to be paid under noncompete, consulting and other affiliated agreements with, the sellers thereof and all assumptions of debt, liabilities and other obligations in connection therewith) paid by or on behalf of U.S. Borrower and its Subsidiaries for any such purchase or other acquisition,

111

when aggregated with the total cash and noncash consideration paid by or on behalf of U.S. Borrower and its Subsidiaries for all other purchases and other acquisitions made by U.S. Borrower and its Subsidiaries pursuant to this Section 7.08(l) during the immediately preceding 12 months, shall not exceed $50,000,000;

     (vii) (A) immediately before and immediately after giving pro forma effect to any such purchase or other acquisition, no Default shall have occurred and be continuing and (B) immediately after giving effect to such purchase or other acquisition, U.S. Borrower and its Subsidiaries shall be in pro forma compliance with all of the covenants set forth in Sections 7.01, 7.02 and 7.03, such compliance to be determined on the basis of the financial information most recently delivered to the Agents and the Lenders pursuant to Section 6.06(a) or (b) as though such purchase or other acquisition had been consummated as of the first day of the fiscal period covered thereby; and

     (viii) the U.S. Borrower shall have delivered to the Agents and each Lender, at least five Business Days prior to the date on which any such purchase or other acquisition is to be consummated, a certificate of a Responsible Officer, in form and substance reasonably satisfactory to the Agents and the Required Lenders, certifying that all of the requirements set forth in this Section 7.08(l) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition;

     (m) Investments in promissory notes issued as all or a portion of the purchase price paid in connection with any Disposition permitted by Section 7.06 or any sale permitted by Section 7.07, not exceeding (i) $10,000,000 in aggregate principal amount at any time outstanding with respect to Dispositions of U.S. Borrower’s interests in joint ventures in existence on the Closing Date, or (ii) $1,000,000 with respect to any other such Disposition or sale.

     (n) Investments made after the Closing Date in joint ventures not exceeding $7,500,000 in the aggregate at any time outstanding.

     7.09. Leases. Borrowers will not, and will not permit any Subsidiary to, enter into or permit to exist any Capitalized Lease which requires the payment during the remaining term thereof by U.S. Borrower or any Subsidiary of Capitalized Lease Obligations which, after giving effect thereto, and to any other Capitalized Lease Obligations of U.S. Borrower and its Subsidiaries on a consolidated basis, exceed in the aggregate 10% of Consolidated Total Capitalization.

     7.10. Transactions with Affiliates. Borrowers will not, and will not permit any Subsidiary to, enter into any transaction (including the furnishing of goods or services) with an Affiliate, except on terms and conditions no less favorable to the applicable Borrower or such Subsidiary than would be obtained in a comparable arm’s-length transaction with a Person not an

112

Affiliate, except for benefit and compensation plans and arrangements approved by a majority of the disinterested members of the Board of Directors of U.S. Borrower or any Subsidiary.

     7.11. Off-Balance Sheet Liabilities. U.S. Borrower will not, and will not permit any Subsidiary to incur or suffer to exist any Off-Balance Sheet Liabilities, except for existing Off-Balance Sheet Liabilities described in the attached Schedule 7.11.

     7.12. Nature of Business. Borrowers will not, and will not permit any Subsidiary to, engage in any business if, as a result thereof, the business then to be conducted by Borrowers and their Subsidiaries, taken as a whole, would be substantially changed from the business conducted on the Closing Date.

     7.13. Accounting Changes. Borrowers will not, and will not permit any Subsidiary to, make any change in (a) accounting policies or reporting practices for purposes of this Agreement or SEC reporting requirements, except as required by GAAP, or (b) fiscal year.

ARTICLE VIII

EVENTS OF DEFAULT AND REMEDIES

     8.01. Events of Default. Any of the following shall constitute an “Event of Default”:

     (a) Non-Payment of Interest and Other Amounts. Any default by either Borrower in the payment of interest when due on any Loan or L/C Obligation, any fee due hereunder or any other amount (other than principal of any Loan or L/C Obligation) payable hereunder or under any other Loan Document and continuance of such default for a period of five Business Days;

     (b) Non-Payment of Principal. Any default by either Borrower in the payment of the principal of any Loan or L/C Obligation when due, whether at maturity, upon acceleration of maturity or at any date fixed for payment;

     (c) Cross-Default. (i) Any default in the payment of the principal of, or interest or premium on, any other Debt of either Borrower and its Subsidiaries aggregating in excess of $3,000,000 as and when due and payable (whether by lapse of time, declaration, call for redemption or otherwise) and the continuation of such default beyond the period of grace, if any, allowed with respect thereto, or (ii) any default (other than a payment default) under any mortgages, agreements or other instruments of either Borrower and its Subsidiaries under or pursuant to which Debt aggregating in excess of $3,000,000 is issued and the continuation of such default beyond the period of grace, if any, allowed with respect thereto;

     (d) Specific Covenants. Any default in the observance or performance of Sections 7.01 through 7.13 or in Section 8.04;

     (e) Other Defaults. Any default in the observance or performance of (i) Section 6.06(e) which is not remedied within seven days after the date on which the

113

Borrowers learn of such default, or (ii) any other covenant or provision of this Agreement or any other Loan Document which is not remedied within 30 days after the date on which the Borrowers learn of such default;

     (f) Representations and Warranties. Any representation or warranty made by either Borrower in this Agreement or any other Loan Document, or made by either Borrower in any written statement or certificate furnished by either Borrower pursuant to this Agreement, proves incorrect in any material respect as of the date of the making or issuance thereof;

     (g) Judgments. Any judgment, decree, writ or warrant of attachment or any similar process in an aggregate amount in excess of $5,000,000 shall be entered or filed against either Borrower or any Subsidiary or against any property or assets of either Borrower or any Subsidiary and remain unpaid, unvacated, unbonded or unstayed (through appeal or otherwise) for a period of 60 days after either Borrower or any Subsidiary receives notice thereof, except for any judgment, decree, writ or warrant of attachment or any similar process to the extent that either Borrower or any Subsidiary (i) is insured therefor and with respect to which the insurer has assumed responsibility in writing, or (ii) is indemnified therefor, provided the terms of such indemnification are satisfactory to Required Lenders;

     (h) Insolvency. Either Borrower or any Subsidiary shall

     (i) generally not pay its debts as they become due or admit in writing its inability to pay its debts generally as they become due;

     (ii) file a petition in bankruptcy or for reorganization or for the adoption of an arrangement under the Federal Bankruptcy Code of the United States, or any similar applicable bankruptcy or insolvency law (or, with respect to Canadian Borrower, any other Debtor Relief Law), as now or in the future amended (herein collectively called “Bankruptcy Laws”); file an answer or other pleading admitting or failing to deny the material allegations of such a petition; fail to obtain the dismissal of such a petition within 60 days of its filing or be subject to an order for relief or a decree approving such a petition; or file an answer or other pleading seeking, consenting to or acquiescing in relief provided for under the Bankruptcy Laws;

     (iii) make an assignment of all or a substantial part of its property for the benefit of its creditors;

     (iv) seek or consent to or acquiesce in the appointment of a receiver, liquidator, custodian or trustee of it or for all or a substantial part of its property;

     (v) be finally adjudicated bankrupt or insolvent;

     (vi) be subject to the entry of a court order which shall not be vacated, set aside or stayed within 60 days of the date of entry, (A) appointing a receiver,

114

liquidator, custodian or trustee of it or for all or a substantial part of its property, (B) for relief pursuant to an involuntary case brought under, or effecting an arrangement in, bankruptcy, (C) for a reorganization pursuant to the Bankruptcy Laws, or (D) for any other judicial modification or alteration of the rights of creditors; or

     (vii) be subject to the assumption of custody or sequestration by a court of competent jurisdiction of all or a substantial part of its property, which custody or sequestration shall not be suspended or terminated within 60 days from its inception.

     (i) Guarantor Obligations. Except as otherwise provided in this Agreement including, without limitation, in Section 6.12, Section 7.05, Section 7.06, Section 7.07 and Section 7.08 the obligations of any Subsidiary Guarantor contained in the Subsidiary Guarantee Agreement, any of the Security Documents or the Collateral Agency and Intercreditor Agreement shall cease to be in full force and effect or shall be declared by a court or governmental authority of competent jurisdiction to be void, voidable or unenforceable against any such Subsidiary Guarantor; (ii) U.S. Borrower or any Subsidiary Guarantor shall contest the validity or enforceability of the Subsidiary Guarantee Agreement, any of the U.S. Security Documents or the Collateral Agency and Intercreditor Agreement against any such Subsidiary Guarantor, or (iii) U.S. Borrower or any Subsidiary Guarantor shall deny that such Subsidiary Guarantor has any further liability or obligation under the Subsidiary Guarantee Agreement or any of the U.S. Security Documents; or

     (j) Other Representations and Warranties. Any representation or warranty made in writing by or on behalf of U.S. Borrower or any Subsidiary Guarantor or by any officer of U.S. Borrower or any Subsidiary Guarantor in the Subsidiary Guarantee Agreement, any U.S. Security Document or the Collateral Agency and Intercreditor Agreement or in any writing furnished in connection therewith or pursuant to the terms thereof proves to have been false or incorrect in any material respect on the date as of which made; or

     (k) Collateral Documents. Except as otherwise provided in this Agreement, including, without limitation in Section 6.12, Section 7.05, Section 7.06, Section 7.07 and Section 7.08 (i) any Collateral Document shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared by any court or governmental authority of competent jurisdiction to be void, voidable or unenforceable against the grantor thereunder; or (ii) the validity or enforceability of any Collateral Document against the grantor thereof shall be contested by such grantor; or

     (l) Receivables Purchase Agreement. U.S. Borrower or any Subsidiary shall enter into a Receivables Purchase Agreement; or

     (m) Intercreditor Agreement. Any default by U.S. Borrower or any Subsidiary Guarantor in the performance or observance of any covenant or provision of

115

the Collateral Agency and Intercreditor Agreement, the Subsidiary Guarantee Agreement or any of the U.S. Security Documents and such default shall continue for more than thirty (30) days after the first date on which a Senior Officer (as defined in the Collateral Agency and Intercreditor Agreement) shall have become aware of such default.

     8.02. Remedies Upon Event of Default. If any Event of Default occurs and is continuing, Agents shall, at the request of, or may, with the consent of, Required Lenders, take any or all of the following actions:

     (a) declare the commitment of each Lender to make Loans and purchase Acceptances and any obligation of L/C Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments and obligations shall be terminated;

     (b) declare the unpaid principal amount of all outstanding Loans and all Obligations in respect of Acceptances, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by Borrowers;

     (c) require that Borrowers Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and

     (d) exercise on behalf of themselves, the Lenders and the L/C Issuers all rights and remedies available to them, the Lenders and the L/C Issuers under the Loan Documents;

provided, however, that upon the occurrence of an Event of Default described in Section 8.01(h), the obligation of each Lender to make Loans and any obligation of each L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans, all Acceptance Exposure and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of Borrowers to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of either Agent or any Lender.

     8.03. Application of Funds.

     (a) U.S. Obligations. After the exercise of remedies provided for in Section 8.02 (or after the U.S. Loans have automatically become immediately due and payable and the U.S. L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the U.S. Obligations shall be applied by U.S. Agent in the following order:

First, to payment of that portion of the U.S. Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to U.S. Agent and amounts payable under Article III) payable to U.S. Agent in its capacity as such;

116

Second, to payment of that portion of the U.S. Obligations constituting fees, indemnities and other amounts (other than principal, interest and L/C Fees) payable to U.S. Lenders and U.S. L/C Issuer (including fees, charges and disbursements of counsel to U.S. Lender and U.S. L/C Issuer) and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them;

Third, to payment of that portion of the U.S. Obligations constituting accrued and unpaid L/C Fees and interest on the U.S. Loans, L/C Borrowings and other U.S. Obligations, ratably among U.S. Lenders and U.S. L/C Issuer in proportion to the respective amounts described in this clause Third payable to them;

Fourth, to payment of that portion of the U.S. Obligations constituting unpaid principal of the U.S. Loans, and L/C Borrowings, ratably among U.S. Lenders and U.S. L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them;

Fifth, to U.S. Agent for the account of U.S. L/C Issuer, to Cash Collateralize that portion of U.S. L/C Obligations comprised of the aggregate undrawn amount of U.S. Letters of Credit;

Sixth, to payment of that portion of the U.S. Obligations constituting amounts payable by U.S. Borrower in connection with any Swap Contract between U.S. Borrower and any U.S. Lender or any Affiliate of any U.S. Lender and all amounts constituting Treasury Management Obligations of a Loan Party to a U.S. Lender or an Affiliate of a U.S. Lender;

Seventh, to Canadian Agent for application to Canadian Obligations in the order set forth in Section 8.03(b); and

Last, the balance, if any, after all of the U.S. Obligations have been paid in full, to U.S. Borrower or as otherwise required by Law.

Subject to Section 2.04(c), amounts used to Cash Collateralize the aggregate undrawn amount of U.S. Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such U.S. Letters of Credit as they occur; provided, however, that if U.S. Borrower is required to Cash Collateralize any U.S. L/C Obligations following an Event of Default, such amount (to the extent not already applied as provided herein, and not otherwise required to be maintained as Cash Collateral pursuant to the terms of this Agreement in the absence of such Event of Default) shall be returned to U.S. Borrower after such Event of Default has been cured or waived so long as no other Default then exists. If any amount remains on deposit as Cash Collateral after all U.S. Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other U.S. Obligations, if any, in the order set forth above.

     (b) Canadian Obligations. After the exercise of remedies provided for in Section 8.02 (or after the Canadian Loans have automatically become immediately due and payable and the Canadian L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Canadian Obligations shall be applied by Canadian Agent in the following order:

117

First, to payment of that portion of the Canadian Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to Canadian Agent and amounts payable under Article III) payable to Canadian Agent in its capacity as such;

Second, to payment of that portion of the Canadian Obligations constituting fees, indemnities and other amounts (other than principal, interest and L/C Fees) payable to Canadian Lenders and Canadian L/C Issuer (including fees, charges and disbursements of counsel to Canadian Lenders and Canadian L/C Issuer) and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them;

Third, to payment of that portion of the Canadian Obligations constituting accrued and unpaid L/C Fees and interest on the Canadian Loans, L/C Borrowings and other Canadian Obligations, ratably among Canadian Lenders and Canadian L/C Issuer in proportion to the respective amounts described in this clause Third payable to them;

Fourth, to payment of that portion of the Canadian Obligations constituting unpaid principal of the Canadian Loans, and L/C Borrowings, ratably among Canadian Lenders and Canadian L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them;

Fifth, to Canadian Agent for the account of Canadian L/C Issuer, to Cash Collateralize that portion of Canadian L/C Obligations comprised of the aggregate undrawn amount of Canadian Letters of Credit and all amounts constituting Treasury Management Obligations of Canadian Borrower to a Canadian Lender or an Affiliate of a Canadian Lender;

Sixth, to payment of that portion of the Canadian Obligations constituting amounts payable by Canadian Borrower in connection with any Swap Contract between Canadian Borrower and any Canadian Lender or any Affiliate of any Canadian Lender; and

Last, the balance, if any, after all of the Canadian Obligations have been paid in full, to Canadian Borrower or as otherwise required by Law.

Subject to Section 2.04(c), amounts used to Cash Collateralize the aggregate undrawn amount of Canadian Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Canadian Letters of Credit as they occur; provided, however, that if Canadian Borrower is required to Cash Collateralize any Canadian L/C Obligations following an Event of Default, such amount (to the extent not already applied as provided herein, and not otherwise required to be maintained as Cash Collateral pursuant to the terms of this Agreement in the absence of such Event of Default) shall be returned to Canadian Borrower after such Event of Default has been cured or waived so long as no other Default then exists. If any amount remains on deposit as Cash Collateral after all Canadian Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Canadian Obligations, if any, in the order set forth above.

     8.04. Notice of Default. With respect to Defaults, Events of Default or claimed defaults, Borrowers will give the following notices:

118

     (a) Borrowers promptly will furnish to U.S. Agent, Canadian Agent, U.S. L/C Issuer, U.S. Swing Line Lender, Canadian L/C Issuer and each Lender written notice of the occurrence of a Default or an Event of Default. Such notice shall specify the nature of such default, the period of existence thereof and what action Borrowers have taken or are taking or propose to take with respect thereto.

     (b) If U.S. Agent, Canadian Agent, any Lender or the holder of any other evidence of Debt of either Borrower or any Subsidiary gives any notice or takes any other action with respect to a claimed default, Borrowers will forthwith give written notice thereof to U.S. Agent, Canadian Agent, U.S. L/C Issuer, U.S. Swing Line Lender, Canadian L/C Issuer and each Lender, describing the notice or action and the nature of the claimed default.

ARTICLE IX

AGENTS

     9.01. Appointment and Authorization of Agents. Each of U.S. Lenders and U.S. L/C Issuers hereby irrevocably appoints Bank of America to act on its behalf as U.S. Agent hereunder and under the other Loan Documents and authorizes U.S. Agent to take such actions on its behalf and to exercise such powers as are delegated to U.S. Agent by the terms hereof and thereof, together with such actions and powers as are reasonably incidental thereto. Each of Canadian Lenders and Canadian L/C Issuer hereby appoints Bank of America Canada to act on its behalf as Canadian Agent hereunder and under the other Loan Documents and authorizes Canadian Agent to take such actions on its behalf and to exercise such powers as are delegated to Canadian Agent by the terms hereof and thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of Agents, Lenders and L/C Issuers, and neither Borrowers nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions.

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

     9.03. Exculpatory Provisions. Agents shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, Agents:

     (a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

119

     (b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that Agents are required to exercise as directed in writing by Required Lenders (or such other number or percentage of Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that neither Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable Law; and

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

     (d) Agents shall not be liable for any action taken or not taken by them (i) with the consent or at the request of Required Lenders (or such other number or percentage of Lenders as shall be necessary, or as the applicable Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 8.02 and 10.01) or (ii) in the absence of its own gross negligence or willful misconduct. Agents shall be deemed not to have knowledge of any Default unless and until written notice describing such Default is given to Agents by Borrowers, a Lender or a L/C Issuer. Agents shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (v) the value or sufficiency of any Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to Agents.

     9.04. Reliance by Agents. Agents shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. Agents also may rely upon any statement made to them orally or by telephone and believed by them to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or a L/C Issuer, Agents may presume that such condition is satisfactory to such Lender or such L/C Issuer unless the applicable Agent shall have received notice to the contrary from such Lender or such L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit. Agents may consult with legal counsel (who may be

120

counsel for Borrowers), independent accountants and other experts selected by them, and shall not be liable for any action taken or not taken by them in accordance with the advice of any such counsel, accountants or experts.

     9.05. Delegation of Duties. Agents may perform any and all of their duties and exercise their rights and powers hereunder or under any other Loan Document by or through any one or more sub agents appointed by the applicable Agent. Agents and any such sub agent may perform any and all of their duties and exercise their rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub agent and to the Related Parties of each Agent and any such sub agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as an Agent.

     9.06. Resignation of an Agent. An Agent may at any time give notice of its resignation to Lenders, the other Agent, L/C Issuer and Borrowers. Upon receipt of any such notice of resignation, the applicable Required Lenders shall have the right, in consultation with Borrowers, to appoint a successor, which in the case of U.S. Agent, shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States and in the case of Canadian Agent shall be a bank with an office in Canada that accepts deposits. If no such successor shall have been so appointed by the applicable Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the applicable Lenders and the applicable L/C Issuer, appoint a successor Agent meeting the qualifications set forth above; provided that if the retiring Agent shall notify Borrowers and Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by Agent on behalf of Lenders or L/C Issuers under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the retiring Agent shall instead be made by or to each Lender and L/C Issuer directly, until such time as the applicable Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrowers and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

Any resignation by Bank of America as U.S. Agent pursuant to this Section shall also constitute its resignation as U.S. L/C Issuer and U.S. Swing Line Lender. Any resignation by Bank of

121

America Canada as Canadian Agent pursuant to this Section shall also constitute its resignation as Canadian L/C Issuer. Upon the acceptance of a successor’s appointment as Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.

     9.07. Non-Reliance on Agents and Other Lenders. Each Lender and each L/C Issuer acknowledges that it has, independently and without reliance upon either Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and each L/C Issuer also acknowledges that it will, independently and without reliance upon either Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

     9.08. No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the Bookrunners, Arrangers or any Lender holding a title listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as Agent, a Lender or L/C Issuer hereunder.

     9.09. Agents May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, Agents (irrespective of whether the principal of any Loan or L/C Obligation or any Acceptance shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether Agents shall have made any demand on Borrowers) shall be entitled and empowered, by intervention in such proceeding or otherwise

     (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations, Acceptances 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 Lenders, L/C Issuers and Agents (including any claim for the reasonable compensation, expenses, disbursements and advances of Lenders, L/C Issuers and Agents and their respective agents and counsel and all other amounts due Lenders, L/C Issuer and Agent under Sections 2.04(i) and (j), 2.10 and 10.04) allowed in such judicial proceeding; and

     (b) 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, receiver and manager, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and

122

each L/C Issuer to make such payments to Agents and, in the event that Agents shall consent to the making of such payments directly to Lenders and L/C Issuers, to pay to Agents any amount due for the reasonable compensation, expenses, disbursements and advances of Agents and their agents and counsel, and any other amounts due Agents under Sections 2.10 and 10.04. Nothing contained herein shall be deemed to authorize Agents to authorize or consent to or accept or adopt on behalf of any Lender or any L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize Agents to vote in respect of the claim of any Lender or any L/C Issuer in any such proceeding.

     9.10. Guaranty Matters. Each U.S. Lender and U.S. L/C Issuer hereby irrevocably authorizes U.S. Agent to, so long as no Default or Event of Default shall have occurred or be continuing, and U.S. Agent shall, upon the request of U.S. Borrower so long as no Default or Event of Default shall have occurred and be continuing, release any Subsidiary Guarantor from its obligations under the Subsidiary Guarantee Agreement if such Person ceases to be a Significant Subsidiary as a result of a transaction permitted hereunder. Upon request by U.S. Agent at any time, each U.S. Lender and U.S. L/C Issuer will confirm in writing U.S. Agent’s authority to release any Subsidiary Guarantor from its obligations under the Subsidiary Guarantee Agreement pursuant to this Section 9.10.

     9.11. Collateral Matters.

     (a) Each Lender and each L/C Issuer hereby irrevocably authorizes and directs each Agent to enter into the Collateral Documents for the benefit of such Lender and such L/C Issuer. Each U.S. Lender and U.S. L/C Issuer hereby irrevocably authorizes U.S. Agent to enter into the Collateral Agency and Intercreditor Agreement for the benefit of such U.S. Lender and U.S. L/C Issuer. Each Lender and each L/C Issuer hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01, any action taken by Required Lenders, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and L/C Issuers. Agents are hereby authorized (but not obligated) on behalf of all of Lenders and L/C Issuers, without the necessity of any notice to or further consent from any Lender or any L/C Issuer from time to time prior to, an Event of Default, to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Documents.

     (b) Each U.S. Lender and U.S. L/C issuer hereby irrevocably authorize U.S. Agent, at its option and in its discretion,

     (i) to authorize Collateral Agent to release any Lien on any property granted to or held by Collateral Agent under any U.S. Security Document (A) upon termination of the Aggregate U.S. Commitments and payment in full of all U.S. Obligations (other than contingent indemnification obligations) and the expiration or termination of all U.S. Letters of Credit, (B) that is sold or to be sold

123

as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document, (C) subject to Section 10.01, if approved, authorized or ratified in writing by U.S. Supermajority Lenders, or (D) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and

     (ii) to authorize Collateral Agent to subordinate any Lien on any property granted to or held by Collateral Agent under any U.S. Security Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document.

Upon request by U.S. Agent at any time, each U.S. Lender and U.S. L/C Issuer will confirm in writing U.S. Agent’s authority to so authorize Collateral Agent to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.11(b).

     (c) Each Canadian Lender and Canadian L/C issuer hereby irrevocably authorize Canadian Agent, at its option and in its discretion,

     (i) to release any Lien on any property granted to or held by Canadian Agent under any Loan Document (A) upon termination of the Aggregate Canadian Commitments and payment in full of all Canadian Obligations (other than contingent indemnification obligations) and the expiration or termination of all Canadian Letters of Credit, (B) that is sold or to be sold as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document, (C) subject to Section 10.01, if approved, authorized or ratified in writing by Canadian Supermajority Lenders, or (D) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and

     (ii) to subordinate any Lien on any property granted to or held by Canadian Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document.

Upon request by Canadian Agent at any time, each Canadian Lender and Canadian L/C Issuer will confirm in writing Canadian Agent’s authority to so authorize Collateral Agent to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.11(c).

     (d) Subject to clauses (b) and (c) above, each Agent shall (and is hereby irrevocably authorized by each Lender and each L/C Issuer), to execute such documents as may be necessary to evidence the release or subordination of the Liens granted to such Agent for the benefit of such Agent and the applicable Lenders and the applicable L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided that (i) such Agent shall not be required to execute any such document on terms which, in such Agent’s opinion, would expose such Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect

124

or impair the Obligations or any Liens upon (or obligations of Borrowers or any other Loan Party in respect of) all interests retained by either Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, the applicable Agent shall be authorized to deduct all expenses reasonably incurred by the applicable Agent from the proceeds of any such sale, transfer or foreclosure.

     (e) Agents shall have no obligation whatsoever to any Lender, any L/C Issuer or any other Person to assure that the Collateral exists or is owned by either Borrower or any other Loan Party or is cared for, protected or insured or that the Liens granted to Agents herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Agents in this Section 9.11 or in any of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, each Agent may act in any manner it may deem appropriate, in its sole discretion, given such Agent’s own interest in the Collateral as one of Lenders and that such Agent shall have no duty or liability whatsoever to Lenders or L/C Issuer.

     (f) Each Lender and each L/C Issuer hereby appoints each other Lender as agent for the purpose of perfecting Lenders’ and L/C Issuers’ security interest in assets which, in accordance with the applicable PPSA, the CC or Article 9 of the UCC can be perfected only by possession. Should any Lender or either L/C Issuer (other than an Agent) obtain possession of any such Collateral, such Lender or L/C Issuer shall notify Agents thereof, and, promptly upon Agents’ request therefor shall deliver such Collateral to Agents or in accordance with Agents’ instructions.

     (g) U.S. Agent hereby agrees that at such time as Required U.S. Lenders have received evidence reasonably satisfactory to them that U.S. Borrower’s unsecured debt obligations are Investment Grade and this Agreement is then in effect U.S. Agent will on behalf of U.S. Lenders deliver to Collateral Agent a notice stating that U.S. Borrower’s unsecured debt obligations are Investment Grade. U.S. Lenders hereby consent and agree to the giving of such notice by U.S. Agent and agree to execute and deliver any documentation related thereto as may be required under the Collateral Agency and Intercreditor Agreement. U.S. Lenders agree that prior to providing any notice or determination to U.S. Agent or Collateral Agent regarding the characterization of U.S. Borrower’s unsecured debt obligations as Investment Grade pursuant to clause (ii) of the definition of Investment Grade, each U.S. Lender will consult with each other U.S. Lender regarding such characterization of U.S. Borrower’s unsecured debt obligations. At such time as Canadian Agent receives evidence reasonably satisfactory to it that each of the conditions set forth in Section 13.5 of the Collateral Agency and Intercreditor Agreement have been satisfied, Canadian Agent shall, at Canadian Borrower’s expense, cause to be prepared and executed and delivered to Canadian Borrower such discharges,

125

releases, terminations or other documents and instruments as shall be reasonably necessary in order to release all of Canadian Agent’s Liens in the Collateral of Canadian Borrower. Canadian Lenders hereby consent and agree to such discharge and release of Canadian Agent’s Liens in the Collateral of Canadian Borrower.

     (h) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, in the event that any term or provision of the Collateral Agency and Intercreditor Agreement conflicts with any term or provision of this Agreement or any other Loan Document, the relevant terms and provisions of the Collateral Agency and Intercreditor Agreement shall supersede the relevant term or provision of this Agreement or any such other Loan Document and govern and control the subject matter of such conflicting term or provision of this Agreement or such other Loan Document.

     (i) Each U.S. Lender acknowledges and agrees that (i) U.S. Agent will be executing the Collateral Agency and Intercreditor Agreement as U.S. Agent on behalf of U.S. Lenders (and each U.S. Lender hereby authorizes and directs the U.S. Agent to so execute the Collateral Agency and Intercreditor Agreement), (ii) that the U.S. Agent and U.S. Lenders will be bound by all of the terms and provisions of the Collateral Agency and Intercreditor Agreement, (iii) that U.S. Agent will take any action and perform any obligation it may have under the Collateral Agency and Intercreditor Agreement in accordance with the terms and conditions thereof, including any action required to be taken or obligation to be performed by a “Secured Party” or a holder of “Additional Future Debt” or a “Secured Obligation” (as each such term is defined in the Collateral Agency and Intercreditor Agreement) and (iv) any request, demand, authorization, direction, notice, consent, waiver or other action permitted or required or permitted to be made or given by U.S. Agent under the Collateral Agency and Intercreditor Agreement as a “Secured Party” or by holders of “Bank Credit Agreement Debt” thereunder shall be made or given by U.S. Agent on behalf of U.S. Lenders as directed by each U.S. Lender so that the direction of each U.S. Lender to U.S. Agent is separately taken into account in connection with any such request, demand, authorization, direction, notice, consent, waiver or other action.

     9.12. Canadian Agent Matters. For greater certainty, and without limiting the powers of Agents or any other Person acting as an agent, attorney-in-fact or mandatary for Agents under this Agreement or under any of the other Loan Documents, each Canadian Lender, hereby (a) irrevocably constitutes, to the extent necessary, Canadian Agent as the holder of an irrevocable power of attorney (fondé de pouvoir within the meaning of Article 2692 of the Civil Code of Québec) for the purposes of holding any Liens, including hypothecs, granted or to be granted by Canadian Borrower on movable or immovable property pursuant to the laws of the Province of Quebec to secure obligations of Canadian Borrower under any bond issued by Canadian Borrower; and (b) appoints and agrees that Canadian Agent, acting as agent for Canadian Lenders shall be the holder and depository of the bonds and debentures issued by Canadian Borrower for the benefit of Canadian Lenders, may act as the bondholder or debentureholder and mandatary with respect to any bond that may be issued and pledged from time to time for the benefit of Canadian Lenders.

126

     The said constitution of the fondé de pouvoir (within the meaning of Article 2692 of the Civil Code of Quebec) as the holder of such irrevocable power of attorney and of Canadian Agent as bondholder or debentureholder and mandatary with respect to any bond or debenture that may be issued and pledged from time to time for the benefit of Canadian Lenders shall be deemed to have been ratified and confirmed by any Assignee by the execution of an Assignment and Assumption.

     Notwithstanding the provisions of Section 32 of An Act respecting the special powers of legal persons (Quebec), Canadian Agent may purchase, acquire and be the holder of any bond or debenture issued by Canadian Borrower. Canadian Borrower hereby acknowledges that any such bond or debenture shall constitute a title of indebtedness, as such term is used in Article 2692 of the Civil Code of Quebec.

     Canadian Agent in its capacity as fondé de pouvoir shall have the same rights, powers and immunities as the Agents as stipulated in this Article IX, which shall apply mutatis mutandis. Without limitation, the provisions of this Article IX shall apply mutatis mutandis to the resignation and appointment of a successor to Canadian Agent acting as fondé de pouvoir.

     Notwithstanding the provisions of Section 10.14, the provisions of this Section 9.12 shall be governed by the laws of the Province of Quebec and the federal laws of Canada applicable therein.

     9.13. Authorizations and Directions. The authorizations and directions granted by the Lenders hereunder are granted solely in their capacities as a Lender under this Agreement and not in the capacity of an Other Senior Creditor.

ARTICLE X

MISCELLANEOUS

     10.01. Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by either Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by Required Lenders and Borrowers or the applicable Loan Party, as the case may be, and acknowledged by Agents, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:

     (a) waive any condition set forth in Section 4.01 without the written consent of each Lender; provided, however, in the sole discretion of Agents, only a waiver by Agents shall be required with respect to immaterial matters or items specified in Section 4.01(a)(iii) or (iv) with respect to which Borrowers have given assurances satisfactory to Agents that such items shall be delivered promptly following the Closing Date;

     (b) without limiting the generality of clause (a) above, waive any condition set forth in Section 4.02 as to any Credit Extension under a particular Facility without the

127

written consent of the Required U.S. Revolving Credit Lenders, the Required Term A Lenders or the Required Canadian Lenders, as the case may be;

     (c) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender;

     (d) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender entitled to such payment;

     (e) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document, without the written consent of each Lender entitled to such amount; provided, however, that only the consent of Supermajority Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of Borrowers to pay interest or L/C Fees at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder;

     (f) change Section 2.14 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender;

     (g) increase the advance rates or components of the U.S. Borrowing Base or Canadian Borrowing Base if such increase would increase the amount available for borrowing hereunder by either Borrower or include additional categories of Collateral set forth in the definition of U.S. Borrowing Base or Canadian Borrowing Base if such inclusion would increase the amount available for borrowing hereunder by either Borrower, in each case (i) without the written consent of each Lender if there are less than six U.S. Lenders or (ii) without the consent of Supermajority Lenders if there are six or more U.S. Lenders;

     (h) change (i) any provision of this Section 10.01 or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder (other than the definitions specified in clause (ii) of this Section 10.1(h)), without the written consent of each Lender or (ii) the definition of “Required U.S. Revolving Credit Lenders,” “Required Term A Lenders,” or “Required Canadian Lenders” without the written consent of each Lender under the applicable Facility;

     (i) (i) except as provided in Section 9.10, release any Subsidiary Guarantor from the Subsidiary Guarantee Agreement or release U.S. Borrower from the Parent Guarantee Agreement or, (ii) except as otherwise provided in Section 9.11 (a) consent to

128

the release of the Liens on all or substantially all of the Collateral subject to the U.S. Security Documents in any transaction or series of related transactions, except as required by the Collateral Agency and Intercreditor Agreement or otherwise in accordance with the terms of any Loan Document, without the written consent of each U.S. Lender, or (b) release of the Liens on all or substantially all of the Collateral subject to the Canadian Security Documents in any transaction or series of related transactions, except in accordance with the terms of any Loan Document, without the written consent of each Canadian Lender; or

     (j) amend the provisions of Section 9.11(i)(iv);

and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by L/C Issuers in addition to Lenders required above, affect the rights or duties of L/C Issuers under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by U.S. Swing Line Lender in addition to Lenders required above, affect the rights or duties of U.S. Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by Agents in addition to Lenders required above, affect the rights or duties of Agents under this Agreement or any other Loan Document; and (iv) the Agent Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender.

     10.02. Notices; Effectiveness; Electronic Communications.

     (a) Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

     (i) if to Borrowers, Agents, L/C Issuers or U.S. Swing Line Lender, to the address, telecopier number, electronic mail address or telephone number specified for such Person on Schedule 10.02; and

     (ii) if to any other Lender, to the address, telecopier number, electronic mail address or telephone number specified in its Administrative Questionnaire.

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the

129

recipient). Notices delivered through electronic communications to the extent provided in subsection (b) below, shall be effective as provided in such subsection (b).

     (b) Electronic Communications. Notices and other communications to Lenders and L/C Issuers hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by Agents, provided that the foregoing shall not apply to notices to any Lender or any L/C Issuer pursuant to Article II if such Lender or such L/C Issuer, as applicable has notified the Agents that it is incapable of receiving notices under such Article by electronic communication. Agents or Borrowers may, in their discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by them, provided that approval of such procedures may be limited to particular notices or communications. Unless Agents otherwise prescribe, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

     (c) The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall either Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to Borrowers, any Lender, L/C Issuers or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of Borrowers’ or Agents’ transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to Borrowers, any Lender, L/C Issuers or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).

130

     (d) Change of Address, Etc. Each of Borrowers, Agents, L/C Issuers and U.S. Swing Line Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to Borrowers, Agents, L/C Issuers and U.S. Swing Line Lender. In addition, each Lender agrees to notify Agents from time to time to ensure that Agents have on record (i) an effective address, contact name, telephone number, telecopier number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender.

     (e) Reliance by Agents, L/C Issuers and Lenders. Agents, L/C Issuers and Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices and Swing Line Loan Notices) purportedly given by or on behalf of Borrowers even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. Borrowers shall indemnify Agents, L/C Issuers, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of either Borrower. All telephonic notices to and other telephonic communications with Agents may be recorded by Agents, and each of the parties hereto hereby consents to such recording.

     10.03. No Waiver; Cumulative Remedies. No failure by any Lender, any L/C Issuer or Agents to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

     10.04. Expenses; Indemnity; Damage Waiver.

     (a) Costs and Expenses.

     (i) U.S. Borrower shall pay (i) all reasonable out of pocket expenses incurred by U.S. Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for U.S. Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution and delivery of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by U.S. L/C Issuer in connection with the issuance, amendment, renewal or extension of any U.S. Letter of Credit or any demand for payment thereunder and (iii) all out-of-

131

pocket expenses incurred by U.S. Agent, any U.S. Lender or U.S. L/C Issuer (including the fees, charges and disbursements of any counsel for U.S. Agent, any U.S. Lender or U.S. L/C Issuer), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. U.S. Agent will provide to U.S. Borrower written invoices for all amounts payable under this clause (i) at the time any such payment is requested.

     (ii) Canadian Borrower shall pay (i) all reasonable out of pocket expenses incurred by Canadian Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for Canadian Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution and delivery of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out of pocket expenses incurred by Canadian L/C Issuer in connection with the issuance, amendment, renewal or extension of any Canadian Letter of Credit or any demand for payment thereunder and (iii) all out of pocket expenses incurred by Canadian Agent, any Canadian Lender or Canadian L/C Issuer (including the fees, charges and disbursements of any counsel for Canadian Agent, any Canadian Lender or Canadian L/C Issuer), and shall pay all fees and time charges for barristers, solicitors or attorneys who may be employees of Canadian Agent, any Canadian Lender or Canadian L/C Issuer, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. Canadian Agent will provide to Canadian Borrower written invoices for all amounts payable under this clause (ii) at the time any such payment is requested.

     (b) Indemnification by Borrowers.

     (i) U.S. Borrower shall indemnify U.S. Agent (and any sub-agent thereof), each U.S. Lender and U.S. L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called a “U.S. Indemnitee”) against, and hold each U.S. Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any U.S. Indemnitee), incurred by any U.S. Indemnitee or asserted against any U.S. Indemnitee by any third party or by either Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by

132

the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of U.S. Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by U.S. L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by Borrowers or any of their Subsidiaries, or any Environmental Liability related in any way to Borrowers or any of their Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by a Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by Borrowers or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.

     (ii) Canadian Borrower shall indemnify Canadian Agent (and any sub-agent thereof), each Canadian Lender and Canadian L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called a “Canadian Indemnitee” and collectively with the U.S. Indemnitees, the “Indemnitees”) against, and hold each Canadian Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Canadian Indemnitee), incurred by any Canadian Indemnitee or asserted against any Canadian Indemnitee by any third party or by either Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, or, in the case of Canadian Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by Canadian L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release

133

of Hazardous Materials on or from any property owned or operated by Borrowers or any of their Subsidiaries, or any Environmental Liability related in any way to Borrowers or any of their Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrowers or any other Loan Party, and regardless of whether any Indemnitee is a party thereto, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by Borrowers or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Borrowers or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.

     (c) Reimbursement by Lenders.

     (i) To the extent that U.S. Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to U.S. Agent (or any sub-agent thereof), U.S. L/C Issuer or any Related Party of any of the foregoing, each U.S. Lender severally agrees to pay to U.S. Agent (or any such sub-agent), U.S. L/C Issuer or such Related Party, as the case may be, such U.S. Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against U.S. Agent (or any such sub-agent) or U.S. L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for U.S. Agent (or any such sub-agent) or U.S. L/C Issuer in connection with such capacity. The obligations of U.S. Lenders under this subsection (c) are subject to the provisions of Section 2.13(d).

     (ii) To the extent that Canadian Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to Canadian Agent (or any sub-agent thereof), Canadian L/C Issuer or any Related Party of any of the foregoing, each Canadian Lender severally agrees to pay to Canadian Agent (or any such sub-agent), Canadian L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against Canadian Agent (or any such sub-agent) or Canadian L/C Issuer in its capacity as such, or against

134

any Related Party of any of the foregoing acting for Canadian Agent (or any such sub-agent) or Canadian L/C Issuer in connection with such capacity. The obligations of Canadian Lenders under this subsection (c) are subject to the provisions of Section 2.13(d).

     (d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, Borrowers shall not assert, and hereby waive, any claim against any U.S. Indemnitee or Canadian Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, other than direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a court of competent jurisdiction.

     (e) Payments. All amounts due under this Section shall be payable not later than ten Business Days after demand therefor.

     (f) Survival. The agreements in this Section shall survive the resignation of each Agent, the L/C Issuers and the U.S. Swing Line Lender, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.

     10.05. Payments Set Aside.

     (a) To the extent that any payment by or on behalf of U.S. Borrower is made to U.S. Agent, U.S. L/C Issuer or any U.S. Lender, or U.S. Agent, U.S. L/C Issuer or any U.S. Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by U.S. Agent, U.S. L/C Issuer or such U.S. Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (i) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (ii) each U.S. Lender and U.S. L/C Issuer severally agrees to pay to U.S. Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by U.S. Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of U.S. Lenders and U.S. L/C Issuer under clause (ii) of the preceding

135

sentence shall survive the payment in full of the Obligations and the termination of this Agreement.

     (b) To the extent that any payment by or on behalf of Canadian Borrower is made to Canadian Agent, Canadian L/C Issuer or any Canadian Lender, or Canadian Agent, Canadian L/C Issuer or any Canadian Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by Canadian Agent, Canadian L/C Issuer or such Canadian Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (i) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (ii) each Canadian Lender and Canadian L/C Issuer severally agrees to pay to Canadian Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by Canadian Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Canadian Prime Rate from time to time in effect. The obligations of Canadian Lenders and Canadian L/C Issuer under clause (ii) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.

     10.06. Successors and Assigns.

     (a) Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of Agents, L/C Issuers and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of Agents, L/C Issuers and Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

     (b) Assignments by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in U.S. Swing Line Loans) at

136

the time owing to it); provided that any such assignment shall be subject to the following conditions:

     (i) Minimum Amounts.

A.

in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment under any Facility and the Loans at the time owing to it under such Facility or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

B.

in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000, in the case of any assignment in respect of the U.S. Revolving Credit Facility, or $1,000,000, in the case of any assignment in respect of the Term A Facility or the Canadian Committed Loan Facility, unless each of the U.S. Agent, in the case of the U.S. Revolving Credit Facility and Term A Facility, or Canadian Agent, in the case of the Canadian Credit Facility, and, so long as no Event of Default has occurred and is continuing, U.S. Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met;

     (ii) Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not (A) apply to the U.S. Swing Line Lender’s rights and obligations in respect of U.S. Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata basis;

     (iii) Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:

137

A.	the consent of U.S. Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund;
B.	the consent of the U.S. Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (i) any Term A Commitment or any U.S. Revolving Credit Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (ii) any Term A Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund;
C.	the consent of the Canadian Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Canadian Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender;
D.	the consent of the U.S. L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more U.S. Letters of Credit (whether or not then outstanding);
E.	the consent of the Canadian L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Canadian Letters of Credit (whether or not then outstanding); and
F.	the consent of the U.S. Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the U.S. Revolving Credit Facility.

     (iv) Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $2,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

138

     (v) No Assignment to Borrower. No such assignment shall be made to a Borrower or any of any Borrower’s Affiliates or Subsidiaries.

     (vi) No Assignment to Natural Persons. No such assignment shall be made to a natural person.

Subject to acceptance and recording thereof by the applicable Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the applicable Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section. Upon the request of Borrowers, and following the effectiveness of any Assignment, the assignor Lender will cancel and return to Borrowers any Note held by such assignor Lender.

     (c) Register. Canadian Agent shall furnish to U.S. Agent a copy of each Assignment and Assumption with respect to a Canadian Commitment. U.S. Agent, acting solely for this purpose as an agent of Borrowers, shall maintain at U.S. Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of Lenders, and the Commitments of, and principal amounts of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and Borrowers, Agents and Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by each of Borrowers and any Lenders, at any reasonable time and from time to time upon reasonable prior notice.

     (d) Participations. Any Lender may at any time, without the consent of, or notice to, Borrowers (except as set forth below) or Agents, sell participations to any Person (other than a natural person or Borrower or any of Borrowers’ Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or U.S. Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Borrowers, Agents, L/C Issuers and Lenders shall continue to deal solely and directly with such Lender in

139

connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. Subject to subsection (e) of this Section, Borrowers agree that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.14 as though it were a Lender. Each Lender agrees to promptly notify Borrowers of any sale of a participation to a Participant, which notice shall include the identity of the Participant and the principal amount thereof.

     (e) Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with Borrower’s prior written consent.

     (f) Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. No such assignee or pledgee or other Person acquiring rights under this Agreement from a Canadian Lender pursuant to such security shall be entitled to the benefits of Sections 3.01 or 3.04.

     (g) Electronic Execution of Assignments. The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

     (h) Deemed Consent of Borrowers. If the consent of a Borrower to an assignment to an Eligible Assignee is required hereunder (including a consent to an assignment which does not meet the minimum assignment threshhold specified in Section 10.06(b)(i)(B)), such Borrower shall be deemed to have given its consent five Business Days after the date notice thereof has been delivered to such Borrower by the

140

assigning Lender (through Agent) unless such consent is expressly refused by such Borrower prior to such fifth Business Day.

     (i) Resignation as L/C Issuer or U.S. Swing Line Lender.

     (i) (a) Notwithstanding anything to the contrary contained herein, if at any time Bank of America assigns all of its U.S. Commitment and U.S. Loans pursuant to subsection (b) above, Bank of America may, (i) upon 30 days’ notice to U.S. Borrower and U.S. Lenders, resign as U.S. L/C Issuer and/or (ii) upon 30 days’ notice to U.S. Borrower, resign as U.S. Swing Line Lender. In the event of any such resignation as U.S. L/C Issuer or U.S. Swing Line Lender, U.S. Borrower shall be entitled to appoint from among Lenders a successor U.S. L/C Issuer or U.S. Swing Line Lender hereunder; provided, however, that no failure by U.S. Borrower to appoint any such successor shall affect the resignation of Bank of America as U.S. L/C Issuer or U.S. Swing Line Lender, as the case may be. If Bank of America resigns as U.S. L/C Issuer, it shall retain all the rights, powers, privileges and duties of U.S. L/C Issuer hereunder with respect to all U.S. Letters of Credit outstanding as of the effective date of its resignation as U.S. L/C Issuer and all U.S. L/C Obligations with respect thereto (including the right to require U.S. Lenders to make Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c)). If Bank of America resigns as U.S. Swing Line Lender, it shall retain all the rights of U.S. Swing Line Lender provided for hereunder with respect to U.S. Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require U.S. Lenders to make Base Rate Committed Loans or fund risk participations in outstanding U.S. Swing Line Loans pursuant to Section 2.05(c). Upon the appointment of a successor U.S. L/C Issuer and/or U.S. Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring U.S. L/C Issuer or U.S. Swing Line Lender, as the case may be, and (b) the successor U.S. L/C Issuer shall issue letters of credit in substitution for the U.S. Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such U.S. Letters of Credit.

     (ii) (a) Notwithstanding anything to the contrary contained herein, if at any time Bank of America Canada assigns all of its Canadian Commitment and Canadian Loans pursuant to subsection (b) above, Bank of America Canada may, upon 30 days’ notice to Canadian Borrower and Canadian Lenders, resign as Canadian L/C Issuer. In the event of any such resignation as Canadian L/C Issuer, Canadian Borrower shall be entitled to appoint from among Canadian Lenders a successor Canadian L/C Issuer hereunder; provided, however, that no failure by Canadian Borrower to appoint any such successor shall affect the resignation of Bank of America Canada as Canadian L/C Issuer. If Bank of America Canada resigns as Canadian L/C Issuer, it shall retain all the rights, powers, privileges and duties of Canadian L/C Issuer hereunder with respect to all

141

Canadian Letters of Credit outstanding as of the effective date of its resignation as Canadian L/C Issuer and all Canadian L/C Obligations with respect thereto (including the right to require Canadian Lenders to make Canadian Prime Committed Loans or Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). Upon the appointment of a successor Canadian L/C Issuer, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Canadian L/C Issuer, and (b) the successor Canadian L/C Issuer shall issue letters of credit in substitution for the Canadian Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America Canada to effectively assume the obligations of Bank of America Canada with respect to such Canadian Letters of Credit.

     (j) Canadian Lenders. Each Canadian Lender represents and warrants to Canadian Borrower that such Canadian Lender is a resident or deemed resident of Canada within the meaning of the Income Tax Act (Canada), for purposes of Part XIII of such Act. Each Canadian Lender covenants and agrees with Canadian Borrower that (i) unless an Event of Default has occurred and is continuing, such Canadian Lender will not assign all or any part of its Canadian Commitment or Canadian Loans (including for purposes of this subsection (j) participations in L/C Obligations) to an assignee, or sell any Participation in its Canadian Commitment or Canadian Loans (including for purposes of this subsection (j) participations in L/C Obligations) to any Person, that, in either event, is unable to make the representation and warranty set forth in the first sentence of this paragraph, and (ii) such Canadian Lender will promptly notify Canadian Borrower if such Canadian Lender at any time becomes unable to make the representation and warranty set forth in the first sentence of this paragraph.

     (k) Collateral Agency and Intercreditor Agreement. Each assignee of any Lender and each Participant shall, upon the effective date of the applicable assignment or purchase, hold their Commitment and Loans, in the case of an assignee, or their participation interest, in the case of a Participant, subject to the terms of the Collateral Agency and Intercreditor Agreement, if then in effect.

     10.07. Treatment of Certain Information; Confidentiality. Each of Agents, Lenders and L/C Issuers agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of

142

this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to either Borrower and its obligations, (g) with the consent of U.S. Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to Agents, any Lender, L/C Issuers or any of their respective Affiliates on a nonconfidential basis from a source other than Borrowers. For purposes of this Section, “Information” means all information received from Borrowers or any Subsidiary relating to Borrowers or any Subsidiary or any of their respective businesses, other than any such information that is available to Agents, any Lender or L/C Issuers on a nonconfidential basis prior to disclosure by Borrowers or any Subsidiary and other than any such information received from Borrowers or any Subsidiary after the date hereof that is marked “PUBLIC” as provided in Section 6.06. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of Agents, Lenders and L/C Issuers acknowledges that (a) the Information may include material non-public information concerning Borrowers or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including Federal, provincial, territorial and state securities Laws.

     10.08. Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, each L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, such L/C Issuer or any such Affiliate to or for the credit or the account of either Borrower or any other Loan Party against any and all of the obligations of Borrowers or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or such L/C Issuer or any such Affiliate, irrespective of whether or not such Lender or such L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of such Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or such L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, such L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such L/C Issuer or their respective Affiliates may have. Each Lender and each L/C Issuer agrees to notify the applicable Borrower and the applicable Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

     10.09. Interest Rate Limitations.

     (a) Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the

143

“Maximum Rate”). If either Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the applicable Borrower. In determining whether the interest contracted for, charged, or received by either Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

     (b) If any provision of this Agreement or of any of the other Loan Documents would obligate any Canadian Borrower to make any payment of interest or other amount payable to any Canadian Lender in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by such Canadian Lender of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)) then, notwithstanding such provisions, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by such Canadian Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest required to be paid to such Lender under Section 2.09, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Canadian Lender which would constitute “interest” for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if a Canadian Lender shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), Canadian Borrower shall be entitled, by notice in writing to such Lender from Canadian Borrower, to obtain reimbursement from such Canadian Lender in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by such Canadian Lender to Canadian Borrower. Any amount or rate of interest referred to in this Section 10.9 shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that the applicable Loan or Acceptance remains outstanding on the assumption that any charges, fees or expenses that fall within the meaning of “interest” (as defined in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Date to the Maturity Date and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by Canadian Agent shall be conclusive for the purposes of such determination.

     10.10. Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in

144

Section 4.01, this Agreement shall become effective when it shall have been executed by Agents and when Agents shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement.

     10.11. Survival of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by each Agent and each Lender, regardless of any investigation made by Agents or any Lender or on their behalf and notwithstanding that Agents or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

     10.12. Severability. If any provision of this Agreement or the other Loan 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 Loan 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.

     10.13. Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if either Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, if any Lender is a Defaulting Lender or if any other circumstance exists hereunder that gives Borrowers the right to replace a Lender as a party hereto, then Borrowers may, at their sole expense and effort, upon notice to such Lender and U.S. Agent and Canadian Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

     (a) Borrowers shall have paid to the applicable Agent the assignment fee specified in Section 10.06(b);

     (b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or Borrowers (in the case of all other amounts);

145

     (c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; and

     (d) such assignment does not conflict with applicable Laws.

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

     10.14. Governing Law; Jurisdiction; Etc.

     (a) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF ILLINOIS.

     (b) SUBMISSION TO JURISDICTION. EACH BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF ILLINOIS SITTING IN COOK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE NORTHERN DISTRICT OF ILLINOIS, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH ILLINOIS STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT ANY AGENT, ANY LENDER OR ANY L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST BORROWERS OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

     (c) WAIVER OF VENUE. EACH BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS

146

AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

     (d) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

     10.15. Waiver of Right to Trial by Jury. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

     10.16. No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby, Borrowers each acknowledge and agree, and acknowledge their respective Affiliates’ understanding, that: (i) the credit facilities provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document) are an arm’s-length commercial transaction between Borrowers and their respective Affiliates, on the one hand, and the Agents and the Arranger, on the other hand, and each of the Borrowers is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (ii) in connection with the process leading to such transaction, the Agents and the Arranger each is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary, for Borrowers or any of their respective Affiliates, stockholders, creditors or employees or any other Person; (iii) neither the Agents nor the Arranger has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Borrower with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether the Agents or the Arranger has advised or is currently advising the Borrowers or any of their respective Affiliates on other matters) and neither the Administrative Agent nor the Arranger has any obligation to the

147

Borrowers or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; (iv) the Agents and the Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrowers and their respective Affiliates, and neither either Agent nor the Arranger has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Agents and the Arranger have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and each Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate. Each Borrower hereby waives and releases, to the fullest extent permitted by law, any claims that it may have against the Agents and the Arranger with respect to any breach or alleged breach of agency or fiduciary duty.

     10.17. USA PATRIOT Act Notice. Each Lender that is subject to the Act (as hereinafter defined) and U.S. Agent (for itself and not on behalf of any Lender) hereby notifies Borrowers that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies Borrowers, which information includes the name and address of Borrowers and other information that will allow such Lender or such Agent, as applicable, to identify Borrowers in accordance with the Act.

     10.18. Time of the Essence. Time is of the essence of the Loan Documents.

[SIGNATURE PAGES FOLLOW]

148

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

A. M. CASTLE & CO., as U.S. Borrower
By:	/s/ Michael H. Goldberg
	Name:	Michael H. Goldberg
	Title:	President & CEO

SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT

A. M. CASTLE & CO. (CANADA) INC., as Canadian Borrower
By:	/s/ Michael H. Goldberg
	Name:	Michael H. Goldberg
	Title:	President & CEO

SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT

BANK OF AMERICA, N.A., as U.S. Agent
By:	/s/ David A. Johanson
	Name:	David A. Johanson
	Title:	Vice President

SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT

BANK OF AMERICA, N.A., CANADA BRANCH, as Canadian Agent
By:	/s/ Medina Sales De Andrade
	Name:	Medina Sales De Andrade
	Title:	Assistant Vice President

SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT

BANK OF AMERICA, N.A., as U.S. Lender, U.S. L/C Issuer and U.S. Swing Line Lender
By:	/s/ Craig M. McGuire
	Name:	Craig W. McGuire
	Title:	Senior Vice President

SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT

JPMORGAN CHASE BANK, N.A., as Syndication Agent and U.S. Lender
By:	/s/ Keith J. Foley
	Name:	/s/ Keith J. Foley
	Title:	/s/ Vice President

SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT

LASALLE BUSINESS CREDIT, LLC, as Documentation Agent and U.S. Lender
By:	/s/ Monirah Masud
	Name:	Monirah Masud
	Title:	/s/ Vice President

SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, as U.S. Lender
By:	G. Anthony Coletta
	Name:	G. Anthony Coletta
	Title:	Vice President

SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT

GENERAL ELECTRIC CAPITAL CORPORATION, as U.S. Lender
By:	/s/ Bond Harberts
	Name:	Bon Harberts
	Title:	Duly Authorized Signatory

SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT

U.S. BANK NATIONAL ASSOCIATION, as U.S. Lender
By:	/s/ Steven C. Gonzalez
	Name:	Steven C. Gonzalez
	Title:	Vice President

SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT

FIFTH THIRD BANK, CHICAGO, as U.S. Lender
By:	/s/ Neil G. Mesch
	Name:	Neil G. Mesch
	Title:	Vice President

SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT

THE NORTHERN TRUST COMPANY, as U.S. Lender
By:	/s/ Peter J. Hallan
	Name:	Peter J. Hallan
	Title:	Vice President

SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT

BANK OF AMERICA, N.A. CANADA BRANCH, as Canadian Lender and Canadian L/C Issuer
By:	/s/ Medina Sales De Andrade
	Name:	Medina Sales De Andrade
	Title:	Assistant Vice President

SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT

JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as Canadian Lender
By:	/s/ J. R. Voight
	Name:	J. R. Voight
	Title:	Executive Vice President

SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT

LASALLE BUSINESS CREDIT, a Division of ABN AMRO BANK, N.V. CANADA BRANCH, as Canadian Lender
By:	/s/ Darcy Mack
	Name:	Darcy Mack
	Title:	First Vice President

SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT

SCHEDULE 2.01

COMMITMENTS
AND APPLICABLE PERCENTAGES

	Revolving Credit		Term A		Applicable
U.S. Lenders	Commitment		Commitment		Percentage
Bank of America, N.A.	U.S.$	33,291,666	U.S.$	5,875,000		19.583333000	%
JPMorgan Chase Bank, N.A.	U.S.$	31,166,667	U.S.$	5,500,000		18.333333500	%
LaSalle Business Credit, LLC	U.S.$	31,166,667	U.S.$	5,500,000		18.333333500	%
The Prudential Insurance Company of America	U.S.$	21,250,000	U.S.$	3,750,000		12.500000000	%
General Electric Capital Corporation	U.S.$	16,150,000	U.S.$	2,850,000		9.500000000	%
U.S. Bank National Association	U.S.$	16,150,000	U.S.$	2,850,000		9.500000000	%
Fifth Third Bank, Chicago	U.S.$	16,150,000	U.S.$	2,850,000		9.500000000	%
The Northern Trust Company	U.S.$	4,675,000	U.S.$	825,000		2.750000000	%
Total	U.S.$	170,000,000	U.S.$	30,000,000		100.000000000	%

			Applicable
Canadian Lenders	Commitment		Percentage
Bank of America, N.A. Canada Branch	Cdn. $	3,704,000		33.333333334	%
JPMorgan Chase Bank, N.A., Toronto Branch	Cdn. $	3,704,000		33.333333333	%
LaSalle Business Credit, a
Division of ABN AMRO Bank, N.V.,
Canada Branch	Cdn. $	3,704,000		33.333333333	%
Total	Cdn. $	11,112,000		100.000000000	%

Schedule 2.01- 1

EXHIBIT A

FORM OF U.S. COMMITTED LOAN NOTICE

Date:                     , _____

To: Bank of America, N.A., as U.S. Agent

Ladies and Gentlemen:

     Reference is made to that certain Amended and Restated Credit Agreement, dated as of September 5, 2006 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among A. M. Castle & Co., a Maryland corporation (“U.S. Borrower”), A. M. Castle & Co. (Canada) Inc., a corporation organized under the laws of the Province of Ontario, Canada (“Canadian Borrower”), the Lenders from time to time party thereto, Bank of America, N.A., as U.S. Agent, U.S. L/C Issuer and U.S. Swing Line Lender, and Bank of America, N.A., Canada Branch, as Canadian Agent and Canadian L/C Issuer.

The undersigned hereby requests (select one):

A Borrowing of U.S. Revolving Credit Loans [Term A Loans]	A conversion or continuation
	of U.S. Committed Loans

1.	On                                                            (a Business Day).
2.	In the amount of U.S. $                                        .
3.	Comprised of [Base Rate Loans] [Eurodollar Rate Loans].
4.	For Eurodollar Rate Loans: with an Interest Period of months.

     The U.S. Committed Borrowing, if any, requested herein complies with the proviso to the first sentence of Section 2.01(b) of the Agreement.

A. M. CASTLE & CO.
By:
	Name:
	Title:

A-1

EXHIBIT B

FORM OF CANADIAN COMMITTED LOAN NOTICE

Date:                     , _____

To: Bank of America, N.A., Canada Branch, as Canadian Agent

Ladies and Gentlemen:

     Reference is made to that certain Amended and Restated Credit Agreement, dated as of September 5, 2006 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among A. M. Castle & Co., a Maryland corporation (“U.S. Borrower”), A. M. Castle & Co. (Canada) Inc., a corporation organized under the laws of the Province of Ontario, Canada (“Canadian Borrower”), the Lenders from time to time party thereto, Bank of America, N.A., as U.S. Agent, U.S. L/C Issuer and U.S. Swing Line Lender, and Bank of America, N.A., Canada Branch, as Canadian Agent and Canadian L/C Issuer.

The undersigned hereby requests (select one):

A Borrowing of Canadian Committed Loans	A conversion or continuation of
	Canadian Committed Loans

1.	On                                                              (a Business Day).
2.	Denominated in [U.S. Dollars] [Canadian Dollars].
3.	In the amount of [U.S.] Cdn. $                                        .
4.	Comprised of [Base Rate Loans] [Eurodollar Rate Loans] [Canadian Prime Loans].
5.	For Eurodollar Rate Loans: with an Interest Period of months.

     The Canadian Committed Borrowing, if any, requested herein complies with the proviso to the first sentence of Section 2.01(c) of the Agreement.

A. M. CASTLE & CO. (CANADA) INC.
By:
	Name:
	Title:

B-1

EXHIBIT C

FORM OF U.S. SWING LINE LOAN NOTICE

Date:                     , _____

To: Bank of America, N.A., as U.S. Swing Line Lender
	Bank of America, N.A., as U.S. Agent

Ladies and Gentlemen:

     Reference is made to that certain Amended and Restated Credit Agreement, dated as of September 5, 2006 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among A. M. Castle & Co., a Maryland corporation (“U.S. Borrower”), A. M. Castle & Co. (Canada) Inc., a corporation organized under the laws of the Province of Ontario, Canada (“Canadian Borrower”), the Lenders from time to time party thereto, Bank of America, N.A., as U.S. Agent, U.S. L/C Issuer and U.S. Swing Line Lender, and Bank of America, N.A., Canada Branch, as Canadian Agent and Canadian L/C Issuer.

The undersigned hereby requests a U.S. Swing Line Loan:

1.	On                                                             (a Business Day).
2.	In the amount of U.S. $                                        .

     The U.S. Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.05 of the Agreement.

A. M. CASTLE & CO.
By:
	Name:
	Title:

C-1

EXHIBIT D

FORM OF NOTE

U.S. [Cdn.] $                    

     FOR VALUE RECEIVED, the undersigned (“Borrower”), hereby promises to pay to                                          or registered assigns (“Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to Borrower under that certain Amended and Restated Credit Agreement, dated as of September 5, 2006 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among Borrower, A. M. Castle & Co. (Canada) Inc. [A. M. Castle & Co.], the Lenders from time to time party thereto, Bank of America, N.A., as U.S. Agent, U.S. L/C Issuer and U.S. Swing Line Lender, and Bank of America, N.A., Canada Branch, as Canadian Agent and Canadian L/C Issuer.

     Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. [Except as otherwise provided in Section 2.05(f) of the Agreement with respect to U.S. Swing Line Loans,] all payments of principal and interest shall be made to U.S. [Canadian] Agent for the account of the Lender in U.S. [or Canadian] Dollars in immediately available funds at the U.S. [Canadian] Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement.

     This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is also entitled to the benefits of the Subsidiary [Parent] Guarantee Agreement and is secured by the Collateral subject to the U.S. Security Documents [Canadian Security Documents]. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto.

     Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note.

D-1

     THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS.

A. M. CASTLE & CO.
[A. M. CASTLE & CO. (CANADA) INC.]
By:
	Name:
	Title:

D-2

LOANS AND PAYMENTS WITH RESPECT THERETO

				Amount of
				Principal	Outstanding
			End of	or Interest	Principal
	Type of	Amount of	Interest	Paid This	Balance	Notation
Date	Loan Made	Loan Made	Period	Date	This Date	Made By

D-3

EXHIBIT E

FORM OF COMPLIANCE CERTIFICATE

Financial Statement Date:                    ,______

To: Bank of America, N.A., as U.S. Agent
	Bank of America, N.A., Canada Branch, as Canadian Agent

Ladies and Gentlemen:

     Reference is made to that certain Amended and Restated Credit Agreement, dated as of September 5, 2006 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among A. M. Castle & Co., a Maryland corporation (“U.S. Borrower”), A. M. Castle & Co. (Canada) Inc., a corporation organized under the laws of the province of Ontario, Canada (“Canadian Borrower”), the Lenders from time to time party thereto, Bank of America, N.A., as U.S. Agent, U.S. L/C Issuer and U.S. Swing Line Lender, and Bank of America, N.A., Canada Branch, as Canadian Agent and Canadian L/C Issuer.

     The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the                                                             of U.S. Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to Agents on the behalf of U.S. Borrower, and that:

[Use following paragraph 1 for fiscal year-end financial statements]

     1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.06(b) of the Agreement for the fiscal year of U.S. Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section.

[Use following paragraph 1 for fiscal quarter-end financial statements]

     1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.06(a) of the Agreement for the fiscal quarter of U.S. Borrower ended as of the above date. The information contained in such financial statements contains all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the consolidated financial position of U.S. Borrower and its Subsidiaries as of the date set forth above and the consolidated results of their operations and cash flows for the periods then ended, except that such financial statements condense or omit certain footnotes pursuant to the rules and regulations of the SEC.

     2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of U.S. Borrower and its Subsidiaries during the accounting period covered by the attached financial statements.

E-1

     3. A review of the activities of U.S. Borrower and Canadian Borrower during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period U.S. Borrower and Canadian Borrower performed and observed all of their respective Obligations under the Loan Documents, and

[select one:]

     [to the best knowledge of the undersigned during such fiscal period, Borrowers performed and observed each covenant and condition of the Loan Documents applicable to them, and no Default has occurred and is continuing.]

—or—

     [the following covenants or conditions have not been performed or observed and the following is a list of each such Default and its nature and status:]

     4. The representations and warranties of Borrowers contained in Article V of the Agreement, and/or any representations and warranties of either Borrower or any other Loan Party that are contained in any document furnished at any time under or in connection with the Loan Documents, are true and correct on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Compliance Certificate, the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (b) and (a), respectively, of Section 6.06 of the Agreement, including the statements in connection with which this Compliance Certificate is delivered.

     5. The financial covenant analyses and information set forth on Schedule 2 attached hereto are true and accurate on and as of the date of this Certificate.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate as of                                   ,                                          .

A. M. CASTLE & CO.

By:

Name:

Title:

E-2

          For the Quarter/Year ended                                         (“Statement Date”)

SCHEDULE 2
to the Compliance Certificate
($ in 000’s)

Section 7.01 – Adjusted Consolidated Net Worth.
	A.	Adjusted Consolidated Net Worth at Statement Date:
			1.	Consolidated Stockholders Equity:	$
			2.	Restricted Investments in excess of 10% of Consolidated Stockholders Equity:	$
			3.	Adjusted Consolidated Net Worth (Line I.A.1 less Line I.A.2):	$
	B.	Minimum Required Adjusted Consolidated Net Worth:			$
			1.	$                    :	$
			2.	plus the sum of 40% of Consolidated Net Income (but only if a positive number) earned in each completed fiscal year ending after December 31, 2005:	$
			3.	plus 40% of Consolidated Net Income (but only if a positive number) for the portion of the fiscal year to date:	$
			4.	plus 75% of the Net Cash Proceeds received by U.S. Borrower from the issuance of Equity Interests by U.S. Borrower:	$
			5.	Minimum Required Adjusted Consolidated Net Worth (I.B.1 plus I.B.2 plus I.B.3. plus I.B.4.):	$
	C.	Excess (deficient) for covenant compliance (Line I.A.3 less I.B.4):			$
Section 7.02 – Consolidated Debt to Consolidated Total Capitalization.
	A.	Consolidated Debt:			$

E-3

	B.	Consolidated Total Capitalization:	$
	C.	Consolidated Debt to Consolidated Total Capitalization (Line II.A. ) Line II.B.):	to 1.0
	Minimum required:		0.55 to 1.0
Section 7.03 – Net Working Capital to Consolidated Debt.
	A.	Net Working Capital:	$
	B.	Consolidated Debt:	$
	C.	Net Working Capital to Consolidated Debt: (Line III.A. ) Line III.B.)	to 1.0
	Minimum required:		1.0 to 1.0

E-4

EXHIBIT F

FORM OF DISCOUNT NOTE

Cdn$                     Date:                    

     FOR VALUE RECEIVED, the undersigned unconditionally promises to pay on                     ,                     , to or to the order of                                          (the “Holder”), the sum of Cdn$                                         with no interest thereon.

     The undersigned hereby waives presentment, protest and notice of every kind and waives any defences based upon indulgences which may be granted by the Holder to any party liable hereon and any days of grace.

     This promissory note evidences an Acceptance Equivalent Loan, as defined in the Amended and Restated Credit Agreement made as of September 5, 2006 among A. M. Castle & Co. and A. M. Castle & Co. (Canada) Inc., as Borrowers, the Lenders, Bank of America, N.A., as U.S. Agent, U.S. Swing Line Lender and U.S. L/C Issuer, and Bank of America, N.A., Canada Branch, as Canadian Agent and Canadian L/C Issuer and the other parties thereto, as amended, restated, supplemented and otherwise modified from time to time, (the “Credit Agreement”) and constitutes indebtedness to the Holder arising under the Acceptance Equivalent Loan. Payment of this note shall be made to Canadian Agent for the account of the Holder in Canadian Dollars in immediately available funds at Canadian Agent’s Office. Capitalized terms used and not defined herein have the meaning given to them in the Credit Agreement.

A. M. CASTLE & CO. (CANADA) INC.

By:

Name:

Title:

F-1

EXHIBIT G

FORM OF NOTICE OF DRAWING

Date:                                         ,                    

To: Bank of America, N.A., Canada Branch, as Canadian Agent

Ladies and Gentlemen:

Reference is made to that certain Amended and Restated Credit Agreement, dated as of September 5, 2006 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among A. M. Castle & Co., a Maryland corporation, A. M. Castle & Co. (Canada) Inc., a corporation organized under the laws of the Province of Ontario, Canada, the Lenders from time to time party thereto, Bank of America, N.A., as U.S. Agent, U.S. L/C Issuer and U.S. Swing Line Lender, and Bank of America, N.A., Canada Branch, as Canadian Agent and Canadian L/C Issuer.

The undersigned hereby requests (select one):

A new Borrowing of by way of Acceptance:                     ; or a conversion of Canadian Prime Loans to Acceptances: ; or a continuation and rollover of Acceptances: .

[We have outstanding $ by way of [Canadian Prime Rate Loan/Acceptances which mature on .]

1.	On                                                             (a Business Day).
2.	[As applicable] Please [make available/convert (describe)/continue and rollover] Acceptances in the face amount of Cdn. $                                        .
3.	For a period of (one, two, three or six months):
4.	With a proposed Maturity Date of
5.	The Canadian Borrower will not arrange for the purchase of Acceptances by any Person under Section 2.03(d).
6.	After such Borrowing, the Canadian Availability will be:

The Borrowing requested herein complies with the proviso to the first sentence of Section 2.01(b) of the Agreement. No Default or Event of Default has occurred and is continuing on the date hereof.

G-1

A. M. CASTLE & CO. (CANADA)	INC.
By:
Name:
Title:

G-2

EXHIBIT H

FORM OF ASSIGNMENT AND ASSUMPTION

     This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each] Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each] Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees] hereunder are several and not joint.] Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

     For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including, without limitation, the Letters of Credit and the U.S. Swing Line Loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor.

1.	Assignor[s]:
2.	Assignee[s]:

H-1

     [for each Assignee, indicate [Affiliate][Approved Fund] of [identify Lender]]

3. Borrower(s): A. M. Castle & Co. and A. M. Castle & Co. (Canada) Inc.

4. Agents: Bank of America, N.A., as the U.S. Agent under the Credit Agreement and Bank of America N.A. Canada Branch as the Canadian Agent under the Credit Agreement

5. Credit Agreement: Amended and Restated Credit Agreement, dated as of September 5, 2006, among A. M. Castle & Co., as U.S. Borrower, and A.M. Castle & Co. (Canada) Inc., as Canadian Borrower, the Lenders from time to time party thereto, and Bank of America, N.A., as U.S. Agent, U.S. L/C Issuer, and U.S. Swing Line Lender and Bank of America, N.A., Canada Branch, as Canadian Agent and Canadian L/C Issuer

6. Assigned Interest[s]:

					Amount of	Percentage
				Aggregate Amount of	Commitment/	Assigned of
		Facility		Commitment/ Loans	Loans	Commitment/	CUSIP
Assignor[s]	Assignee[s]	Assigned	for all Lenders		Assigned	Loans	Number
				$	$	%
				$	$	%
				$	$	%

[7. Trade Date:                                         ]

Effective Date:                                         , 20                     [TO BE INSERTED BY THE APPLICABLE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

H-2

The terms set forth in this Assignment and Assumption are hereby agreed to:

ASSIGNOR [NAME OF ASSIGNOR]
By:
	Title:

ASSIGNEE [NAME OF ASSIGNEE]
By:
	Title:

[Consented to and] Accepted:

BANK OF AMERICA, N.A., as
     U.S. Agent

By:

Title:

BANK OF AMERICA, N.A., CANADA
BRANCH, as Canadian Agent

By:

Name:

Title:

[Consented to:]

[A.M. CASTLE & CO.]
[A.M. CASTLE & CO. (CANADA) INC.]

By:
	Title:

H-3

ANNEX 1 TO ASSIGNMENT AND ASSUMPTION

STANDARD TERMS AND CONDITIONS FOR
ASSIGNMENT AND ASSUMPTION

     1. Representations and Warranties.

     1.1. Assignor. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

     1.2. Assignee. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 10.06(b)(iii), (v) and (vi) of the Credit Agreement (subject to such consents, if any, as may be required under Section 10.06(b)(iii) of the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by [the][such] Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.06 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance upon the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

H-4

     2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but excluding the Effective Date and to [the][the relevant] Assignee for amounts which have accrued from and after the Effective Date.

     3. Collateral Agency and Intercreditor Agreement. [The] [Each] Assignee acknowledges and agrees that from and after the Effective Date it will hold its Commitments and Loans subject to the terms of the Collateral Agency and Intercreditor Agreement, if then in effect.

     4. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of Illinois.

H-5

EXHIBIT I

FORM OF BORROWING BASE CERTIFICATE

I-1

Borrowing Base Calculation
A. M. Castle / Transtar
($ in thousands)

ACCOUNTS RECEIVABLE
				XX/XX/XX
A. M. Castle:
Accounts Receivable Balance					0
Less A. M. Castle A/R Ineligibles					0
Eligible A. M. Castle A/R Availability					0
Gross A. M. Castle A/R Availability		80	%		0
Transtar:
Accounts Receivable Balance					0
Less Transtar A/R Ineligibles					0
Less SAB 101 Reserve					0
Eligible Transtar A/R Availability					0
Gross Transtar A/R Availability		85	%		0
Less Foreign Credit Insurance Deductible					0
					0
Combined A/R Availability					0
Inventory
A. M. Castle:
Gross A. M. Castle Inventory					0
Less A. M .Castle Ineligible Inventory					0
Eligible A. M .Castle Inventory					0
Gross A. M. Castle Inventory Availability		50	%		0
Transtar
Gross Transtar Inventory					0
Less Transtar Ineligible Inventory					0
Eligible Transtar Inventory					0
Gross Transtar Inventory Availability	blended				0
Combined A/R Availability					0

I-2

Property, Plant, & Equipment
A. M. Castle:
Book PP&E			0
PP&E Availability	20	%	0
Transtar
Book PP&E			0
PP&E Availability	20	%	0
Combined A/R Availability			0
Total Combined Availability			0
plus $12.5MM permitted over-advance			0
Final Adjusted availability			0
Outstanding Debt (projected at close)
Revolving Line of Credit			0
Term Loan			0
Prudential Private Placement			0
Standby & Trade L/Cs			0
Bankers Acceptances			0
Other Secured Indebtedness (SBC)			0
Transaction Fees			0
Total Outstanding Debt / Uses			0
Estimated Excess Availability at close			0

I-3

EX-10.12

EXHIBIT 10.12

GUARANTEE AGREEMENT

     This GUARANTEE AGREEMENT (as the same may hereafter be amended, supplemented or otherwise modified, this “Guarantee”), dated as of September 5, 2006, is by KEYSTONE TUBE COMPANY, LLC, a Delaware limited liability company, TOTAL PLASTICS, INC., a Michigan corporation, PARAMONT MACHINE COMPANY, LLC, a Delaware limited liability company, ADVANCED FABRICATING TECHNOLOGY, LLC, a Delaware limited liability company, OLIVER STEEL PLATE CO., a Delaware corporation, METAL MART, LLC, a Delaware limited liability company, DATAMET, INC., an Illinois corporation, TRANSTAR INTERMEDIATE HOLDINGS #2, INC., a Delaware corporation, TRANSTAR METALS HOLDINGS, INC., a Delaware corporation, TRANSTAR INVENTORY CORP., a Delaware corporation, TRANSTAR METALS CORP., a Delaware corporation and TRANSTAR MARINE CORP., a Delaware corporation (each of whom, together with each other Person which from time to time becomes a Guarantor pursuant to Section 5 hereof, is referred to herein, individually, as a “Guarantor” and, collectively, as the “Guarantors”) in favor of U.S. Lenders (as defined in the Credit Agreement referred to below) and BANK OF AMERICA, N.A., as U.S. Agent for U.S. Lenders (together with its successors and assigns, herein referred to as “U.S. Agent”).

RECITALS:

     WHEREAS, each of the Guarantors is a direct or indirect Subsidiary of A. M. Castle & Co., a Maryland corporation (together with its successors and assigns, “U.S. Borrower”);

     WHEREAS, U.S. Borrower, A. M. Castle & Co. (Canada) Inc., a corporation organized under the laws of the Province of Ontario, Canada (“Canadian Borrower”), the lenders from time to time party thereto, including U.S. Lenders, U.S. Agent and Bank of America, N.A., Canada Branch, entered into an Amended and Restated Credit Agreement, dated as of September 5, 2006 (as from time to time modified, amended, restated or supplemented, the “Credit Agreement”), pursuant to which the lenders party thereto have agreed to extend certain credit facilities to U.S. Borrower and Canadian Borrower;

     WHEREAS, each Guarantor will receive substantial direct and indirect economic, financial and other benefits as a result of the credit facilities provided for in the Credit Agreement.

     NOW THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Guarantor hereby agrees as follows:

1. DEFINITIONS.

     All capitalized terms used herein and not defined herein have the respective meanings given them in the Credit Agreement.

2. GUARANTEE.

     2.1. Guarantee of Payment and Performance. Each Guarantor hereby absolutely, unconditionally and irrevocably, on a joint and several basis with each other Guarantor, guarantees to U.S. Agent and U.S. Lenders:

     (a) the full and punctual payment by U.S. Borrower of the U.S. Obligations at any time payable under the Loan Documents in each case when and as the same shall become due and payable, whether at maturity, pursuant to mandatory or optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions of this Guarantee, the Credit Agreement and the other Loan Documents, including, without limitation, overdue interest, post-petition interest, indemnification payments and all of such obligations which would become due but for the operation of the automatic stay pursuant to Section 362(a) of the United States Bankruptcy Code and the operation of Sections 502(b) and 506(b) of the United States Bankruptcy Code; and

     (b) the full and punctual performance by U.S. Borrower of all duties, agreements, covenants and obligations of U.S. Borrower contained in the Credit Agreement and the other Loan Documents,

and the full and prompt payment, on demand, of all reasonable costs and expenses incurred by (x) U.S. Agent in connection with the negotiation, preparation, execution and delivery of this Guarantee and (y) U.S. Agent, U.S. Lenders or any trustee or agent acting on behalf of U.S. Agent and/or U.S. Lenders in enforcing any of its rights and remedies under this Guarantee, the Credit Agreement or any of the other Loan Documents, including, but not limited to, all reasonable attorneys’ fees and expenses (whether or not there is litigation), court costs and all costs in connection with any proceedings under any Debtor Relief Laws (collectively, the “Guarantied Obligations”), provided that the Guarantors shall not be liable for the reasonable fees and expenses of more than one separate firm of attorneys representing U.S. Agent.

     2.2. Nature of Guarantee. This is a continuing, absolute and unconditional Guarantee of payment and performance and not merely of collection, and shall continue in full force and effect until such time as the Guarantied Obligations have been fully and irrevocably paid.

     2.3. Binding Nature of Certain Adjudications. Each Guarantor shall be conclusively bound by the final adjudication in any action or proceeding, legal or otherwise to which U.S. Borrower is a party, involving any controversy arising under, in connection with, or in any way related to, any of the Guarantied Obligations, and by a final judgment, award or decree entered therein.

     2.4. No Duty to Pursue Others. Upon the occurrence and during the continuance of an Event of Default, U.S. Agent or any trustee or agent acting on behalf of U.S. Agent may proceed to enforce its rights and remedies directly against any one or more of the Guarantors without first proceeding against U.S. Borrower or any other Person liable for the Guarantied Obligations or any security for the Guarantied Obligations.

- 2 -

     2.5. No Release of Guarantors. Each Guarantor’s liability under this Guarantee shall not be limited, diminished or extinguished by, and each Guarantor shall not be entitled to raise as a defense, any:

     (a) invalidity, irregularity or unenforceability of the Guarantied Obligations or of such Guarantor’s obligations hereunder;

     (b) failure of such Guarantor to be given notice of default by U.S. Borrower;

     (c) reorganization, merger or consolidation of U.S. Borrower or any Guarantor into or with any other Person;

     (d) waiver of U.S. Borrower’s defaults or extensions of due dates for payments or other accommodations, indulgences or forbearance granted to U.S. Borrower;

     (e) release of or non-perfection with respect to part or all of any security for the Guarantied Obligations;

     (f) taking or accepting of any other security, collateral or guaranty of payment of any or all of the Guarantied Obligations;

     (g) release of or settlement or compromise with any one or more Persons who constitute guarantors or the release of or settlement or compromise with any one or more Persons who are otherwise liable for the payment or performance of all or any portion of the Guarantied Obligations and who are not primary obligors thereon;

     (h) any loss or impairment of any right of any Guarantor for subrogation, reimbursement or contributions;

     (i) assignment or other transfer by U.S. Agent or any U.S. Lender (or any trustee or agent acting on the behalf of U.S. Agent or any U.S. Lender, as the case may be) of any part of the Guarantied Obligations, or any collateral or security securing any portion of the Guarantied Obligations;

     (j) illegality or impossibility of performance on the part of U.S. Borrower or the Guarantors under the Credit Agreement or this Guarantee; or

     (k) other acts or omissions of U.S. Agent or any U.S. Lender which, in the absence of this Section, would operate so as to impair, diminish or extinguish any Guarantor’s liability under this Guarantee.

     2.6. Certain Waivers.

     (a) Waiver of Notice. Each Guarantor hereby waives notice of (i) acceptance of this Guarantee, (ii) any amendment, extension or other modification of the Credit Agreement and/or any of the other Loan Documents, (iii) any loans or advances made by any U.S. Lenders to U.S. Borrower, (iv) the occurrence of a Default or Event of Default,

- 3 -

(v) any transfer or other disposition of the Guarantied Obligations pursuant to the Credit Agreement, and (vi) any other action at any time taken or omitted by U.S. Agent or any U.S. Lender or by any trustee or agent acting on behalf of U.S. Agent or any U.S. Lender, and generally, all demands and notices of every kind in connection with this Guarantee, the Credit Agreement and the other Loan Documents, except as provided herein and in the Credit Agreement.

     (b) Certain Other Waivers. Each Guarantor hereby waives (i) diligence, presentment, demand for payment, protest or notice, whether of nonpayment, dishonor, protest or otherwise, (ii) all setoffs, counterclaims and claims of recoupment against the Guarantied Obligations that may be available to U.S. Borrower or any other guarantor of the Guarantied Obligations (it being understood that the waivers set forth anywhere in this Guarantee shall not preclude any action by such Guarantor, after payment in full of its obligations hereunder, to recover for any tortious action or omission by U.S. Agent or any U.S. Lender which resulted in injury to such Guarantor), (iii) any defense based upon or in any way related to any claim that any election of remedies by U.S. Agent or any U.S. Lender (or by any trustee or agent acting on behalf of U.S. Agent or any U.S. Lender) impaired, reduced, released or otherwise extinguished any rights such Guarantor might otherwise have had against U.S. Borrower or any security, (iv) any claim based upon or in any way related to any of the matters referred to in Section 2.5, and (v) any claim that this Guarantee should be strictly construed against U.S. Agent or any U.S. Lender.

     2.7. Bankruptcy; Other Matters. In the event that, pursuant to any insolvency, bankruptcy, reorganization, receivership or other debtor relief law, or any judgment, order or decision thereunder, or for any other reason U.S. Agent or any U.S. Lender must rescind or restore any payment received by U.S. Agent or any U.S. Lender in connection with the Guarantied Obligations, the Credit Agreement or any other Loan Document, or U.S. Borrower ceases to be liable to U.S. Agent or any U.S. Lender in respect of the Credit Agreement (other than by the full and irrevocable payment in full thereof), then any prior release or discharge from this Guarantee shall be without effect and this Guarantee and the obligations of each Guarantor hereunder shall remain in full force and effect.

     2.8. Payments by Guarantors. If all or any part of the Guarantied Obligations are not paid when due, whether at maturity, by reason of acceleration, or otherwise, and remain unpaid until the expiration of any applicable grace or cure period, or otherwise upon the occurrence and continuance of any Event of Default, the Guarantors shall, immediately upon demand by U.S. Agent (or any trustee or agent acting on behalf of U.S. Agent or any U.S. Lender), and without presentment, protest, notice of protest, notice of nonpayment, notice of intention to accelerate or acceleration or any other notice whatsoever, pay in immediately available funds, the amount due on the Guarantied Obligations to U.S. Agent for distribution to U.S. Lenders. All obligations of the Guarantors under this Guarantee shall be performable and payable to U.S. Agent at its office at the address for notices provided for in the Credit Agreement.

     2.9. Failure to Pay Guarantied Obligations. If any Guarantor fails to pay the Guarantied Obligations as required by this Guarantee, then each of the Guarantors, as the

- 4 -

principal obligor and not as a guarantor only, shall jointly and severally pay, on demand, all reasonable out-of-pocket costs and expenses incurred or expended by U.S. Agent and U.S. Lenders (and any trustee or agent acting on behalf of U.S. Agent and/or any U.S. Lender) in connection with the enforcement of, and the preservation of U.S. Agent’s and U.S. Lenders’ rights under and with respect to, this Guarantee, including, but not limited to, all reasonable attorneys’ fees and expenses (whether or not there is litigation), court costs and all costs incurred in connection with any proceedings under any Debtor Relief Laws, provided that the Guarantors shall not be liable for the reasonable fees and expenses of more than one separate firm of attorneys representing U.S. Agent. Until paid, all such amounts recoverable under this Section 2.9 shall bear interest from the time when such amounts become due until payment in full thereof at the Default Rate for Base Rate Loans.

     2.10. Subordination of Affiliate Obligations. Each of the Guarantors agrees that all Affiliate Obligations (as defined below), interest thereon, and all other amounts due with respect thereto, are hereby subordinated as to time of payment and in all other respects to all the Guarantied Obligations. Each Guarantor agrees that at all times during the existence of an Event of Default, such Guarantor shall not be entitled to enforce or receive any payment in respect thereof until all sums then due and owing to U.S. Agent and/or U.S. Lenders in respect of the Guarantied Obligations shall have been paid in full. If any payment shall have been made to any Guarantor by U.S. Borrower or such indebted Person on any such Affiliate Obligation during any time that an Event of Default exists and there are Guarantied Obligations outstanding, such Guarantor shall collect and receive all such payments as trustee for U.S. Agent and U.S. Lenders, to the extent of all amounts owing with respect to this Guarantee, and such amounts shall be immediately paid over to U.S. Agent (or any trustee or agent acting on behalf of U.S. Agent and/or U.S. Lenders), without affecting in any manner the liability of the Guarantors under the other provisions of this Guarantee. For purposes of this Section 2.10, “Affiliate Obligation” means any indebtedness of any kind of U.S. Borrower, or any Person obligated in respect of the Guarantied Obligations, to the Guarantors.

     2.11. Postponement of Subrogation Rights. No Guarantor will exercise any Subrogation Rights (as defined below) which it may acquire with respect to this Guarantee until the prior and indefeasible payment, in full and in cash, of all Guarantied Obligations. Any amount paid to a Guarantor by or on behalf of U.S. Borrower or any other guarantor of the Guarantied Obligations on account of any such Subrogation Rights prior to the payment in full of all Guarantied Obligations shall immediately be paid over to U.S. Agent for the ratable benefit of U.S. Lenders and credited and applied against the Guarantied Obligations whether matured or unmatured, in accordance with the terms of the Credit Agreement. In furtherance of the foregoing, for so long as any Guarantied Obligations remain outstanding, (i) no Guarantor shall take any action or commence any proceeding against U.S. Borrower or any other guarantor of the Guarantied Obligations (or any of their respective successors or assigns, whether in connection with a bankruptcy proceeding or otherwise), to recover any amounts in the respect of payments made under this Guarantee to U.S. Agent and/or U.S. Lenders, and (ii) each Guarantor hereby forbears realizing any benefit of and exercising any right to participate in any security which may be held by U.S. Agent or U.S. Lender or any agent or trustee acting on behalf of U.S. Agent and/or U.S. Lenders. For purposes of this Section 2.11, “Subrogation Right” means any right of contribution, subrogation, reimbursement, indemnity, or repayment, and any other “claim”, as that term is defined in the United States Bankruptcy Code, which any Guarantor

- 5 -

might now have or hereafter acquire against U.S. Borrower or any other guarantor of the Guarantied Obligations that arises from the existence or performance of such Guarantor’s obligations under this Guarantee, and any right to participate in any security for the Guarantied Obligations.

     2.12. Limitation on Guarantied Obligations. Notwithstanding anything in Section 2.1 or elsewhere in this Guarantee or any other Loan Document to the contrary, the obligations of the Guarantors under this Guarantee shall at each point in time be limited to an aggregate amount equal to the greatest amount that would not result in such obligations being subject to avoidance, or otherwise result in such obligations being unenforceable, at such time under applicable law (including, without limitation, to the extent, and only to the extent, applicable to the Guarantors, Section 548 of the United States Bankruptcy Code and any comparable provisions of the law of any other jurisdiction, any capital preservation law of any jurisdiction and any other law of any jurisdiction that at such time limits the enforceability of the obligations of the Guarantors under this Guarantee). This Section 2.12 is intended solely to preserve the rights of U.S. Agent and U.S. Lenders hereunder to the maximum extent permitted by applicable law, and neither the Guarantors nor any other Person shall have any rights under this Section 2.12 that it would not otherwise have under applicable law.

     2.13. Other Enforcement Rights. U.S. Agent and U.S. Lenders may proceed to protect and enforce this Guarantee by suit or proceedings in equity, at law or in bankruptcy, and whether for the specific performance of any covenant or agreement contained herein or in execution or aid of any power herein granted or for the recovery of judgment for the obligations hereby guaranteed or for the enforcement of any other proper legal or equitable remedy available under applicable law.

3. REPRESENTATIONS AND WARRANTIES.

     Each Guarantor hereby represents and warrants to U.S. Agent and U.S. Lenders that:

     3.1. Organization and Existence. The Guarantor is duly organized and existing in good standing under the laws of its jurisdiction of organization, is duly qualified to do business and is in good standing where the nature or extent of its businesses or properties requires it to be qualified to do business except where the failure to so qualify will not have a material adverse effect on the business, operations, profits, financial condition, properties or business prospects of such Guarantor or on its ability to perform its obligations hereunder and under the other Loan Documents. The Guarantor has the power and authority to own its properties and carry on its business as now being conducted.

     3.2. Authorization. The Guarantor is duly authorized to execute and perform this Guarantee and this Guarantee has been properly authorized by all requisite action of such Guarantor. No consent, approval or authorization of, or declaration or filing with, any Governmental Authority or any other Person, is required in connection with the execution, delivery or performance of this Guarantee, except for those already duly obtained.

     3.3. Due Execution. This Guarantee has been executed on behalf of such Guarantor by a Person duly authorized to do so.

- 6 -

     3.4. Enforceability. This Guarantee constitutes the legal, valid and binding obligation of the Guarantor, enforceable against such Guarantor in accordance with its terms, except to the extent that the enforceability thereof against such Guarantor may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditor’s rights generally or by equitable principles of general application (regardless of whether such enforceability is considered in a proceeding in equity or at law).

     3.5. Legal Restraints. The execution of this Guarantee by the Guarantor and the performance by such Guarantor of its obligations under this Guarantee, will not (i) violate or constitute a default under the certificate or articles of incorporation, bylaws or other organizational documents of such Guarantor as applicable, (ii) except as contemplated by the U.S. Security Documents and the granting of Liens to secure Other Senior Debt, result in any Lien being imposed on any of such Guarantor’s property, or (iii) violate or constitute a default under any agreement to which the Guarantor is a party or any law, ordinance, governmental rule or regulation to which it is subject, except where such violation or default could not reasonably be expected to have a material adverse effect on the business, operations, profits, financial condition, properties or business prospects of such Guarantor or on its ability to perform its obligations hereunder and under the other Loan Documents.

     3.6. No Material Proceedings. There are no proceedings, actions or investigations pending or, to the knowledge of the Guarantor, threatened against such Guarantor that, in the aggregate for all such proceedings, actions and investigations, could reasonably be expected to have a material adverse effect on the business, operations, profits, financial condition, properties or business prospects of such Guarantor or on its ability to perform its obligations hereunder and under the other Loan Documents.

     3.7. Compliance with Laws. The Guarantor is in compliance with all laws, ordinances, governmental rules and regulations to which it is subject, except for such failures to comply that, in the aggregate for all such failures, could not reasonably be expected to have a material adverse effect on the business, operations, profits, financial condition, properties or business prospects of such Guarantor or on its ability to perform its obligations hereunder and under the other Loan Documents.

     3.8. No Defaults. The Guarantor has not breached or violated, or is not in default under, any agreement to which it is a party, and is not in default with respect to any of its obligations, except for such breaches, violations and defaults that, in the aggregate for all such breaches, violations and defaults, could not reasonably be expected to have a material adverse effect on the business, operations, profits, financial condition, properties or business prospects of such Guarantor or on its ability to perform its obligations hereunder and under the other Loan Documents.

     3.9. Independent Credit Evaluation. The Guarantor has independently, and without reliance on any information supplied by U.S. Agent or any U.S. Lender, taken, and will continue to take, whatever steps such Guarantor deems necessary to evaluate the financial condition and affairs of U.S. Borrower, and neither U.S. Agent nor any U.S. Lender shall have any duty to advise the Guarantor of information at any time known to U.S. Agent or any U.S. Lender regarding such financial condition or affairs.

- 7 -

     3.10. No Representation By Agent. Neither U.S. Agent, any U.S. Lender nor any trustee or agent acting on its behalf has made any representation, warranty or statement to the Guarantor to induce such Guarantor to execute this Guarantee.

     3.11. Survival. All representations and warranties made by the Guarantor herein shall survive the execution hereof and may be relied upon by U.S. Agent and U.S. Lenders as being true and accurate until the Guarantied Obligations are fully and irrevocably paid.

4. COVENANTS.

     4.1. Corporate Existence; Scope of Business; Compliance with Law; Preservation of Enforceability. Each Guarantor covenants that from the date hereof and until the Guarantied Obligations are fully and irrevocably paid, such Guarantor shall

     (a) preserve and maintain its existence in good standing and its right to transact business in those states in which it is now or hereafter doing business and obtain and maintain all licenses, except where the failure to obtain and maintain such licenses that, in the aggregate for all such failures, could not reasonably be expected to have a material adverse effect on the business, operations, profits, financial condition, properties or business prospects of such Guarantor or on its ability to perform its obligations hereunder and under the other Loan Documents;

     (b) comply, with all applicable laws, ordinances, governmental rules and regulations to which it is subject, except where such failure to comply could not reasonably be expected to have a material adverse effect on the business, operations, profits, financial condition, properties or business prospects of such Guarantor; or on its ability to perform its obligations hereunder and under the other Loan Documents; and

     (c) take all action and obtain all consents and governmental approvals required so that its obligations under this Guarantee will at all times be legal, valid and binding and enforceable in accordance with the terms hereof.

5. ADDITIONAL GUARANTORS.

     In accordance with Section 6.12 of the Credit Agreement, additional Persons may from time to time after the date of this Guarantee become Guarantors under this Guarantee by executing and delivering to U.S. Agent a joinder agreement (a “Joinder Agreement”) to this Guarantee in substantially the form attached as Exhibit A to this Guarantee. Effective from and after the date of the execution and delivery by any Person to U.S. Agent of a Joinder Agreement, such Person shall be, and shall be deemed for all purposes to be, a Guarantor under this Guarantee with the same force and effect, and subject to the same agreements, representations, guarantees, indemnities, liabilities and obligations, as if such Person were, effective as of such date, an original signatory to this Guarantee as a Guarantor. The execution and delivery of a Joinder Agreement by any Person shall not require the consent of any other Guarantor and all of the Guarantied Obligations of each Guarantor under this Guarantee shall remain in force and effect notwithstanding the addition of any additional Guarantor to this Guarantee.

- 8 -

6. SUCCESSORS AND ASSIGNS.

     This Guarantee shall bind the successors, assignees, trustees, and administrators of each Guarantor and shall inure to the benefit of U.S. Agent, each U.S. Lender, and their respective successors, transferees, participants and assignees.

7. CONTINUANCE OF GUARANTEE.

     Each Guarantor is liable under this Guarantee for the full amount of the Guarantied Obligations. U.S. Agent may release, settle with or compromise with any one or more Persons who are otherwise liable for the payment or performance of all or portions of the Guarantied Obligations without impairing, diminishing or releasing any rights of U.S. Agent or U.S. Lenders hereunder against any Guarantor or any other Person liable for the Guarantied Obligations. This Guarantee shall continue in full force and effect and shall bind each Guarantor notwithstanding the death or release of any other Person who is otherwise liable for the payment or performance of all or any portion of the Guarantied Obligations.

8. AMENDMENTS AND WAIVERS.

     No amendment to, waiver of, or departure from full compliance with any provision of this Guarantee, or consent to any departure by any Guarantor herefrom, shall be effective unless it is in writing and signed by authorized officers of each Guarantor directly affected thereby and U.S. Agent; provided, however, that any such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No failure by U.S. Agent to exercise, and no delay by U.S. Agent in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by U.S. Agent of any right, remedy, power or privilege hereunder preclude any other exercise thereof, or the exercise of any other right, remedy, power or privilege.

9. RIGHTS CUMULATIVE.

     Each of the rights and remedies of U.S. Agent and U.S. Lenders under this Guarantee shall be in addition to all of their other rights and remedies under applicable law, and nothing in this Guarantee shall be construed as limiting any such rights or remedies.

10. SERVICE OF PROCESS.

     EACH GUARANTOR HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY REGISTERED MAIL (RETURN RECEIPT REQUESTED) DIRECTED TO IT AT ITS ADDRESS SET FORTH IN ANNEX 1 HERETO. SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED AS OF THE DATE THAT SUCH GUARANTOR SIGNS THE RETURN RECEIPT. NOTHING IN THIS SECTION SHALL AFFECT THE RIGHT OF U.S. AGENT OR ANY U.S. LENDER TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

- 9 -

11. WAIVER OF JURY TRIAL.

     EACH GUARANTOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS GUARANTEE.

12. SEVERABILITY.

     Any provision of this Guarantee which is prohibited, unenforceable or not authorized in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition, unenforceability or nonauthorization without invalidating the remaining provisions hereof or affecting the validity, enforceability or legality of such provision in any other jurisdiction unless the ineffectiveness of such provision would result in such a material change as to cause completion of the transactions contemplated hereby to be unreasonable.

13. GOVERNING LAW.

     THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

14. SECTION HEADINGS.

     Section headings are for convenience only and shall not affect the interpretation of this Guarantee.

15. LIMITATION OF LIABILITY.

     NEITHER U.S. AGENT NOR ANY U.S. LENDER SHALL HAVE ANY LIABILITY WITH RESPECT TO, AND EACH OF THE GUARANTORS HEREBY WAIVES, RELEASES AND AGREES NOT TO SUE FOR, (a) ANY LOSS OR DAMAGE SUSTAINED BY ANY GUARANTOR THAT MAY OCCUR AS A RESULT OF, IN CONNECTION WITH, OR THAT IS IN ANY WAY RELATED TO, ANY ACT OR FAILURE TO ACT REFERRED TO IN SECTION 2.5 OR (b) ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES SUFFERED BY ANY GUARANTOR IN CONNECTION WITH ANY CLAIM RELATED TO THIS GUARANTEE.

16. ENTIRE AGREEMENT.

     This Guarantee embodies the entire agreement among Guarantors, U.S. Agent and U.S. Lenders relating to the subject matter hereof and supersedes all prior agreements, representations and understandings, if any, relating to the subject matter hereof.

17. COMMUNICATIONS.

     All notices and other communications to U.S. Agent and U.S. Lenders or Guarantors hereunder shall be in writing, shall be delivered in the manner and with the effect, as provided by

- 10 -

the Credit Agreement, and shall be addressed to the Guarantors as set forth in Annex 1 hereto and to U.S. Agent and U.S. Lenders as set forth in the Credit Agreement.

18. DUPLICATE ORIGINALS.

     Two or more duplicate counterpart originals hereof may be signed by the parties, each of which shall be an original but all of which together shall constitute one and the same instrument. Delivery of any executed signature page to this Guarantee by any Guarantor by facsimile transmission shall be as effective as delivery of a manually executed copy of this Guarantee by such Guarantor.

19. NOTICES.

     Nothing in this Guarantee shall void or abrogate any obligation of U.S. Borrower, any Guarantor or U.S. Agent to give any notice specifically required to be given by such Person in any provision of any Loan Document.

20. TERMINATION.

     Subject to Section 2.7, this Guarantee shall terminate and have no further force or effect upon payment in full of the Guarantied Obligations and the termination of the Credit Agreement.

[Remainder of page intentionally left blank. Next page is signature page.]

- 11 -

     IN WITNESS WHEREOF, each Guarantor has caused this Guarantee to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

KEYSTONE TUBE COMPANY, LLC
By:	/s/ Lawrence A. Boik
Name:	Lawrence A. Boik
Title:	Vice President
TOTAL PLASTICS, INC.
By:	/s/ Lawrence A. Boik
Name:	Lawrence A. Boik
Title:	Vice President
PARAMONT MACHINE COMPANY, LLC
By:	/s/ Jerry M. Aufox
Name:	Jerry M. Aufox
Title:	Secretary
ADVANCED FABRICATING TECHNOLOGY, LLC
By:	/s/ Jerry M. Aufox
Name:	Jerry M. Aufox
Title:	Secretary
OLIVER STEEL PLATE CO.
By:	/s/ Jerry M. Aufox
Name:	Jerry M. Aufox
Title:	Secretary
METAL MART, LLC
By:	/s/ Jerry M. Aufox
Name:	Jerry M. Aufox
Title:	Secretary

- 12 -

DATAMET, INC.
By:	/s/ Jerry M. Aufox
Name:	Jerry M. Aufox
Title:	Secretary
TRANSTAR INTERMEDIATE HOLDINGS #2, INC.
By:	/s/ Lawrence A. Boik
Name:	Lawrence A. Boik
Title:	Vice President
TRANSTAR METALS HOLDINGS, INC.
By:	/s/ Michael H. Goldberg
Name:	Michael H. Goldberg
Title:	Vice President
TRANSTAR INVENTORY CORP.
By:	/s/ Lawrence A. Boik
Name:	Lawrence A. Boik
Title:	Vice President
TRANSTAR METALS CORP.
By:	/s/ Lawrence A. Boik
Name:	Lawrence A. Boik
Title:	Vice President
TRANSTAR MARINE CORP.
By:	/s/ Lawrence A. Boik
Name:	Lawrence A. Boik
Title:	Vice President

- 13 -

ANNEX 1

ADDRESSES OF GUARANTORS

	Jurisdiction of
Guarantor	Organization	Address
Datamet, Inc.	Illinois	Datamet, Inc. 3400 North Wolf Road Franklin Park, IL 60131
Keystone Tube Company, LLC	Delaware	Keystone Tube Company, LLC 13527 South Halsted Street Riverdale, IL 60827
Total Plastics, Inc.	Michigan	Total Plastics, Inc. 2810 North Burdick Street Kalamazoo, MI 49004
Paramont Machine Company, LLC	Delaware	Paramont Machine Company, LLC 963 Commercial Avenue SE New Philadelphia, OH 44663
Advanced Fabricating Technology, LLC	Delaware	Advanced Fabricating Technology, LLC 687 Bryne Industrial Drive Rockford, MI 49341
Oliver Steel Plate Co.	Delaware	Oliver Steel Plate Co. 7851 Bavaria Drive Twinsburg, OH 44087
Metal Mart, LLC	Delaware	Metal Mart, LLC W229 N2464 Joseph Road Waukesha, WI 53186
Transtar Intermediate Holdings #2, Inc.	Delaware	Transtar Intermediate Holdings #2, Inc. 970 West 190th Street, Suite 700 Torrance, CA 90502
Transtar Metals Holdings, Inc.	Delaware	Transtar Metals Holdings, Inc. 970 West 190th Street, Suite 700 Torrance, CA 90502

	Jurisdiction of
Guarantor	Organization	Address
Transtar Inventory Corp.	Delaware	Transtar Inventory Corp. 970 West 190th Street, Suite 700 Torrance, CA 90502
Transtar Metals Corp.	Delaware	Transtar Metals Corp. 970 West 190th Street, Suite 700 Torrance, CA 90502
Transtar Marine Corp.	Delaware	Transtar Marine Corp. 970 West 190th Street, Suite 700 Torrance, CA 90502

EXHIBIT A

[FORM OF JOINDER AGREEMENT]

JOINDER AGREEMENT NO. ___TO GUARANTEE AGREEMENT

Re: A. M. CASTLE & CO.

     This Joinder Agreement is made as of                     , in favor of U.S. Agent and U.S. Lenders (as such terms are defined in the Castle Guaranty, as hereinafter defined).

A. Reference is made to the Guarantee Agreement made as of                                         , 2006 (as such Guarantee may be supplemented, amended, restated or consolidated from time to time, the “Castle Guaranty”) by certain Persons in favor of U.S. Agent and U.S. Lenders (as defined in the Castle Guaranty), under which such Persons have guaranteed to U.S. Agent and U.S. Lenders the due payment and performance by A. M. Castle & Co. (“Castle”) of all its present and future indebtedness, liabilities and obligations to U.S. Agent and U.S. Lenders in connection with the Loan Documents.

B. Capitalized terms used but not otherwise defined in this Joinder Agreement have the respective meanings given to such terms in the Castle Guaranty, including the definitions of terms incorporated in the Castle Guaranty by reference to other agreements.

C. Section 5 of the Castle Guaranty provides that additional Persons may from time to time after the date of the Castle Guaranty become Guarantors under the Castle Guaranty by executing and delivering to U.S. Agent a supplemental agreement to the Castle Guaranty in the form of this Joinder Agreement.

     For valuable consideration, each of the undersigned (each a “New Guarantor”) severally (and not jointly, or jointly and severally) agrees as follows:

     1. Each of the New Guarantors has received a copy of, and has reviewed, the Castle Guaranty and the Loan Documents in existence on the date of this Joinder Agreement and is executing and delivering this Joinder Agreement to U.S. Agent pursuant to Section 5 of the Castle Guaranty.

     2. Effective from and after the date this Joinder Agreement is executed and delivered to U.S. Agent by any one of the New Guarantors (and irrespective of whether this Joinder Agreement has been executed and delivered by any other Person), such New Guarantor is, and shall be deemed for all purposes to be, a Guarantor under the Castle Guaranty with the same force and effect, and subject to the same agreements, representations, guarantees, indemnities, liabilities and obligations, as if such New Guarantor was, effective as of the date of this Joinder Agreement, an original signatory to the Castle Guaranty as a Guarantor. In furtherance of the foregoing, each of the New Guarantors jointly and severally guarantees to U.S. Agent and U.S. Lenders in accordance with the provisions of the Castle Guaranty the due and punctual payment and performance in full of each of the Guarantied Obligations as each such Guarantied

Obligation becomes due from time to time (whether because of maturity, default, demand, acceleration or otherwise) and understands, agrees and confirms that U.S. Agent and U.S. Lenders may enforce the Castle Guaranty and this Joinder Agreement against such New Guarantor for the benefit of U.S. Agent and U.S. Lenders up to the full amount of the Guarantied Obligations without proceeding against any other Guarantor, Castle, any other Person or any collateral securing the Guarantied Obligations. The terms and provisions of the Castle Guaranty are incorporated by reference in this Joinder Agreement.

     3. Upon this Joinder Agreement bearing the signature of any Person claiming to have authority to bind any New Guarantor coming into the hands of U.S. Agent or any U.S. Lender, and irrespective of whether this Joinder Agreement or the Castle Guaranty has been executed by any other Person, this Joinder Agreement will be deemed to be finally and irrevocably executed and delivered by, and be effective and binding on, and enforceable against, such New Guarantor free from any promise or condition affecting or limiting the liabilities of such New Guarantor and such New Guarantor shall be, and shall be deemed for all purposes to be, a Guarantor under the Castle Guaranty. No statement, representation, agreement or promise by any officer, employee or agent of U.S. Agent or U.S. Lenders, forms any part of this Joinder Agreement or the Castle Guaranty or has induced the making of this Joinder Agreement or the Castle Guaranty by any of the New Guarantors or in any way affects any of the obligations or liabilities of any of the New Guarantors in respect of the Guarantied Obligations.

     4. This Joinder Agreement may be executed in counterparts. Each executed counterpart shall be deemed to be an original and all counterparts taken together shall constitute one and the same Joinder Agreement. Delivery of an executed signature page to this Joinder Agreement by any New Guarantor by facsimile transmission shall be as effective as delivery of a manually executed copy of this Joinder Agreement by such New Guarantor.

     5. This Joinder Agreement is a contract made under, and will for all purposes be governed by and interpreted and enforced according to, the internal laws of the State of Illinois excluding any conflict of laws rule or principle which might refer these matters to the laws of another jurisdiction.

     6. This Joinder Agreement and the Castle Guaranty shall be binding upon each of the New Guarantors and the successors of each of the New Guarantors. None of the New Guarantors may assign any of its obligations or liabilities in respect of the Guarantied Obligations.

     IN WITNESS OF WHICH this Joinder Agreement has been duly executed and delivered by each of the New Guarantors as of the date indicated on the first page of this Joinder Agreement.

[NEW GUARANTOR]

By:

Name:

Title:

EX-10.13

EXHIBIT 10.13

AMENDED AND RESTATED
COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT

Dated as of the 5^th day of September, 2006

By and Among

Bank of America, N.A., individually and
as Collateral Agent,

Bank of America, N.A., as U.S. Agent
for U.S. Lenders

The Prudential Insurance Company of America,

Prudential Retirement Insurance and Annuity Company,

The Northern Trust Company,

A. M. Castle & Co.

and

Various Guarantors

1. DEFINITIONS	2
1.1 Definitions	2
1.2 Terms Generally	13
2. RECOURSE OF SECURED PARTIES; OTHER COLLATERAL; ACTION BY SECURED PARTIES	13
2.1 Recourse of Secured Parties; Other Collateral	13
2.2 Action by Secured Parties	14
3. DUTIES OF COLLATERAL AGENT	15
3.1 Notices to the Secured Parties	15
3.2 Actions Under Security Documents	16
3.3 Status of Moneys Received	16
4. CERTAIN INTERCREDITOR ARRANGEMENTS	17
4.1 General Rule: Pari Passu Rights Against Collateral	17
4.2 Non-Cash Distributions or Proceeds	18
4.3 Additional Collateral	19
4.4 Certain Notices	19
4.5 Enforcement	19
4.6 Turnover of Collateral	20
4.7 Payments From Enforcement Rights	20
4.8 Waivers and Amendments of Credit Documents	21
4.9 Sharing of Financial Information	21
4.10 Agents	22
5. CONCERNING THE COLLATERAL AGENT	22
5.1 Appointment and Authority	22
5.2 Rights as a Secured Party	22
5.3 Exculpatory Provisions	22
5.4 Reliance by Collateral Agent	23
5.5 Delegation of Duties	24
5.6 Resignation of Collateral Agent	24
5.7 Non-Reliance on Collateral Agent and Other Secured Parties	25
5.8 Collateral Agent May File Proofs of Claim	25
5.9 Expenses and Indemnification	26
5.10 Expenses and Indemnification by Secured Parties	28
6. REPRESENTATIONS AND WARRANTIES	29
7. AMENDMENT OF THIS AGREEMENT	29
7.1 Amendments	29
7.2 Waivers	29
8. APPROVAL BY THE COMPANY AND GUARANTORS; COMPANY’S OBLIGATIONS ABSOLUTE	30
8.1 General	30

i

8.2 Obligations Absolute	30
8.3 No Additional Rights for Company Hereunder	30
9. COVENANTS CONCERNING COLLATERAL	31
9.1 Additional Assignments, and Mortgages	31
9.2 Perfection Certificate Supplement	31
10. CONDEMNATION	32
10.1 Takings	32
10.2 Application of Awards	32
10.3 Settlement of Condemnation Claims	33
10.4 Offered Repayment	34
10.5 Applicable Prepayment Provisions	35
10.6 Waiver of Offered Repayment	35
10.7 Collateral Agent Expenses	35
11. APPLICATION OF INSURANCE PROCEEDS	36
11.1 General	36
11.2 Offered Repayment	37
11.3 Remnant Insurance Proceeds	38
11.4 Notice of Casualty; Adjusting Loss	39
11.5 Reimbursement of Collateral Agent’s Expenses	39
12. PROCEEDS FROM SALE OF ASSETS	40
12.1 General	40
12.2 Net Proceeds from an Asset Disposition	40
12.3 Offered Repayment	40
12.4 Collateral Agent Expenses	42
13. MISCELLANEOUS	42
13.1 Further Assurances, Etc.	42
13.2 No Individual Action; Marshaling; Etc.	42
13.3 Successors and Assigns	42
13.4 Notices	43
13.5 Termination; Full Release of Collateral	43
13.6 Partial Release of Collateral	45
13.7 Applicable Law	47
13.8 Severability	47
13.9 Counterparts	47
13.10 Section Headings	47
13.11 Complete Agreement	47
13.12 Additional Future Debt	47

ii

Schedules and Exhibits

Schedule 1.1	Existing First Priority Liens
Schedule 13.4	Addresses
Exhibit A	Form of Joinder Agreement
Exhibit B	Form of Perfection Certificate
Exhibit C	Security Document Amendments

iii

AMENDED AND RESTATED
COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT

     This AMENDED AND RESTATED COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT (as may be amended from time to time, this “Agreement”), dated as of the 5^th day of September, 2006, by and among: (i) Bank of America, N.A. (in its individual capacity herein referred to as the “Collateral Agent Bank” and in its capacity as collateral agent herein referred to as the “Collateral Agent”), (ii) Bank of America, N.A., a national banking association (“Bank of America”), as U.S. Agent (as defined below) under the Bank Credit Agreement (as defined below) for the Bank Credit Agreement U.S. Lenders (as defined below), (iii) The Prudential Insurance Company of America and Prudential Retirement Insurance and Annuity Company (together with their respective successors and assigns as Holders of Notes, as defined below, the “Noteholders”), (iv) The Northern Trust Company, an Illinois banking corporation, as party to a Trade Agreement (as defined below) (together with its successors and assigns, “Northern”), (v) A. M. Castle & Co., a Maryland corporation (together with its successors and assigns, the “Company”), (vi) each Guarantor (as defined below) which executes this Agreement or which from time to time hereafter executes an instrument accepting and agreeing to the provisions of this Agreement, and (vii) any holders of Additional Future Debt (as defined below).

P R E A M B L E

     WHEREAS, U.S. Bank National Association, Bank of America, N.A., JPMorgan Chase Bank, N.A., LaSalle Business Credit, LLC, the Noteholders, Northern, the Company and each Guarantor are parties to that certain Collateral Agency and Intercreditor Agreement, dated as of March 20, 2003 (the “Prior Collateral Agency and Intercreditor Agreement”), pursuant to which U.S. Bank National Association has served as Collateral Agent for the Secured Parties identified therein; and

     WHEREAS, U.S. Bank National Association has submitted its resignation as Collateral Agent to the Secured Parties (as defined in the Prior Collateral Agency and Intercreditor Agreement) and the Company and the Secured Parties under the Prior Collateral Agency and Intercreditor Agreement have appointed Bank of America as successor Collateral Agent under the Prior Collateral Agency and Intercreditor Agreement; and

     WHEREAS, Bank of America, N.A., Bank of America, N.A. Canada Branch, the other financial institutions named therein as lenders, the Company and A. M. Castle & Co. (Canada) Inc. have entered into an Amended and Restated Credit Agreement, dated as of the date hereof (as from time to time modified, amended, supplemented or restated, the “Bank Credit Agreement”); and

     WHEREAS, the Company and the Noteholders entered into a Note Agreement, dated as of November 17, 2005 (as from time to time modified, amended, supplemented or restated, the “Note Agreement”), as amended by a First Amendment to Note Agreement, dated as of September 5, 2006; and

     WHEREAS, the Company and Northern entered into an Amended and Restated Trade Acceptance Purchase Agreement dated as of September 5, 2006 (as from time to time modified, amended, supplemented or restated, the “Trade Agreement”); and

     WHEREAS, the parties hereto desire to amend and restate the Prior Collateral Agency and Intercreditor Agreement as provided herein.

     NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

     1. DEFINITIONS.

          1.1 Definitions. The following terms shall have the meanings set forth in this Section 1 or elsewhere in the provisions of this Agreement referred to below:

     Action. See Section 2.2(a).

     Actionable Default. Shall mean any Actionable Payment Default and any other Event of Default which permits any one or more holders of Secured Obligations to accelerate the maturity of the Secured Obligations held by it.

     Actionable Payment Default. Shall mean any failure of the Company or any Guarantor to pay any of the Secured Obligations as and when due and payable in accordance with the terms of the Bank Credit Agreement, the Note Documents, the Trade Agreement, any Additional Future Debt Document or Security Document, whether by acceleration (including automatic acceleration upon the commencement of a bankruptcy case) or otherwise and the expiration of ninety (90) days after such failure (collectively, a “Payment Default”), or the commencement of any bankruptcy, insolvency, reorganization or other similar case or proceeding by or against the Company or any Guarantor, or the making by the Company or any Guarantor of an assignment for the benefit of its creditors.

     Additional Future Debt. Shall mean (a) any increase in the maximum principal amount of the Principal Obligations incurred after the date hereof in compliance with the terms of the Credit Documents and this Agreement and/or (b) any additional indebtedness of the Company or any Guarantor, in each case, incurred after the date hereof in compliance with the terms of the Credit Documents and this Agreement so long as, in each such case, the holder of such additional indebtedness, the Collateral Agent, each existing Secured Party, the Company and each Guarantor shall have executed and delivered to the Collateral Agent a Joinder Agreement in the form of Exhibit A attached hereto.

     Additional Future Debt Documents. Shall mean documents, instruments and agreements relating to Additional Future Debt as the same may be amended, renewed, extended, restated, supplemented or otherwise modified from time to time.

     Affiliate. Shall mean as to any Person, a Person controlling, controlled by, or under common control with such Person.

2

     Agreement. As defined in the introductory paragraph hereto.

     Approved Asset Disposition. Shall mean an Asset Disposition the terms of which have been approved in writing by the Requisite Parties so long as the Collateral Agent shall have received written direction from the Requisite Parties of such approval.

     Asset Disposition. Shall mean any Transfer so long as immediately before and immediately after the consummation of any such Transfer and after giving effect thereto, no Default or Event of Default exists.

     Asset Disposition Certificate. Shall mean with respect to any proposed Asset Disposition a certificate executed by a Senior Officer which (a) states that no Default or Event of Default then exists or will exist upon the consummation of such Asset Disposition and such Asset Disposition is permitted by the terms of each of the Loan Documents, (b) describes such Asset Disposition, (c) sets forth (i) estimated Net Proceeds to be received by the Obligors upon consummation of such Asset Disposition and (ii) net book value of the Asset Disposition Collateral in respect of such Asset Disposition together with the aggregate net book value of all Asset Disposition Collateral in respect of all Asset Dispositions completed in the then current calendar year.

     Asset Disposition Collateral. Shall mean any Collateral to be Transferred in connection with an Asset Disposition.

     Bank of America. As defined in the introductory paragraph hereto.

     Bank Credit Agreement. As defined in the Preamble hereto.

     Bank Credit Agreement Debt. Shall mean all indebtedness, obligations and liabilities of any of the Company and Guarantors to or for the benefit of U.S. Agent and U.S. Lenders (or their Affiliates) arising or incurred under the Bank Credit Agreement Documents or the Guaranties related thereto, existing on the date of this Agreement or arising hereafter, direct or indirect, joint or several, absolute or contingent, matured or unmatured, arising by contract, operation of law or otherwise, including, but not limited to, Post-Petition Interest. Notwithstanding the foregoing, Bank Credit Agreement Debt shall not include any obligations for the payment of principal in excess of $220,000,000 (plus (i) the amount of any applicable fees and costs payable to U.S. Agent or the U.S. Bank Credit Agreement Lenders (or their Affiliates) under the Bank Credit Agreement Documents, (ii) all Bank Credit Agreement Swap Obligations, and (iii) all Bank Credit Agreement Treasury Management Obligations) plus the amount of any Additional Future Debt incurred under the Bank Credit Agreement.

     Bank Credit Agreement Documents. Shall mean the Bank Credit Agreement and each other document and instrument executed in connection with the Bank Credit Agreement, including, but not limited to, any Swap Contract or any document or agreement evidencing any Treasury Management Obligation (as defined in the Bank Credit Agreement) between the Company and any Bank Credit Agreement U.S. Lender or any of its Affiliates.

     Bank Credit Agreement Letter of Credit. Shall mean standby or commercial letter of credit issued pursuant to the Bank Credit Agreement by Bank of America as U.S. L/C Issuer

3

thereunder or issued by any other Bank Credit Agreement U.S. Lender that may then be operating as U.S. L/C Issuer thereunder.

     Bank Credit Agreement Swap Obligations. Shall mean all obligations, liabilities and indebtedness of the Company to any Bank Credit Agreement U.S. Lender or its Affiliate with respect to any Swap Contract.

     Bank Credit Agreement Treasury Management Obligations. Shall mean all obligations, liabilities and indebtedness of any Obligor to any Bank Credit Agreement U.S. Lender or any Affiliate of any Bank Credit Agreement U.S. Lender with respect to any treasury management or similar services provided to any such Obligor by such Bank Credit Agreement U.S. Lender or its Affiliate.

     Bank Credit Agreement U.S. Lenders. Shall mean each of the financial institutions from time to time party to the Bank Credit Agreement and identified therein as a U.S. Lender and shall specifically include each assignee of any Person who at any time is a U.S. Lender under the Bank Credit Agreement and shall also specifically include each person becoming a party to the Bank Credit Agreement in the capacity of a U.S. Lender after the date hereof.

     Bankruptcy Code. Shall mean the Bankruptcy Code of 1978, as amended, or any successor statute.

     Bankruptcy Event. Shall mean and include:

               (a) the pendency of any case against the Company or any Guarantor arising under the Bankruptcy Code;

               (b) the pendency of any case against the Company or any Guarantor arising under any other bankruptcy, reorganization, compromise, arrangement, insolvency, readjustment of debt, dissolution, liquidation or other similar law of any jurisdiction;

               (c) the appointment of, or taking possession by, a trustee, receiver, custodian, liquidator or similar official of the Company or any Guarantor or any substantial assets of any of them;

               (d) any assignment for the benefit of creditors of the Company or any Guarantor; and

               (e) the failure of the Company or any Guarantor generally to pay its debts as they become due.

     Business Day. Shall mean any day, other than Saturday, Sunday or a legal holiday or any other day on which banking institutions in Chicago, Illinois generally are authorized by law to close.

     Collateral. Shall mean any of the properties and assets of whatever nature, tangible or intangible, now owned or existing or hereafter acquired or arising, of the Company or any of the Guarantors in which at the time of reference a Lien has been granted or has purportedly been

4

granted to the Collateral Agent to secure the Secured Obligations and which has not been released pursuant to the terms hereof and all other cash provided to be the subject of a Lien to secure any of the Secured Obligations as contemplated by any Security Document, and any property and assets paid or payable to the Collateral Agent under any of the Guaranties or any subordination agreement, in each case other than Excluded Collateral.

     Collateral Agent. As defined in the introductory paragraph hereto unless and until a successor Collateral Agent shall have been appointed pursuant to Section 5.6, and thereafter “Collateral Agent” shall mean such successor Collateral Agent.

     Collateral Agent Bank. As defined in the introductory paragraph hereto and any successor bank, in its individual capacity, serving as a successor Collateral Agent pursuant to Section 5.6.

     Company. As defined in the introductory paragraph hereto.

     Credit Documents. Shall mean, collectively, the Bank Credit Agreement Documents, the Note Documents, the Trade Agreement, any Additional Future Debt Documents and the Security Documents.

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

     Default. Shall mean any event or condition which, with the giving of notice or the lapse of time, or both, would become an Event of Default.

     Demand Notice. See Section 4.4(a).

     Disposition. See Section 4.1(b).

     Distribution Amount. See Section 4.1(c)(i).

     Enforcement Notice. Shall mean written notice given by the Requisite Parties or Special Requisite Parties, as the case may be, to the Collateral Agent (a) stating that a Notice of Actionable Default has theretofore been given by such Requisite Parties or Special Requisite Parties, as the case may be, to the Collateral Agent and that the Actionable Default specified in such Notice of Actionable Default continued to exist uncured for the applicable period described in Section 4.5, and (b) setting forth instructions from such Requisite Parties or Special Requisite Parties, as the case may be, to the Collateral Agent to exercise all or any such rights, powers and remedies as are available under the Security Documents and making such additional statements as may be called for under Section 4.5.

     Event of Default. Shall mean any “Event of Default” under and as defined in the Trade Agreement, any “Event of Default” under and as defined in the Note Agreement, any “Event of Default” under and as defined in the Bank Credit Agreement or any similar event or condition

5

giving rise to the right of a holder or holders of Additional Future Debt to accelerate or which results in the acceleration of the maturity of such Additional Future Debt. Notwithstanding anything to the contrary set forth in any Credit Document, each Secured Party hereby agrees that any default by the Company or any Guarantor in the performance or observance of any covenant or provisions of this Agreement or any Security Document shall not constitute an “Event of Default” under such Credit Document unless such default shall continue for more than thirty (30) days after the first date on which a Senior Officer of the Company becomes aware of such default.

     Excluded Collateral. Shall mean (a) any property (whether currently existing or subsequently acquired) subject to a Permitted First Priority Lien, to the extent the agreement creating such Lien prohibits additional Liens on such property; (b) cash sufficient to secure the Company’s (or any of its Subsidiaries’) obligations to pay its workmen’s compensation benefits, including obligations to any Person providing surety, insurance, letters of credit or other credit support so long as such cash does not secure any other obligation for any other purpose; (c) all property purchased with proceeds of the note issued pursuant to the Loan Agreement dated as of November 1, 1994 between the Company and the City of Hammond, Indiana; (d) all properties and assets of A. M. Castle & Co. (Canada), Inc., and any successor holder of such assets; (e) any leasehold interest in any real property leased by the Company or any Subsidiary the termination of which would not result in a Material Adverse Effect; (f) all shares of capital stock (or other similar equity or ownership interests) in a Person (other than the Company or any wholly-owned Subsidiary of the Company) where the assignment, transfer or hypothecation thereof, for collateral purposes, is prohibited or restricted by the terms and conditions of its constitutive (or similar formation related) documents, any agreements or arrangements with the holders of its capital stock, (or other similar equity or ownership interests) or any other similar agreements, and, as a result of any such assignment, transfer or hypothecation by any Obligor, such Obligor would be deprived of any material right or otherwise suffer any material adverse affect in respect of such capital stock, other interests or otherwise under such documents, agreements or arrangements; (g) all Property of a Person existing at the time such Person becomes a Subsidiary of the Company to the extent that any agreement or arrangement (the amount of all obligations which are created or evidenced by, or the subject of, such agreements or arrangements are herein referred to as “Future Negative Pledge Obligations”) to which such Person is a party or by which such Person is bound prohibits or restricts Liens on such Property so long as such agreement or arrangement was not entered into in contemplation of such Person becoming a Subsidiary and the existence of the Lien of the Collateral Agent would result in such Subsidiary being deprived of any material right or otherwise suffering any material adverse effect with respect to such Property or otherwise under any such agreement or arrangement so long as the aggregate amount of all Future Negative Pledge Obligations and the aggregate amount of obligations secured by Future Acquired Liens does not exceed 10% of Adjusted Consolidated Net Worth (as such term is defined in the Bank Credit Agreement as in effect on the date hereof); (h) all stock issued by any Foreign Subsidiary; (i) all assets of any Foreign Subsidiary; and (j) all general intangibles to the extent that the grant of a security interest therein is prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property, except to the extent that the term in such contract, license, agreement, instrument or other document providing for such prohibition, breach, default or

6

termination or requiring such consent is ineffective under Sections 9-406, 9-407 or 9-408 of the Illinois UCC or other applicable law.

     Excluded Insurance Proceeds. Shall mean any proceeds of insurance directly relating to a claim for, or a loss arising from (a) business interruption insurance so long as all such proceeds are used by the Obligors to maintain the business operations whose interruption was the subject of the claim giving rise to such proceeds and (b) the damage, destruction or loss of inventory so long as such proceeds are used by the Obligors for working capital or to replace the inventory whose damage, destruction or loss was the subject of the claim giving use to such proceeds.

     Existing First Priority Liens. Shall mean Liens securing obligations existing on the date of this Agreement as such liens and obligations are disclosed in the lender’s title insurance policies described on Schedule 1.1 to this Agreement and the additional Liens disclosed on Schedule 1.1.

     Foreign Subsidiary. As defined in the Bank Credit Agreement (as in effect on the date hereof).

     Future Acquired Liens. Shall mean Liens on Property of a Person which shall have become a Subsidiary after the date of this Agreement so long as (a) each such Lien existed on the date such Person became a Subsidiary and such Lien was not created in contemplation of such Person becoming a Subsidiary and (b) the aggregate amount of obligations secured by all such Liens, together with the aggregate amount of all Future Negative Pledge Obligations, does not exceed 10% of Adjusted Consolidated Net Worth (as such term is defined in the Bank Credit Agreement as in effect on the date hereof).

     Future Negative Pledge Obligations. See definition of “Excluded Collateral” in this Section 1.1.

     Guaranties. See definition of “Guarantors” in this Section 1.1.

     Guarantors. Shall mean each of Datamet, Inc., an Illinois corporation, Keystone Tube Company, LLC, a Delaware limited liability company, Total Plastics, Inc., a Michigan corporation, Paramont Machine Company, LLC, a Delaware limited liability company, Advanced Fabricating Technology, LLC, a Delaware limited liability company, Oliver Steel Plate Co., a Delaware corporation, Metal Mart, LLC, a Delaware limited liability company, Transtar Intermediate Holdings #2, Inc., a Delaware corporation, Transtar Metals Holdings, Inc., a Delaware corporation, Transtar Inventory Corp., a Delaware corporation, Transtar Metals Corp., a Delaware corporation and Transtar Marine Corp., a Delaware corporation, and any other party that may from time to time hereafter execute and deliver a guaranty for the benefit of any one or more of the Secured Parties guarantying the Secured Obligations (collectively, the “Guaranties”).

     Insured. See Section 12.1(a)(i).

     Investment Grade. Shall mean in respect of any obligation that such obligation (i) has a rating of Baa3 or better by Moody’s Investor Service or a rating BBB-or better by Standard &

7

Poor’s; or (ii) in the judgment of the Majority Secured Parties has a credit quality equal to or better than one which would be afforded either of the ratings described in clause (i) of this definition.

     Joinder Agreement. Attached as Exhibit A hereto.

     Lien. Shall mean any mortgage, security deed, deed of trust, pledge, lien, security interest or other encumbrance, whether now existing or hereafter created, acquired or arising, and whether voluntary or involuntary, to secure payment of a debt or performance of an obligation.

     Loan Documents. Shall mean the Credit Documents (other than the Security Documents).

     Majority Secured Parties. Shall mean a group of holders of Secured Obligations which includes each of (a) holders of at least 51% of the Note Principal Obligations (exclusive of any Yield-Maintenance Amount), (b) the holders of at least 51% in principal amount of the Bank Credit Agreement Debt (exclusive of Bank Credit Agreement Swap Obligations and Bank Credit Agreement Treasury Management Obligations), (c) the holders of at least 51% in principal amount of the Trade Agreement Debt and (d) the holders of at least 51% in principal amount of Additional Future Debt, if any.

     Material Adverse Effect. Shall mean a material adverse effect on (a) the business, assets, properties, profits, prospects, operations or condition, financial or otherwise, of the Company and its Subsidiaries, on a consolidated basis or (b) the ability of the Company to perform its obligations under any of the Credit Documents, or (c) the ability of any of the holders of the Secured Obligations to enforce the Company’s obligations under any of the Credit Documents.

     Material Provisions. Shall mean, in respect of any Security Documents, any provision which describes the nature of the Secured Obligations secured thereby or establishes that all Secured Obligations are pari passu with respect to the Lien created by such Security Document.

     Mortgage. Shall mean any mortgage or deed of trust, whether now existing or hereafter created, encumbering any of the Mortgaged Property.

     Mortgaged Property. Shall mean any Significant Real Estate Interest, now owned or hereafter acquired, of the Company or any of the Guarantors with respect to which at the time of reference a mortgage or deed of trust has been granted or has purportedly been granted to the Collateral Agent to secure the Secured Obligations and which has not been released pursuant to the terms hereof.

     Mortgagor. Shall mean the Company or any of the Guarantors who has granted to the Collateral Agent for the benefit of the Secured Parties a Mortgage on any Mortgaged Property.

     Net Proceeds. Shall mean, with respect to any Taking, damage, destruction or loss of Collateral or any Asset Disposition (each, a “Payment Event”), the cash payments (including any cash received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) received by one or more Obligors or

8

the Collateral Agent as a result of such Payment Event, in each case, net of (a) any bona fide direct out of pocket costs and expenses incurred in connection with such Payment Event, (b) payments made by any such Obligor to retire or repay indebtedness (other than the Secured Obligations) where payment of such indebtedness is secured by Permitted First Priority Liens on the Property which is the subject of such Payment Event and such indebtedness shall have become due or payable as a result of such Payment Event, (c) so long as no Default or Event of Default shall have occurred and be continuing, amounts required to be paid to any Person (other than the Company of any wholly-owned Subsidiary of the Company) owning a beneficial interest in any Property which is the subject of such Payment Event and (d) so long as no Default or Event of Default shall have occurred and be continuing, income taxes reasonably estimated to be actually payable within two years of the date of the applicable Payment Event as a result of any gain recognized in connection therewith.

     Northern. As defined in the introductory paragraph hereto.

     Note Agreement. As defined in the Preamble hereto.

     Note Debt. Shall mean all indebtedness, obligations and liabilities of any of the Company and the Guarantors to or for the benefit of any Noteholder arising or incurred under the Note Agreement (including, without limitation, Yield-Maintenance Amounts), the Notes or the Guaranties related thereto, existing on the date of this Agreement or arising hereafter, direct or indirect, joint or several, absolute or contingent, matured or unmatured, arising by contract, operation of law or otherwise, including, but not limited to, Post-Petition Interest. Notwithstanding the foregoing, Note Debt shall not include Note Principal Obligations to the extent that such Note Principal Obligations exceed $75,000,000 plus the principal amount of any Additional Future Debt incurred under the Note Documents.

     Note Documents. Shall mean the Notes and the Note Agreement.

     Noteholders. As defined in the introductory paragraph hereto, together with their respective successors and assigns.

     Note Principal Obligations. Shall mean at the time of reference thereto, the principal amount then outstanding under the Notes or any instruments or agreements issued or entered into in compliance with the terms of this Agreement and the Credit Documents.

     Notes. Shall mean the Notes issued to the Noteholders pursuant to the Note Agreement, together with any promissory notes or other evidences of indebtedness issued in exchange for, replacement of or substitution for any Notes under the Note Agreement.

     Notice of Actionable Default. A notice by (i) the Requisite Parties delivered to the Collateral Agent, stating that an Actionable Default has occurred and is continuing or (ii) the Special Requisite Parties delivered to the Collateral Agent stating that an Actionable Payment Default has occurred and is continuing.

     Obligors. Shall mean collectively, the Company and each of the Guarantors.

9

     Offered Repayment. Shall mean a written offer made by any of the Obligors to each of the holders of Secured Obligations to use the Net Proceeds in respect of any Taking under Section 10, or damage, destruction or loss under Section 11, or Asset Disposition under Section 12 to ratably prepay (based on the aggregate unpaid principal amount (including contingent reimbursement obligations)) the Secured Obligations outstanding at the time of any such Offered Repayment, any accrued and unpaid interest thereon and, in the case of any Asset Disposition as contemplated by Section 12, Yield-Maintenance Amount and other prepayment or breakage fees) in an aggregate amount equal to such Net Proceeds as the case may be; in each case, such Offered Repayment shall be net of all reasonable costs incurred by the Collateral Agent in connection with the obtaining or collecting of such proceeds, including, without limitation, reasonable attorney’s fees.

     Payment Default. See Section 1.1 (in the definition of Actionable Payment Default).

     Perfection Certificate. Shall mean the fully completed Perfection Certificate substantially in the form of Exhibit B hereto delivered to the Collateral Agent by the Company on the date hereof.

     Permitted First Priority Lien. Shall mean (a) Existing First Priority Liens (b) Future Acquired Liens and (c) the Liens described in (and permitted by) each of (i) clause (a), clause (b) and clause (h) of Section 6D. of the Note Agreement (as in effect on the date hereof), (ii) clause (a), clause (b) and clause (h) of Section 7.04 of the Bank Credit Agreement (as in effect on the date hereof) as incorporated by reference pursuant to Section 6.3 of the Trade Agreement (as in effect on the date hereof), (iii) clause (a), clause (b) and clause (h) of Section 7.04 of the Bank Credit Agreement (as in effect on the date hereof) and (iv) similar clauses in any Additional Future Debt Documents.

     Permitted Investments. Shall mean

               (a) investments in certificates of deposit (and equivalent investments, including, without limitation, overnight federal reserve fund deposits) issued by any bank, trust company or national association that is acting as Collateral Agent hereunder and having a maturity of 365 days or less;

               (b) investments in commercial paper rated on the date of acquisition thereof “A-1”(or higher) by Standard & Poor’s or “P-1” (or higher) by Moody’s (or any future comparable ratings issued by Standard & Poor’s or Moody’s), provided that such obligations mature within 270 days of the date of acquisition thereof;

               (c) investments in obligations of the United States of America, provided that such obligations mature within 365 days of the date of acquisition thereof;

               (d) investments in “money market” funds limited to obligations of the type defined in clauses (a), (b) and (c) above.

     Person. Shall mean any individual, corporation, partnership, limited liability company, trust, unincorporated association, business or other legal entity, and any government or any governmental agency or political subdivision thereof.

10

     Post-Petition Interest. Shall mean any interest or entitlement to fees or expenses or other charges that accrues after the occurrence of any Bankruptcy Event, whether or not allowed or allowable in any such proceeding with respect to such Bankruptcy Event.

     Principal Obligations. Shall mean Note Principal Obligations in an amount not to exceed $75,000,000, the outstanding principal amount of Bank Credit Agreement Debt (exclusive of Bank Credit Agreement Swap Obligations and Bank Credit Agreement Treasury Management Obligations) in an amount not to exceed $220,000,000 and the outstanding principal amount of Trade Agreement Debt in an amount not to exceed $10,000,000, and the outstanding principal amount of all Additional Future Debt.

     Property. Shall mean, unless otherwise specifically limited, real or personal property of any kind, tangible or intangible, choate or inchoate.

     Pro Rata. Shall mean as to any Secured Party, as of any date of determination thereof, the percentage which such Secured Party’s outstanding Principal Obligations represent of the total outstanding Principal Obligations (excluding for purposes of this calculation any Yield-Maintenance Amount, Bank Credit Agreement Swap Obligations and Bank Credit Agreement Treasury Management Obligations).

     Real Estate Facility. Shall mean any real property owned by any Obligor, including any land, buildings and other improvements thereon.

     Related Parties. Shall mean, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates.

     Requisite Parties. Shall mean as of any date the holders of at least 51% in aggregate outstanding principal amount of all Bank Credit Agreement Debt (exclusive of Bank Credit Agreement Swap Obligations and Bank Credit Agreement Treasury Management Obligations), Note Debt (exclusive of any Yield-Maintenance Amount), Trade Agreement Debt and Additional Future Debt on such date.

     Responsible Officer. Shall mean with respect to the Collateral Agent, an officer in its Agency Management Services Department (or similar department) of the Collateral Agent Bank.

     Secured Obligations. Shall mean collectively, (a) the Note Debt, (b) the Bank Credit Agreement Debt, (c) the Trade Agreement Debt, (d) any Additional Future Debt and (e) all indebtedness, obligations and liability of the Company or any Guarantor to the Collateral Agent under any Security Document.

     Secured Parties. Shall mean the U.S. Agent for the ratable benefit of the Bank Credit Agreement U.S. Lenders and each of the holders of Note Debt, Bank Credit Agreement Debt, Trade Debt and Additional Future Debt.

     Security Document Amendments. Shall mean each of the documents listed on Exhibit C hereto.

11

     Security Documents. Shall mean any and all instruments or agreements pursuant to which a Lien is created or arises in favor of the Collateral Agent or any other Secured Party to secure any of the Secured Obligations.

     Senior Officer. Means the chief executive officer, chief financial officer, principal accounting officer, treasurer or controller of the Company.

     Significant Real Estate Interest. Shall mean each Real Estate Facility (other than any Excluded Collateral).

     Significant Subsidiary. As defined in the Bank Credit Agreement.

     Special Cash Collateral Account. See Section 4.1(c).

     Special Requisite Parties. Shall mean as of any date the holders of at least 25% in aggregate outstanding principal amount of all Bank Credit Agreement Debt (exclusive of Bank Credit Agreement Swap Obligations and Bank Credit Agreement Treasury Management Obligations), Note Debt (exclusive of any Yield-Maintenance Amount), Trade Agreement Debt and Additional Future Debt on such date.

     Stock Pledge Agreement. Shall mean one or more instruments or agreements executed and delivered to the Collateral Agent in connection with the execution and delivery of this Agreement which purports to pledge and grant a security interest to the Collateral Agent in shares of capital stock or other equity interest of any Subsidiary or other Person that are certificated or otherwise physically evidenced.

     Subsidiary. As defined in the Bank Credit Agreement (as in effect on the date hereof).

     Supermajority Secured Parties. Shall mean as of any date the holders of at least 66-2/3% in aggregate outstanding principal amount of all Bank Credit Agreement Debt (exclusive of Bank Credit Agreement Swap Obligations and Bank Credit Agreement Treasury Management Obligations), Note Debt (exclusive of any Yield-Maintenance Amount), Trade Agreement Debt and Additional Future Debt on such date.

     Swap Contract. Shall mean (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with

12

any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

     Taking. See Section 10.1.

     Trade Agreement. As defined in the Preamble hereto.

     Trade Agreement Debt. Shall mean all indebtedness, obligations and liabilities of any of the Company and Guarantors to or for the benefit of Northern arising or incurred under the Trade Agreement (including any prepayment premium) or the Guaranties related thereto, existing on the date of this Agreement or arising hereafter, direct or indirect, joint or several, absolute or contingent, matured or unmatured, arising by contract, operation of law or otherwise including, but not limited to, Post-Petition Interest. Notwithstanding the foregoing, Trade Agreement Debt shall not include any obligations for the payment of principal in excess of $10,000,000 (plus the amount of any applicable fees and costs payable to Northern under the Trade Agreement) plus the amount of any Additional Future Debt incurred under the Trade Agreement.

     Transfer. Shall mean any sale or other disposition of assets (including, without limitation, stock of Subsidiaries) constituting Collateral in accordance with the terms of the Note Documents, the Trade Agreement, the Bank Credit Agreement or any Additional Future Debt Documents.

     Undrawn LC Exposure. Shall mean the aggregate undrawn face amount of the outstanding Bank Credit Agreement Letters of Credit.

     U.S. Agent. Shall mean Bank of America in its capacity as U.S. Agent for the ratable benefit of the Bank Credit Agreement U.S. Lenders under the Bank Credit Agreement and its successors and assigns.

     Yield-Maintenance Amount. Shall mean with respect to the Note Agreement and the Note Debt owed thereunder, the “Yield-Maintenance Amount” as defined in the Note Agreement on the date hereof.

          1.2 Terms Generally. The definitions in Section 1.1 shall apply (except as otherwise specified) 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 “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. All references herein to Sections shall be deemed references to Sections of this Agreement unless the context shall otherwise require.

     2. RECOURSE OF SECURED PARTIES; OTHER COLLATERAL; ACTION BY SECURED PARTIES.

          2.1 Recourse of Secured Parties; Other Collateral.

               (a) Each of the Secured Parties acknowledges and agrees that (i) it shall only have recourse to the Collateral through the Collateral Agent and that it shall have no

13

independent recourse to the Collateral and (ii) the Collateral Agent shall have no obligation to, and shall not (except as otherwise specifically provided herein) take, any action hereunder or under any Security Document to which it is a party, except upon instructions from the Requisite Parties or the Special Requisite Parties, as the case may be, in accordance with Section 2.2 hereof.

               (b) Nothing contained herein shall restrict (i) the rights of any Secured Party (other than the Collateral Agent) to pursue remedies, by proceedings in law and equity, to collect any of the Secured Obligations or to enforce the performance of and provisions of any of the Secured Obligations, to the extent in either case that such remedies do not relate to the Collateral or interfere with the Collateral Agent’s ability to take action hereunder or under any Security Document or (ii) the rights of any Secured Party (other than the Collateral Agent) to initiate an action or actions in any bankruptcy, reorganization, compromise, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar proceeding in its individual capacity and to appear or be heard on any matter before the bankruptcy or other applicable court in any such proceeding, including, without limitation, with respect to any question concerning the post-petition usage of Collateral and post-petition financing arrangements.

               (c) Neither the Collateral Agent nor any other Secured Party shall contest the validity, perfection, priority or enforceability of or seek to avoid any Lien securing any Secured Obligation, and each party hereby agrees to cooperate in the defense of any action contesting the validity, perfection, priority or enforceability of such Liens. Except as expressly provided in this Agreement with respect to distributions of Collateral or proceeds by the Collateral Agent to the Secured Parties, no Secured Party shall have the right to obtain any of the Collateral for its sole account or the benefit for its sole account of any Lien securing any of the Secured Obligations. No Secured Party may seek, and each Secured Party hereby waives, any right to require any of the Collateral to be partitioned.

          2.2 Action by Secured Parties.

               (a) Any request, demand, authorization, direction, notice, consent, waiver or other action permitted or required by this Agreement to be given or taken by the Requisite Parties, the Special Requisite Parties or the Majority Secured Parties, as the case may be, shall be embodied in and evidenced by one or more instruments and signed by or on behalf of such Requisite Parties, such Special Requisite Parties or such Majority Secured Parties, as the case may be, and, except as otherwise expressly provided in any such instrument to be effective at a later date, any such action shall become effective when such instrument or instruments shall have been received by the Collateral Agent. The instrument or instruments evidencing any action (and the action embodied therein and evidenced thereby) are sometimes referred to herein as an “Action” of the Persons signing such instrument or instruments. U.S. Agent shall for all purposes of this Agreement act as agent for Bank Credit Agreement U.S. Lenders as provided in the Bank Credit Agreement and shall have the exclusive right to make or give any request, demand, authorization, direction, notice, consent, waiver or other action required or permitted by this Agreement on behalf of the Bank Credit Agreement U.S. Lenders as holders of the Bank Credit Agreement Debt in accordance with Section 9.11(i)(iv) of the Bank Credit Agreement.

14

               (b) The Collateral Agent shall be entitled to rely absolutely upon an Action of the Requisite Parties, the Special Requisite Parties or the Majority Secured Parties, as the case may be, if such Action purports to be taken by or on behalf of such Requisite Parties, such Special Requisite Parties or such Majority Secured Parties, as the case may be, and nothing in this Section 2.2 or elsewhere in this Agreement shall be construed to require the Collateral Agent to demonstrate that such Requisite Parties, such Special Requisite Parties or such Majority Secured Parties, as the case may be, have been authorized by the Bank Credit Agreement U.S. Lenders, the U.S. Agent, the Noteholders, Northern and/or the holders of Additional Future Debt, as applicable, to take any action which they purport to be taking, the Collateral Agent being entitled to rely conclusively, and being fully protected in so relying, on any Action of the Bank Credit Agreement U.S. Lenders, the U.S. Agent, the Noteholders, Northern, and/or the holders of Additional Future Debt, as the case may be.

     3. DUTIES OF COLLATERAL AGENT.

          3.1 Notices to the Secured Parties. The Collateral Agent shall use commercially reasonable efforts to, within five (5) Business Days following receipt thereof, furnish to each of the Noteholders, Northern, U.S. Agent and the holders of Additional Future Debt:

               (a) a copy of each Notice of Actionable Default, Demand Notice or Enforcement Notice received by the Collateral Agent;

               (b) a copy of each certificate received by the Collateral Agent rescinding or withdrawing a Notice of Actionable Default, Demand Notice or Enforcement Notice;

               (c) written notice of any release or subordination of rights by the Collateral Agent of any Collateral; and

               (d) a copy of any notice or other communication given or received by the Collateral Agent under any Security Document.

     The Collateral Agent shall not be required to furnish any of the foregoing of the items to any Person to the extent the specific terms of this Agreement require another party to this Agreement to furnish such item to such Person.

     Any Notice of Actionable Default, Demand Notice or Enforcement Notice shall be deemed to have been given when actually received by a Responsible Officer of the Collateral Agent and, subject to Section 4.5(c), to have been rescinded or withdrawn when a Responsible Officer of the Collateral Agent has actually received from the notifying party a notice rescinding or withdrawing such Notice of Actionable Default, Demand Notice or Enforcement Notice. Any Notice of Actionable Default, Demand Notice or Enforcement Notice shall be deemed to be outstanding at all times after such notice has been given until such time, if any, as such notice has been rescinded or withdrawn.

15

          3.2 Actions Under Security Documents.

               (a) The Collateral Agent shall not be obligated to take any action under this Agreement or any of the Security Documents except for the performance of such duties as are specifically set forth herein or therein. The Collateral Agent shall take any action under or with respect to the Security Documents or the Collateral which is requested by the Requisite Parties or the Special Requisite Parties, as the case may be, pursuant to Section 4.5; provided that the Collateral Agent shall not amend or waive any provision of the Security Documents except in accordance with Section 7.

               (b) The Collateral Agent shall exercise or refrain from exercising all such rights, powers and remedies as shall be available to it under the Security Documents to which it is a party or any of them or with respect to the Collateral solely in accordance with an Enforcement Notice received from the Requisite Parties or the Special Requisite Parties, as the case may be, in accordance with Section 4.5. The Collateral Agent shall have the right to decline to follow any such direction if (i) the Collateral Agent, being advised by counsel and acting in good faith, determines that the directed action is not permitted by the terms of this Agreement or the Security Documents or is unlawful or (ii) the Collateral Agent, being advised by counsel and acting in good faith, is in reasonable doubt as to whether such directed action is permitted by this Agreement or the Security Documents or would involve it in personal liability unless the Collateral Agent shall be provided written confirmation from the Requisite Parties or the Special Requisite Parties, as the case may be, providing the Enforcement Notice that the Collateral Agent’s indemnity by the other Secured Parties contained in this Agreement would apply without exception for such directed action (absent gross negligence and willful misconduct of the Collateral Agent). All directions from the Requisite Parties or the Special Requisite Parties, as the case may be, shall be as contemplated and permitted by this Agreement and the applicable Security Document. The Collateral Agent may rely on any such direction given to it by the Requisite Parties or the Special Requisite Parties, as the case may be, and shall be fully protected, and shall under no circumstances (absent the gross negligence and willful misconduct of the Collateral Agent) be liable to the Company, any Guarantor, any holder of any Secured Obligations, or any other Person for taking or refraining from taking action in accordance with such direction and the otherwise applicable terms of this Agreement.

               (c) In the absence of an Enforcement Notice (which may relate to the exercise of specific remedies or to the exercise of remedies in general) from the Requisite Parties or the Special Requisite Parties, as the case may be, the Collateral Agent shall not, without the consent of the Requisite Parties or the Special Requisite Parties, as the case may be, exercise remedies available to it under any Security Documents or with respect to the Collateral or any part thereof.

          3.3 Status of Moneys Received. All moneys received by the Collateral Agent pursuant to this Agreement shall be held in trust for the purposes for which they were paid, and shall be segregated from any other moneys held by the Collateral Agent, and may be deposited by the Collateral Agent under such general conditions as may be prescribed by law in the general banking department of the Collateral Agent, and the Collateral Agent shall not be liable for any interest thereon.

16

          4. CERTAIN INTERCREDITOR ARRANGEMENTS.

               4.1 General Rule: Pari Passu Rights Against Collateral.

                    (a) General Rule. All amounts owing with respect to the Secured Obligations shall be secured by the Collateral, without distinction as to whether some Secured Obligations are then due and payable and other Secured Obligations are not then due and payable, all in accordance with the priorities established in this Section 4.

                    (b) Application of Collateral Proceeds Generally. Except as specifically provided in Section 10, Section 11 and Section 12, if the Collateral Agent receives any cash amounts as payments under any Security Documents or as proceeds of or otherwise constituting the Collateral (which amounts, under the terms of any of the Security Documents, are to be applied to any of the Secured Obligations), including, without limitation, any amounts received pursuant to Section 4.6 and Section 4.7, any net proceeds received by the Collateral Agent in connection with any sale, exchange or other disposition (a “Disposition”) of Collateral and, if applicable, any sum received by the Collateral Agent pursuant to Section 507(b) of the Bankruptcy Code in any bankruptcy case in which the Company or a Guarantor is a debtor, such cash amounts shall be applied (subject to Section 4.2 and Section 5.4(b) hereof as follows):

     (i) first, to the payment of any unpaid fees or other amounts expressly owing under this Agreement to the Collateral Agent pursuant to Section 5.9 or Section 5.10;

     (ii) second, equally and ratably to reimburse the Secured Parties for any amounts paid by the Secured Parties pursuant to Section 5.10;

     (iii) third, pro rata to all accrued and unpaid interest on Bank Credit Agreement Debt, Note Debt, Trade Agreement Debt, Additional Future Debt in proportion to the respective amounts thereof owing to each Secured Party on the date of such distribution;

     (iv) fourth, pro rata to all outstanding principal amounts of Bank Credit Agreement Debt, Note Debt (other than Yield-Maintenance Amounts, Bank Credit Agreement Swap Obligations and Bank Credit Agreement Treasury Management Obligations), Trade Agreement Debt, Additional Future Debt in proportion to the respective amounts thereof owing to each Secured Party on the date of distribution;

     (v) fifth, pro rata, to all other Secured Obligations (including, without limitation, Yield-Maintenance Amounts, Bank Credit Agreement Swap Obligations and Bank Credit Agreement Treasury Management Obligations and fees payable under the Credit Documents), if any, then remaining unpaid, in proportion to the respective amounts owed to each Secured Party; and

17

     (vi) sixth, after indefeasible payment in full of and provision for all Secured Obligations, to the Company or to whomever else the Collateral Agent may be required to pay by applicable law.

                    (c) Special Deposit Provisions. Any payment pursuant to clause (iii) or clause (iv) of Section 4.1(b) with respect to Undrawn LC Exposure shall be paid to (or retained by) the Collateral Agent for deposit in an account (the “Special Cash Collateral Account”) to be held as Collateral for the Secured Obligations and to be applied as provided in this Section 4.1(c).

     (i) Distributions of Cash Collateral. On each date after the creation of the Special Cash Collateral Account on which a reduction in Undrawn LC Exposure occurs by reason of a drawing under any Bank Credit Agreement Letter of Credit as certified to the Collateral Agent by U.S. Agent, the Collateral Agent shall distribute from the Special Cash Collateral Account an amount (a “Distribution Amount”) equal to the lesser of (1) the balance held by the Collateral Agent in the Special Cash Collateral Account and (2) all or a portion of the amount of such draw, as certified to the Collateral Agent by U.S. Agent, which would have been received by U.S. Agent, prior to such time had such draw been made immediately prior to the first distribution made under Section 4.1(b) and the Secured Obligation resulting from such draw represented a separate non-contingent Secured Obligation. The Distribution Amount shall be distributed to pay any outstanding non-contingent amount of non-contingent Bank Credit Agreement Debt representing an increase in the amount of Bank Credit Agreement Debt on account of such draw. At such times as the Undrawn LC Exposure is reduced to zero, any amount remaining in the Special Cash Collateral Account, after the payment of all prior Distribution Amounts, shall be distributed as provided in clauses (iii), (iv), (v) and (vi) of Section 4.1(b). U.S. Agent shall provide copies of each certificate delivered to the Collateral Agent under this Section 4.1(c) to the Company and each of the other Secured Parties when such certificate is delivered to the Collateral Agent.

     (ii) Investment of Special Cash Collateral Account. All amounts in the Special Cash Collateral Account shall be invested by the Collateral Agent in Permitted Investments, as directed in writing by the Company and all income on such Permitted Investments shall be retained in the Special Cash Collateral Account until all Bank Credit Agreement Debt is paid in full and thereafter shall be distributed as provided in Section 4.1(b).

               4.2 Non-Cash Distributions or Proceeds. If the Collateral Agent receives any non-cash distributions or proceeds in respect of the Collateral, then, unless the Requisite Parties instruct the Collateral Agent to the contrary, the Collateral Agent shall hold such non-cash distributions and proceeds as Collateral upon the terms of this Agreement and the Security Documents until converted to cash and thereupon applied or disbursed in accordance with this

18

Section 4; provided, however, that, if any non-cash distribution is received by the Collateral Agent and is to be applied in satisfaction of any Secured Obligation by operation of a plan of reorganization under Chapter 11 of the federal Bankruptcy Code or otherwise as required by applicable law, the Requisite Parties may, instead of awaiting the conversion of such non-cash distribution to cash, direct the Collateral Agent to distribute such non-cash distribution as provided in Section 4.1(b), except in respect of a distribution under Section 4.1(b)(i).

               4.3 Additional Collateral. Each of U.S. Agent, each Noteholder, Northern and each holder of Additional Future Debt hereby covenants and agrees that it will not take, hold or suffer to exist any security interest in or Lien on any assets as security for any of the Secured Obligations unless such security interest or Lien is granted in favor of, or otherwise made available to, the Collateral Agent for the benefit of U.S. Agent, the Noteholders, Northern and the holders of Additional Future Debt as contemplated by this Agreement.

               4.4 Certain Notices.

                    (a) Each of U.S. Agent, each Noteholder, Northern and each holder of Additional Future Debt hereby agrees to give written notice to the Collateral Agent of any demand for payment in full of the Secured Obligations owing to the demanding party, whether by acceleration of such obligations or otherwise (a “Demand Notice”). Any Requisite Parties or Special Requisite Parties, as the case may be, giving a Notice of Actionable Default or Enforcement Notice to the Collateral Agent shall contemporaneously give a copy thereof to each of the other Secured Parties.

                    (b) Neither U.S. Agent, any Noteholder, Northern nor any holder of Additional Future Debt shall incur liability of any kind should it, upon the occurrence of any Event of Default, refrain from accelerating maturity or otherwise demanding payment in full of any Secured Obligations owing to it, or should it refrain from exercising any of its rights and remedies against the Company, any Guarantor or any other obligor in respect of the Secured Obligations.

               4.5 Enforcement.

                    (a) The Collateral Agent shall (subject to the provisions of Section 3.2 and Section 5) take any such actions in the exercise of rights and remedies under the Security Documents as are directed in an Enforcement Notice given by the Requisite Parties or Special Requisite Parties, as the case may be, at any time more than five (5) Business Days after a Notice of Actionable Default shall have been given to a Responsible Officer of the Collateral Agent with respect to the Event of Default that is the basis (or one of the bases) of the Enforcement Notice. In the event the Collateral Agent shall have received conflicting directions from the Special Requisite Parties and the Requisite Parties, it shall follow the directions of the Requisite Parties, except to the extent that such direction of the Requisite Parties would have the effect of rescinding or nullifying any Enforcement Notice given by Special Requisite Parties, in which case the Collateral Agent shall follow the directions of the Special Requisite Parties set forth in such Enforcement Notice. In the event the Collateral Agent shall receive conflicting directions as set forth in two or more Enforcement Notices delivered by any one or more holders of Secured Obligations, each of which constitutes Special Requisite Parties, it shall either

19

(i) follow the directions of the Requisite Parties or (ii) if no such directions shall have been given by the Requisite Parties within thirty (30) Business Days from the most recent directions so received from a group of holders constituting Special Requisite Parties submit such matter to a court of competent jurisdiction to establish the proper course of action it shall be required to take. It is acknowledged that the Collateral Agent shall have no obligation to take any action (including, without limitation, submitting such matter to court) unless it has received security or indemnity as contemplated by Section 5.9(a).

                    (b) Each of U.S. Agent, each Noteholder, Northern and each holder of Additional Future Debt agrees that it will promptly, and in any event within five (5) Business Days after the request by one of the others (which request may be made telephonically), advise the requesting party (telephonically, confirmed in writing) as to the outstanding amount of Bank Credit Agreement Debt, Note Debt, Trade Agreement Debt or Additional Future Debt owed to it. Any party may rely on such information (or other means available to it) to determine whether the Requisite Parties or the Special Requisite Parties, as the case may be, have acted with respect to any action or proposed action.

                    (c) Any Enforcement Notice, when issued, may be rescinded or withdrawn with the consent of the Requisite Parties or Special Requisite Parties, whichever shall have given such Enforcement Notice         .

               4.6 Turnover of Collateral. If any Secured Party acquires custody, control or possession of any payment constituting any Collateral (including proceeds therefrom), other than pursuant to the terms of Section 4.1(b), Section 4.1(c) or Section 4.2 hereof, such Secured Party shall promptly cause such payment or Collateral to be delivered to or put in the custody, possession or control of the Collateral Agent or, if the Collateral Agent shall so designate, an agent of the Collateral Agent (which agent may be a branch or affiliate of the Collateral Agent) in the same form of payment received, with appropriate endorsements, for distribution in accordance with the provisions of Section 4.1 or Section 4.2, as applicable. Until such time as the provisions of the immediately preceding sentence have been complied with, such Secured Party shall be deemed to hold such Collateral in trust for the Collateral Agent. Notwithstanding the foregoing, neither U.S. Agent, any Noteholder, Northern nor any holder of Additional Future Debt shall be required to deliver to the Collateral Agent or such agent of the Collateral Agent, any amounts received by U.S. Agent, such Noteholder, Northern or such holder of Additional Future Debt prior to receipt by the Collateral Agent of a Notice of Actionable Default to the extent that such amounts constitute (a) payments of principal on Bank Credit Agreement Debt, the Note Debt, the Trade Agreement Debt or Additional Future Debt required to be made pursuant to the Loan Documents and due and paid prior to such date, or (b) regular payments of interest, Yield-Maintenance Amounts, Bank Credit Agreement Swap Obligations, Bank Credit Agreement Treasury Management Obligations, fees and other charges on or in respect of Bank Credit Agreement Debt, the Note Debt, the Trade Agreement Debt or Additional Future Debt due and paid prior to such date.

               4.7 Payments From Enforcement Rights. Each of the Secured Parties agrees with each other Secured Party that (a) if any Secured Party exercises any right of setoff, banker’s lien or similar right with respect to any Collateral or any assets of the Company or any Guarantor, the amount set off shall be applied pro rata to the Secured Obligations in accordance

20

with Section 4.1(b) or Section 4.2, as the case may be, and (b) if such Secured Party shall receive from the Company or any Guarantor, whether by voluntary payment, exercise of the right of setoff, counterclaim, cross-action, enforcement of the claim in respect of the Secured Obligations owing to such Secured Party by proceedings against the Company at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, for application to the payment of the Secured Obligations owing to such Secured Party any amount in excess of its ratable portion of the payments received by the other Secured Parties with respect to Bank Credit Agreement Debt, Note Debt, Trade Agreement Debt and Additional Future Debt (as the case may be) held by all of the Secured Parties as contemplated by Section 4.1(b) or Section 4.2, as the case may be, such Secured Party will make such disposition and arrangements with the other Secured Parties with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Secured Party receiving in respect of the Secured Obligations owing to it its proportionate payment as contemplated by Section 4.1(b) or Section 4.2, as the case may be; provided that if all or any part of such excess payment is thereafter recovered from such Secured Party, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

               4.8 Waivers and Amendments of Credit Documents. Each of the Noteholders, Northern, U.S. Agent and each holder of Additional Future Debt agrees that, without the written consent of the Majority Secured Parties, it shall not modify or amend any provisions of or give any waiver with respect to the Credit Documents to which such party hereto is a signatory, if the effect of such modification or amendment or waiver is (i) to increase the Principal Obligations of the Note Debt, Trade Agreement Debt, Bank Credit Agreement Debt or the then outstanding Additional Future Debt (unless such increase in Note Debt, Trade Agreement Debt, Bank Credit Agreement Debt or Additional Future Debt constitutes Additional Future Debt, in which case no such consent shall be required), or (ii) to amend or modify any term defined therein which is incorporated by reference into this Agreement, or is specifically referred to in this Agreement in such a way as to alter its meaning in this Agreement, or (iii) to provide for loans to be made or letters of credit to be issued (other than by extension or renewal) after the issuance of an Enforcement Notice, or (iv) to amend or modify any provision of any of the Security Documents or this Agreement except as provided therein or herein. Except as otherwise specified in the preceding sentence, the Noteholders, Northern, U.S. Agent and the holders of Additional Future Debt, without the consent of the other parties, shall be free to deal with the Company and the Guarantors in their respective sole discretion under and in respect of the provisions of the Loan Documents to which they are party, with the right and power without limitation to modify, amend or waive any terms or provisions of such Loan Documents, to grant extensions of the time of payment or performance, and to make compromises and settlements with the Company or any Guarantor.

               4.9 Sharing of Financial Information. The Company acknowledges and consents to any exchange of information by and among U.S. Agent, each Noteholder, Northern and each holder of Additional Future Debt, without regard to whether the impact of any such exchange is favorable or unfavorable to the Company and without regard to the accuracy or completeness of any information so exchanged.

21

               4.10 Agents. Except as specifically provided in this Agreement, and except for the role of the Collateral Agent as specified in this Agreement, Bank of America is not acting as agent for any other Secured Party (other than as U.S. Agent for Bank Credit Agreement U.S. Lenders pursuant to the Bank Credit Agreement), no Noteholder is acting as agent for any other Secured Party and Northern is not acting as agent for any other Secured Party; and nothing stated or implied in this Agreement shall be deemed to create such an agency relationship.

          5. CONCERNING THE COLLATERAL AGENT.

               5.1 Appointment and Authority. Each of the Noteholders, Bank of America and Northern hereby irrevocably appoints Bank of America to act on its behalf as the Collateral Agent hereunder and under the Security Documents and authorizes the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Section 5 are solely for the benefit of the Collateral Agent, and the Secured Parties, and neither the Company nor any Guarantor shall have rights as a third party beneficiary of any of such provisions. Each of the Noteholders, U.S. Agent and Northern hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Secured Party and for purposes of acquiring, holding and enforcing any and all Liens on the Collateral to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent pursuant to Section 5.5 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 Agent), shall be entitled to the benefits of all provisions of this Section 5, as though such co-agents, sub-agents and attorneys-in-fact were the Collateral Agent under this Agreement) as if set forth in full herein with respect thereto.

               5.2 Rights as a Secured Party. The Person serving as the Collateral Agent hereunder shall have the same rights and powers in its capacity as a Secured Party as any other Secured Party and may exercise the same as though it were not the Collateral Agent and the term “Secured Party” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Collateral Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Company or any Subsidiary or other Affiliate thereof as if such Person were not the Collateral Agent hereunder and without any duty to account therefor to the Secured Parties.

               5.3 Exculpatory Provisions. The Collateral Agent shall not have any duties or obligations except those expressly set forth herein and in the Security Documents. Without limiting the generality of the foregoing, the Collateral Agent:

                    (a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing;

                    (b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby

22

or by the Security Documents that the Collateral Agent is required to exercise as directed in an Action of the Requisite Parties, the Special Requisite Parties or the Majority Secured Parties, as the case may be, provided that the Collateral Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Collateral Agent to liability or that is contrary to the Agreement or any Security Document or applicable law; and

                    (c) shall not, except as expressly set forth herein and in the Security Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Company or any of its Subsidiaries or Affiliates that is communicated to or obtained by the Person serving as the Collateral Agent or any of its Affiliates in any capacity.

     The Collateral Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Requisite Parties, the Special Requisite Parties or the Majority Secured Parties, as the case may be, or (ii) in the absence of its own gross negligence or willful misconduct. The Collateral Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until notice describing such Default or Event of Default is given to the Collateral Agent by the Company or a Secured Party.

     The Collateral Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any Security Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any Security Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Security Documents, (v) the value or the sufficiency of any Collateral, or (v) the satisfaction of any condition set forth herein, other than to confirm receipt of items expressly required to be delivered to the Collateral Agent.

     Whenever pursuant to the provisions hereof or of any Security Document it is required that any party hereto obtain the consent or approval of the Collateral Agent, or that any matter prove satisfactory to the Collateral Agent, or if the Collateral Agent, in its best judgment, needs clarification or instruction concerning its duties or obligations hereunder, the Collateral Agent, prior to giving any such consent or approval or indicating its satisfaction with any such matter, or performing such duty or obligation, shall (except where the failure to do so, in its good faith judgment, could imperil the Collateral or the Liens thereon) be required to consult with the Secured Parties in a manner deemed reasonable by the Collateral Agent, and the Collateral Agent shall be protected in following any direction of the Requisite Parties or Special Requisite Parties, as the case may be.

          5.4 Reliance by Collateral Agent.

               (a) The Collateral Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet

23

website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Collateral Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. The Collateral Agent may consult with legal counsel (who may be counsel for the Company), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

               (b) To the extent the Collateral Agent is required (pursuant to Section 4, 10, 11, 12, or otherwise) to determine any amount, or take any action to distribute any amount, of any Secured Obligation or other payments hereunder, it shall have no obligation to do so unless such amount shall have been certified in writing by the Requisite Parties or the Special Requisite Parties, as the case may be, as being the amount in question. Each of the other parties hereto agrees to certify such amounts upon request of the Collateral Agent. If any dispute or disagreement shall arise as to the allocation of any sum of money received by the Collateral Agent hereunder or under any Security Document, the Collateral Agent shall have the right to deliver such sum to a court of competent jurisdiction and therein commence an action for interpleader.

          5.5 Delegation of Duties. The Collateral Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any Security Document by or through any one or more sub-agents appointed by the Collateral Agent. The Collateral Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Section 5 shall apply to any such sub-agent and to the Related Parties of the Collateral Agent and any such sub-agent.

          5.6 Resignation of Collateral Agent. The Collateral Agent may at any time give notice of its resignation to the Secured Parties and the Company. Upon receipt of any such notice of resignation, the Supermajority Secured Parties shall have the right, in consultation with the Company (so long as no Default or Event of Default shall have occurred and be continuing), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Supermajority Secured Parties and shall have accepted such appointment within 30 days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may on behalf of the Secured Parties, appoint a successor Collateral Agent meeting the qualifications set forth above; provided that if the Collateral Agent shall notify the Company and the Secured Parties that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the Security Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Secured Parties under any of the Security Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the Collateral Agent shall instead be made by or to each Secured Party directly, until such time as the Majority Secured Parties appoint a successor Collateral Agent as provided for above in this Section. Upon the acceptance of a successor’s

24

appointment as Collateral Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Collateral Agent, and the retiring Collateral Agent shall be discharged from all of its duties and obligations hereunder or under the Security Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Company to a successor Collateral Agent shall be as agreed to between the Company and such successor. After the retiring Collateral Agent’s resignation hereunder and under the Security Documents, the provisions of this Section 5 shall continue in effect for the benefit of such retiring Collateral Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Collateral Agent was acting as Collateral Agent.

          5.7 Non-Reliance on Collateral Agent and Other Secured Parties. Each Secured Party acknowledges that it has, independently and without reliance upon the Collateral Agent or any other Secured Party or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Secured Party also acknowledges that it will, independently and without reliance upon the Collateral Agent or any other Secured Party or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any Security Document or any related agreement or any document furnished hereunder or thereunder.

          5.8 Collateral Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to the Company or any Guarantor, the Collateral Agent (irrespective of whether the principal of any Secured Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand on the Company or any Guarantor) shall be entitled and empowered, by intervention in such proceeding or otherwise:

               (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Secured Obligations and to file such other documents as may be necessary or advisable in order to have the claims of the Secured Parties and the Collateral Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Secured Parties and the Collateral Agent and their respective agents and counsel and all other amounts due the Secured Parties and the Collateral Agent under the Credit Documents and Section 5.9) allowed in such judicial proceeding; and

               (b) 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 Secured Party to make such payments to the Collateral Agent and, if the Collateral Agent shall consent to the making of such payments directly to the Secured Parties, to pay to the Collateral Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Collateral Agent and its agents and counsel, and any other amounts due the Collateral Agent under Section 5.9.

25

     Nothing contained herein shall be deemed to authorize the Collateral Agent to authorize or consent to or accept or adopt on behalf of any Secured Party any plan of reorganization, arrangement, adjustment or composition affecting the Secured Obligations or the rights of any Secured Party to authorize the Collateral Agent to vote in respect of the claim of any Secured Party or in any such proceeding.

          5.9 Expenses and Indemnification.

               (a) By countersigning this Agreement, the Company agrees (i) to reimburse the Collateral Agent, promptly, for any reasonable expenses incurred by the Collateral Agent, including reasonable counsel fees and disbursements and compensation of agents, arising out of, in any way connected with, or as a result of, the execution or delivery of this Agreement or any Security Document or any agreement or instrument contemplated hereby or thereby or the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or in connection with the enforcement or protection of the rights of the Collateral Agent and the Secured Parties hereunder or under the Security Documents, and (ii) to indemnify and hold harmless the Collateral Agent and its directors, officers, employees and agents, promptly, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, and reasonable costs, expenses or disbursements of any kind or nature whatsoever (“Losses”) which may be imposed on, incurred by or asserted against the Collateral Agent Bank in its capacity as the Collateral Agent or any of them in any way relating to or arising out of this Agreement or any Security Document or any action taken or omitted by them under this Agreement or any Security Document; provided that the Company shall not be liable to the Collateral Agent for any portion of such Losses resulting from the gross negligence or willful misconduct of the Collateral Agent or any of its directors, officers, employees or agents as determined by a final non-appealable order of a court of competent jurisdiction. A statement by the Collateral Agent that is submitted to the Company with respect to the amount of such expenses and containing a basic description thereof and/or the amount of its indemnification obligation shall be prima facie evidence of the amount thereof owing to the Collateral Agent or the Collateral Agent Bank, as the case may be; provided, however, that the Company shall nonetheless have the right to dispute any such amount and, to the extent provided in this Section 5.9, the reasonableness thereof if notice of any intended dispute is delivered to the Collateral Agent within 60 days after the Collateral Agent delivers the applicable statement to the Company. Except as otherwise expressly provided herein, the Collateral Agent shall be under no obligation to take any action to protect, preserve or enforce any rights or interests in the Collateral or to take any action in connection with the execution or enforcement of its duties hereunder, whether on its own motion or on request of any other Person, which in the opinion of the Collateral Agent may involve loss, liability or expense to it, unless one or more of the Secured Parties shall offer and furnish security or indemnity, reasonably satisfactory to the Collateral Agent in accordance herewith, against loss, liability and expense to the Collateral Agent. Notwithstanding anything to the contrary contained in this Agreement, or any Security Document or any other documents noted in Section 10 of this Agreement, in the event that the Collateral Agent is entitled or required to commence an action to foreclose on such Security Document or other document, or otherwise exercise its remedies to acquire control or possession of any property constituting all or part of the Collateral, the Collateral Agent shall not be required to commence any such action or exercise any such remedy if the Collateral Agent has determined in good faith that it may incur liability under any federal or state environmental or

26

hazardous waste law, rule or regulation as the result of the presence at, or release on or from, any property of any hazardous materials or waste, as defined under such federal or state laws, unless it has received security or indemnity from a Person, in an amount and in form, all satisfactory to the Collateral Agent in its sole discretion, protecting the Collateral Agent from all such liability.

               (b) The indemnification provisions in this Section 5.9(b) and Section 5.9(c) are in addition to the indemnification provisions in Section 5.9(a). Without limiting any indemnification the Company or any Obligor has granted in any other provision of this Agreement or in any other Credit Document, the Company and each Obligor hereby indemnifies and holds harmless the Collateral Agent and each of the Secured Parties and their respective directors, officers, employees and agents (collectively, the “Indemnified Parties”) from and against any and all Losses which may be imposed on, incurred by or asserted against the Indemnified Parties or any of them as a result of, arising out of, or relating to any claim, action or proceeding by any third party (other than any Indemnified Party) with respect to (i) any accident, injury to or death of persons or loss of or damage to or loss of the use of property occurring on or about any Mortgaged Property or any part thereof or the adjoining sidewalks, curbs, vaults and vault spaces, if any, streets, alleys or ways, (ii) any use, non-use or condition of any Mortgaged Property or any part thereof or the adjoining sidewalks, curbs, vaults and vault spaces, if any, streets, alleys or ways, (iii) any failure on the part of the Company or any applicable Obligor to perform or comply with any of the terms of any Mortgage, (iv) performance of any labor or services or the furnishing of any materials or other property in respect of any Mortgaged Property or any part thereof made or suffered to be made by or on behalf of the Company or any applicable Obligor, (v) any negligence or tortious act on the part of the Company or any applicable Mortgagor or any of its agents, contractors, lessees, licensees or invitees, or (vi) any work in connection with any alterations, changes, new construction or demolition of or additions to any Mortgaged Property (collectively, the “Indemnified Liabilities”); provided, however, that the Company or any Obligor shall not indemnify or hold harmless any Indemnified Party against any Indemnified Liabilities arising (x) by reason of any Indemnified Party’s gross negligence or willful misconduct as determined by a final non-appealable order of a court of competent jurisdiction, or (y) in the case of clauses (i), (ii), (iv) and (vi) above, from an event occurring after termination of the Company’s or such Obligor’s ownership or operation of any Mortgaged Property.

               (c) In the event that (i) any Indemnified Party is made a party to any action or proceeding by reason of the execution, delivery or performance of this Agreement or any Security Document or (ii) any action or proceeding shall be commenced in which it becomes necessary to defend or uphold the lien of any Mortgage, all reasonable sums paid by the Indemnified Parties for the expense of any litigation to prosecute or defend the rights and lien created by any Mortgage or otherwise shall be paid by the Company or any applicable Mortgagor to such Indemnified Parties, as hereinafter provided. The Company or any applicable Mortgagor will pay and save the Indemnified Parties harmless against any and all liability with respect to any intangible personal property tax or similar imposition of any jurisdiction or any subdivision or authority thereof now or hereafter in effect, to the extent that the same may be payable by the Indemnified Parties in respect of any Mortgage or any obligation secured thereby. In case any action, suit or proceeding is brought against any Indemnified Party by reason of any such occurrence, the Company or any applicable Mortgagor, upon written request of such Indemnified Party, will, at the Company’s or such Mortgagor’s expense, resist and defend such

27

action, suit or proceeding or cause the same to be resisted or defended by counsel designated by the Company or such Mortgagor and approved by such Indemnified Party, which approval shall not be unreasonably withheld or delayed. The obligations of the Company and each Mortgagor under this Section 5.9 shall survive any discharge or reconveyance of any Mortgage and the payment in full of the obligations secured thereby. If and to the extent that the foregoing undertaking is unenforceable for any reason, the Company and each Mortgagor hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law.

               (d) All amounts payable to the Indemnified Parties under this Section 5.9 shall be deemed indebtedness secured by the Security Documents and shall bear interest at the highest interest rate for overdue payments provided for in any of the Credit Documents commencing 30 days after any Obligor’s receipt of written notice that such amounts are due and owing.

          5.10 Expenses and Indemnification by Secured Parties. Each of U.S. Agent, each Noteholder, Northern and each holder of Additional Future Debt severally agrees (i) to reimburse the Collateral Agent, promptly, in the amount of its Pro Rata share for any expenses referred to in Section 5.9 which shall not have been reimbursed or paid by the Company or paid from the proceeds of Collateral as provided herein and (ii) to indemnify and hold harmless the Collateral Agent, the Collateral Agent Bank and its directors, officers, employees and agents, promptly, in the amount of its pro rata share, from and against any and all Losses referred to in Section 5.9, to the extent the same shall not have been reimbursed by the Company or paid from the proceeds of Collateral as provided herein; provided that none of U.S. Agent, any Noteholder, Northern or any holder of Additional Future Debt shall be liable to the Collateral Agent or the Collateral Agent Bank for any portion of such Losses resulting from the gross negligence or willful misconduct of, or the gross negligence or willful misconduct in the failure to perform any express duty undertaken under this Agreement to be performed by, the Collateral Agent or the Collateral Agent Bank or any of its directors, officers, employees or agents as determined by a final non-appealable order of a court of competent jurisdiction. For purposes of this Section 5.10, the Pro Rata share of any Secured Party’s claim for which a reimbursement or indemnity obligation arises under this Section 5.10 shall be determined as of the last day of the calendar month preceding the date on which such claim was incurred and on which any Principal Obligations were outstanding.

28

          6. REPRESENTATIONS AND WARRANTIES. Each of the Collateral Agent, U.S. Agent, each Noteholder, Northern, each holder of Additional Future Debt and, by countersigning this Agreement, the Company and each Guarantor, represents and warrants to the other parties hereto that (a) the execution, delivery and performance of this Agreement or the Joinder Agreement to which it is a party (in the case of a holder of Additional Future Debt) (i) have been duly authorized by all requisite corporate or other action on its part and (ii) do not conflict with or result in any breach or contravention of any provision of law, statute, rule or regulation to which it is subject or any judgment, order, writ, injunction, license or permit applicable to it and will not conflict with any provision of its charter documents or bylaws or any agreement or other instrument binding upon it; and (b) this Agreement or such Joinder Agreement, as the case may be, has been duly executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable in accordance with its terms.

          7. AMENDMENT OF THIS AGREEMENT.

               7.1 Amendments. No modification or amendment of this Agreement shall be effective unless the same shall be in writing and signed by the Majority Secured Parties and no modification or amendment of any Security Document shall be effective, nor shall any waiver of any provision of any Security Document be executed by the Collateral Agent, without the written consent of the Majority Secured Parties; provided, however, (i) no amendment or waiver shall adversely affect any of the Collateral Agent’s rights, immunities or rights to indemnification hereunder or under any of the Security Documents or expand its duties or reduce any amount payable to the Collateral Agent hereunder or under any Security Documents without the written consent of the Collateral Agent; (ii) Sections 3 and 5 of this Agreement and any other provision of this Agreement or of any of the Security Documents affecting the rights and obligations of the Collateral Agent hereunder may not be amended without the written consent of the Collateral Agent; (iii) no modification or amendment of Section 2.2 or the defined terms used therein, Section 4.9, Section 5.4, Section 5.9, Section 6, this Section 7.1(iii), Section 8, Section 9, Section 10, Section 11 or Section 12 of this Agreement shall be effective unless the same shall have been consented to by the Company; (iv) no modification, amendment or waiver that changes the amount that a Secured Party receives from a distribution hereunder or that delays the time of a distribution hereunder shall be effective without the consent of such Secured Party and (v) none of the Material Provisions of any of the Security Documents may be created, amended or waived without the consent of all holders of Secured Obligations; provided, further, however, that the Collateral Agent is hereby authorized and directed to execute and deliver the Security Document Amendments. Any Security Document executed after the date hereof shall be approved by the Majority Secured Parties as to form.

               7.2 Waivers. Except as provided in Section 7.1, no waiver of any provision of this Agreement and no consent to any departure by any party hereto from the provisions hereof shall be effective unless such waiver or consent shall be set forth in a written instrument executed by the party against which it is sought to be enforced, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in the same, similar or other circumstances.

29

          8. APPROVAL BY THE COMPANY AND GUARANTORS; COMPANY’S OBLIGATIONS ABSOLUTE.

               8.1 General. By countersigning this Agreement, each of the Company and the Guarantors acknowledges and consents to and agrees to perform and be bound by each provision of this Agreement which expressly recites that the Company or such Guarantor is agreeing to such provision by countersigning this Agreement.

               8.2 Obligations Absolute. Nothing contained in this Agreement shall impair, as between the Company, or any Guarantor and each of U.S. Agent, Bank Credit Agreement U.S. Lenders, each Noteholder, Northern and each holder of Additional Future Debt, (a) the obligation of the Company or such Guarantor to pay to the Noteholders all amounts payable in respect of the Note Debt as and when the same shall become due and payable in accordance with the terms thereof, or prevent any of the Noteholders (except as expressly otherwise provided in this Agreement) from exercising all rights, powers and remedies otherwise permitted by the Note Documents and by applicable law upon a default in the payment or performance of the Note Debt, all, however, subject to the rights of U.S. Agent, Northern and the holders of Additional Future Debt as set forth in this Agreement, or (b) the obligation of the Company or such Guarantor to pay to U.S. Agent and U.S. Lenders all amounts payable in respect of Bank Credit Agreement Debt as and when the same shall become due and payable in accordance with the terms thereof, or prevent U.S. Agent and U.S. Lenders (except as expressly otherwise provided in this Agreement) from exercising all rights, powers and remedies otherwise permitted by the Bank Credit Agreement Documents and by applicable law upon a default in the payment or performance of Bank Credit Agreement Debt, all, however, subject to the rights of the Noteholders, Northern and the holders of Additional Future Debt as set forth in this Agreement, (c) the obligation of the Company or such Guarantor to pay to Northern all amounts payable in respect of the Trade Agreement Debt as and when the same shall become due and payable in accordance with the terms thereof, or prevent Northern (except as expressly otherwise provided in this Agreement) from exercising all rights, powers and remedies otherwise permitted by the Trade Agreement and by applicable law upon a default in the payment or performance of the Trade Agreement Debt, all, however, subject to the rights of the Noteholders, U.S. Agent and the holders of Additional Future Debt as set forth in this Agreement and (d) the obligation of the Company or such Guarantor to pay to any holder of Additional Future Debt all amounts payable in respect of such Additional Future Debt as and when the same shall become due and payable in accordance with the terms thereof, or prevent any holder of Additional Future Debt (except as expressly otherwise provided in this Agreement) from exercising all rights, powers and remedies otherwise permitted by such Additional Future Debt Documents and by applicable law upon a default in the payment or performance of such Additional Future Debt, all, however, subject to the rights of the Noteholders, Northern and U.S. Agent as set forth in this Agreement.

               8.3 No Additional Rights for Company Hereunder. If the Collateral Agent or any Secured Party shall enforce its rights or remedies in violation of the terms of this Agreement, the Company and each Guarantor agrees, by its consent hereto, that it shall not use such violation as a defense to such enforcement by any such party nor assert such violation as a counterclaim or basis for setoff or recoupment against any such party (except to the extent such violation affects the rights of the Company or any Guarantor set forth in this Agreement). Nothing contained in this Agreement shall constitute a commitment by U.S. Agent, any

30

Noteholder, Northern or any holder of Additional Future Debt to make available to the Company or any Guarantor any advances, loans or letters of credit beyond such advances, loans or letters of credit as specifically provided for in the Loan Documents.

          9. COVENANTS CONCERNING COLLATERAL

               9.1 Additional Assignments, and Mortgages.

                    (a) Without limiting the obligations of the Company or any of its Subsidiaries in the Credit Documents (and subject to the provisions of the Credit Documents and this Agreement), the Company shall, and shall cause each of its Significant Subsidiaries which has not theretofore executed and delivered one or more Security Documents in favor of the Collateral Agent with respect to all of its assets (other than Excluded Collateral) as security for the Secured Obligations, to execute and deliver to the Collateral Agent such Security Documents, and take such other action, as may be requested to grant Liens to the Collateral Agent on all its assets (other than Excluded Collateral).

                    (b) Without limiting the obligations of the Company or any of its Subsidiaries in the Credit Documents (and subject to the provisions of the Credit Documents and this Agreement) if the Company or any of its Significant Subsidiaries acquires after the date hereof ownership of a Significant Real Estate Interest, the Company shall, and shall cause such Significant Subsidiary, to deliver within a reasonable time period to the Collateral Agent a fully executed mortgage or deed of trust over such interest in real estate, together with any environmental site assessments in the possession of the Company or such Significant Subsidiary and evidence of insurance with the Collateral Agent named as loss payee and additional insured with respect to such real estate as the Collateral Agent (upon instruction from the Requisite Parties) may reasonably request in accordance with good banking and lending practices, all in form and content acceptable to the Requisite Parties. If such Significant Subsidiary is not a Guarantor, the Company shall cause such Significant Subsidiary to become a Guarantor and a party to this Agreement. If the Company or the Significant Subsidiary acquiring such Significant Real Estate Interest obtains a current owner’s title insurance policy in respect of all or a portion of such Significant Real Estate Interest in connection with the acquisition of such Significant Real Estate Interest, the Company shall also deliver to the Collateral Agent a customary lender’s title insurance policy in respect of such Significant Real Estate Interest for the benefit of the Collateral Agent from the insurance company issuing such owner’s title insurance policy in an insured amount equal to the insured amount of such owner’s title insurance policy. The Company further agrees that, following the taking of such actions, the Collateral Agent shall have for the pari passu benefit of the Secured Parties a valid and enforceable Lien over such interest in real estate, free and clear of all Liens, defects and encumbrances other than such Liens, defects or encumbrances existing on such Significant Real Estate Interest at the time such Significant Real Estate Interest shall have been so acquired.

               9.2 Perfection Certificate Supplement. The Company shall furnish to the Collateral Agent and to each of the holders of Secured Obligations not later than October 15 of each year beginning with the year 2007, a supplement to the Perfection Certificate setting forth as of October 1st in such year all such additional or corrected information as may be necessary to cause the Perfection Certificate, as so supplemented, to be true, correct and complete as of

31

October 1^st in such year. Upon receipt of such Perfection Certificate supplement the Collateral Agent shall forward a copy of such Perfection Certificate supplement to counsel to the Collateral Agent. Upon request of the Collateral Agent or its counsel, the Company will take any and all actions, and execute and deliver such documents and instruments, with respect to the recording, filing, registering, re-recording, refiling and re-registering of any of the Security Documents in respect of any Collateral as are necessary under the law of the jurisdiction in which the Collateral is located or under other applicable law to maintain the continued perfection, existence and priority of the Lien of the Security Documents (including, without limitation, to the extent provided for therein and herein on any property acquired by the Company or any Guarantor after the date hereof), and to fully preserve and protect the rights, and under the Security Documents of or for the benefit of the Collateral Agent in respect of such Liens and the Collateral.

          10. CONDEMNATION

               10.1 Takings. Each Obligor, in each Mortgage to which such entity is a party, shall irrevocably assign, or cause to be assigned, to the Collateral Agent a security interest in and Lien on any award or payment which may become payable to such entity by reason of any taking of a Significant Real Estate Interest encumbered by such Mortgage or any part thereof, whether directly or indirectly, temporarily or permanently, in or by condemnation or other eminent domain proceedings (a “Taking”). All rights of the Collateral Agent under this Section 10 as to any Significant Real Estate Interest are subject to any rights in favor of holders of Permitted First Priority Liens in such Significant Real Estate Interest and shall be enforceable to the fullest extent not prohibited or restricted by the terms of any agreements or instruments creating such Permitted First Priority Liens.

               10.2 Application of Awards.

                    (a) Any awards or payments made with respect to any Taking relating to a Significant Real Estate Interest shall be paid or distributed as provided in this Section. If any Obligor shall receive directly any such award or payment, promptly following the receipt thereof such Obligor shall transfer in immediately available funds the Net Proceeds in respect of such Taking from such award or payment to the Collateral Agent and the Collateral Agent shall distribute such Net Proceeds in accordance with the provisions of this Section 10.2(a). If the Collateral Agent shall receive directly any such award or payment and no Default or Event of Default then exists, the Collateral Agent shall, prior to making any other payment or distribution hereunder, transfer to the Obligor whose Property was the subject of such Taking an amount in immediately available funds equal to the difference between (a) the amount of such award or payment so received and (b) the Net Proceeds relating thereto (as set forth in a certificate executed by a Senior Officer and delivered to the Collateral Agent), and thereafter the remainder of such award or payment shall be distributed as provided below. Any and all amounts to be distributed as provided in this clause (a) shall be distributed as follows:

     (i) if the gross amount of any awards or payments with respect to such Taking are in an amount less than $5,000,000, the Net Proceeds thereof held by the Collateral Agent shall be immediately payable in immediately available funds directly to such Obligor which is the subject of such Taking upon receipt of a certificate executed by a Senior Officer

32

which states that no Default or Event of Default exists and such Obligor will use such Net Proceeds to repair or replace the Significant Real Estate Interest which was the subject of such Taking; and

     (ii) if the gross amount of any awards or payments with respect to such Taking equals or exceeds $5,000,000, the Secured Parties shall review with the Company, the Company’s business proposal with respect to the application of the Net Proceeds thereof held by the Collateral Agent, which proposal the Company shall submit to the Secured Parties at any time but no later than thirty (30) Business Days after the date such award has been paid, and give due consideration to the merits and rationale of such proposal recognizing the integrated nature of the Company’s manufacturing facilities and operations. Within twenty (20) Business Days of receipt of the Company’s proposal, the Requisite Parties shall, following review thereof, determine (which determination shall be reasonably made and not unduly delayed) whether such Net Proceeds shall be applied as provided in such proposal. If the Company shall not have received a reply from the Requisite Parties by the end of such twenty (20) Business Day period, the Company shall deliver a written notice to each of the Secured Parties requesting a determination as to such proposal and shall give the Requisite Parties an additional five (5) Business Days after the delivery of such second notice to deliver a written acceptance or rejection of such proposal. If the Requisite Parties fail to advise the Company in writing of their determination with respect to such proposal as provided herein prior to the end of such five (5) Business Day period, they shall be deemed to have accepted such proposal. Upon actual or deemed acceptance of such proposal, the Collateral Agent shall promptly transfer in immediately available funds such Net Proceeds to the relevant Obligor and the relevant Obligor shall act diligently and good faith to apply such Net Proceeds substantially as provided in such proposal. If such proposal is not accepted, then the Net Proceeds shall be applied as an Offered Repayment as set forth in Section 10.4 below.

                    (b) Notwithstanding anything contained herein, if any Default or Event of Default shall have occurred and be continuing, any Net Proceeds of a Taking, together with any other amounts held by the Collateral Agent in respect of such Taking, shall be applied as an Offered Repayment as set forth in Section 10.4 below unless the Majority Secured Parties and the Company agree otherwise. The Collateral Agent shall promptly and, in any case, not more than five (5) Business Days after the receipt of any funds hereunder satisfactorily identified to the Collateral Agent as Net Proceeds of a Taking, inform the Obligors and the Secured Parties in writing of such receipt and the amount thereof.

               10.3 Settlement of Condemnation Claims. Immediately upon receipt by any of the Obligors of notice of the institution of any proceeding or negotiations for a Taking, the Obligors shall give notice thereof to the Collateral Agent. The Collateral Agent may, but shall be under no obligation to, appear in any such proceedings and participate in any such negotiations and may be represented by counsel. The Obligors, notwithstanding that the

33

Collateral Agent may not be a party to any such proceeding, will promptly give, or cause to be given, to the Collateral Agent copies of all notices, pleadings, judgments, determinations and other papers received by any Obligor. The Obligors will not enter into, or permit to be entered into, any agreement permitting or consenting to the Taking of the applicable Significant Real Estate Interest, or any part thereof, or providing for the conveyance thereof in lieu of condemnation, with anyone authorized to acquire the same in condemnation or by eminent domain which, for any award or payment, is estimated by the Collateral Agent in good faith to exceed $5,000,000, unless the Collateral Agent, acting at the direction of the Requisite Parties, shall first have consented thereto in writing. The Secured Parties agree to consider granting such consent without undue delay. If a Default or Event of Default has occurred and is continuing, the Collateral Agent, acting at the direction of the Requisite Parties, shall be authorized, but shall not be obligated, to negotiate, adjust, compromise or settle any Taking award and appear in any proceeding arising in connection with such Taking. In connection therewith, the Obligors do hereby irrevocably authorize, empower and appoint the Collateral Agent as attorney-in-fact for the Obligors (which appointment is coupled with an interest) to do any and all of the foregoing in the name and on behalf of the Obligors. The Requisite Parties agree to act in good faith without undue delay in issuing any such written instruction and approving any such adjustment.

               10.4 Offered Repayment. Any Net Proceeds to be applied as an Offered Repayment as provided in Section 10.2(a)(ii) or Section 10.2(b) shall be offered Pro Rata to all Secured Parties as a prepayment as provided in Section 10.5 below. Each such Offered Repayment shall be made in writing as soon as practicable after the Obligors being informed, in writing, by the Collateral Agent of their obligation to make such Offered Repayment but, in any case, not later than ten (10) days thereafter. Each Offered Repayment shall specify the date on which the prepayment provided therein is to be made (which shall be a Business Day and shall not be a date more than twenty-five (25) days after the date of the delivery of such Offered Repayment), the principal amount of the Secured Obligations of each recipient of such Offered Repayment then being offered to be prepaid and the amount of accrued interest to be paid thereon. To accept or reject any Offered Repayment under this Section 10.4, in whole or in part, any Secured Party shall cause a written notice of such acceptance or rejection to be delivered to the Obligors not later than fifteen (15) days after the date of receipt by such holder of such Offered Repayment (it being understood that the failure by a holder to accept in full or in part such Offered Repayment as provided herein prior to the end of such fifteen (15) day period shall be deemed to constitute a rejection of said Offered Repayment, or, if so indicated as to any Secured Party on the Schedule 13.4 or in a written notice delivered to the Company by any Secured Party within 60 days of the date hereof, an acceptance of such Offered Repayment). The Obligors shall inform the Collateral Agent, in writing not less than five (5) Business Days prior to any date fixed for effecting of the payments contemplated by any accepted Offered Repayment under this Section 10.4, of all amounts due in respect of each of such accepted Offered Repayments, the payment date therefor, the recipients thereof, and the payment address and payment method required in respect of each such recipient. Upon the receipt by the Collateral Agent of written instructions from the Obligors (or the Requisite Parties, in the event that the Obligors fail to give such notice within a reasonable time) directing the Collateral Agent to effect the payment in immediately available funds of accepted Offered Repayments from the Net Proceeds then held by the Collateral Agent, as expressly provided in the immediately preceding sentence, the Collateral Agent shall effect the payment of such accepted Offered Repayments as so instructed. To the extent that any such Net Proceeds shall not have been

34

utilized to pay or prepay Secured Obligations as a result of one or more Secured Parties rejecting (in whole or in part) or being deemed to have rejected their respective Offered Repayments, upon receipt of a written demand from the Obligors (or the Requisite Parties, in the event that the Obligors fail to give such notice within a reasonable time), the Collateral Agent shall pay such remaining Net Proceeds, together with any interest accrued thereon, promptly to the Obligors. Only upon the Collateral Agent effecting the payment in full of all of the amounts owing in respect of the applicable accepted Offered Repayments under this Section 10.4 will the Obligors be deemed to have discharged the payment obligations they have under this Section 10.4 with respect to such accepted Offered Repayments. The Obligors agree that they will instruct the Collateral Agent to effect the payment of all related Offered Repayments to all applicable Secured Parties simultaneously. Notwithstanding the foregoing, if, to the extent required by the operation of any provision of any of the Credit Documents (it being understood that the Loan Documents outstanding on the date hereof contain no such provision), the Obligors are prohibited from making any Offered Repayment such Offered Repayment shall be deemed to have been rejected by each Secured Party who is a party to the Credit Document containing such prohibition.

               10.5 Applicable Prepayment Provisions. Each accepted Offered Repayment pursuant to Section 10.4 shall be made in accordance with, and subject to, (a) Section 2.06(b) of the Bank Credit Agreement, (b) Section 4A(2) of the Note Agreement Document (with respect to any prepayment of the Note Principal Obligations) but without payment of any Yield-Maintenance Amount, (c) Section 3.6 and Section 3.4(iii)(d) of the Trade Agreement (with respect to any prepayment of the Trade Agreement Debt) but without payment of any prepayment or breakage fees, and (d) any one or more similar provisions in a similar Section in the Additional Future Debt Documents (with respect to any prepayment of the Additional Future Debt), in each case, as certified to the Collateral Agent by the Secured Party entitled to receive such Offered Repayment. To the extent any such sections of the Loan Documents referred to in this Section 10.5 contain notice and procedural provisions, such provisions are hereby deemed waived to permit prepayments under this Section 10.5.

               10.6 Waiver of Offered Repayment. The Majority Secured Parties may at any time within twenty (20) days after receipt of written notification from the Collateral Agent of its receipt of any funds arising from a Taking, as provided for in Section 10.2(b) above, waive the obligation of the Obligors to make Offered Repayments in respect of such award, as provided in Section 10.2 above, by delivering a written notice of waiver in respect thereof to the Obligors and the Collateral Agent. In such event, the Collateral Agent shall promptly thereafter transfer in immediately available funds all such funds held by it to the Obligor whose Property was the subject of such Taking.

               10.7 Collateral Agent Expenses. The Obligors shall promptly reimburse the Collateral Agent upon demand for all of the Collateral Agent’s reasonable out-of-pocket expenses (including reasonable attorney’s fees) incurred in performing its duties under this Section 10. To the extent the Collateral Agent has not been so reimbursed by the Obligors (or arrangements therefor made to the satisfaction of the Collateral Agent), any disbursement to be made by the Collateral Agent pursuant to this Section 10 shall be net of all of the Collateral Agent’s reasonable out-of-pocket expenses (including reasonable attorney’s fees) incurred in performing its duties under this Section 10.

35

          11. APPLICATION OF INSURANCE PROCEEDS

               11.1 General.

                    (a) Any insurance proceeds (other than Excluded Insurance Proceeds) which are paid in respect of the damage, destruction, loss or other casualty (each, a “Casualty”) of the Collateral under any insurance policy required to be maintained by any one or more of the Obligors under the provisions of any Credit Document shall be paid or distributed as provided in this Section. If any Obligor shall receive directly any such insurance proceeds, promptly following the receipt thereof such Obligor shall transfer in immediately available funds the Net Proceeds in respect of such Casualty from such insurance proceeds to the Collateral Agent and the Collateral Agent shall distribute such Net Proceeds in accordance with the provisions of this Section 11.1(a). If the Collateral Agent shall receive directly any such insurance proceeds and no Default or Event of Default then exists, the Collateral Agent shall, prior to making any other payment or distribution hereunder, transfer to the Obligor whose Property was the subject of such Casualty an amount in immediately available funds equal to the difference between (a) the amount of such insurance proceeds so received and (b) the Net Proceeds relating thereto (as set forth in a certificate executed by a Senior Officer and delivered to the Collateral Agent), and thereafter the remainder of such insurance proceeds shall be distributed as provided below. Any and all amounts to be distributed as provided in this Section 11.1(a) shall be distributed as follows:

     (i) if the insurance proceeds with respect to such Casualty are in an aggregate amount less than $5,000,000 in respect of any single occurrence, the Net Proceeds thereof held by the Collateral Agent shall be immediately payable in immediately available funds directly to the applicable Obligor which is the primary insured on such policy (the “Insured”) upon receipt of a certificate executed by a Senior Officer which states that no Default or Event of Default then exists and such Obligor will use such Net Proceeds to repair or replace the Collateral which was the subject of such Casualty which gave rise to such Net Proceeds; and

     (ii) if the insurance proceeds with respect to such Casualty equal or exceed $5,000,000 in respect of any single occurrence, the Secured Parties shall review with the Company, the Company’s business proposal with respect to the application of the Net Proceeds thereof held by the Collateral Agent, which proposal the Company shall submit to the Secured Parties within thirty (30) Business Days of the date of the occurrence of the Casualty, and give due consideration to the merits and rationale of such proposal recognizing the integrated nature of the Company’s facilities and operations. Within twenty (20) Business Days of receipt of the Company’s proposal, the Requisite Parties shall, following review thereof, determine (which determination shall be reasonably made and not unduly delayed) whether such Net Proceeds shall be applied as provided in such proposal. If the Company shall not have received a reply from the Requisite Parties by the end of such twenty (20) Business Day

36

period, the Company shall deliver a written notice to each of the Secured Parties requesting a determination as to such proposal and shall give the Requisite Parties an additional five (5) Business Days after the delivery of such second notice to deliver a written acceptance or rejection of such proposal. If the Requisite Parties fail to advise the Company in writing of their determination with respect to such proposal as provided herein prior to the end of such five (5) Business Day period, they shall be deemed to have accepted such proposal. Upon actual or deemed acceptance of such proposal, the Collateral Agent shall hold such Net Proceeds for disbursement in accordance with Section 11.3 and the Insured shall act diligently and in good faith to apply such Net Proceeds substantially as provided in such proposal. If such proposal is not accepted, then the Net Proceeds shall be applied as a Offered Repayment as set forth in Section 11.2 below.

                    (b) Notwithstanding anything contained herein, if any Default or Event of Default shall have occurred and be continuing, any Net Proceeds of any such Casualty with respect to the Collateral, together with any other amounts held by the Collateral Agent in respect of such Casualty, shall be applied as an Offered Repayment as set forth in Section 11.2 below unless the Majority Secured Parties and the Company agree otherwise. The Collateral Agent shall promptly and, in any case, not more than five (5) Business Days after the receipt of any funds hereunder satisfactorily identified to the Collateral Agent as amounts to be applied as an Offered Repayment, inform the Obligors and the Secured Parties in writing of such receipt and the amount thereof.

               11.2 Offered Repayment. Any Net Proceeds to be applied as an Offered Repayment as provided in Section 11.1(a)(ii) or Section 11.1(b) shall be offered Pro Rata to all Secured Parties as a prepayment as provided below. Each such Offered Repayment shall be made in writing as soon as practicable after each of the Obligors being informed, in writing, by the Collateral Agent of their obligation to make such Offered Repayment but, in any case, not later than ten (10) days thereafter. Each Offered Repayment shall specify the date on which the prepayment provided therein is to be made (which shall be a Business Day and shall not be a date more than thirty-five (35) days after the date of the delivery of such Offered Repayment), the principal amount of the Secured Obligations of the recipient of such Offered Repayment then being offered to be prepaid and the amount of accrued interest to be paid thereon. To accept or reject any Offered Repayment under this Section 11.2, in whole or in part, any Secured Party shall cause a written notice of such acceptance or rejection to be delivered to the Obligors not later than fifteen (15) days after the date of receipt by such holder of such Offered Repayment, provided that, if (a) the Obligors shall have not received a reply from a holder of such applicable Secured Obligations by the end of such fifteen (15) day period or (b) any such holder shall have rejected such Offered Repayment, the Obligors shall deliver a second written notice (which shall include a description of whether other holders of such Secured Obligations have accepted or rejected such Offered Repayment) in respect of the relevant Offered Repayment to each such holder described in clause (a) or (b) above and shall give each such holder an additional ten (10) days after the delivery of such second notice to deliver a written acceptance or rejection of such Offered Repayment (it being understood that the failure by a holder to accept (in full or in part) such Offered Repayment as provided herein prior to the end of the aforesaid ten (10) day period

37

shall be deemed to constitute a rejection of said Offered Repayment, or, if so indicated as to any Secured Party on Schedule 13.4 or in a written notice delivered to the Company by any Secured Party within 60 days of the date hereof, an acceptance of such Offered Repayment). The Obligors shall inform the Collateral Agent, in writing not less than five (5) Business Days prior to any date fixed for the effecting of the payments contemplated by any accepted Offered Repayment under this Section 11.2, of all amounts due in respect of each of such accepted Offered Repayments, the payment date therefor, the recipients thereof, and the payment address and payment method required in respect of each such recipient. Upon the receipt by the Collateral Agent of written instructions from the Obligors (or the Requisite Secured Parties, in the event that the Obligors fail to give such notice within a reasonable time) directing the Collateral Agent to effect the payment in immediately available funds of accepted Offered Repayments from the Net Proceeds then held by the Collateral Agent, as expressly provided in the immediately preceding sentence, the Collateral Agent shall effect the payment of such accepted Offered Repayments as so instructed. To the extent that any such Net Proceeds shall not have been utilized to pay or prepay Secured Obligations as a result of one or more holders of Secured Obligations rejecting (in whole or in part) or being deemed to have rejected their respective Offered Repayments, upon receipt of a written demand from the Obligors (or the Requisite Parties, in the event that the Obligors fail to give such notice within a reasonable time), the Collateral Agent shall pay such remaining Net Proceeds, together with any interest accrued thereon, promptly to the Obligors. Each accepted Offered Repayment pursuant to this Section 11.2 shall be made in accordance with (a) Section 2.06(b) of the Bank Credit Agreement, (b) Section 4A(2) of the Note Agreement (with respect to any prepayment of the Note Principal Obligations) but without payment of Yield-Maintenance Amount, (c) Section 3.6 and Section 3.4(iii)(d) of the Trade Agreement (with respect to any prepayment of the Trade Agreement Debt) but without payment of any prepayment or breakage fees, and (d) any one or more similar provisions in the Additional Future Debt Documents (with respect to any prepayments of Additional Future Debt), in each case, as certified to the Collateral Agent by the Secured Party to whom such Offered Repayment is due. To the extent any such sections of the Loan Documents referred to in this Section 11.2 contain notice or other procedural provisions, such provisions are hereby seemed waived to permit prepayments under this Section 11.2. Only upon the Collateral Agent effecting the payment in full of all of the amounts owing in respect of the applicable accepted Offered Repayments under this Section 11.2 will the Obligors be deemed to have discharged the payment obligations they have under this Section 11.2 with respect to such accepted Offered Repayments. The Obligors agree that they will instruct such Collateral Agent to effect the payment of all related Offered Repayments to all applicable Secured Parties simultaneously. Notwithstanding the foregoing, if, to the extent required by the operation of any provision of any Credit Documents (it being understood that the Loan Documents outstanding on the date hereof contain no such provision), the Obligors are prohibited from making any Offered Repayment under such Credit Document, such Offered Repayment shall be deemed to have been rejected by the each Secured Party who is a party to the Credit Document containing such prohibition.

               11.3 Remnant Insurance Proceeds. With respect to any proposal accepted or deemed accepted in accordance with Section 11.1(a)(ii) whereby the Insured is entitled to be paid and use such Net Proceeds, such Net Proceeds shall be held by the Collateral Agent for distribution in accordance with this Section 11.3. Upon receipt of a written demand from the Insured and a certificate certifying that no Default or Event of Default has occurred and is

38

continuing, the Collateral Agent shall promptly pay any Net Proceeds in immediately available funds to the Insured to pay the costs of implementing the Company’s proposal in accordance with Section 11.1(a)(ii). Should the Net Proceeds, if any, be insufficient to pay the entire cost of the work outlined in such proposal, the Insured shall pay the deficiency or the entire cost as the case may be. On the completion of all work and payment in full therefor and upon receipt by the Collateral Agent of evidence to its satisfaction that such work has been completed and paid for in full and that any property purchased, repaired, reconstructed and restored in the course of such work is subject to the applicable Liens under the Security Documents (subject to any Permitted First Priority Liens), any Net Proceeds not yet disbursed to the Insured as above provided and in the possession or under the control of the Collateral Agent or the Secured Parties shall be remitted to the Insured. Notwithstanding anything in this Section 11.3 to the contrary, if no Default or Event of Default shall have occurred and be continuing, to the extent that such Net Proceeds shall not have been utilized to pay or prepay the applicable Secured Obligations as provided herein, the Insured may, in its discretion, elect not to implement its proposal in connection with such Net Proceeds and, in such event, upon notice thereof to the Secured Parties and the Collateral Agent, shall pay any amounts they are entitled to receive under this Section 11.3 to the Secured Parties as an Offered Repayment of the Secured Obligations as provided in Section 11.2. The Insured will be deemed to have so elected if it shall not have commenced implementation of such proposal within sixty (60) days of such Net Proceeds having become available to it for such purposes.

               11.4 Notice of Casualty; Adjusting Loss. In the event all or any part of a Significant Real Estate Interest shall suffer a Casualty, the Obligors will promptly give written notice thereof to the insurance carrier and the Collateral Agent, and shall promptly provide to the Collateral Agent such reasonable information concerning such Casualty as the Collateral Agent may request. So long as no Default or Event of Default shall then exist, the Obligors shall be authorized to make proof of loss and to negotiate, adjust, compromise and settle all insurance claims and demands with respect to any such Casualty; provided, however, that the Obligors may not adjust any claim for any Casualty which is estimated by the Collateral Agent in good faith to exceed $5,000,000 unless the Collateral Agent at the Collateral Agent’s request, acting at the direction of the Requisite Parties, shall have joined in such adjustment without undue delay. If (a) there has been no adjustment of any such Casualty within six (6) months from the date of occurrence thereof as a result of the failure of any Obligor to diligently prosecute the applicable insurance claim or (b) if a Default or an Event of Default has occurred and is continuing, the Collateral Agent, acting at the direction of the Requisite Parties, shall be authorized, but shall not be obligated, to make such proof of loss with respect to any such Casualty and to negotiate, adjust, compromise or settle all insurance claims and demands in respect thereof and prosecute any action arising in connection therewith. In connection therewith, the Obligors do hereby irrevocably authorize, empower and appoint the Collateral Agent as attorneys-in-fact for the Obligors (which appointment is coupled with an interest) to do any and all of the foregoing in the name and on behalf of the Obligors. The Requisite Parties agree to act in good faith without undue delay in issuing any such written instruction and approving any such adjustment.

               11.5 Reimbursement of Collateral Agent’s Expenses. The Obligors shall promptly reimburse the Collateral Agent upon demand for all of the Collateral Agent’s reasonable out-of-pocket expenses (including reasonable attorney’s fees) incurred in performing its duties under this Section 11. To the extent the Collateral Agent has not been so reimbursed

39

by the Obligors (or arrangements therefor made to the satisfaction of the Collateral Agent), any disbursement to be made by the Collateral Agent pursuant to this Section 11 shall be net of all of the Collateral Agent’s reasonable out-of-pocket expenses (including reasonable attorney’s fees) incurred in performing its duties under this Section 11.

          12. PROCEEDS FROM SALE OF ASSETS.

               12.1 General. Notwithstanding anything in this Section 12 to the contrary, any Obligor shall be entitled and permitted to undertake any Asset Disposition in accordance with the terms and conditions of all of the Loan Documents. If any Obligor intends to undertake an Asset Disposition and if all of the Loan Documents permit the Obligor to use the proceeds of such Asset Disposition for any purpose other than the repayment or prepayment of any Secured Obligation, then such Obligor shall include in its Asset Disposition Certificate required to be delivered to the Collateral Agent and the Secured Parties in accordance with Section 13.6: (i) the purpose for which the Obligor intends to use the proceeds, (ii) the specific provisions of any covenant under any of the Loan Documents which restrict transfer of assets and which permit such Asset Disposition and (iii) a statement that the proceeds will be used for such stated purpose.

               12.2 Net Proceeds from an Asset Disposition. To the extent any Obligor is required or is permitted and elects to prepay the Secured Obligations with Net Proceeds from any Asset Disposition, such Net Proceeds shall be paid in immediately available funds to the Collateral Agent. The Collateral Agent shall promptly and, in any case, not more than five (5) Business Days after the receipt of any such Net Proceeds satisfactorily identified to the Collateral Agent as Net Proceeds of an Asset Disposition, inform the Obligors and the Secured Parties in writing of such receipt and the amount thereof. All Net Proceeds so paid to the Collateral Agent from such Asset Disposition shall be applied as an Offered Repayment in accordance with the requirements of Section 12.3.

               12.3 Offered Repayment. With respect to the Net Proceeds received by the Collateral Agent as a result of any Asset Disposition, the Obligors shall, subject to Section 12.4 below, extend an Offered Repayment Pro Rata to each of the holders of Secured Obligations if such Net Proceeds arise out of the sale, transfer of other disposition of any Collateral. Each such Offered Repayment shall be made in writing as soon as practical after the Obligors being informed, in writing, by the Collateral Agent of its receipt of any such Net Proceeds but, in any case, not later than ten (10) days thereafter. Each Offered Repayment shall specify the date on which the prepayment provided therein is to be made (which shall be a Business Day and shall not be a date more than twenty-five (25) days after the date of the delivery of such Offered Repayment), the principal amount of the applicable Secured Obligations of the recipient of such Offered Repayment then being offered to be prepaid, the amount of accrued interest to be paid thereon and the estimated Yield-Maintenance Amount due in respect of such prepayment as provided under the terms of the Note Documents. To accept or reject any Offered Repayment under this Section 12.3, in whole or in part, any Secured Party shall cause a written notice of such acceptance or rejection to be delivered to the Obligors not later than fifteen (15) days after the date of receipt by such holder of such Offered Repayment (it being understood that the failure by a holder to accept in full or in part such Offered Repayment as provided herein prior to the end of such fifteen (15) day period shall be deemed to constitute a rejection of said Offered

40

Repayment, or, if so indicated as to any Secured Party on Schedule 13.4 or in a written notice delivered to the Company by any Secured Party within 60 days of the date hereof, an acceptance of such Offered Repayment). The Obligors shall inform the Collateral Agent, in writing not less than five (5) Business Days prior to any date fixed for the effecting of the payments contemplated by any accepted Offered Repayment under this Section 12.3, of all amounts due in respect of each of such accepted Offered Repayments, the payment date therefor, the recipients thereof, and the payment address and payment method required in respect of each such recipient. Upon the receipt by the Collateral Agent of written instructions from each of the Obligors (or the Requisite Parties in the event that the Obligors fail to give such notice within a reasonable time) directing the Collateral Agent to effect the payment in immediately available funds of accepted Offered Repayments from the Net Proceeds then held by the Collateral Agent, as expressly provided in the immediately preceding sentence, the Collateral Agent shall effect the payment of such accepted Offered Repayments as so instructed. To the extent that any such Net Proceeds shall not have been utilized to pay or prepay the applicable Secured Obligations as a result of one or more holders of such Secured Obligations rejecting (in whole or in part) or being deemed to have rejected their respective Offered Repayments in respect of such Net Proceeds and upon receipt of a written demand from the Obligors (or the Requisite Parties in the event that the Obligors fail to give such notice within a reasonable time), the Collateral Agent shall pay such Net Proceeds promptly to the Obligors. Each accepted Offered Repayment pursuant to this Section 12.3 shall be made in accordance with (a) Section 2.06(b) of the Bank Credit Agreement, (b) Section 4A(2) of the Note Agreement (with respect to any prepayment of the Note Principal Obligations) but without payment of Yield-Maintenance Amount, (c) Section 3.6 and Section 3.4(iii)(d) of the Trade Agreement (with respect to any prepayment of the Trade Agreement Debt), and (c) any one or more similar provisions in the Additional Future Debt Documents (with respect to any prepayments of Additional Future Debt)), in each case, as certified to the Collateral Agent by the Secured Party to whom such payment is due. To the extent any such sections referred to in this Section 12.3 contain notice or other procedural provisions such provisions are hereby deemed waived to permit prepayments under this Section 12.3. Only upon the Collateral Agent’s effecting of the payment in full of all of the amounts owing in respect of the applicable accepted Offered Repayments under this Section 12.3 will the Obligors be deemed to have discharged the payment obligations it has under this Section 12.3 with respect to such accepted Offered Repayments. The Obligors agree that they will instruct the Collateral Agent to effect the payment of all related Offered Repayments to all applicable Secured Parties simultaneously. Notwithstanding the foregoing, if, to the extent required by the operation of any provision of any Loan Documents (it being understood that the Loan Documents outstanding on the date hereof have no such provision), the Obligors are prohibited from making any Offered Repayment under such Loan Document, such Offered Repayment shall be deemed to have been rejected by the Secured Party whose Loan Document contained the prohibition. Any amounts held by the Collateral Agent after giving effect to all such rejected Offered Repayments shall be released to the Obligors upon receipt of a certificate of a Senior Officer delivered to the Collateral Agent and each of the Secured Parties which states that (i) no Default or Event of Default then exists and (ii) such amounts so paid to the Obligors will be used to acquire productive assets within 180 days of their receipt of such funds or applied to the prepayment of Secured Obligations within five (5) Business Days of receipt of such funds by the Obligors.

41

          12.4 Collateral Agent Expenses. The Obligors shall promptly reimburse the Collateral Agent upon demand for all of the Collateral Agent’s reasonable out-of-pocket expenses (including reasonable attorney’s fees) incurred in performing its duties under this Section 12. To the extent the Collateral Agent has not been so reimbursed by the Obligors (or arrangements therefor made to the satisfaction of the Collateral Agent), any disbursement to be made by the Collateral Agent pursuant to this Section 12 shall be net of all of the Collateral Agent’s reasonable out-of-pocket expenses (including reasonable attorney’s fees) incurred in performing its duties under this Section 12.

     13. MISCELLANEOUS.

          13.1 Further Assurances, Etc. U.S. Agent, each Noteholder, Northern and each holder of Additional Future Debt and, by countersigning this Agreement, the Company and each Guarantor, agrees to execute and deliver such other documents and instruments, in form and substance reasonably satisfactory to the Collateral Agent (upon instructions from the Requisite Parties), and shall take such other action, in each case as the Collateral Agent (upon instructions from the Requisite Parties) may reasonably request (at the sole cost and expense of the Company which, by countersigning this Agreement, agrees to pay such costs and expenses), to effectuate and carry out the provisions of this Agreement including, without limitation, by recording or filing in such places as the requesting party may reasonably deem desirable, this Agreement or such other documents or instruments.

          13.2 No Individual Action; Marshaling; Etc. No holder of any Secured Obligations may require the Collateral Agent to take or refrain from taking any action hereunder or under any of the Security Documents or with respect to any of the Collateral except as and to the extent expressly set forth in this Agreement. The Collateral Agent shall have no duty to, and the Company and each Guarantor hereby waives any and all right to require the Collateral Agent to, marshal any assets or otherwise to take any actions with respect to marshaling.

          13.3 Successors and Assigns.

               (a) This Agreement shall be binding on and inure to the benefit of the Collateral Agent, U.S. Agent, each of the Noteholders, Northern and each of the holders of Additional Future Debt who shall have executed and delivered a Joinder Agreement and their respective successors and assigns and shall be binding on the Company and each Guarantor and their respective successors and permitted assigns. Each of the Noteholders, U.S. Agent, Northern and each holder of Additional Future Debt agrees that the provisions of this Agreement apply regardless of any sale, transfer, pledge, assignment, hypothecation or other disposition by such Noteholder, U.S. Agent, U.S. Lenders, Northern or such holder of Additional Future Debt of any Note or of any instrument or right evidencing Bank Credit Agreement Debt, Note Debt, Trade Agreement Debt or Additional Future Debt to any Person. Each Secured Party agrees that it shall not sell, transfer, assign or otherwise dispose of any interest in any Secured Obligation unless the buyer, transferee or assignee assumes in writing the obligations of such Secured Party under this Agreement; provided, however, that it is acknowledged and agreed that (i) any assignment by any U.S. Lender or any assignee thereof of such U.S. Lender’s or assignee’s rights and interest in any Bank Credit Agreement Debt or by any Noteholder or any assignee thereof of such Noteholder’s or assignee’s rights and interests in any Note Debt, or (ii) the sale

42

by any U.S. Lender of a participation in any Bank Credit Agreement Debt or by any Noteholder in any Note Debt shall not require any such assignee or purchaser to assume in writing any obligations under this Agreement and any such assignee or purchaser shall not be deemed a holder of Additional Future Debt by reason of such assignment or sale, but shall be subject to the terms of this Agreement without any further act on the part of such assignee or participant and without the need of any such assignee or participant to sign a Joinder Agreement; provided further, however, that the foregoing shall not prohibit U.S. Agent, U.S. Lenders, any Noteholder, Northern or any holder of Additional Future Debt from pledging or otherwise granting a security interest in any Secured Obligation so long as the pledgee or other secured party, as a condition to its retaining or further transferring such Secured Obligation by way of enforcement of such pledge or other security interest, assumes or causes its transferee to assume in writing the obligations of such Noteholder, U.S. Agent, U.S. Lenders, Northern or such holder of Additional Future Debt under this Agreement.

               (b) No Secured Party may sell any Secured Obligation or any interest therein to any Affiliate of the Company (other than a sale which constitutes a payment under a Guaranty after an Event of Default), or accept any payment of a Secured Obligation from an Affiliate of the Company (other than payments under a Guaranty after an Event of Default), without the consent of the Majority Secured Parties.

          13.4 Notices. All notices and other communications made or required to be given pursuant to this Agreement or the Security Documents shall be in writing and shall be delivered in hand, mailed by United States registered or certified first class mail, postage prepaid, sent by overnight courier or sent by telecopy, confirmed by delivery via courier or postal service, addressed as set forth on Schedule 13.4 hereto or to such other address or addresses as any such party shall specify by notice given to the other parties. Any such notice and other communications shall be deemed to have been duly given or made and to have become effective (i) if delivered by hand, overnight courier or facsimile, at the time of the receipt thereof, and (ii) if sent by registered or certified first class mail postage prepaid, on the fourth (4th) Business Day following the mailing thereof; provided, however, that a Notice of Actionable Default or any other notice to be delivered to the Collateral Agent pursuant to the terms of this Agreement shall not be deemed to have been received by a Responsible Officer of the Collateral Agent until the Collateral Agent actually receives such notice.

          13.5 Termination; Full Release of Collateral.

               (a) The Liens created by the Security Documents, including the Liens of the Collateral Agent, shall terminate and all right, title and interest in the Collateral shall revert to the Company and its successors and assigns upon payment in full in cash of all amounts owed to the Collateral Agent pursuant to Section 5.9 and the satisfaction of each of the following four conditions:

     (i) receipt by the Collateral Agent from Northern of notice stating that either:

43

     (A) the Trade Agreement Debt has been paid in full, in cash, and all commitments under the Trade Agreement have terminated, been canceled or been reduced to zero; or

     (B) the Company’s unsecured debt obligations are Investment Grade; and

     (ii) receipt by the Collateral Agent from each of the Noteholders of notice that either:

     (A) the Note Debt held by such Noteholders has been paid in full, in cash, in accordance with the Note Agreements; or

     (B) the Company’s unsecured debt obligations are Investment Grade; and

     (iii) receipt by the Collateral Agent from U.S. Agent of notice stating that:

     (A) Bank Credit Agreement Debt due to it has been paid in full, in cash, and it has no Undrawn LC Exposure; or

     (B) the Company’s unsecured debt obligations are Investment Grade; and

     (iv) receipt by the Collateral Agent from each of the holders of Additional Future Debt, if any, that either:

     (A) the Additional Future Debt held by such holder or holders has been paid in full, in cash, in accordance with the Additional Future Debt Documents; or

     (B) the Company’s unsecured debt obligations are Investment Grade; and

          The Secured Parties agree to provide the notices contemplated by Section 13.5(a)(i), Section 13.5(a)(ii), Section 13.5(a)(iii) and Section 13.5(a)(iv), under the circumstances provided in such Sections for such notices to be capable of being given, promptly upon the Company’s request.

               (b) Upon the termination of the Collateral Agent’s Liens and the release of the Collateral in accordance with Section 13.5(a), the Collateral Agent will promptly, at the Company’s written request and expense, (i) execute and deliver to the Company such documents as the Company shall reasonably request and to provide evidence of the termination of such security interest, or the release of the Collateral and (ii) deliver or cause to be delivered to the Company all property of the Company constituting Collateral then held by Collateral Agent or any agent thereof.

44

               (c) This Agreement shall terminate automatically when the Liens granted under the Security Documents have terminated and the Collateral has been released to the Company by the Collateral Agent as provided in the foregoing provisions of this Section 13.5.

               (d) If, at any time, any payment made or value received with respect to any Secured Obligation must be returned by the Secured Party receiving the same upon the insolvency, bankruptcy or reorganization of the Company or any Guarantor, or otherwise, with the effect as though such payment had not been made or value received, the Liens in the Collateral created by the Security Documents in favor of the Collateral Agent and the rights of the Collateral Agent to act as agent hereunder and to receive amounts pursuant to this Agreement shall be reinstated to the extent those rights had previously been terminated. In such event each Secured Party agrees that it will pay to the other Secured Parties such amounts so that, after giving effect to the payments hereunder by all Secured Parties, the amounts received by all Secured Parties are not in excess of the amounts to be paid to them hereunder as though any payment so returned had not been made.

               (e) Notwithstanding the foregoing, Section 5.9 and Section 5.10 of this Agreement shall survive, and remain operative and in full force and effect, regardless of the termination of this Agreement.

          13.6 Partial Release of Collateral.

               (a) In connection with any Obligor’s consummation of an Asset Disposition in compliance with the provisions of this Agreement, the Liens of the Collateral Agent in the Asset Disposition Collateral in respect of such Asset Disposition shall be released and all right, title and interest therein shall revert to such Obligor and its successors and assigns upon satisfaction of the following conditions:

     (i) if such Asset Disposition is not an Approved Asset Disposition and if the net book value of such Asset Disposition Collateral, together with the aggregate net book value of all other Asset Disposition Collateral which was the subject of an Asset Disposition (other than an Approved Asset Disposition) in the then current calendar year, is $5,000,000 or less, the Collateral Agent shall, at such Obligor’s request and expense, release all of its Liens with respect to such Asset Disposition Collateral as soon as reasonably possible (but no later than the consummation of such Asset Disposition) provided that the Company shall have delivered to the Collateral Agent and to each holder of Secured Obligations an Asset Disposition Certificate in respect of such Asset Disposition at least twenty (20) days prior to the consummation of such Asset Disposition; or

     (ii) if such Asset Disposition is not an Approved Asset Disposition and if the net book value of such Asset Disposition Collateral, together with the aggregate net book value of all other Asset Disposition Collateral which was the subject of an Asset Disposition (other than an

45

Approved Asset Disposition) in the then current calendar year, is more than $5,000,000, the Collateral Agent shall, at the Company’s request and expense, release all of its Liens with respect to such Asset Disposition Collateral no later than the consummation of such Asset Disposition; provided that (a) the Company shall have delivered to the Collateral Agent and to each holder of Secured Obligations an Asset Disposition Certificate in respect of such Asset Disposition at least thirty (30) days prior to the proposed consummation date of such Asset Disposition, and (b) the Requisite Parties do not instruct the Collateral Agent to not release the Asset Disposition Collateral within such thirty (30) day period; or

     (iii) if such Asset Disposition is an Approved Asset Disposition approved by the Requisite Parties as provided in the definition thereof, then the Collateral Agent shall, at the Company’s request and expense, release all of its Liens with respect to the Asset Disposition Collateral which is the subject of such Approved Asset Disposition no later than the consummation of such Asset Disposition.

          In each such instance, upon satisfaction of the foregoing conditions, the Collateral Agent will promptly, at the Company’s written request and expense; (i) execute and deliver to the Company such documents as the Company shall reasonably request and provide to evidence the release of its Lien in such Asset Disposition Collateral and (ii) deliver or cause to be delivered to the Obligors, all Property of the Obligors constituting such Asset Disposition Collateral then held by the Collateral Agent or any agent thereof so long as, in each such case, the Collateral Agent obtains a perfected security interest in Collateral received as proceeds of such Asset Disposition, and it shall have received an opinion of nationally recognized independent outside counsel to such effect if such Collateral is real estate or property in which a security interest is perfected by means other than the filing of a financing statement.

               (b) Whether or not instructed by the Secured Parties, the Collateral Agent may release any Collateral and may provide any release, termination statement or instrument of subordination required by order of a court of competent jurisdiction.

               (c) To the extent that the Loan Documents of any party permit any Disposition to which such party’s consent is required pursuant to this Section 13.6, such party agrees to provide that consent promptly following a written request by the Company. But nothing in this Section 13.6 shall (i) be deemed to imply any waiver of any restriction on Dispositions under the Bank Credit Agreement Documents, the Note Documents, the Trade Agreement, the Additional Debt Documents or any other Loan Document, or (ii) without the prior written consent of the Requisite Parties, authorize the Collateral Agent in any bankruptcy case to enter into any agreement for, or give any authorization or consent with respect to, the post-petition usage of Collateral.

     Notwithstanding anything to the contrary in this Agreement (including Section 14.11) or in any Security Document, nothing in this Agreement or in any Security Document shall or shall be construed as waiving, modifying or otherwise altering any obligation of any Secured Party to

46

release any Collateral from the Lien of any Security Document upon the terms and conditions contained in any Loan Document.

          13.7 Applicable Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF ILLINOIS (WITHOUT REFERENCE TO ITS CONFLICT OF LAWS PRINCIPLES).

          13.8 Severability. In case any one or more of the provisions contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. The parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provision.

          13.9 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute but one instrument.

          13.10 Section Headings. The Section headings used herein are for convenience of reference only and are not to affect the construction of or be taken into consideration in interpreting this Agreement.

          13.11 Complete Agreement. This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes and all other prior representations, negotiations, writings, memoranda and agreements except as provided below. Except as expressly provided herein, to the extent any provision of this Agreement supplements, modifies or conflicts with any provision of the Trade Agreement, the Bank Credit Agreement, the Note Agreement or any other Credit Document, the provisions of this Agreement shall be controlling. Nothing in this Agreement, expressed or implied, is intended to confer upon any person other than the parties hereto any rights or remedies under or by reason of this Agreement.

          13.12 Additional Future Debt. At the request of the Company, holders of additional unsecured indebtedness of the Company incurred in compliance with the terms of the Loan Documents may from time to time after the date of this Agreement become parties hereto by executing and delivering a Joinder Agreement to this Agreement in substantially the form attached as Exhibit A hereto in accordance with the requirements of this Section 13.12. Each of the undersigned agrees that, effective from and after the date of the execution and delivery by the Company, each Guarantor, the Collateral Agent, each existing Secured Party and any holder of such additional indebtedness of a Joinder Agreement, such holder shall be, and shall be deemed for all purposes to be, a party hereto with the same force and effect, and subject to the same agreements, representations, covenants, guarantees, indemnities, liabilities and obligations, as if such holder were, effective as of such date, an original signatory to this Agreement.

[SIGNATURES FOLLOW ON NEXT PAGE]

47

     IN WITNESS WHEREOF, the Collateral Agent Bank, the Collateral Agent, the Noteholders, U.S. Agent, Northern, the Company and each of the Guarantors have caused this Collateral Agency and Intercreditor Agreement to be duly executed by their duly authorized officers, all as of the day and year first above written.

BANK OF AMERICA, N.A., in its individual capacity and in its capacity as Collateral Agent, As Applicable
By:	/s/ David A. Johanson
	Name:	David A. Johanson
	Title:	Vice President
BANK OF AMERICA, N.A., as U.S. Agent for U.S. Lenders
By:	/s/ David A. Johanson
	Name:	David A. Johanson
	Title:	Vice President
THE NORTHERN TRUST COMPANY
By:	/s/ Peter J. Hallan
	Name:	Peter J. Hallen
	Title:	Vice President
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
By:	/s/ G. Anthony Coletta
	Name:	G. Anthony Coletta
	Title:	Vice President
PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY
By:	/s/ G. Anthony Coletta
	Name:	G. Anthony Coletta
	Title:	Vice President

SIGNATURE PAGE TO AMENDED AND RESTATED COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT

ACCEPTED AND AGREED TO:
A. M. CASTLE & CO.
By:	/s/ Michael H. Goldberg
	Name: Michael H. Goldberg
	Title: President & CEO
DATAMET, INC.
By:	/s/ Jerry M. Aufox
	Name: Jerry M. Aufox
	Title: Secretary
KEYSTONE TUBE COMPANY, LLC
By:	/s/ Jerry M. Aufox
	Name: Jerry M. Aufox
	Title: Secretary
TOTAL PLASTICS, INC.
By:	/s/ Lawrence A. Boik
	Name: Lawrence A. Boik
	Title: Vice President
PARAMONT MACHINE COMPANY, LLC
By:	/s/ Jerry M. Aufox
	Name: Jerry M. Aufox
	Title: Secretary

SIGNATURE PAGE TO AMENDED AND RESTATED COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT

ADVANCED FABRICATING TECHNOLOGY, LLC
By:	/s/ Jerry M. Aufox
	Name: Jerry M. Aufox
	Title: Secretary

SIGNATURE PAGE TO AMENDED AND RESTATED COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT

OLIVER STEEL PLATE CO.
By:	/s/ Jerry M. Aufox
	Name: Jerry M. Aufox
	Title: Secretary
METAL MART, LLC
By:	/s/ Jerry M. Aufox
	Name: Jerry M. Aufox
	Title: Secretary
TRANSTAR INTERMEDIATE HOLDINGS #2, INC.
By:	/s/ Lawrence A. Boik
	Name: Lawrence A. Boik
	Title: Vice President
TRANSTAR METALS HOLDINGS, INC.
By:	/s/ Michael H. Goldberg
	Name: Michael H. Goldberg
	Title: Vice President
TRANSTAR INVENTORY CORP.
By:	/s/ Lawrence A. Boik
	Name: Lawrence A. Boik
	Title: Vice President
TRANSTAR METALS CORP.
By:	/s/ Lawrence A. Boik
	Name: Lawrence A. Boik
	Title: Vice President

SIGNATURE PAGE TO AMENDED AND RESTATED COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT

TRANSTAR MARINE CORP.
By:	/s/ Lawrence A. Boik
	Name: Lawrence A. Boik
	Title: Vice President

SIGNATURE PAGE TO AMENDED AND RESTATED COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT

SCHEDULE 1.1

EXISTING FIRST PRIORITY LIENS

None.

SCHED 1.1-1

SCHEDULE 13.4

(ADDRESSES)

The Prudential Insurance Company
of America
Two Prudential Plaza, Suite 5600
180 North Stetson Avenue
Chicago, IL 60601
Attn: Wiley S. Adams
Fax: (312) 540-4222

Prudential Retirement Insurance
and Annuity Company
Two Prudential Plaza, Suite 5600
180 North Stetson Avenue
Chicago, IL 60601
Attn: Wiley S. Adams
Fax: (312) 540-4222

Bank of America, N.A.,
as U.S. Agent
231 South LaSalle Street
Mail Code: IL1-231-06-40
Chicago, IL 60697
Attn: Craig W. McGuire
Fax: (312) 828-1974

The Northern Trust Company
50 South LaSalle Street
Chicago, IL 60675
Attn: Greta Satek, Vice President
Fax: (312) 630-6105

Bank of America, N.A.,
as Collateral Agent
231 South LaSalle Street
Mail Code: IL1-231-08-30
Chicago, IL 60697
Attn: Linda K. Lov
Fax: (877) 206-1766

SCHED 13.4-1

EXHIBIT A

[FORM OF JOINDER AGREEMENT]

JOINDER AGREEMENT NO. ___ TO
AMENDED AND RESTATED
COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT

Re: A. M. CASTLE & CO.

     This Joinder Agreement is made as of ___, by and among (a) the Collateral Agent, (b) the existing Secured Parties and (c) ___ (the “New Secured Party”).

     A. Reference is made to the Amended and Restated Collateral Agency and Intercreditor Agreement dated as of September 5, 2006 (as such Agreement may be supplemented, amended, restated or consolidated from time to time, the “Intercreditor Agreement”) by and among the Collateral Agent and the Secured Parties (as defined therein), under which such Persons have set forth their rights to the Collateral of the Company and certain of its Subsidiaries.

     B. Capitalized terms used but not otherwise defined in this Joinder Agreement have the respective meanings given to such terms in the Intercreditor Agreement, including the definitions of terms incorporated in the Intercreditor Agreement by reference to other agreements.

     C. The Intercreditor Agreement provides that additional Persons may from time to time after the date of the Intercreditor Agreement become parties thereto by executing and delivering a supplemental agreement to the Intercreditor Agreement in the form of this Joinder Agreement.

     D. On the date hereof [describe event creating Additional Future Debt].

     For valuable consideration, each of the undersigned severally (and not jointly, or jointly and severally) agrees as follows:

          1. The New Secured Party has received a copy of, and has reviewed, the Intercreditor Agreement in existence on the date of this Joinder Agreement and is executing and delivering this Joinder Agreement pursuant to the terms of Intercreditor Agreement.

          2. The New Secured Party (a) has delivered to each of the Secured Parties and the Collateral Agent a copy of all documents, instruments and agreements evidencing all indebtedness of the Company or any Subsidiary in favor of the New Secured Party in existence on the date of this Joinder Agreement and (b) is executing and delivering this Joinder Agreement pursuant to the terms of the Intercreditor Agreement.

          3. Effective from and after the date this Joinder Agreement is executed and delivered by the undersigned, (i) the New Secured Party is, and shall be deemed for all purposes

A-1

to be, a party to the Intercreditor Agreement as a holder of Additional Future Debt with the same force and effect, and subject to the same agreements, representations, covenants, guarantees, indemnities, liabilities and obligations, as if such New Secured Party was, effective as of the date of this Joinder Agreement, a party to the Intercreditor Agreement as an original signatory thereto, (ii) the [describe Additional Future Debt] shall constitute Additional Future Debt, and (iii) the New Secured Party hereby confirms its appointment of the Collateral Agent Bank to act as collateral agent pursuant to the Intercreditor Agreement and the Security Documents in accordance with Section 5.1 of the Intercreditor Agreement.

          4. This Joinder Agreement may be executed in counterparts. Each executed counterpart shall be deemed to be an original and all counterparts taken together shall constitute one and the same Joinder Agreement. Delivery of an executed signature page to this Joinder Agreement by any party hereto by facsimile transmission shall be as effective as delivery of a manually executed copy of this Joinder Agreement by such Person.

          5. This Joinder Agreement is a contract made under, and will for all purposes be governed by and interpreted and enforced according to, the internal laws of the State of Illinois excluding any conflict of laws rule or principle which might refer these matters to the laws of another jurisdiction.

          6. This Joinder Agreement and the Intercreditor Agreement shall be binding upon each New Secured Party and their respective successors and assigns.

     IN WITNESS OF WHICH this Joinder Agreement has been duly executed and delivered by each of the undersigned as of the date indicated on the first page of this Joinder Agreement.

[HOLDER OF ADDITIONAL DEBT]
By:
	Name:
	Title:

BANK OF AMERICA, N.A., in its individual capacity and in its capacity as Collateral Agent, As Applicable
By:
	Name:
	Title:

A-2

BANK OF AMERICA, N.A., as U.S. Agent
By:
	Name:
	Title:
THE NORTHERN TRUST COMPANY
By:
	Name:
	Title:
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
By:
	Name:
	Title:
PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY
By:
	Name:
	Title:
ACCEPTED AND AGREED TO:
A. M. CASTLE & CO.
By:
	Name:
	Title:

A-3

DATAMET, INC.
By:
	Name:
	Title:
KEYSTONE TUBE COMPANY, LLC
By:
	Name:
	Title:
TOTAL PLASTICS, INC.
By:
	Name:
	Title:
PARAMONT MACHINE COMPANY, LLC
By:
	Name:
	Title:
ADVANCED FABRICATING TECHNOLOGY, LLC
By:
	Name:
	Title:
OLIVER STEEL PLATE CO.
By:
	Name:
	Title:

A-4

METAL MART, LLC
By:
	Name:
	Title:
TRANSTAR INTERMEDIATE HOLDINGS #2, INC.
By:
	Name:
	Title:
TRANSTAR METALS HOLDINGS, INC.
By:
	Name:
	Title:
TRANSTAR INVENTORY CORP.
By:
	Name:
	Title:
TRANSTAR METALS CORP.
By:
	Name:
	Title:
TRANSTAR MARINE CORP.
By:
	Name:
	Title:

A-5

EXHIBIT B

FORM OF PERFECTION CERTIFICATE

     In response to the queries set out in the attached questionnaire, the undersigned, the Secretary of ___, a ___ corporation (the “Company”), hereby certifies, with reference to a certain Amended and Restated Security Agreement dated as of September 5, 2006 (terms defined in such Security Agreement having the same meanings herein as specified therein), between the Company, Obligors and Bank of America, N.A. (the “Collateral Agent”), to the Collateral Agent as follows:

1.	Exact Legal Name
2.	Other Identifying Factors

(a)	Mailing Address:
(b)	Place Of Business (If Different From Mailing Address) Or Chief Executive Office
(c)	Type of Organization

Type of		Organizational
Organization	Jurisdiction	Identification #

(d)	Jurisdiction – see table above
(e)	Organizational Identification Number – see table above

3. Other Names, Etc.

(a) Other Names (During The Past 5 Years):

(i) All Other Names Used by the Companies:

B-1

(ii) Names Relating To Any Other Business Or Organization To Which The Company Became The Successor By Merger, Consolidation, Acquisition, Change In Form, Nature Or Jurisdiction Of Organization Or Otherwise:

(b) See Schedule 3

4. Other Current Locations

(a) Address of Location of Books and Records

Address County State

(b) All Other Places of Business of the Company

Address County State

(c) Locations Where Any Of The Collateral (inventory or equipment) Is Located:

Name Mailing Address County State

(d) Persons Or Entities Which Have Possession Or Are Intended to Have Possession of Collateral (instruments, chattel paper, inventory or equipment):

(i) See 4(c) above.

B-2

5. Prior Locations

(a) Locations Or Place Of Business During The Past 5 Years In A State In Which The Company Previously Has Maintained A Location Or Place Of Business At Any Time During The Past 4 Months:

Address County State

(b) Locations, Persons Or Entities With Which Any of the Collateral (instruments, chattel paper, inventory or equipment) Previously Has Been Held At Any Time During the Past 12 Months:

6. Fixtures

(a)	Leased locations.
(b)	Owned locations.

7. Intellectual Property

(a) See Schedule 7.

8. Securities; Instruments

(a) See Schedule 8.

9.	Motor Vehicles
10.	Other Titled Collateral
11.	Bank Accounts
12.	Unusual Transactions

B-3

13.	Commercial Tort Claims
14.	File Search Reports

(a)	Copies of searches to be provided as received. See Schedule 14(a) for a list of all searches completed to date.
(b)	Copies of each financing statement or other filing identified in such file search reports to be provided.

15.	UCC Filings
16.	Termination Statements
17.	Schedule of Filing
18.	Filing Fees

     IN WITNESS WHEREOF, I have hereunto signed this Perfection Certificate as of this ___ day of ___, ___.

By:
	Name:
	Title:

B-4

EXHIBIT C

SECURITY DOCUMENT AMENDMENTS

1. Amended and Restated Security Agreement among the Collateral Agent, the Company and the Guarantors

2. Amended and Restated Stock Pledge Agreement between the Collateral Agent and the Company

3. Stock Pledge Agreement between the Collateral Agent and Transtar Intermediate Holdings, Inc.

4. Stock Pledge Agreement between the Collateral Agent and Transtar Metals Holdings, Inc.

5. Amended and Restated Trademark Collateral and Security Pledge Agreement among the Collateral Agent, the Company and Total Plastics, Inc.

6. First Amendment to Mortgage, Security Agreement, Financing Statement and Assignment of Rents and Leases with respect to the real property commonly known as 3400 North Wolf Road, Franklin Park, IL 60131

7. First Amendment to Mortgage, Security Agreement, Financing Statement and Assignment of Rents and Leases with respect to the real property commonly known as 70 Quinsigamond Avenue, Worcester, MA 01610

8. First Amendment to Mortgage, Security Agreement, Financing Statement and Assignment of Rents and Leases with respect to the real property commonly known as 1652 Gezon Parkway, Grand Rapids, MI 49509

9. First Amendment to Mortgage, Security Agreement, Financing Statement and Assignment of Rents and Leases with respect to the real property commonly known as 3100 82nd Lane NE, Blaine, MN 55449

10. First Amendment to Deed of Trust, Security Agreement, Financing Statement, and Assignment of Rents and Leases with respect to the real property commonly known as 11125 Metromont Parkway, Charlotte, NC 28269

11. First Amendment to Open-End Mortgage, Security Agreement, Financing Statement and Assignment of Rents and Leases with respect to the real property commonly known as 26800 Miles Road, Bedford Heights, OH 44146

C-1

12. First Amendment to Open-End Mortgage, Security Agreement, Financing Statement and Assignment of Rents and Leases with respect to the real property commonly known as 299 Canal Road, Fairless Hills, PA 19030

13. First Amendment to Deed of Trust, Security Agreement, Financing Statement, and Assignment of Rents and Leases with respect to the real property commonly known as 2602 Pinewood Drive, Grand Prairie, TX 75051

14. First Amendment to Deed of Trust, Security Agreement, Financing Statement, and Assignment of Rents and Leases with respect to the real property commonly known as 6501 Bingle Road, Houston, TX 77092

15. Environmental Indemnity Agreement among the Company, the Guarantors and the Collateral Agent

16. UCC1 Financing Statements and UCC3 Financing Statement Amendments describing the Collateral and designating Bank of America, N.A., as Collateral Agent as Secured Party

C-2

EX-10.14

EXHIBIT 10.14

AMENDED AND RESTATED
SECURITY AGREEMENT

     AMENDED AND RESTATED SECURITY AGREEMENT, dated as of September 5, 2006, among A. M. Castle & Co., a Maryland Corporation (the “Company”) and the entities set forth on Schedule A hereto (collectively, the “Other Securing Parties”, and together with the Company, collectively, the "Obligors, each individually, an “Obligor”) and Bank of America, N.A., as collateral agent (hereinafter, in such capacity, the “Collateral Agent”) pursuant to, and for the benefit of the Secured Parties (as defined herein) which are or may become parties to, an Amended and Restated Collateral Agency and Intercreditor Agreement dated as of even date herewith (as amended and in effect from time to time, the “Intercreditor Agreement”), among the Obligors, the Collateral Agent and the Secured Parties.

     WHEREAS, the Company has previously entered into various financing arrangements with the Secured Parties; and

     WHEREAS, the Company, certain of the other Obligors, U.S. Bank National Association and certain of the Secured Parties were parties to a Collateral Agency and Intercreditor Agreement, dated as of March 20, 2003 (the “Prior Collateral Agency and Intercreditor Agreement”), pursuant to which U.S. Bank National Association served as collateral agent for the Secured Parties;

     WHEREAS, in connection with the Prior Collateral Agency and Intercreditor Agreement U.S. Bank National Association the Company and certain of the Other Securing Parties entered into a Security Agreement, dated as of March 20, 2003 (the “Prior Security Agreement”);

     WHEREAS, U.S. Bank National Association resigned as collateral agent under the Prior Collateral Agency and Intercreditor Agreement and Bank of America, N.A. was appointed as successor collateral agent;

     WHEREAS, the Prior Collateral Agency and Intercreditor Agreement has been amended and restated pursuant to the Intercreditor Agreement and certain of the Other Securing Parties not previously parties thereto became parties to the Intercreditor Agreement; and

     WHEREAS, each Obligor and the Collateral Agent wish to amend and restate the Prior Security Agreement as provided herein;

     NOW, THEREFORE, in consideration of the promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

     1. Definitions. All capitalized terms used herein without definitions and that are defined in the Intercreditor Agreement shall have the respective meanings provided therefor in the Intercreditor Agreement. The term “State”, as used herein, means the State of Illinois. Terms used herein and not defined herein or in the Intercreditor Agreement that are defined in the Uniform Commercial Code of the State and used herein shall have the same definitions herein as specified therein from time to time. However, if a term is defined in Article 9 of the Uniform Commercial Code of the State differently than in another Article of the Uniform

Commercial Code of the State, the term has the meaning specified in Article 9. As used in this Agreement, the following terms have the respective meanings set forth below or provided for in the section or other part of this Agreement referred to immediately following such term:

     Bailment Threshold Property – means (a) property with an aggregate cost of $50,000 or more if such property is in the possession of any individual trade vendor of any Obligor and, (b) property in the possession of any individual customer of any Obligor if such property has a cost of $800,000 or more or (c) property in the possession of one or more customers of any Obligor to the extent that the aggregate cost of all such property in the possession of all such customers is in excess of $3,000,000 (but only such excess property).

     Joint Venture Rights – means any Obligor’s right or obligation to buy or sell shares of capital stock or other similar equity or ownership interest in a Person pursuant to the terms and conditions of such Person’s constitutive documents or other similar agreements related to the formation of such Person, agreements or arrangements with the other holders of capital stock or other similar equity or ownership interests in such Person (other than the Company or any wholly-owned Subsidiary of the Company) or other similar agreements.

     Revolving Loan Facility – means a loan agreement or similar facility pursuant to which a lender or lenders provides revolving loans to the Company or any Subsidiary for the primary purpose of financing such Person’s ongoing business operations, whether such agreement or facility is secured or unsecured.

     Secured Parties – means the “Secured Parties” under the Intercreditor Agreement and their respective successors and assigns in accordance with the Intercreditor Agreement.

     2. Grant of Security Interest. Each Obligor hereby grants to the Collateral Agent, for the benefit of the Secured Parties, to secure the payment and performance in full of all of the Secured Obligations, a security interest in and pledges and assigns to the Collateral Agent, for the benefit of the Secured Parties, the following properties, assets and rights of such Obligor, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof (all of the same being hereinafter called the “Collateral”): all personal and fixture property of every kind and nature including without limitation all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts (including health-care-insurance receivables), chattel paper (whether tangible or electronic), deposit accounts, letters of credit, letter-of-credit rights (whether or not the letter of credit is evidenced by a writing), commercial tort claims, money, oil, gas or other minerals before extraction, securities and all other investment property, supporting obligations, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles), in each case, other than Excluded Collateral. The Collateral Agent acknowledges that the attachment of its security interest in any commercial tort claim of any Obligor as original collateral is subject to such Obligor’s compliance with Section 4.8.

     3. Authorization to File Financing Statements. Each Obligor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of such Obligor or words of similar effect,

2

regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the Uniform Commercial Code of the State or such jurisdiction, but specifically excluding Excluded Collateral, or (ii) as being of an equal or lesser scope or with greater detail, and (b) provide any other information required by part 5 of Article 9 of the Uniform Commercial Code of the State or such other jurisdiction for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Obligor is an organization, the type of organization and any organizational identification number issued to such Obligor and, (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Each Obligor agrees to furnish any such information to the Collateral Agent promptly upon request. Each Obligor also ratifies its authorization for the Collateral Agent to have filed in any Uniform Commercial Code jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.

     4. Other Actions. Further to insure the attachment and perfection of, and the ability of the Collateral Agent to enforce, the Collateral Agent’s security interest in the Collateral (but in each instance subject to Permitted First Priority Liens, each Obligor agrees, in each case at such Obligor’s expense, to take the following actions with respect to the following Collateral and without limitation on such Obligor’s other obligations contained in this Agreement:

     4.1 Promissory Notes and Tangible Chattel Paper. If any Obligor shall, now or at any time hereafter, hold or acquire any promissory notes or tangible chattel paper not constituting Excluded Collateral in excess of $3,000,000 in the aggregate, such Obligor shall forthwith endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time specify; provided, however, that any such promissory note or tangible chattel paper shall be released and returned to the Obligors (a) pursuant to the conditions set forth in Sections 13.5 or 13.6 of the Intercreditor Agreement or (b) at such time that the obligations evidenced by such promissory note or tangible chattel paper have terminated or have been satisfied and the Obligors shall have certified in writing to the Collateral Agent that such termination or satisfaction has occurred.

     4.2 Deposit Accounts. For each deposit account that any Obligor, now or at any time hereafter, opens or maintains (other than accounts which do not include proceeds of Collateral or funds generated from the sale of products or services by any Obligor), such Obligor shall, at the Collateral Agent’s request and option, pursuant to an agreement in form and substance satisfactory to the Collateral Agent, use its reasonable best efforts to cause the depositary bank to agree to comply without further consent of such Obligor, at any time following the occurrence and during the continuance of an Event of Default with instructions from the Collateral Agent to such depositary bank directing the disposition of funds from time to time credited to such deposit account. The Collateral Agent agrees with the Obligors that the Collateral Agent shall not give any such instructions or withhold any withdrawal rights from the Obligors, unless an Event of Default has occurred and is continuing, or, would occur if effect were given to any withdrawal not otherwise permitted by each of the Credit Documents. The provisions of this paragraph shall not apply to (i) a deposit account for which the Collateral Agent is

3

the depositary bank and is in automatic control, and (ii) any deposit accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of any Obligor’s salaried employees.

     4.3 Investment Property. If any Obligor shall, now or at any time hereafter, hold or acquire any one or more certificated securities not evidencing or constituting Excluded Collateral with a fair market value in excess of $100,000, in the aggregate for all such certificated securities, such Obligor shall forthwith endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time specify. If any securities (not evidencing or constituting Excluded Collateral) now or hereafter acquired by such Obligor are uncertificated and are issued to such Obligor or its nominee directly by the issuer thereof, the Company shall immediately notify the Collateral Agent thereof and, at the Collateral Agent’s request and option, pursuant to an agreement in form and substance satisfactory to the Collateral Agent, use its reasonable efforts to cause the issuer to agree to comply without further consent of such Obligor or such nominee, at any time following the occurrence and during the continuance of an Event of Default with instructions from the Collateral Agent as to such securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Obligor (not evidencing or constituting Excluded Collateral) are held by any Obligor or its nominee through a securities intermediary or commodity intermediary, such Obligor shall immediately notify the Collateral Agent thereof and, at the Collateral Agent’s request and option, pursuant to an agreement in form and substance satisfactory to the Collateral Agent, use its reasonable efforts to cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply, in each case without further consent of such Obligor or such nominee, at any time with entitlement orders or other instructions from the Collateral Agent, subject to the provisions of this Section 4.3 noted below, to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Collateral Agent to such commodity intermediary, subject to the provisions of this Section 4.3 noted below. The Collateral Agent agrees with the Obligors that the Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by the Obligors, unless an Event of Default has occurred and is continuing or would occur, after giving effect to any such investment and withdrawal rights not otherwise permitted by each of the Credit Documents. The provisions of this paragraph shall not apply to any financial assets credited to a securities account for which the Collateral Agent is the securities intermediary.

     4.4 Collateral in the Possession of a Bailee. If any Collateral constituting Bailment Threshold Property is, now or at any time hereafter, in the possession of a bailee, the Obligors shall promptly notify the Collateral Agent thereof and, at the Collateral Agent’s request and option, shall use its reasonable efforts to promptly obtain an acknowledgement from the bailee, in form and substance satisfactory to the Collateral Agent, that the bailee holds such Collateral for the benefit of the Collateral Agent and such bailee’s agreement to comply, without further consent of the Obligors, at any time

4

with instructions of the Collateral Agent as to such Collateral. The Collateral Agent agrees with each Obligor that the Collateral Agent shall not give any such instructions unless an Event of Default has occurred and is continuing or would occur after taking into account any action by the Obligors with respect to the bailee.

     4.5 Electronic Chattel Paper and Transferable Records. If any Obligor, now or at any time hereafter, holds or acquires an interest in any electronic chattel paper or any “transferable record,” as that term is defined in Section 201 of the federal Electronic Signatures in Global and National Commerce Act, or in §16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction, in each case, not constituting Excluded Collateral, such Obligor shall promptly notify the Collateral Agent thereof and, at the request and option of the Collateral Agent, shall take such action as the Collateral Agent may reasonably request to vest in the Collateral Agent control, under §9-105 of the Uniform Commercial Code, of such electronic chattel paper or control under Section 201 of the federal Electronic Signatures in Global and National Commerce Act or, as the case may be, §16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The Collateral Agent agrees with each of the Obligors that the Collateral Agent will arrange, pursuant to procedures satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Agent’s loss of control, for the Obligors to make alterations to the electronic chattel paper or transferable record permitted under UCC §9-105 or, as the case may be, Section 201 of the federal Electronic Signatures in Global and National Commerce Act or §16 of the Uniform Electronic Transactions Act for a party in control to make without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking into account any action by any Obligor with respect to such electronic chattel paper or transferable record.

     4.6 Letter-of-credit Rights. If any Obligor is, now or at any time hereafter, a beneficiary under a letter of credit in a face amount in excess of $500,000, such Obligor shall promptly notify the Collateral Agent thereof and, at the request and option of the Collateral Agent, such Obligor shall, pursuant to an agreement in form and substance satisfactory to the Collateral Agent, use its reasonable efforts to either (a) arrange for the issuer and any confirmer of such letter of credit to consent to a collateral assignment to the Collateral Agent of the proceeds of the letter of credit or (b) arrange for the Collateral Agent to become the transferee beneficiary of the letter of credit, with the Collateral Agent agreeing, in each case, that the proceeds of the letter of credit are to be applied as provided in the Intercreditor Agreement.

     4.7 Commercial Tort Claims. If any Obligor shall, now or at any time hereafter, hold or acquire a commercial tort claim in an amount in excess of $500,000, such Obligor shall immediately notify the Collateral Agent in a writing signed by such Obligor of the particulars thereof and grant to the Collateral Agent, for the benefit of the Secured Parties and the Collateral Agent, in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to the Collateral Agent.

     4.8 Other Actions as to any and all Collateral. Each Obligor further agrees, upon the request of the Collateral Agent and at the Collateral Agent’s option, to take any

5

and all other actions as the Collateral Agent may reasonably determine to be necessary or useful for the attachment, and perfection of, and the ability of the Collateral Agent to enforce, the Collateral Agent’s security interest in any and all of the Collateral, including, without limitation, (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial Code, to the extent, if any, that any Obligor’s signature thereon is required therefor, (b) causing the Collateral Agent’s name to be noted as secured party on any certificate of title for a titled good with a book value in excess of $50,000 if such notation is a condition to attachment, perfection of, or ability of the Collateral Agent to enforce, the Collateral Agent’s security interest in such Collateral, (c) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection, or ability of the Collateral Agent to enforce, the Collateral Agent’s security interest in such Collateral, (d) using commercially reasonable efforts to obtain governmental and other third party waivers, consents and approvals, in form and substance reasonably satisfactory to the Collateral Agent, including, without limitation, any consent of any licensor, lessor or other person obligated on Collateral, and (e) taking all actions under any earlier versions of the Uniform Commercial Code or under any other law, as reasonably determined by the Collateral Agent to be applicable in any relevant Uniform Commercial Code or other jurisdiction, including any foreign jurisdiction.

     5. Relation to Other Security Documents. The provisions of this Agreement supplement the provisions of any real estate mortgage or deed of trust granted by the Company to the Collateral Agent, for the benefit of the Secured Parties and the Collateral Agent, and which secures the payment or performance of any of the Obligations. Nothing contained in any such real estate mortgage or deed of trust shall derogate from any of the rights or remedies of the Collateral Agent or any of the Secured Parties hereunder. In addition to the provisions of this Agreement being so read and construed with any such mortgage or deed of trust, the provisions of this Agreement shall be read and construed with the other Security Documents referred to below in the manner so indicated.

     5.1 Amended and Restated Stock Pledge Agreement. Concurrently herewith the Company is executing and delivering to the Collateral Agent, for the benefit of the Secured Parties, an amended and restated stock pledge agreement pursuant to which the Company is pledging to the Collateral Agent all of the shares of the capital stock or other equity interests of the Company’s subsidiary or subsidiaries which are Guarantors. Such pledge(s) shall be governed by the terms of such stock pledge agreement(s) and not by the terms of this Agreement.

     5.2 Additional Stock Pledge Agreements. Concurrently herewith (a) Total Plastics, Inc. (“TPI”) is executing and delivering to the Collateral Agent, for the benefit of the Secured Parties, a stock pledge agreement pursuant to which TPI is pledging to the Collateral Agent all of the shares of the capital stock or other equity interests of TPI’s subsidiaries which are Guarantors, (b) Transtar Intermediate Holdings #2, Inc. (“Transtar Intermediate”) is executing and delivering to the Collateral Agent, for the benefit of the Secured Parties, a stock pledge agreement pursuant to which Transtar Intermediate is pledging to the Collateral Agent all of the shares of the capital stock or

6

other equity interests of Transtar Intermediate’s subsidiaries which are Guarantors, and (c) Transtar Metals Holdings, Inc. (“Transtar Metals”) is executing and delivering to the Collateral Agent, for the benefit of the Secured Parties, a stock pledge agreement pursuant to which Transtar Metals is pledging to the Collateral Agent all of the shares of the capital stock or other equity interests of Transtar Metal’s subsidiaries which are Guarantors. Such pledge(s) shall be governed by the terms of such stock pledge agreement(s) and not by the terms of this Agreement.

     5.3 Amended and Restated Trademark Collateral and Security Agreement. Concurrently herewith the Company and TPI will execute and deliver to the Collateral Agent, for the benefit of the Secured Parties, an amended and restated trademark collateral and security agreement pursuant to which each such Obligor will pledge to the Collateral Agent all of its rights and interests in any trademarks in which such Obligor has an interest. Such pledge shall be governed by the terms of such trademark and collateral and security agreement and not by the terms of this Agreement, other than Section 2 hereof.

     6. Representations and Warranties Concerning Obligors’ Legal Status. The Obligors have previously delivered to the Collateral Agent a certificate signed by each Obligor and entitled “Perfection Certificate” (the “Perfection Certificate”). Each Obligor represents and warrants to the Secured Parties and the Collateral Agent as of the date hereof as follows: (a) each Obligor’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof, (b) each Obligor is an organization of the type, and is organized in the jurisdiction, set forth in the Perfection Certificate, (c) the Perfection Certificate accurately sets forth each Obligor’s organizational identification number or accurately states that each Obligor has none, (d) the Perfection Certificate accurately sets forth each Obligor’s place of business or, if more than one, its chief executive office, as well as its mailing address, if different, (e) all other information set forth on the Perfection Certificate pertaining to each Obligor is accurate and complete in all material respects, and (f) there has been no change in any of such information since the date on which the Perfection Certificate was signed by each Obligor.

     7. Covenants Concerning Obligor’s Legal Status. Each Obligor covenants with the Secured Parties and the Collateral Agent as follows: (a) without providing written notice to the Collateral Agent not later than 30 days after any change referred to below, no Obligor will change its name, its place of business or, if more than one, chief executive office, or its mailing address or organizational identification number if it has one, (b) if any Obligor does not have an organizational identification number and later obtains one, such Obligor will forthwith notify the Collateral Agent of such organizational identification number, and (c) such Obligor will not change its type of organization, jurisdiction of organization or other legal structure unless such change is otherwise not prohibited by each of the Credit Documents and the Collateral Agent shall have received written notice of such change not later than 30 days after any such change.

     8. Representations and Warranties Concerning Collateral, Etc. Each Obligor further represents and warrants to the Secured Parties and the Collateral Agent as of the date hereof as follows: (a) each Obligor is the owner of the Collateral, free from any right or claim of any Person or any Lien, except for the security interest created by this Agreement and permitted by each of the Loan Documents, (b) none of the Collateral constitutes, or is the proceeds of, “farm products” as defined in §9-102(a)(34) of the Uniform Commercial Code of the State,

7

(c) the none of the Obligors holds any commercial tort claims except as indicated on the Perfection Certificate, (d) each Obligor has at all times operated its business in compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances to the extent that any failure to so operate could result in or cause to occur a material adverse impairment to the Collateral or the Lien created hereby, (e) all other information set forth on the Perfection Certificate pertaining to the Collateral is accurate and complete in all material respects, and (f) there has been no change in any of such information since the date on which the Perfection Certificate was signed by the Obligors.

     9. Covenants Concerning Collateral, Etc. Each Obligor further covenants with the Secured Parties and the Collateral Agent as follows: (a) (except as permitted by clause (h) and except for Collateral not constituting Bailment Threshold Property), the Collateral, to the extent not delivered to the Collateral Agent pursuant to Section 4, will be kept at those locations listed on the Perfection Certificate and none of the Obligors will remove the Collateral from such locations, without providing at least 30 days prior written notice to the Collateral Agent, (b) except for the security interest herein granted and Liens permitted by each of the Credit Documents or the Intercreditor Agreement, one or more of the Obligors shall be the owner of the Collateral free from any right or claim of any other Person (other than Joint Venture Rights) or any Lien, and each of the Obligors shall defend the same against all claims and demands of all Persons at any time claiming the same or any interests therein adverse to the Collateral Agent or any of the Secured Parties, (c) no Obligor shall pledge, mortgage or create, or suffer to exist any right of any Person in or claim by any Person to the Collateral, or any Lien in the Collateral in favor of any Person, other than the Collateral Agent except for Liens permitted by each of the Credit Documents and the Intercreditor Agreement, (d) each of the Obligors will keep the Collateral in good order and repair and will not use the same in violation of law (to the extent that any failure to so operate could result in or cause to occur a material adverse impairment to the Collateral or the Lien created hereby) and will comply, in all material respects, with the terms of any policy of insurance thereon, (e) each of the Obligors will permit the Collateral Agent, or its designee, to inspect the Collateral in its possession at any reasonable time and to take all reasonable steps to permit the same with respect to any Collateral in the possession of Persons other than the Obligors, (f) each of the Obligors will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement other than those in dispute by appropriate procedures, (g) each Obligor will continue to operate, its business in compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances to the extent that any failure to so operate could result in or cause to occur a material adverse impairment to the Collateral or the Lien created hereby, and (h) none of the Obligors will sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for sales of inventory in the ordinary course of business and, so long as no Default or Event of Default then exists, sales or other dispositions as otherwise permitted by each of the Credit Documents. Each of the Secured Parties agrees to instruct the Collateral Agent to release its security interest in the Collateral in connection with any such sale or disposition pursuant to the terms of the Intercreditor Agreement.

8

     10. Insurance.

     10.1 Maintenance of Insurance. Each Obligor will maintain with financially sound and reputable insurers insurance with respect to its properties and business against such casualties and contingencies as shall be in accordance with general practices of businesses engaged in similar activities in similar geographic areas. Such insurance shall be in such minimum amounts that no Obligor will be deemed a co-insurer under applicable insurance laws, regulations and policies and otherwise shall be in such amounts, contain such terms, be in such forms and be for such periods as may be reasonably satisfactory to the Collateral Agent. All proceeds of insurance shall be paid and distributed in accordance with the terms of the Intercreditor Agreement. Without limiting the foregoing, each Obligor will, in accordance with prudent and reasonable business standards, (a) keep all of its physical property insured with casualty or physical hazard insurance on an “all risks” basis, with broad form flood and earthquake coverages and electronic data processing coverage, (b) maintain all such workers’ compensation or similar insurance as may be required by law and (c) maintain, in amounts equal to those generally maintained by businesses engaged in similar activities in similar geographic areas: (i) general public liability insurance against claims of bodily injury, death or property damage occurring, on, in or about the properties of each Obligor; (ii) business interruption insurance; and (iii) product liability insurance.

     10.2 Insurance Proceeds. The proceeds of any casualty insurance in respect of any casualty loss of any of the Collateral shall be paid and disbursed in accordance with the terms of the Intercreditor Agreement.

     10.3 Continuation of Insurance. All policies of insurance shall provide for at least 30 days prior written cancellation notice to the Collateral Agent. In the event of failure by any Obligor to provide and maintain insurance as herein provided, the Collateral Agent may, at its option, provide such insurance and charge the amount thereof to any one or more of the Obligors. Each Obligor shall furnish the Collateral Agent with certificates of insurance and policies evidencing compliance with the foregoing insurance provision.

     11. Collateral Protection Expenses; Preservation of Collateral.

     11.1 Expenses incurred by Collateral Agent. In the Collateral Agent’s discretion at any time following the occurrence and during the continuance of an Event of Default, if any Obligor fails to do so, the Collateral Agent may discharge taxes and other encumbrances at any time levied or placed on any of the Collateral, maintain any of the Collateral, make repairs thereto and pay any necessary filing fees or insurance premiums. Each Obligor agrees to reimburse the Collateral Agent on demand for all expenditures so made. The Collateral Agent shall have no obligation to any Obligor to make any such expenditures, nor shall the making thereof be construed as a waiver or cure of any Default or Event of Default.

     11.2 Collateral Agent’s Obligations and Duties. Anything herein to the contrary notwithstanding, each Obligor shall remain obligated and liable under each contract or agreement comprised in the Collateral to be observed or performed by such

9

Obligor thereunder. Neither the Collateral Agent nor any Secured Party shall have any obligation or liability under any such contract or agreement by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any Secured Party of any payment relating to any of the Collateral, nor shall the Collateral Agent or any Secured Party be obligated in any manner to perform any of the obligations of any Obligor under or pursuant to any such contract or agreement, to make inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any Secured Party in respect of the Collateral or as to the sufficiency of any performance by any party under any such contract or agreement, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to the Collateral Agent or to which the Collateral Agent or any Secured Party may be entitled at any time or times. The Collateral Agent’s sole duty with respect to the custody, safe keeping and physical preservation of the Collateral in its possession, under §9-207 of the Uniform Commercial Code of the State or otherwise, shall be to deal with such Collateral in the same manner as the Collateral Agent deals with similar property for its own account.

     12. Securities and Deposits. The Collateral Agent may at any time following and during the continuance of an Event of Default, at its option, transfer to itself or any nominee any securities constituting Collateral, receive any income thereon and hold such income as additional Collateral or apply it to the Obligations pursuant to the terms of the Intercreditor Agreement. Whether or not any Obligations are due, the Collateral Agent may following and during the continuance of an Event of Default demand, sue for, collect, or make any settlement or compromise which it deems desirable with respect to the Collateral.

     13. Notification to Account Debtors and Other Persons Obligated on Collateral. If an Event of Default shall have occurred and be continuing, each of the Obligors shall, at the request and option of the Collateral Agent, notify account debtors with respect to the Collateral and other Persons obligated on any of the Collateral of the security interest of the Collateral Agent in any account, chattel paper, general intangible, instrument or other Collateral and that payment thereof is to be made directly to the Collateral Agent or to any financial institution designated by the Collateral Agent as the Collateral Agent’s agent therefor, and the Collateral Agent may itself, if an Event of Default shall have occurred and be continuing, without notice to or demand upon any Obligor, so notify account debtors and other Persons obligated on Collateral. After the making of such a request or the giving of any such notification, the Obligors shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by any Obligor as trustee for the Collateral Agent, for the benefit of the Secured Parties and the Collateral Agent, without commingling the same with other funds of any one or more of the Obligors and shall turn the same over to the Collateral Agent in the identical form received, together with any necessary endorsements or assignments. The Collateral Agent shall apply the proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Collateral Agent to the Secured Obligations as contemplated by the Intercreditor Agreement.

     14. Power of Attorney.

     14.1 Appointment and Powers of Collateral Agent. Each Obligor hereby irrevocably constitutes and appoints the Collateral Agent and any officer or agent thereof,

10

with full power of substitution, as its true and lawful attorneys-in-fact with full irrevocable power and authority in the place and stead of each such Obligor or in the Collateral Agent’s own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of such Obligor, without notice to or assent by any such Obligor, to do the following:

     (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State and as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and to do, at the Obligors’ expense, at any time, or from time to time, all acts and things which the Collateral Agent deems necessary or useful to protect, preserve or realize upon the Collateral and the Collateral Agent’s security interest therein, in order to effect the intent of this Agreement, all no less fully and effectively as such Obligor might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to such Obligor, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Collateral Agent so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and

     (b) to the extent that such Obligor’s authorization given in Section 3 is not sufficient, to file such financing statements with respect hereto, with or without such Obligor’s signature, or a photocopy of this Agreement in substitution for a financing statement, as the Collateral Agent may deem appropriate and to execute in such Obligor’s name such financing statements and amendments thereto and continuation statements which may require the signature of such Obligor.

     14.2 Ratification by the Obligors. To the extent permitted by law, each Obligor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and is irrevocable.

     14.3 No Duty on Collateral Agent. The powers conferred on the Collateral Agent hereunder are solely to protect the interests of the Collateral Agent and the Secured Parties in the Collateral and shall not impose any duty upon the Collateral Agent to exercise any such powers. The Collateral Agent shall be accountable only for the amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or agents shall be responsible to any Obligor

11

or to the Secured Parties for any act or failure to act, except for the Collateral Agent’s own gross negligence or willful misconduct.

     15. Rights and Remedies. If an Event of Default shall have occurred and be continuing, subject to the terms and conditions of the Intercreditor Agreement, the Collateral Agent, without any other notice to or demand upon any Obligor, shall have in any jurisdiction in which enforcement hereof is sought, in addition to all other rights and remedies, the rights and remedies of a secured party under the Uniform Commercial Code of the State and any additional rights and remedies as may be provided to a secured party in any jurisdiction in which Collateral is located, including, without limitation, the right to take possession of the Collateral, and for that purpose the Collateral Agent may, so far as any one or more of the Obligors can give authority therefor, enter upon any premises on which the Collateral may be situated and remove the same therefrom. The Collateral Agent may in its discretion require each Obligor to assemble all or any part of the Collateral at such location or locations within the jurisdiction(s) of such Obligor’s principal office(s) or at such other locations as the Collateral Agent may reasonably designate. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Collateral Agent shall give to the Obligors at least ten (10) days prior written notice to it of the time and place of any public sale of Collateral or of the time after which any private sale or any other intended disposition is to be made. Each Obligor hereby acknowledges that ten (10) days prior written notice of such sale or sales shall be reasonable notice. In addition, to the fullest extent permitted by applicable law, each Obligor waives any and all rights that it may have to a judicial hearing in advance of the enforcement of any of the Collateral Agent’s rights and remedies hereunder, including, without limitation, its right following and during the continuance of an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies with respect thereto.

     16. Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on the Collateral Agent to exercise remedies in a commercially reasonable manner, each Obligor acknowledges and agrees that it is not commercially unreasonable for the Collateral Agent (a) to fail to incur expenses reasonably deemed significant by the Collateral Agent to prepare Collateral for disposition or otherwise to fail to complete raw material or work in process into finished goods or other finished products for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against account debtors or other persons obligated on Collateral or to fail to remove Liens on or any adverse claims against Collateral, (d) to exercise collection remedies against account debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (e) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (f) to contact other Persons, whether or not in the same business as any of the Obligors, for expressions of interest in acquiring all or any portion of the Collateral, (g) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral is of a specialized nature, (h) to dispose of Collateral by utilizing Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (i) to dispose of assets in wholesale rather than retail markets, (j) to disclaim disposition warranties, (k) to purchase insurance or credit enhancements to insure the

12

Collateral Agent against risks of loss, collection or disposition of Collateral or to provide to the Collateral Agent a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by the Collateral Agent, to obtain the services of brokers, investment bankers, consultants and other professionals to assist the Collateral Agent in the collection or disposition of any of the Collateral. Each Obligor acknowledges that the purpose of this Section 16 is to provide non-exhaustive indications of what actions or omissions by the Collateral Agent would fulfill the Collateral Agent’s duties under the Uniform Commercial Code of the State or any other relevant jurisdiction in the Collateral Agent’s exercise of remedies against the Collateral and that other actions or omissions by the Collateral Agent shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this Section 16. Without limitation upon the foregoing, nothing contained in this Section 16 shall be construed to grant any rights to any Obligor or to impose any duties on the Collateral Agent that would not have been granted or imposed by this Agreement or by applicable law in the absence of this Section 16.

     17. No Waiver by Collateral Agent, etc. The Collateral Agent shall not be deemed to have waived any of its rights and remedies in respect of the Obligations or the Collateral unless such waiver shall be in writing and signed by the Collateral Agent. No delay or omission on the part of the Collateral Agent in exercising any right or remedy shall operate as a waiver of such right or remedy or any other right or remedy. A waiver on any one occasion shall not be construed as a bar to or waiver of any right or remedy on any future occasion. All rights and remedies of the Collateral Agent with respect to the Obligations or the Collateral, whether evidenced hereby or by any other instrument or papers, shall be cumulative and may be exercised singularly, alternatively, successively or concurrently at such time or at such times as the Collateral Agent deems expedient.

     18. Suretyship Waivers by the Obligors. Each Obligor waives demand, notice, protest, notice of acceptance of this Agreement, notice of loans made, credit extended, Collateral received or delivered or other action taken in reliance hereon and all other demands and notices of any description. With respect to both the Obligations and the Collateral, each Obligor assents to any extension or postponement of the time of payment or any other indulgence, to any substitution, exchange or release of or failure to perfect any security interest in any Collateral, to the addition or release of any party or Person primarily or secondarily liable, to the acceptance of partial payment thereon and the settlement, compromising or adjusting of any thereof, all in such manner and at such time or times as the Collateral Agent may deem advisable. The Collateral Agent shall have no duty as to the collection or protection of the Collateral or any income therefrom, the preservation of rights against prior parties, or the preservation of any rights pertaining thereto beyond the safe custody thereof as set forth in Section 11.2. Each Obligor further waives any and all other suretyship defenses.

     19. Marshalling. Neither the Collateral Agent nor any Secured Party shall be required to marshal any present or future collateral security (including but not limited to the Collateral) for, or other assurances of payment of, the Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order, and all of the rights and remedies of the Collateral Agent or any Secured Party hereunder and of the Collateral Agent or any Secured Party in respect of such collateral security and other assurances of payment shall be cumulative and in addition to all other rights and remedies, however existing or

13

arising. To the extent that it lawfully may, each Obligor hereby agrees that it will not invoke any law relating to the marshalling of collateral which might cause delay in or impede the enforcement of the Collateral Agent’s rights and remedies under this Agreement or under any other instrument creating or evidencing any of the Obligations or under which any of the Obligations is outstanding or by which any of the Obligations is secured or payment thereof is otherwise assured, and, to the extent that it lawfully may, the Company hereby irrevocably waives the benefits of all such laws.

     20. Proceeds of Dispositions; Expenses. Each Obligor shall pay to the Collateral Agent on demand any and all expenses, including reasonable attorneys’ fees and disbursements, incurred or paid by the Collateral Agent in protecting, preserving or enforcing the Collateral Agent’s rights and remedies under or in respect of any of the Obligations or any of the Collateral. After deducting all of said expenses, the residue of any proceeds of collection or sale or other disposition of Collateral shall, to the extent actually received in cash, be applied to the payment of the Obligations in such order or preference as is provided in the Intercreditor Agreement. Upon the final payment and satisfaction in full of all of the Obligations and after making any payments required by Sections 9-608(a)(1)(C) or 9-615(a)(3) of the Uniform Commercial Code of the State, any excess shall be returned to the Obligors. In the absence of final payment and satisfaction in full of all of the Obligations, each of the Obligors shall remain liable for any deficiency.

     21. Overdue Amounts. Until paid, all amounts due and payable by any one or more of the Obligors hereunder shall (a) be a debt secured by the Collateral and (b) bear, whether before or after judgment, interest at the highest rate of interest provided for overdue payments in any of the Credit Documents commencing 30 days after any such Obligor’s receipt of a written notice that such amounts are due and owing. For the avoidance of doubt, all principal, interest and other amounts due under any Credit Document shall bear interest, and default interest, as provided in such Credit Document.

     22. Governing Law; Consent to Jurisdiction. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE. Each Obligor agrees that any action or claim arising out of any dispute in connection with this Agreement, any rights or obligations hereunder or the performance or enforcement of such rights or obligations may be brought in the courts of the State or any federal court sitting therein and consents to the non-exclusive jurisdiction of such court and to service of process in any such suit being made upon any Obligor by mail at the address specified in Section 13.4 of the Intercreditor Agreement. Each Obligor hereby waives any objection that it may now or hereafter have to the venue of any such suit or any such court or that such suit is brought in an inconvenient court.

     23. Waiver of Jury Trial. EACH OBLIGOR, EACH SECURED PARTY AND THE COLLATERAL AGENT WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS AGREEMENT, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THE PERFORMANCE OR ENFORCEMENT OF ANY SUCH RIGHTS OR OBLIGATIONS. Except as prohibited by law, each Obligor waives any right which it may have to claim or recover in any litigation referred to in the preceding sentence any special, exemplary, punitive or consequential damages or any damages other than, or in addition to, actual damages. Each

14

Obligor (a) certifies that neither the Collateral Agent or any Secured Party nor any representative, agent or attorney of the Collateral Agent or any Secured Party has represented, expressly or otherwise, that the Collateral Agent or any Secured Party would not, in the event of litigation, seek to enforce the foregoing waivers or other waivers contained in this Agreement and (b) acknowledges that, in entering into each of the Security Documents, the Collateral Agent and the Secured Parties are relying upon, among other things, the waivers and certifications contained in this Section 23.

     24. Termination. Upon either final payment and performance in full of the Secured Obligations and the cancellation or termination of any commitment to extend credit under the Credit Documents or satisfaction of the conditions set forth in Section 13.5 of the Intercreditor Agreement, this Agreement shall terminate and the Collateral Agent shall, at the Obligors’ request and expense, return such Collateral in the possession or control of the Collateral Agent as has not theretofore been disposed of pursuant to the provisions hereof, together with any moneys and other property at the time held by the Collateral Agent hereunder. Upon satisfaction of the conditions set forth in Section 13.6 of the Intercreditor Agreement, this Agreement shall terminate with respect to the Collateral being released and the Collateral Agent shall, at the Company’s request and expense, return any Collateral held by the Collateral Agent hereunder and take all necessary action to release the Lien on such Collateral created hereby.

     25. Miscellaneous. The headings of each section of this Agreement are for convenience only and shall not define or limit the provisions thereof. This Agreement and all rights and obligations hereunder shall be binding upon each of the Obligors and its successors and assigns, and shall inure to the benefit of the Collateral Agent, the Secured Parties and their respective successors and assigns. If any term of this Agreement shall be held to be invalid, illegal or unenforceable, the validity of all other terms hereof shall in no way be affected thereby, and this Agreement shall be construed and be enforceable as if such invalid, illegal or unenforceable term had not been included herein. Each Obligor acknowledges receipt of a copy of this Agreement.

     26. Subject to Intercreditor Agreement. Any and all rights granted to the Collateral Agent under this Agreement are to be held and exercised by the Collateral Agent as security trustee for the benefit of the Secured Parties pursuant to the provisions of the Intercreditor Agreement. Each of the Secured Parties shall be a beneficiary of the terms of this Agreement. Any and all obligations under this Agreement of the parties to this Agreement, and the rights and indemnities granted to the Collateral Agent under this Agreement, are created and granted subject to, and in furtherance (and not in limitation) of, the terms of the Intercreditor Agreement and the rights and indemnities of the Secured Parties contained therein shall apply equally to this Agreement. Nothing in this Agreement expressed or implied is intended or shall be construed to give to any Person other than the Obligors, the Secured Parties and the Collateral Agent any legal or equitable right, remedy, or claim under or in respect of this Agreement or any covenant, condition, or provision herein contained; and all such covenants, conditions and provisions are and shall be held to be for the sole and exclusive benefit of the Obligors, the Secured Parties and the Collateral Agent. Notwithstanding anything herein to the contrary, the Collateral Agent shall exercise its rights and powers subject to the direction and indemnity of the Secured Parties as provided in the Intercreditor Agreement.

15

     Notwithstanding anything to the contrary in this Agreement, in the event that any term or provision of the Intercreditor Agreement conflicts with any term or provision of this Agreement, the relevant terms and provisions of the Intercreditor Agreement shall control concerning such specific term or provision.

     27. Course of Dealing. No course of dealing among any one or more of the Obligors, the Secured Parties and the Collateral Agent, nor any failure to exercise, nor any delay in exercising, on the part of the Collateral Agent or any of the Secured Parties, any right, power or privilege hereunder or under the Security Agreement shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

     28. Amendment and Restatement. Each Obligor hereby acknowledges, confirms and agrees that the Collateral Agent shall continue to have a security interest in and lien upon the Collateral heretofore granted to the Collateral Agent (or any predecessor Collateral Agent) pursuant to the Prior Security Agreement to secure the Secured Obligations, as well as any Collateral granted under this Agreement or under any of the other Security Document or otherwise granted to or held by the Collateral Agent. The liens and security interests of the Collateral Agent in the Collateral shall be deemed to be continuously granted and perfected from the earliest date of the granting and perfection of such liens and security interests to the Collateral Agent (or any predecessor Collateral Agent), whether under the Prior Security Agreement, this Agreement or any of the other Security Documents. Except as otherwise stated in this Section 28, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Prior Security Agreement are simultaneously amended and restated in their entirety, and as so amended and restated, replaced and superseded by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement, except that nothing herein or in the other Security Documents shall impair or adversely affect the continuation of the security interests, liens and other interests in the Collateral heretofore granted, pledged or assigned by the Obligors to the Collateral Agent (or any predecessor Collateral Agent), whether directly, indirectly or otherwise. The amendment and restatement contained herein shall not, in any manner, be construed to impair, limit, cancel or extinguish, or constitute a novation in respect of, the liens and security interests of the Collateral Agent (or any predecessor Collateral Agent), granted under the Prior Security Agreement, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of Collateral Agent for the benefit of the Secured Parties.

[Intentionally left blank. Next page is a signature page.]

16

     IN WITNESS WHEREOF, intending to be legally bound, each Obligor has caused this Agreement to be duly executed as of the date first above written.

A. M. CASTLE & CO.
By:	/s/ Michael H. Goldberg
	Name: Michael H. Goldberg
	Title: President & CEO
DATAMET, INC.
By:	/s/ Jerry M. Aufox
	Name: Jerry M. Aufox
	Title: Secretary
KEYSTONE TUBE COMPANY, LLC
By:	/s/ Jerry M. Aufox
	Name: Jerry M. Aufox
	Title: Secretary
PARAMONT MACHINE COMPANY, LLC
By:	/s/ Jerry M. Aufox
	Name: Jerry M. Aufox
	Title: Secretary
ADVANCED FABRICATING TECHNOLOGY, LLC
By:	/s/ Jerry M. Aufox
	Name: Jerry M. Aufox
	Title: Secretary

OLIVER STEEL PLATE CO.
By:	/s/ Jerry M. Aufox
	Name: Jerry M. Aufox
	Title: Secretary
METAL MART, LLC
By:	/s/ Jerry M. Aufox
	Name: Jerry M. Aufox
	Title: Secretary
TOTAL PLASTICS, INC.
By:	/s/ Lawrence A. Boik
	Name: Lawrence A. Boik
	Title: Vice President
TRANSTAR INTERMEDIATE HOLDINGS #2, INC.
By:	/s/ Lawrence A. Boik
	Name: Lawrence A. Boik
	Title: Vice President
TRANSTAR METALS HOLDINGS, INC.
By:	/s/ Michael H. Goldberg
	Name: Michael H. Goldberg
	Title: Vice President
TRANSTAR INVENTORY CORP.
By:	/s/ Lawrence A. Boik
	Name: Lawrence A. Boik
	Title: Vice President

TRANSTAR METALS CORP.
By:	/s/ Lawrence A. Boik
	Name: Lawrence A. Boik
	Title: Vice President
TRANSTAR MARINE CORP.
By:	/s/ Lawrence A. Boik
	Name: Lawrence A. Boik
	Title: Vice President

Accepted:
BANK OF AMERICA, N.A., as
Collateral Agent
By:	/s/ David A Johanson
	Name: David A. Johanson
	Title:   Vice President

SCHEDULE A

1.	Datamet, Inc.
2.	Keystone Tube Company, LLC
3.	Paramont Machine Company, LLC
4.	Advanced Fabricating Technology, LLC
5.	Oliver Steel Plate Co.
6.	Metal Mart, LLC
7.	Total Plastics, Inc.
8.	Transtar Intermediate Holdings #2, Inc.
9.	Transtar Metals Holdings, Inc.
10.	Transtar Inventory Corp.
11.	Transtar Metals Corp.
12.	Transtar Marine Corp.

Schedule A-1

EX-10.15

EXHIBIT 10.15

GUARANTEE AGREEMENT

     This GUARANTEE AGREEMENT (as the same may hereafter be amended, supplemented or otherwise modified, this “Guarantee”), dated as of September 5, 2006, is by A. M. CASTLE & CO., a Maryland corporation (“Guarantor”) in favor of Canadian Lenders (as defined in the Credit Agreement referred to below) and BANK OF AMERICA, N.A., CANADA BRANCH, as Canadian Agent for Canadian Lenders (together with its successors and assigns, herein referred to as “Canadian Agent”).

RECITALS:

     WHEREAS, A. M. Castle & Co. (Canada), Inc., a corporation organized under the laws of the Province of Ontario, Canada (“Canadian Borrower”) is a wholly-owned subsidiary of Guarantor;

     WHEREAS, Guarantor, Canadian Borrower, the lenders from time to time party thereto, including Canadian Lenders, Canadian Agent and Bank of America, N.A., as U.S. Agent, entered into an Amended and Restated Credit Agreement, dated as of September 5, 2006 (as from time to time modified, amended, restated or supplemented, the “Credit Agreement”) pursuant to which the lenders party thereto have agreed to extend certain credit facilities to U.S. Borrower and Canadian Borrower;

     WHEREAS, Guarantor will receive substantial direct and indirect economic, financial and other benefits as a result of the credit facilities provided to Canadian Borrower pursuant to the Credit Agreement.

     NOW THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Guarantor hereby agrees as follows:

1. DEFINITIONS.

     All capitalized terms used herein and not defined herein have the respective meanings given them in the Credit Agreement.

2. GUARANTEE.

     2.1. Guarantee of Payment and Performance. Guarantor hereby absolutely, unconditionally and irrevocably guarantees to Canadian Agent and Canadian Lenders:

     (a) the full and punctual payment by Canadian Borrower of the Canadian Obligations, at any time payable under the Loan Documents in each case when and as the same shall become due and payable, whether at maturity, pursuant to mandatory or optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions of this Guarantee, the Credit Agreement and the other Loan Documents, including, without limitation, overdue interest, post-petition interest, indemnification

payments and all of such obligations which would become due but for the operation of the automatic stay pursuant to Section 362(a) of the United States Bankruptcy Code and the operation of Sections 502(b) and 506(b) of the United States Bankruptcy Code; and

     (b) the full and punctual performance by Canadian Borrower of all duties, agreements, covenants and obligations of Canadian Borrower contained in the Credit Agreement and the other Loan Documents,

and the full and prompt payment, on demand, of all reasonable costs and expenses incurred by (x) Canadian Agent in connection with the negotiation, preparation, execution and delivery of this Guarantee and (y) Canadian Agent, Canadian Lenders or any trustee or agent acting on behalf of Canadian Agent and/or Canadian Lenders in enforcing any of its rights and remedies under this Guarantee, the Credit Agreement or any of the other Loan Documents, including, but not limited to, all reasonable attorneys’ fees and expenses (whether or not there is litigation), court costs and all costs in connection with any proceedings under any Debtor Relief Laws (collectively, the “Guarantied Obligations”), provided that Guarantor shall not be liable for the reasonable fees and expenses of more than one separate firm of attorneys representing Canadian Agent.

     2.2. Nature of Guarantee. This is a continuing, absolute and unconditional Guarantee of payment and performance and not merely of collection, and shall continue in full force and effect until such time as the Guarantied Obligations have been fully and irrevocably paid.

     2.3. Binding Nature of Certain Adjudications. Guarantor shall be conclusively bound by the final adjudication in any action or proceeding, legal or otherwise to which Canadian Borrower is a party, involving any controversy arising under, in connection with, or in any way related to, any of the Guarantied Obligations, and by a final judgment, award or decree entered therein.

     2.4. No Duty to Pursue Others. Upon the occurrence and during the continuance of an Event of Default, Canadian Agent or any trustee or agent acting on behalf of Canadian Agent may proceed to enforce its rights and remedies directly against Guarantor without first proceeding against Canadian Borrower or any other Person liable for the Guarantied Obligations or any security for the Guarantied Obligations.

     2.5. No Release of Guarantor. Guarantor’s liability under this Guarantee shall not be limited, diminished or extinguished by, and Guarantor shall not be entitled to raise as a defense, any:

     (a) invalidity, irregularity or unenforceability of the Guarantied Obligations or of Guarantor’s obligations hereunder;

     (b) failure of Guarantor to be given notice of default by Canadian Borrower;

     (c) reorganization, merger or consolidation of Canadian Borrower or Guarantor into or with any other Person;

- 2 -

     (d) waiver of Canadian Borrower’s defaults or extensions of due dates for payments or other accommodations, indulgences or forbearance granted to Canadian Borrower;

     (e) release of or non-perfection with respect to part or all of any security for the Guarantied Obligations;

     (f) taking or accepting of any other security, collateral or guaranty of payment of any or all of the Guarantied Obligations;

     (g) release of or settlement or compromise with any one or more Persons who constitute guarantors or the release of or settlement or compromise with any one or more Persons who are otherwise liable for the payment or performance of all or any portion of the Guarantied Obligations and who are not primary obligors thereon;

     (h) any loss or impairment of any right of Guarantor for subrogation, reimbursement or contributions;

     (i) assignment or other transfer by Canadian Agent or any Canadian Lender (or any trustee or agent acting on the behalf of Canadian Agent or any Canadian Lender, as the case may be) of any part of the Guarantied Obligations, or any collateral or security securing any portion of the Guarantied Obligations;

     (j) illegality or impossibility of performance on the part of Canadian Borrower or Guarantor under the Credit Agreement or this Guarantee; or

     (k) other acts or omissions of Canadian Agent or any Canadian Lender which, in the absence of this Section, would operate so as to impair, diminish or extinguish Guarantor’s liability under this Guarantee.

     2.6. Certain Waivers.

     (a) Waiver of Notice. Guarantor hereby waives notice of (i) acceptance of this Guarantee, (ii) any amendment, extension or other modification of the Credit Agreement and/or any of the other Loan Documents, (iii) any loans or advances made by any Canadian Lenders to Canadian Borrower, (iv) the occurrence of a Default or Event of Default, (v) any transfer or other disposition of the Guarantied Obligations pursuant to the Credit Agreement, and (vi) any other action at any time taken or omitted by Canadian Agent or any Canadian Lender or by any trustee or agent acting on behalf of Canadian Agent or any Canadian Lender, and generally, all demands and notices of every kind in connection with this Guarantee, the Credit Agreement and the other Loan Documents, except as provided herein and in the Credit Agreement.

     (b) Certain Other Waivers. Guarantor hereby waives (i) diligence, presentment, demand for payment, protest or notice, whether of nonpayment, dishonor, protest or otherwise, (ii) all setoffs, counterclaims and claims of recoupment against the Guarantied Obligations that may be available to Canadian Borrower or any other guarantor of the Guarantied Obligations (it being understood that the waivers set forth

- 3 -

anywhere in this Guarantee shall not preclude any action by Guarantor, after payment in full of its obligations hereunder, to recover for any tortious action or omission by Canadian Agent or any Canadian Lender which resulted in injury to Guarantor), (iii) any defense based upon or in any way related to any claim that any election of remedies by Canadian Agent or any Canadian Lender (or by any trustee or agent acting on behalf of Canadian Agent or any Canadian Lender) impaired, reduced, released or otherwise extinguished any rights Guarantor might otherwise have had against Canadian Borrower or any security, (iv) any claim based upon or in any way related to any of the matters referred to in Section 2.5, and (v) any claim that this Guarantee should be strictly construed against Canadian Agent or any Canadian Lender.

     2.7. Bankruptcy; Other Matters. In the event that, pursuant to any insolvency, bankruptcy, reorganization, receivership or other Debtor Relief Law, or any judgment, order or decision thereunder, or for any other reason Canadian Agent or any Canadian Lender must rescind or restore any payment received by Canadian Agent or any Canadian Lender in connection with the Guarantied Obligations, the Credit Agreement or any other Loan Document, or Canadian Borrower ceases to be liable to Canadian Agent or any Canadian Lender in respect of the Credit Agreement (other than by the full and irrevocable payment in full thereof), then any prior release or discharge from this Guarantee shall be without effect and this Guarantee and the obligations of Guarantor hereunder shall remain in full force and effect.

     2.8. Payments by Guarantor. If all or any part of the Guarantied Obligations are not paid when due, whether at maturity, by reason of acceleration, or otherwise, and remain unpaid until the expiration of any applicable grace or cure period, or otherwise upon the occurrence and continuance of any Event of Default, Guarantor shall, immediately upon demand by Canadian Agent (or any trustee or agent acting on behalf of Canadian Agent or any Canadian Lender), and without presentment, protest, notice of protest, notice of nonpayment, notice of intention to accelerate or acceleration or any other notice whatsoever, pay in immediately available funds, the amount due on the Guarantied Obligations to Canadian Agent for distribution to Canadian Lenders. All obligations of Guarantor under this Guarantee shall be performable and payable to Canadian Agent at its office at the address for notices provided for in the Credit Agreement.

     2.9. Failure to Pay Guarantied Obligations. If Guarantor fails to pay the Guarantied Obligations as required by this Guarantee, then Guarantor, as the principal obligor and not as a guarantor only shall pay, on demand, all reasonable out-of-pocket costs and expenses incurred or expended by Canadian Agent and Canadian Lenders (and any trustee or agent acting on behalf of Canadian Agent and/or any Canadian Lender) in connection with the enforcement of, and the preservation of Canadian Agent’s and Canadian Lenders’ rights under and with respect to, this Guarantee, including, but not limited to, all reasonable attorneys’ fees and expenses (whether or not there is litigation), court costs and all costs incurred in connection with any proceedings under any Debtor Relief Laws, provided that Guarantor shall not be liable for the reasonable fees and expenses of more than one separate firm of attorneys representing Canadian Agent. Until paid, all such amounts recoverable under this Section 2.9 shall bear interest from the time when such amounts become due until payment in full thereof at the Default Rate for Base Rate Loans.

- 4 -

     2.10. Subordination of Affiliate Obligations. Guarantor agrees that all Affiliate Obligations (as defined below), interest thereon, and all other amounts due with respect thereto, are hereby subordinated as to time of payment and in all other respects to all the Guarantied Obligations. Guarantor agrees that at all times during the existence of an Event of Default, Guarantor shall not be entitled to enforce or receive any payment in respect thereof until all sums then due and owing to Canadian Agent and/or Canadian Lenders in respect of the Guarantied Obligations shall have been paid in full. If any payment shall have been made to Guarantor by Canadian Borrower or such indebted Person on any such Affiliate Obligation during any time that an Event of Default exists and there are Guarantied Obligations outstanding, Guarantor shall collect and receive all such payments as trustee for Canadian Agent and Canadian Lenders, to the extent of all amounts owing with respect to this Guarantee, and such amounts shall be immediately paid over to Canadian Agent (or any trustee or agent acting on behalf of Canadian Agent and/or Canadian Lenders), without affecting in any manner the liability of Guarantor under the other provisions of this Guarantee. For purposes of this Section 2.10, “Affiliate Obligation” means any indebtedness of any kind of Canadian Borrower, or any Person obligated in respect of the Guarantied Obligations, to Guarantor.

     2.11. Postponement of Subrogation Rights. Guarantor will not exercise any Subrogation Rights (as defined below) which it may acquire with respect to this Guarantee until the prior and indefeasible payment, in full and in cash, of all Guarantied Obligations. Any amount paid to Guarantor by or on behalf of Canadian Borrower or any other guarantor of the Guarantied Obligations on account of any such Subrogation Rights prior to the payment in full of all Guarantied Obligations shall immediately be paid over to Canadian Agent for the ratable benefit of Canadian Lenders and credited and applied against the Guarantied Obligations whether matured or unmatured, in accordance with the terms of the Credit Agreement. In furtherance of the foregoing, for so long as any Guarantied Obligations remain outstanding, (i) Guarantor shall not take any action or commence any proceeding against Canadian Borrower or any other guarantor of the Guarantied Obligations (or any of their respective successors or assigns, whether in connection with a bankruptcy proceeding or otherwise), to recover any amounts in the respect of payments made under this Guarantee to Canadian Agent and/or Canadian Lenders, and (ii) Guarantor hereby forbears realizing any benefit of and exercising any right to participate in any security which may be held by Canadian Agent or Canadian Lender or any agent or trustee acting on behalf of Canadian Agent and/or Canadian Lenders. For purposes of this Section 2.11, “Subrogation Right” means any right of contribution, subrogation, reimbursement, indemnity, or repayment, and any other “claim”, as that term is defined in the United States Bankruptcy Code, which Guarantor might now have or hereafter acquire against Canadian Borrower or any other guarantor of the Guarantied Obligations that arises from the existence or performance of Guarantor’s obligations under this Guarantee, and any right to participate in any security for the Guarantied Obligations.

     2.12. Limitation on Guarantied Obligations. Notwithstanding anything in Section 2.1 or elsewhere in this Guarantee or any other Loan Document to the contrary, the obligations of Guarantor under this Guarantee shall at each point in time be limited to an aggregate amount equal to the greatest amount that would not result in such obligations being subject to avoidance, or otherwise result in such obligations being unenforceable, at such time under applicable law (including, without limitation, to the extent, and only to the extent, applicable to Guarantor, Section 548 of the United States Bankruptcy Code and any comparable provisions of the law of

- 5 -

any other jurisdiction, any capital preservation law of any jurisdiction and any other law of any jurisdiction that at such time limits the enforceability of the obligations of Guarantor under this Guarantee). This Section 2.12 is intended solely to preserve the rights of Canadian Agent and Canadian Lenders hereunder to the maximum extent permitted by applicable law, and neither Guarantor nor any other Person shall have any rights under this Section 2.12 that it would not otherwise have under applicable law.

     2.13. Other Enforcement Rights. Canadian Agent and Canadian Lenders may proceed to protect and enforce this Guarantee by suit or proceedings in equity, at law or in bankruptcy, and whether for the specific performance of any covenant or agreement contained herein or in execution or aid of any power herein granted or for the recovery of judgment for the obligations hereby guaranteed or for the enforcement of any other proper legal or equitable remedy available under applicable law.

3. REPRESENTATIONS AND WARRANTIES.

     Guarantor hereby represents and warrants to Canadian Agent and Canadian Lenders that:

     3.1. Authorization. Guarantor is duly authorized to execute and perform this Guarantee and this Guarantee has been properly authorized by all requisite action of Guarantor.

     3.2. Due Execution. This Guarantee has been executed on behalf of Guarantor by a Person duly authorized to do so.

     3.3. Enforceability. This Guarantee constitutes the legal, valid and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms, except to the extent that the enforceability thereof against Guarantor may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditor’s rights generally or by equitable principles of general application (regardless of whether such enforceability is considered in a proceeding in equity or at law).

     3.4. Independent Credit Evaluation. Guarantor has independently, and without reliance on any information supplied by Canadian Agent or any Canadian Lender, taken, and will continue to take, whatever steps Guarantor deems necessary to evaluate the financial condition and affairs of Canadian Borrower, and neither Canadian Agent nor any Canadian Lender shall have any duty to advise Guarantor of information at any time known to Canadian Agent or any Canadian Lender regarding such financial condition or affairs.

     3.5. No Representation By Agent. Neither Canadian Agent, any Canadian Lender nor any trustee or agent acting on its behalf has made any representation, warranty or statement to Guarantor to induce Guarantor to execute this Guarantee.

4. SUCCESSORS AND ASSIGNS.

     This Guarantee shall bind the successors, assignees, trustees, and administrators of Guarantor and shall inure to the benefit of Canadian Agent, each Canadian Lender, and their respective successors, transferees, participants and assignees.

- 6 -

5. CONTINUANCE OF GUARANTEE.

     Guarantor is liable under this Guarantee for the full amount of the Guarantied Obligations. Canadian Agent may release, settle with or compromise with any one or more Persons who are otherwise liable for the payment or performance of all or portions of the Guarantied Obligations without impairing, diminishing or releasing any rights of Canadian Agent or Canadian Lenders hereunder against Guarantor or any other Person liable for the Guarantied Obligations. This Guarantee shall continue in full force and effect and shall bind Guarantor notwithstanding the death or release of any other Person who is otherwise liable for the payment or performance of all or any portion of the Guarantied Obligations.

6. AMENDMENTS AND WAIVERS.

     No amendment to, waiver of, or departure from full compliance with any provision of this Guarantee, or consent to any departure by Guarantor herefrom, shall be effective unless it is in writing and signed by authorized officers of Guarantor directly affected thereby and Canadian Agent; provided, however, that any such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No failure by Canadian Agent to exercise, and no delay by Canadian Agent in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by Canadian Agent of any right, remedy, power or privilege hereunder preclude any other exercise thereof, or the exercise of any other right, remedy, power or privilege.

7. RIGHTS CUMULATIVE.

     Each of the rights and remedies of Canadian Agent and Canadian Lenders under this Guarantee shall be in addition to all of their other rights and remedies under applicable law, and nothing in this Guarantee shall be construed as limiting any such rights or remedies.

8. SERVICE OF PROCESS.

     GUARANTOR HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY REGISTERED MAIL (RETURN RECEIPT REQUESTED) DIRECTED TO IT AT ITS ADDRESS SET FORTH IN SECTION 16. SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED AS OF THE DATE THAT GUARANTOR SIGNS THE RETURN RECEIPT. NOTHING IN THIS SECTION SHALL AFFECT THE RIGHT OF CANADIAN AGENT OR ANY CANADIAN LENDER TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

9. WAIVER OF JURY TRIAL.

     GUARANTOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS GUARANTEE.

- 7 -

10. SEVERABILITY.

     Any provision of this Guarantee which is prohibited, unenforceable or not authorized in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition, unenforceability or nonauthorization without invalidating the remaining provisions hereof or affecting the validity, enforceability or legality of such provision in any other jurisdiction unless the ineffectiveness of such provision would result in such a material change as to cause completion of the transactions contemplated hereby to be unreasonable.

11. GOVERNING LAW.

     THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

12. SECTION HEADINGS.

     Section headings are for convenience only and shall not affect the interpretation of this Guarantee.

13. LIMITATION OF LIABILITY.

     NEITHER CANADIAN AGENT NOR ANY CANADIAN LENDER SHALL HAVE ANY LIABILITY WITH RESPECT TO, AND GUARANTOR HEREBY WAIVES, RELEASES AND AGREES NOT TO SUE FOR, (a) ANY LOSS OR DAMAGE SUSTAINED BY GUARANTOR THAT MAY OCCUR AS A RESULT OF, IN CONNECTION WITH, OR THAT IS IN ANY WAY RELATED TO, ANY ACT OR FAILURE TO ACT REFERRED TO IN SECTION 2.5 OR (b) ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES SUFFERED BY GUARANTOR IN CONNECTION WITH ANY CLAIM RELATED TO THIS GUARANTEE.

14. ENTIRE AGREEMENT.

     This Guarantee embodies the entire agreement among Guarantor, Canadian Agent and Canadian Lenders relating to the subject matter hereof and supersedes all prior agreements, representations and understandings, if any, relating to the subject matter hereof.

15. COMMUNICATIONS.

     All notices and other communications to Canadian Agent and Canadian Lenders or Guarantor hereunder shall be in writing, shall be delivered in the manner and with the effect, as provided by the Credit Agreement, and shall be addressed to Guarantor and to Canadian Agent and Canadian Lenders as set forth in the Credit Agreement.

16. DUPLICATE ORIGINALS.

     Two or more duplicate counterpart originals hereof may be signed by the parties, each of which shall be an original but all of which together shall constitute one and the same instrument.

- 8 -

Delivery of any executed signature page to this Guarantee by Guarantor by facsimile transmission shall be as effective as delivery of a manually executed copy of this Guarantee by Guarantor.

17. NOTICES.

     Nothing in this Guarantee shall void or abrogate any obligation of Canadian Borrower, Guarantor or Canadian Agent to give any notice specifically required to be given by such Person in any provision of any Loan Document.

18. TERMINATION.

     Subject to Section 2.7, this Guarantee shall terminate and have no further force or effect upon payment in full of the Guarantied Obligations and the termination of the Credit Agreement.

[Remainder of page intentionally left blank. Next page is signature page.]

- 9 -

     IN WITNESS WHEREOF, Guarantor has caused this Guarantee to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

A. M. CASTLE & CO.
By:	/s/ Michael H. Goldberg
Name:	Michael H. Goldberg
Title:	President & CEO

- 10 -

EX-10.16

EXHIBIT 10.16

September 5, 2006

A. M. Castle & Co.
3400 North Wolf Road
Franklin Park, Illinois 60131

     Re: Amendment No. 1 to Note Agreement

Ladies and Gentlemen:

     Reference is made to that certain Note Agreement dated as of November 17, 2005 (the “Note Agreement”) between A.M. Castle & Co., a Maryland corporation (the “Company”), and The Prudential Insurance Company of America and Prudential Retirement Insurance and Annuity Company (collectively, the “Purchasers”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Note Agreement.

     The Company has requested certain amendments to the Note Agreement as set forth below and the Purchasers are willing to agree to such amendments on the terms and conditions set for the herein. Accordingly, and in accordance with the provisions of paragraph 11C of the Note Agreement, the parties hereto agree as follows:

     SECTION 1. Amendment. From and after the Effective Date (as defined in Section 3 hereof), the Note Agreement is hereby amended as follows:

     1.1. Paragraph 4 of the Note Agreement is amended by adding the words “and 4E” after the words “paragraph 4A” in the introductory sentence thereof.

     1.2. Paragraph 4A(1) of the Note Agreement is amended by the adding the words “or 4F” after the words “paragraph 4E” therein.

     1.3. Paragraph 4E of the Note Agreement is renumbered as paragraph 4F and amended and follows and a new paragraph 4E is added to the Note Agreement as follows:

     “4E. Offer to Prepay Notes in the Event of a Credit Agreement Mandatory Prepayment.

     4E(1). Notice of Credit Agreement Mandatory Prepayment. The Company will, at least 30 days prior to any Credit Agreement Mandatory Prepayment at a time following the occurrence and during the continuance of an Event of Default, give written notice of such Credit Agreement Mandatory Prepayment to each holder of the Notes. Such notice shall contain and constitute an offer to prepay the Notes as described in paragraph 4E(3) in an amount (the “Offered Amount”) such that the ratio of the Offered Amount to the outstanding principal amount of the Notes immediately prior to the payment of such Credit

A.M. Castle & Co.
September 5, 2006
Page 2

Agreement Mandatory Prepayment is equal to the ratio of the amount of such Credit Agreement Mandatory Repayment to the outstanding principal amount of the Term A Loans (as defined in the Credit Agreement) immediately prior to the payment of such Credit Agreement Mandatory Prepayment, and shall be accompanied by the certificate described in paragraph 4E(6).

     4E(2). Notice of Acceptance of Offer under Paragraph 4E(1). If the Company shall at any time receive an acceptance to an offer to prepay Notes under paragraph 4E(1) from some, but not all, of the holders of the Notes, then the Company will, within two Business Days after the receipt of such acceptance, give written notice of such acceptance to each other holder of the Notes.

     4E(3). Offer to Prepay Notes. The offer to prepay Notes contemplated by paragraph 4E(1) shall be an offer to prepay, in accordance with and subject to this paragraph 4E, the Notes in an aggregate amount equal to the Offered Amount at the time of the occurrence of the Credit Agreement Mandatory Prepayment.

     4E(4). Rejection; Acceptance. A holder of Notes may accept or reject the offer to prepay made pursuant to this paragraph 4E by causing a notice of such acceptance or rejection to be delivered to the Company prior to the prepayment date. A failure by a holder of Notes to so respond to an offer to prepay made pursuant to this paragraph 4E shall be deemed to constitute a rejection of such offer by such holder.

     4E(5). Prepayment. Prepayment of the Notes to be prepaid pursuant to this paragraph 4E shall be at 100% of the principal amount of such Notes to be prepaid, together with interest accrued thereon to the date of prepayment. The prepayment shall be made at the time of occurrence of a Credit Agreement Mandatory Prepayment. If the aggregate principal amount of the Notes held by the holders of the Notes which have accepted an offer to prepay pursuant to paragraph 4E(4) exceeds the Offered Amount, the principal amount so prepaid shall be allocated to such Notes pro rata in proportion to the respective outstanding principal amounts thereof.

     4E(6). Officer’s Certificate. Each offer to prepay the Notes pursuant to this paragraph 4E shall be accompanied by a certificate, executed by a Responsible Officer of the Company and dated the date of such offer, specifying (i) the proposed prepayment date (which shall be the date of such Credit Agreement Mandatory Prepayment), (ii) that such offer is made pursuant to this paragraph 4E, (iii) the principal amount of each Note offered to be prepaid, (iv) the interest that would be due on the portion of each Note offered to be prepaid, accrued to the prepayment date, (v) that the conditions of this paragraph 4E have been fulfilled, and (vi) in reasonable detail, the nature and anticipated date of the Credit Agreement Mandatory Prepayment.

A.M. Castle & Co.
September 5, 2006
Page 3

Paragraph 4E to the contrary, so long as the Intercreditor Agreement is in effect, any Net Cash Proceeds (as defined in the Credit Agreement) of a Disposition referred to in Section 2.06(b)(ii) of the Credit Agreement or an Extraordinary Receipt (as defined in the Credit Agreement) referred to in Section 2.06(b)(v) of the Credit Agreement shall, to the extent provided in the Intercreditor Agreement, be distributed as provided therein and shall not require an offer to prepay under this paragraph 4E; provided, however, if any portion of an “Offered Repayment” (as such term is defined in the Intercreditor Agreement) relating to a Disposition referred to in Section 2.06(b)(ii) of the Credit Agreement or an Extraordinary Receipt (as defined in the Credit Agreement) referred to in Section 2.06(b)(v) of the Credit Agreement is paid to the Company or any Guarantor as a result of the rejection of all or a portion of an Offered Repayment by any Other Senior Creditor, the Company shall make an offer to prepay in accordance with this paragraph 4E in an aggregate amount determined in accordance with paragraph 4E(1) with respect to the Net Cash Proceeds (as defined in the Credit Agreement) not applied pursuant to the Intercreditor Agreement.

     4F. Acquisition of Notes. The Company shall not, and shall not permit any of its Subsidiaries or Affiliates to, prepay or otherwise retire in whole or in part prior to their stated final maturity (other than by prepayment pursuant to paragraph 4A or 4B, upon acceptance of an offer to prepay pursuant to paragraph 4E or upon acceleration of such final maturity pursuant to paragraph 7A), or purchase or otherwise acquire, directly or indirectly, Notes held by any holder unless the Company or such Subsidiary or Affiliate shall have offered to prepay or otherwise retire or purchase or otherwise acquire, as the case may be, the same proportion of the aggregate principal amount of Notes held by each other holder of Notes at the time outstanding upon the same terms and conditions. Any Notes so prepaid or otherwise retired or purchased or otherwise acquired by the Company or any of its Subsidiaries or Affiliates shall not be deemed to be outstanding for any purpose under this Agreement.”

     1.4. Paragraph 5A of the Note Agreement is amended by adding the words “, or limited liability company” after the first appearance of the word “corporate” therein.

     1.5. Clause (b) of paragraph 5F of the Note Agreement is amended by adding the words “or with respect to the absence of any material misstatement” after the words “unqualified as to scope of audit” therein.

     1.6. Paragraph 5K of the Note Agreement is amended and restated in its entirety as follows:

     5K. Subsequent Guarantors. The Company covenants that at all times the assets of the Company and all Guarantors shall constitute at least 95% of Consolidated

A.M. Castle & Co.
September 5, 2006
Page 4

Total Assets (excluding, for the purposes of this calculation, the assets of the Foreign Subsidiaries (except (i) with respect to the Canadian Subsidiary, so long as the assets of the Canadian Subsidiary do not constitute more than 20% of Consolidated Total Assets, (ii) with respect to the Mexican Subsidiary, so long as the assets of the Mexican Subsidiary do not constitute more than 5% of Consolidated Total Assets)) and (iii) with respect to any other Foreign Subsidiaries, so long as the assets of all such Foreign Subsidiaries do not constitute more than 30% of Consolidated Total Assets) and the Company and the Guarantors shall have contributed at least 95% of Consolidated EBITDA (excluding, for the purposes of this calculation, the EBITDA of the Foreign Subsidiaries (except (i) with respect to the Canadian Subsidiary, so long as the assets of the Canadian Subsidiary do not constitute more than 20% of Consolidated Total Assets, (ii) with respect to the Mexican Subsidiary, so long as the assets of the Mexican Subsidiary do not constitute more than 5% of Consolidated Total Assets) and (iii) with respect to any other Foreign Subsidiaries, so long as the assets of all such Foreign Subsidiaries do not constitute more than 30% of Consolidated Total Assets)) for the four quarters then most recently ended. To the extent necessary to permit the Company to comply with the foregoing the Company will cause one or more Significant Subsidiaries to become Guarantors and the Company will cause each such Significant Subsidiary to deliver to the holders of the Notes (i) a joinder agreement to the Guaranty Agreement, which joinder agreement is to be in the form of Exhibit A to the Guaranty Agreement; (ii) an opinion of counsel to such Person with respect to the Guaranty Agreement and such joinder agreement which is in form and substance reasonably acceptable to the Required Holders; and (iii) all applicable Collateral Documents and any other documents as may be necessary or appropriate to permit the Company to be in compliance with its obligations set forth in this paragraph 5K. The Guarantors shall be permitted to guaranty all Other Senior Debt.

     1.7. The Note Agreement is amended by adding new paragraphs 5O, 5P and 5Q as follows:

     “5O. Notices. The Company covenants that it shall promptly notify you and any Institutional Holder:

     (a) of the occurrence of any Default;

     (b) of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including (i) breach or non-performance of, or any default under, a Contractual Obligation of the Company or any Subsidiary; (ii) any dispute, litigation, investigation, proceeding or suspension between the Company or any Subsidiary and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Company or any Subsidiary, including pursuant to any applicable Environmental Laws;

A.M. Castle & Co.
September 5, 2006
Page 5

     (c) of any material change in accounting policies or financial reporting practices by the Company or any Subsidiary; and

     (d) of the occurrence of any Internal Control Event.

     Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of the Company setting forth details of the occurrence referred to therein and stating what action the Company has taken and propose to take with respect thereto. Each notice pursuant to paragraph 5O shall describe with particularity any and all provisions of this Agreement and any other Transaction Document that have been breached.

     5P. Compliance with Terms of Leaseholds. The Company covenants that it shall, and shall cause each of its Subsidiaries to, make all payments and otherwise perform all obligations in respect of all leases of real property to which the Company or such Subsidiary is a party, keep such leases in full force and effect and not allow such leases to lapse or be terminated or any rights to renew such leases to be forfeited or cancelled, notify each Institutional Holder of any default by any party with respect to such leases and cooperate with the holders of the Notes in all respects to cure any such default, and cause each of its Subsidiaries to do so, except, in any case, where the failure to do so, either individually or in the aggregate, could not be reasonably likely to have a Material Adverse Effect.

     5Q. Material Contracts. The Company covenants that it shall, and shall cause each of its Subsidiaries to, perform and observe all the terms and provisions of each Material Contract to be performed or observed by it, maintain each such Material Contract in full force and effect, enforce each such Material Contract in accordance with its terms, take all such action to such end as may be from time to time requested by the Required Holder(s) and, upon request of the Required Holder(s), make to each other party to each such Material Contract such demands and requests for information and reports or for action as the Company any of its Subsidiaries is entitled to make under such Material Contract, and cause each of its Subsidiaries to do so, except, in any case, where the failure to do so, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.”

     1.8 Paragraph 6A of the Note Agreement is amended and restated in its entirety as follows:

     “6A. Adjusted Consolidated Net Worth. The Company will not permit its Adjusted Consolidated Net Worth (calculated on the last day of each fiscal quarter) to be less than $149,180,000 plus the cumulative sum of (x) 40% of Consolidated Net Income (but only if a positive number), plus (y) 75% of Net Cash Proceeds received by the Company from the issuance of Equity Interests by the Company for (i) each completed fiscal year of the Company ending after December 31, 2005, and (ii) the period from the

A.M. Castle & Co.
September 5, 2006
Page 6

beginning of the then current fiscal year through the end of the then most recently ended fiscal quarter which shall have been completed (if any shall have been completed) in such then current fiscal year; provided, that at any time the Company or any Subsidiary incurs additional Indebtedness, immediately following and after giving effect to the incurrence of such additional Indebtedness, the Adjusted Consolidated Net Worth shall not be less than the minimum Adjusted Consolidated Net Worth that would have been permitted as of the last day of the then most recently ended fiscal quarter.”

     1.9. Paragraph 6D of the Note Agreement is amended and restated in its entirety as follows:

     “6D. Liens. The Company will not, and will not permit any Subsidiary to, permit to exist, create, assume or incur, directly or indirectly, any Lien on their properties or assets, whether now owned or hereafter acquired, except:

     (a) Liens on property created substantially contemporaneously or within 180 days of the acquisition thereof to secure or provide for all or a portion of the purchase price of such property, provided that (i) such Liens do not extend to other property of the Company or any Subsidiary, (ii) the aggregate principal amount of Indebtedness secured by each such Lien does not exceed 80% of the purchase price at the time of acquisition of the property subject to such Lien, and (iii) the Indebtedness secured by such Liens is otherwise permitted by paragraph 6B and paragraph 6C;

     (b) Liens on assets existing at the time such assets are acquired by the Company or a Subsidiary; provided that (i) no such Lien is created in contemplation of or in connection with such acquisition, (ii) no such Lien shall apply to any other property or assets of the Company or any Subsidiary other than improvements and accessions to the subject assets and proceeds thereof and (iii) no such Lien shall secure obligations other than those which it secures on the date of such acquisition and permitted extensions, renewals and replacements thereof;

     (c) Liens for taxes, assessments or governmental charges not then due and delinquent or the validity of which is being contested in good faith by appropriate proceedings and as to which the Company has established adequate reserves therefor on its books in accordance with generally accepted accounting principles;

     (d) Liens arising in connection with court proceedings, provided the execution of such Liens is effectively stayed, such Liens are being contested in good faith by appropriate proceedings and the Company has established adequate reserves therefor on its books in accordance with generally accepted accounting principles;

     (e) Liens arising in the ordinary course of business and not incurred in connection with the borrowing of money (including mechanic’s and materialmen’s liens and minor survey exceptions on real property) that in the aggregate do not materially

A.M. Castle & Co.
September 5, 2006
Page 7

interfere with the conduct of the business of the Company or any Subsidiary or materially impair the value of the property or assets subject to such Liens;

     (f) Liens in connection with workers’ compensation, unemployment insurance or other social security laws to secure the public or statutory obligations of the Company or any Subsidiary;

     (g) Liens securing Indebtedness of a Subsidiary to the Company;

     (h) Liens existing on property or assets of the Company or any Subsidiary as of the date of this Agreement that are described in the attached Schedule 6D;

     (i) Liens in favor of Collateral Agent to secure the obligations and liabilities of the Company and the Guarantors under this Agreement and the Other Senior Debt as provided in the Collateral Documents and the Intercreditor Agreement;

     (j) Liens attaching solely to the property and assets of the Canadian Subsidiary to secure Debt of the Canadian Subsidiary and no other Debt;

     (k) Liens attaching solely to the property and assets of any Foreign Subsidiary (other than Guarantors and the Canadian Subsidiary) securing Indebtedness for borrowed money of any such Foreign Subsidiary of not more than U.S. $15,000,000 in the aggregate at any time outstanding for all such Foreign Subsidiaries; and

     (l) (i) If the Notes are not Secured, Liens not otherwise permitted by paragraphs (a) through (k) of this paragraph 6D created, assumed or incurred subsequent to the date of closing to secure Indebtedness, provided that at the time of creating, assuming or incurring such additional Indebtedness and after giving effect thereto and to the application of the proceeds therefrom the sum (without duplication) of the aggregate principal amount of outstanding Consolidated Indebtedness secured by Liens permitted by this paragraph 6D(l) does not exceed 10% of Adjusted Consolidated Net Worth and (ii) if the Notes are Secured, Existing First Priority Liens (as such term is defined in the Intercreditor Agreement) and Future Acquired Liens (as such term is defined in the Intercreditor Agreement).”

     1.10. Paragraph 6E of the Note Agreement is amended by adding the following parenthetical after the words “any Person: in the introductory clause thereof:

“(other than Dispositions permitted under paragraph 6F and sales, transfers and other dispositions permitted under paragraph 6G)”

     1.11. Paragraph 6F of the Note Agreement is amended by replacing the words “15% of Consolidated Total Assets as of the end of the immediately preceding fiscal year” with “$5,000,000”.

A.M. Castle & Co.
September 5, 2006
Page 8

     1.12. Paragraphs 6H, 6I, 6J and 6K of the Note Agreement are renumbered as paragraphs 6I, 6J, 6L and 6M, and new paragraphs 6H, 6K and 6N are added to the Note Agreement as follows:

     “6H. Investments. The Company will not, and will not permit any Subsidiary to make or hold any Investments, except:

     (a) Investments held by the Company and its Subsidiaries in the form of Cash Equivalents;

     (b) Short-term Investments of Foreign Subsidiaries acquired by Foreign Subsidiaries in the ordinary course of business and of a credit quality similar to Cash Equivalents;

     (c) advances to officers, directors and employees of the Company and its Subsidiaries in an aggregate amount not to exceed $1,000,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes;

     (d) (i) Investments by the Company and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by Company and its Subsidiaries in the Company, the Canadian Subsidiary and the Guarantors, (iii) additional Investments by Subsidiaries of the Company that are not Guarantors in other Subsidiaries that are not Guarantors and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Company and the Guarantors in wholly-owned Subsidiaries that are not Guarantors in an aggregate amount invested from the date hereof not to exceed $5,000,000;

     (e) Investments 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, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss;

     (f) Guarantees by the Company or a Guarantor of the obligations, liabilities or indebtedness of the Company, the Canadian Subsidiary or another Guarantor;

     (g) the Guaranty Agreement, the Guarantee by the Company of the Canadian Obligations (as defined in the Credit Agreement) and the Guarantee by the Subsidiaries of the Bank Credit Agreement Debt (as defined in the Intercreditor Agreement);

     (h) Guarantees by any Foreign Subsidiary (other than the Canadian Subsidiary) of the obligations, liabilities or indebtedness of any other Foreign Subsidiary (other than the Canadian Subsidiary);

A.M. Castle & Co.
September 5, 2006
Page 9

     (i) Guarantees by Company of the obligations, liabilities or indebtedness of any Subsidiary (other than the Guarantors and the Canadian Subsidiary) not exceeding $7,500,000 in the aggregate at any time outstanding;

     (j) the Transtar Acquisition;

     (k) Investments existing on the date hereof (other than those referred to in paragraph 6H(d)(i));

     (l) the purchase or other acquisition of all of the Equity Interests in, or all or substantially all of the property of, any Person that, upon the consummation thereof, will be wholly-owned directly by the Company or one or more of its Wholly-Owned Subsidiaries (including as a result of a merger or consolidation); provided that, with respect to each purchase or other acquisition made pursuant to this paragraph 6H(l):

     (i) the Term A Facility (as defined in the Credit Agreement) has been paid in full;

     (ii) any such newly-created or acquired Subsidiary shall comply with the requirements of paragraph 5K;

     (iii) the lines of business of the Person to be (or the property of which is to be) so purchased or otherwise acquired shall be substantially the same lines of business as one or more of the principal businesses of the Company and its Subsidiaries in the ordinary course;

     (iv) the prior, effective consent or approval to such purchase shall have been granted by the Board of Directors or equivalent governing body of the acquiree;

     (v) such purchase or other acquisition shall not include or result in any contingent liabilities that could reasonably be expected to be material to the business, financial condition, operations or prospects of the Company and its Subsidiaries, taken as a whole (as determined in good faith by the board of directors (or the persons performing similar functions) of the Company or such Subsidiary if the board of directors is otherwise approving such transaction and, in each other case, by a Responsible Officer);

     (vi) the total cash and noncash consideration (including the fair market value of all Equity Interests issued or transferred to the sellers thereof (other than Equity Interests of the Company), all indemnities, earnouts and other contingent payment obligations to (with the amount thereof being determined by reference to the amount reflected on the Company’s or the applicable Subsidiary’s balance sheet as of the first date after the consummation of the applicable Investment), and the aggregate amounts paid or to be paid under noncompete, consulting and

A.M. Castle & Co.
September 5, 2006
Page 10

other affiliated agreements with, the sellers thereof and all assumptions of debt, liabilities and other obligations in connection therewith) paid by or on behalf of the Company and its Subsidiaries for any such purchase or other acquisition, when aggregated with the total cash and noncash consideration paid by or on behalf of the Company and its Subsidiaries for all other purchases and other acquisitions made by the Company and its Subsidiaries pursuant to this paragraph 6H(l) during the immediately preceding 12 months, shall not exceed $50,000,000;

     (vii) (A) immediately before and immediately after giving pro forma effect to any such purchase or other acquisition, no Default or Event of Default shall have occurred and be continuing and (B) immediately after giving effect to such purchase or other acquisition, the Company and its Subsidiaries shall be in pro forma compliance with all of the covenants set forth in paragraphs 6A, 6B and 6C, such compliance to be determined on the basis of the financial information most recently delivered to the holders of the Notes pursuant to paragraph 5F(a) or (b) as though such purchase or other acquisition had been consummated as of the first day of the fiscal period covered thereby; and

     (viii) the Company shall have delivered to each holder of the Notes at least five Business Days prior to the date on which any such purchase or other acquisition is to be consummated, a certificate of a Responsible Officer, in form and substance reasonably satisfactory to the Required Holder(s), certifying that all of the requirements set forth in this paragraph 6H(l) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition;

     (m) Investments in promissory notes issued as all or a portion of the purchase price paid in connection with any Disposition permitted by paragraph 6F or any sale permitted by paragraph 6G, not exceeding (i) $10,000,000 in aggregate principal amount at any time outstanding with respect to Dispositions of the Company’s interests in joint ventures in existence on September 5, 2006, or (ii) $1,000,000 with respect to any other such Disposition or sale.

     (n) Investments made after September 5, 2006 in joint ventures not exceeding $7,500,000 in the aggregate at any time outstanding.

     ...

     6K. Off-Balance Sheet Liabilities. The Company will not, and will not permit any Subsidiary to, incur or suffer to exist any Off-Balance Sheet Liabilities, except for existing Off-Balance Sheet Liabilities described in the attached Schedule 6K.

     ...

     6N. Accounting Changes. The Company will not, and will not permit any Subsidiary to, make any change in (a) accounting policies or reporting practices for

A.M. Castle & Co.
September 5, 2006
Page 11

purposes of this Agreement or Securities and Exchange Commission reporting requirements, except as required by generally accepted accounting principles, or (b) fiscal year.”

     1.13. Clause (d) of paragraph 7A of the Note Agreement is amended and restated in its entirety as follows:

     “(d) any default in the observance or performance of paragraph 4E, paragraphs 6A through 6N or in paragraph 7E;”

     1.14. Paragraph 10 of the Note Agreement is amended by adding, or amending and restating, the following definitions as follows:

     “Bank Guarantee Agreement” shall mean that certain Guarantee Agreement, dated as of September 5, 2006, by the Guarantors in favor of the Bank Agent and the Banks, and all joinder thereto, as the same may be amended, modified or supplemented from time to time in accordance with the provisions thereof.

     “Cash Equivalents” means any of the following types of Investments, to the extent owned by the Company or any of its Subsidiaries free and clear of all Liens (other than Liens created under the Collateral Documents and other Liens permitted hereunder):

     (a) Investments in (A) commercial paper of a domestic issuer maturing in 270 days or less from the date of issuance which is rated P-2 or better by Moody’s or A-2 or better by S&P, (B) certificates of deposit or banker’s acceptances issued by commercial banks or trust companies located in the United States of America and organized under its laws or the laws of any state thereof each having a combined capital, surplus and undivided profits of $100,000,000 or more, (C) obligations of or fully guaranteed by the United States of America or an agency thereof maturing within three years from the date of acquisition, (D) municipal securities maturing within three years from the date of acquisition which are rated in one of the top two rating classifications by at least one national rating agency, or (E) money market instrument programs which are classified as current assets in accordance with generally accepted accounting principles; and

     (b) Participations in notes maturing within 60 days which are rated P-2 or better by Moody’s or A-2 or better by S&P.

     “Collateral Agent” shall mean Bank of America, N.A., in its capacity as collateral agent under the Intercreditor Agreement, and its successor and assigns in that capacity.

A.M. Castle & Co.
September 5, 2006
Page 12

     “Contractual Obligation” shall mean , as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

     “Credit Agreement” shall mean the “Amended and Restated Credit Agreement”, dated as of September 5, 2006, between the Company, the Canadian Subsidiary, and the Banks, as amended, restated, supplemented or otherwise modified from time to time.

     “Credit Agreement Mandatory Prepayment” shall mean a prepayment of Term A Loans (as defined in the Credit Agreement) pursuant to Section 2.06(b) of the Credit Agreement.

     “Equity Interests” shall mean, with respect to any person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such person (including partnership, membership or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

     “Intercreditor Agreement” shall mean that certain Amended and Restated Collateral Agency and Intercreditor Agreement, dated as of September 5, 2006, by and among Collateral Agent, Bank of America N.A., the Noteholders (as defined therein), Northern Trust, the Company and the Guarantors, as amended, restated, supplemented or otherwise modified from time to time.

     “Internal Control Event” shall mean a fraud that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

     “Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or interest in, another Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit or all or a substantial part of the business of, such Person. For purposes of covenant compliance, the amount of

A.M. Castle & Co.
September 5, 2006
Page 13

any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

     “Material Adverse Effect” shall mean a (i) a material adverse effect on the business, assets, properties, profits, prospects, operations or condition, financial or otherwise, of the Company and its Subsidiaries, on a consolidated basis, (ii) the impairment of the ability of the Company to perform its obligations under this Agreement, or (iii) the impairment of the ability of any holder of the Notes to enforce the Company’s and the Guarantor’s obligations under this Agreement, the Notes or any Transaction Document to which it is a party.

     “Material Contract” means, with respect to any Person, each contract to which such Person is a party involving aggregate consideration payable to or by such Person of $20,000,000 or more in any year or otherwise material to the business, condition (financial or otherwise), operations, performance, properties or prospects of such Person.

     “Moody’s” shall mean Moody’s Investor Service, Inc.

     “Net Cash Proceeds” shall mean, with respect to the sale or issuance of any Equity Interest by the Company, the excess of (i) the sum of the cash and Cash Equivalents received in connection with such transaction over (ii) the underwriting discounts and commissions, and other reasonable and customary out-of-pocket expenses, incurred by such Loan Party or such Subsidiary in connection therewith.

     “Off-Balance Sheet Liabilities” means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the Company is a party, under which the Company or any Subsidiary has:

     (a) any obligation under a guarantee contract that has any of the characteristics identified in paragraph 3 of FASB Interpretation No. 45, Guarantor’s Accounting and Disclosure Requirements for Guarantees, including Indirect Guarantees of Indebtedness of Others (November 2002) (“FIN 45”), as may be modified or supplemented, and that is not excluded from the initial recognition and measurement provisions of FIN 45 pursuant to paragraphs 6 or 7 of that Interpretation;

     (b) a retained or contingent interest in assets transferred to an unconsolidated entity or similar arrangement that serves as credit, liquidity or market risk support to such entity for such assets;

     (c) any obligation, including a contingent obligation, under a contract that would be accounted for as a derivative instrument, except that it is both

A.M. Castle & Co.
September 5, 2006
Page 14

indexed to the Company’s own stock and classified in stockholders’ equity in the Company’s statement of financial position, and therefore excluded from the scope of FASB Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities (June 1998), pursuant to paragraph 11(a) of the Statement, as may be modified or supplemented; or

     (d) any obligation, including a contingent obligation, arising out of a variable interest (as referenced in FASB Interpretation No. 46, Consolidation of Variable Interest Entities (January 2003), as may be modified or supplemented) in an unconsolidated entity that is held by, and material to, the Company or any Subsidiary, where such entity provides financing, liquidity, market risk or credit risk support to, or engages in leasing, hedging or research and development services with, the Company or any Subsidiary.

     “Other Senior Debt” shall mean Debt of the Company and/or its Subsidiaries (i) owed pursuant to the Credit Agreement, (ii) owed pursuant to the Trade Agreement in an aggregate principal amount not in excess of $10,000,000, and (iii) Debt of the Company incurred after the date of closing in compliance with paragraph 6B.

     “Significant Subsidiary” shall mean all Subsidiaries of the Company other than: (i) Foreign Subsidiaries and (ii) any other Subsidiary of the Company which is not required to be a Guarantor pursuant to the provisions of the first sentence of paragraph 5K so long as such Subsidiary described in the foregoing has not guaranteed any Debt of the Company or any other Guarantor (other than the Debt outstanding under this Agreement and the Other Senior Debt).

     “Solvent” and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature, (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital, and (e) such Person is able to pay its debts and liabilities, contingent obligations and other commitments as they mature in the ordinary course of business. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

A.M. Castle & Co.
September 5, 2006
Page 15

     “S&P” shall mean Standard & Poor’s Ratings Services, Inc., a division of the McGraw-Hill Companies, and any successor thereto.

     “Trade Agreement” shall mean the Amended and Restated Trade Acceptance Purchase Agreement, dated as of September 5, 2006, between the Company and Northern Trust, as amended, restated, supplemented or otherwise modified from time to time.

     “Transtar Acquisition” means the purchase by the Company of 100% of the outstanding Equity Interests of Transtar Intermediate Holdings #2, Inc., pursuant to the Transtar Stock Purchase Agreement.

     “Transtar Entities” shall mean Transtar Intermediate Holdings #2, Inc., a Delaware corporation, Transtar Metals Holdings, Inc., a Delaware corporation, Transtar Inventory Corp., a Delaware corporation, Transtar Metals Corp., a Delaware corporation and Transtar Marine Corp., a Delaware corporation.

     “Transtar Stock Purchase Agreement” means that certain Stock Purchase Agreement, dated as of August 12, 2006, among Transtar Holdings #2, LLC, as seller, and the Company, as buyer.

     1.15. Paragraph 10C is amended by adding the following sentence to the end thereof:

“In the event that compliance with the provisions of the Pension Protection Act of 2006 by the Company and its Subsidiaries results in non-cash charges which are reflected on the Company’s balance sheets or income statements, such charges shall be disregarded for purposes of calculating Adjusted Consolidated Net Worth, the ratio of Consolidated Debt to Consolidated Total Capitalization and the ratio of Net Working Capital to Consolidated Debt hereunder.”

     1.16. Schedule 2 to Exhibit F (Compliance Certificate) to the Note Agreement is hereby amended and restated in its entirety as set forth on Schedule 2 hereto.

     1.17. The Note Agreement is amended (i) by adding new Schedules 6D and 6K thereto in the form of Schedules 6D and 6K hereto and (ii) by amending and restating Schedule 8A(1) thereto in the form of Schedule 8A(1) attached hereto.

     1.18. Section 5 of the Guaranty Agreement is hereby amended by replacing the reference to “paragraph 5K(a)” therein with “paragraph 5K”.

     SECTION 2. Representations and Warranties. The Company and each Guarantor represents and warrants that (a) each representation and warranty set forth in paragraph 8 of the Note Agreement and the other Transaction Documents to which it is a party, is true and correct as of the date of execution and delivery of this letter by the Company or such Guarantor with the same effect as if made on such date (except to the extent such representations and warranties

A.M. Castle & Co.
September 5, 2006
Page 16

expressly refer to an earlier date, in which case they were true and correct as of such earlier date and except that the representations and warranties contained in paragraph 8B of the Note Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of paragraph 5F of the Note Agreement); (b) both before and after giving effect to the amendments set forth in Section 1 hereof, no Event of Default or Default exists or has occurred and is continuing on the date hereof; and (c) both before and after giving effect to the amendments set forth in Section 1 hereof and the consummation of the transactions contemplated by the Credit Agreement, Trade Agreement and Transtar Stock Purchase Agreement, the Company, individually and together with its Subsidiaries on a consolidated basis, is Solvent.

     SECTION 3. Conditions Precedent. This amendments in Section 1 of this letter shall become effective on the date (the “Effective Date”) when each Purchaser shall have received original counterparts or, if satisfactory to such Purchaser, certified or other copies of all of the following, each duly executed and delivered by the party or parties thereto, in form and substance satisfactory to such Purchaser, dated the date hereof unless otherwise indicated, and on the Effective Date in full force and effect:

     (i) counterparts to this letter executed by the Company and each Guarantor;

     (ii) counterparts to the Intercreditor Agreement executed by the Collateral Agent, Bank of America, N.A., Northern Trust, the Company and the Guarantors;

     (iii) a copy of the amendments to certain Collateral Documents set forth on Exhibit C to the Intercreditor Agreement (the “Collateral Document Amendments”);

     (iv) a Joinder to the Guaranty Agreement, in the form of Exhibit A hereto, executed by each Transtar Entity;

     (v) a Secretary’s Certificate signed by the Secretary or an Assistant Secretary and one other officer of each Transtar Entity certifying, among other things, (a) as to the names, titles and true signatures of the officers of such Transtar Entity authorized to sign the Transaction Documents to which such Transtar Entity is a party, (b) that attached thereto is a true, accurate and complete copy of the certificate of incorporation of such Transtar Entity, certified by the Secretary of State of the state of organization of such Transtar Entity, as of a recent date, (c) that attached thereto is a true, accurate and complete copy of the by-laws of such Transtar Entity, which were duly adopted and are in effect as of the Date and have been in effect immediately prior to and at all times since the adoption of the resolutions referred to in clause (d), below, (d) that attached thereto is a true, accurate and complete copy of the resolutions of the board of directors or other managing body of the such Transtar Entity, duly adopted at a meeting or by unanimous written consent of such board of directors or other managing body, authorizing the execution, delivery and performance of the Transaction Documents to which such Transtar Entity is a party, and that such resolutions have not been amended, modified,

A.M. Castle & Co.
September 5, 2006
Page 17

revoked or rescinded, are in full force and effect and are the only resolutions of the shareholders of such Transtar Entity, or of such board of directors or other managing body or any committee thereof relating to the subject matter thereof, (e) that the Transaction Documents executed and delivered to such Purchaser by such Transtar Entity, are in the form approved by its board of directors or other managing body in the resolutions referred to in clause (d), above, and (f) that no dissolution or liquidation proceedings as to such Transtar Entity have been commenced or are contemplated;

     (vi) a certificate of corporate or other type of entity and tax good standing for each Transtar Entity from the Secretary of State of the state of organization of such Transtar Entity and of each state in which such Transtar Entity is required to be qualified to transact business as a foreign organization, in each case dated as of a recent date;

     (vii) Certified copies of Requests for Information or Copies (Form UCC-11) or equivalent reports listing all effective financing statements which name any Transtar Entity (under its present name and previous names) as debtor and which are filed in the office of the Secretary of State in any state in which any Transtar Entity is located (as determined under the UCC), and lien and judgment search reports from the county recorder of any county in which any Transtar Entity maintains an office or in which any assets of any Transtar Entity are located;

     (viii) a favorable opinion of McDermott Will & Emery, special counsel to the Transtar Entities, and each Transtar Entity, by its execution hereof, hereby requests and authorizes such special counsel to render such opinion and to allow each holder of the Notes to rely on such opinion, and understands and agrees that each Purchaser receiving such an opinion will be relying, and is hereby authorized to rely, on such opinion;

     (ix) a copy of the Credit Agreement and all instruments, documents and agreements delivered at the closing of and making of the term loan and the initial revolving loan thereunder, certified by an Officer’s Certificate, dated the Effective Date, as correct and complete;

     (x) a copy of the Trade Agreement and all instruments, documents and agreements delivered at the closing thereof, certified by an Officer’s Certificate, dated the Effective Date, as correct and complete;

     (xi) an Officer’s Certificate confirming that all conditions precedent to the Transtar Acquisition have been satisfied or waived by the applicable Persons;

     (xii) evidence that all commitments under the Financing Agreement, dated as of December 14, 2004 among Transtar Inventory Corp., Transtar Metals Corp., U.S. Bank National Association, as Agent, and the other lenders party thereto (the “Existing Credit Facilities Agreement”) have been or concurrently with the Effective Date are being terminated, and all outstanding amounts thereunder paid in full and all Liens

A.M. Castle & Co.
September 5, 2006
Page 18

securing obligations under the Existing Credit Facilities Agreement have been or concurrently with the Effective Date are being released;

     (xiii) evidence that after giving effect to the U.S. Revolving Credit Loans (as defined in the Credit Agreement) on the Effective Date, Undrawn Availability (as defined in the Credit Agreement) is not less than $15,000,000;

     (xiv) evidence that (i) the Consolidated EBITDA of the Company and its Subsidiaries (with Subsidiaries being determined after giving effect to the consummation of the Transtar Acquisition) for the 12 months ended June 30, 2006 was not less than $105,000,000, and (ii) the ratio of Consolidated Debt to Consolidated EBITDA of the Company and its Subsidiaries (with Subsidiaries being determined after giving effect to the consummation of the Transtar Acquisition and with EBITDA being calculated for the 12 months ended June 30, 2006) as of the Effective Date is not greater than 2.75 to 1.0; and

     (xi) such other certificates, documents and agreements as such Purchaser may reasonably request.

     SECTION 4. Reference to and Effect on Note Agreement. Upon the effectiveness of the amendments to the Note Agreement made in this letter, each reference to the Note Agreement in any other document, instrument or agreement shall mean and be a reference to the Note Agreement as modified by this letter. Except as specifically set forth in Section 1 hereof, the Note Agreement shall remain in full force and effect and is hereby ratified and confirmed in all respects. The Company and each Guarantor hereby represents and warrants that all necessary or required consents to this letter have been obtained and are in full force and effect. Except as specifically stated in this letter, the execution, delivery and effectiveness of this letter shall not (a) amend the Note Agreement, any Note or any of the other Transaction Documents, (b) operate as a waiver of any right, power or remedy of the holder of any Note, (c) constitute a waiver of, or consent to any departure from, any provision of the Note Agreement, any Note or any of the other Transaction Documents at any time or (d) be construed as a course of dealing or other implication that any holder of any Note has agreed to or is prepared to grant any consents or agree to any amendments to the Note Agreement, any Note or any of the other Transaction Documents in the future, whether or not under similar circumstances.

     SECTION 5. Expenses. The Company hereby confirms its obligations under the Note Agreement, whether or not the transactions hereby contemplated are consummated, to pay, promptly after request by the holders of the Notes, all reasonable out-of-pocket costs and expenses, including attorneys’ fees and expenses, incurred by any holder of the Notes in connection with this letter or the transactions contemplated hereby, in enforcing any rights under this letter, or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this letter or the transactions contemplated hereby. The obligations of the Company under this Section 5 shall survive transfer by any holder of a Note of any Note and payment of any Note.

A.M. Castle & Co.
September 5, 2006
Page 19

     SECTION 6. Reaffirmation. Each Guarantor hereby ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under the Guaranty Agreement to which it is a party and each of the other Transaction Documents to which it is a party. Each Guarantor hereby consents to the terms and conditions of this letter and reaffirms its obligations and liabilities under or with respect to the Note Agreement as amended by this letter.

     SECTION 7. Collateral Documents. The Company and the Guarantors have heretofore executed and delivered certain Collateral Documents and concurrently herewith are executing the Collateral Document Amendments. The Company and the Guarantors hereby acknowledge and agree that the Liens created and provided for by the Collateral Documents, as amended by the Collateral Document Amendments, continue to secure, among other things, the obligations arising under the Note Agreement as amended hereby; and the Collateral Documents, as amended by the Collateral Document Amendments, and the rights and remedies of the holders of the Notes and Collateral Agent thereunder, the obligations of the Company and the Guarantors thereunder, and the Liens created and provided for thereunder remain in full force and effect and shall not be affected, impaired or discharged hereby. Nothing herein contained shall in any manner affect or impair the priority of the liens and security interests created and provided for by the Collateral Documents, as amended by the Collateral Document Amendments, as to the indebtedness which would be secured thereby prior to giving effect to this letter agreement.

     SECTION 8. Governing Law. THIS LETTER SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS OF SUCH STATE WHICH WOULD OTHERWISE CAUSE THIS LETTER TO BE CONSTRUED OR ENFORCED OTHER THAN IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS.

     SECTION 9. Counterparts; Section Titles. This letter may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page to this letter by facsimile shall be effective as delivery of a manually executed counterpart of this letter. The section titles contained in this letter are and shall be without substance, meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto.

[signature page follows]

Very truly yours,
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
By:	/s/ G. Anthony Coletta
	Vice President
PRUDENTIAL RETIREMENT INSURANCE
AND ANNUITY COMPANY
By:	Prudential Investment Management, Inc., as investment manager
By:	/s/ G. Anthony Coletta
	Vice President

Agreed and Accepted:
A. M. CASTLE & CO.
By:	/s/ Lawrence A. Boik
Name:	Lawrence A. Boik
Title:	Vice President

GUARANTORS:
DATAMET, INC.
By:	/s/ Jerry M. Aufox
Name:  Jerry M. Aufox
Title:    Secretary
KEYSTONE TUBE COMPANY, LLC
By:	/s/ Jerry M. Aufox
Name:  Jerry M. Aufox
Title:    Secretary
TOTAL PLASTICS, INC.
By:	/s/ Lawrence A. Boik
Name:  Lawrence A. Boik
Title:    Vice President
PARAMONT MACHINE COMPANY, LLC
By:	/s/ Jerry M. Aufox
Name:  Jerry M. Aufox
Title:    Secretary
ADVANCED FABRICATING
TECHNOLOGY, LLC
By:	/s/ Jerry M. Aufox
Name:  Jerry M. Aufox
Title:    Secretary
OLIVER STEEL PLATE CO.
By:	/s/ Jerry M. Aufox
Name:  Jerry M. Aufox
Title:    Secretary
METAL MART, LLC
By:	/s/ Jerry M. Aufox
Name:  Jerry M. Aufox
Title:    Vice President

TRANSTAR INTERMEDIATE HOLDINGS #2, INC.
By:	/s/ Lawrence A. Boik
Name: Lawrence A. Boik
Title:   Vice President
TRANSTAR METALS HOLDINGS, INC.
By:	/s/ Lawrence A. Boik
Name: Lawrence A. Boik
Title:   Vice President
TRANSTAR INVENTORY CORP.
By:	/s/ Lawrence A. Boik
Name: Lawrence A. Boik
Title:   Vice President
TRANSTAR METALS CORP.
By:	/s/ Lawrence A. Boik
Name: Lawrence A. Boik
Title: Vice President
TRANSTAR MARINE CORP.
By:	/s/ Lawrence A. Boik
Name: Lawrence A. Boik
Title:   Vice President

A.M. Castle & Co.
September 5, 2006
Page 23

EXHIBIT A

JOINDER AGREEMENT NO. 1 TO GUARANTY AGREEMENT

Re: A. M. CASTLE & CO.

     This Joinder Agreement is made as of September 5, 2006, in favor of the Holders (as such terms are defined in the Castle Guaranty, as hereinafter defined).

A. Reference is made to the Guaranty Agreement made as of November 17, 2005 (as such Guarantee may be supplemented, amended, restated or consolidated from time to time, the “Castle Guaranty”) by certain Persons in favor of the Holders (as defined in the Castle Guaranty), under which such Persons have guaranteed to the Holders the due payment and performance by A. M. Castle & Co. (“Castle”) of the Guarantied Obligations (as defined in the Castle Guaranty).

B. Capitalized terms used but not otherwise defined in this Joinder Agreement have the respective meanings given to such terms in the Castle Guaranty, including the definitions of terms incorporated in the Castle Guaranty by reference to other agreements.

C. Section 5 of the Castle Guaranty provides that additional Persons may from time to time after the date of the Castle Guaranty become Guarantors under the Castle Guaranty by executing and delivering to the Holders a supplemental agreement to the Castle Guaranty in the form of this Joinder Agreement.

     For valuable consideration, each of the undersigned (each a “New Guarantor”) severally (and not jointly, or jointly and severally) agrees as follows:

     1. Each of the New Guarantors has received a copy of, and has reviewed, the Castle Guaranty and the Transaction Documents in existence on the date of this Joinder Agreement and is executing and delivering this Joinder Agreement to the Holders pursuant to Section 5 of the Castle Guaranty.

     2. Effective from and after the date this Joinder Agreement is executed and delivered to the Holders by any one of the New Guarantors (and irrespective of whether this Joinder Agreement has been executed and delivered by any other Person), such New Guarantor is, and shall be deemed for all purposes to be, a Guarantor under the Castle Guaranty with the same force and effect, and subject to the same agreements, representations, guarantees, indemnities, liabilities and obligations, as if such New Guarantor was, effective as of the date of this Joinder Agreement, an original signatory to the Castle Guaranty as a Guarantor. In furtherance of the foregoing, each of the New Guarantors jointly and severally guarantees to Holders in accordance with the provisions of the Castle Guaranty the due and punctual payment and performance in full of each of the Guarantied Obligations as each such Guarantied Obligation becomes due from time to time (whether because of maturity, default, demand, acceleration or otherwise) and

A.M. Castle & Co.
September 5, 2006
Page 24

understands, agrees and confirms that the Holders may enforce the Castle Guaranty and this Joinder Agreement against such New Guarantor for the benefit of the Holders up to the full amount of the Guarantied Obligations without proceeding against any other Guarantor, Castle, any other Person or any collateral securing the Guarantied Obligations. The terms and provisions of the Castle Guaranty are incorporated by reference in this Joinder Agreement.

     3. Upon this Joinder Agreement bearing the signature of any Person claiming to have authority to bind any New Guarantor coming into the hands of any Holder, and irrespective of whether this Joinder Agreement or the Castle Guaranty has been executed by any other Person, this Joinder Agreement will be deemed to be finally and irrevocably executed and delivered by, and be effective and binding on, and enforceable against, such New Guarantor free from any promise or condition affecting or limiting the liabilities of such New Guarantor and such New Guarantor shall be, and shall be deemed for all purposes to be, a Guarantor under the Castle Guaranty. No statement, representation, agreement or promise by any officer, employee or agent of any Holder forms any part of this Joinder Agreement or the Castle Guaranty or has induced the making of this Joinder Agreement or the Castle Guaranty by any of the New Guarantors or in any way affects any of the obligations or liabilities of any of the New Guarantors in respect of the Guarantied Obligations.

     4. This Joinder Agreement may be executed in counterparts. Each executed counterpart shall be deemed to be an original and all counterparts taken together shall constitute one and the same Joinder Agreement. Delivery of an executed signature page to this Joinder Agreement by any New Guarantor by facsimile transmission shall be as effective as delivery of a manually executed copy of this Joinder Agreement by such New Guarantor.

     5. This Joinder Agreement is a contract made under, and will for all purposes be governed by and interpreted and enforced according to, the internal laws of the State of Illinois excluding any conflict of laws rule or principle which might refer these matters to the laws of another jurisdiction.

     6. This Joinder Agreement and the Castle Guaranty shall be binding upon each of the New Guarantors and the successors of each of the New Guarantors. None of the New Guarantors may assign any of its obligations or liabilities in respect of the Guarantied Obligations.

[signature page follows]

     IN WITNESS OF WHICH this Joinder Agreement has been duly executed and delivered by each of the New Guarantors as of the date indicated on the first page of this Joinder Agreement.

TRANSTAR INTERMEDIATE HOLDINGS #2, INC.,

a Delaware corporation

By:

Name:

Title:

TRANSTAR METALS HOLDINGS, INC., a Delaware corporation

By:

Name:

Title:

TRANSTAR INVENTORY CORP., a Delaware corporation

By:

Name:

Title:

TRANSTAR METALS CORP., a Delaware corporation

By:

Name:

Title:

TRANSTAR MARINE CORP., a Delaware corporation

By:

Name:

Title:

SCHEDULE 2

For the Quarter/Year ended                                         (“Statement Date”)

SCHEDULE 2
to the Compliance Certificate
($ in 000’s)

I.	Paragraph 5K — Subsequent Guarantors
	A.	Assets of the Canadian Subsidiary as a percentage of Consolidated Total Assets			%
	B.	Assets of the Mexican Subsidiary as a percentage of Consolidated Total Assets			%
	C.	Assets of the Foreign Subsidiaries (other than the Canadian Subsidiary and the Mexican Subsidiary) as a percentage of Consolidated Total Assets			%
II.	Paragraph 6A — Adjusted Consolidated Net Worth.
	A.	Adjusted Consolidated Net Worth at Statement Date:
		1.	Consolidated Stockholders Equity:	$
		2.	Restricted Investments in excess of 10% of Consolidated Stockholders Equity:	$
		3.	Adjusted Consolidated Net Worth (Line I.A.1 less Line I.A.2):	$
	B.	Minimum Required Adjusted Consolidated Net Worth:		$
	1.	$                    :		$
		2.	plus the sum of 40% of Consolidated Net Income (but only if a positive number) earned in each completed fiscal year ending after December 31, 2005:	$
		3.	plus 40% of Consolidated Net Income (but only if a positive number) for the portion of the fiscal year to date:	$
		4.	plus 75% of Net Cash Proceeds received by the Company from the issuance of Equity Interests by the Company:	$

F-1

		5.	Minimum Required Adjusted Consolidated Net Worth (I.B.1 plus I.B.2 plus I.B.3. plus I.B.4.):	$
	D.	Excess (deficient) for covenant compliance (Line I.A.3 less I.B.4):		$
III.	Paragraph 6B – Consolidated Debt to Consolidated Total Capitalization.
	A.	Consolidated Debt:		$
	B.	Consolidated Total Capitalization:		$
	C.	Consolidated Debt to Consolidated Total Capitalization (Line II.A. ) Line II.B.):		to 1.0
	Minimum required:				0.55 to 1.0
IV.	Paragraph 6C – Net Working Capital to Consolidated Debt.
	A.	Net Working Capital:		$
	B.	Consolidated Debt:		$
	C.	Net Working Capital to Consolidated Debt: (Line III.A. ) Line III.B.)		to 1.0
	Minimum required:				1.0 to 1.0

F-2

SCHEDULE 6D

EXISTING LIENS

1. Specific equipment of Transtar Metals Corp. is subject to Liens pursuant to that certain Interim Financing Agreement, dated as of June 20, 2006, between Transtar Metals Corp. and General Electric Capital Corporation and that certain Master Lease Agreement, dated as of April 28, 2006, between Transtar Metals Corp. and General Electric Capital Corporation.

Liens represented by the following financing statements:

2. UCC Financing Statement Number 31773194, filed with the Delaware Secretary of State on July 14, 2003. against Transtar Metals Corp. by NMHG Financial Services, Inc. covering specific equipment.

3. UCC Financing Statement Number 31100182, filed with the Delaware Secretary of State on November 20, 2003, as amended April 15, 2003 and May 3, 2004, against Transtar Metals Corp. by Fleet Capital Corporation covering specific equipment.

4. UCC Financing Statement Number 41795048, filed with the Delaware Secretary of State on June 28, 2004, as amended September 10, 2004, against Transtar Metals Corp. by De Lage Landen Financial Services covering specific equipment.

5. UCC Financing Statement Number 51067249, filed with the Delaware Secretary of State on April 7, 2004, as amended June 22, 2005, against Transtar Metals Corp. and Transtar Metals Holdings, Inc. by California First Leasing Corporation covering specific equipment.

6. UCC Financing Statement Number 42457531, filed with the Delaware Secretary of State on August 31, 2004, as amended October 25, 2004, against Transtar Metals Corp. and Transtar Metals Holdings, Inc. by California First Leasing Corporation covering specific equipment.

7. UCC Financing Statement Number 42089540, filed with the Delaware Secretary of State on July 26, 2004, against Transtar Metals Corp. by Greater Bay Bank N.A. covering specific equipment.

8. UCC Financing Statement Number 20047004746305, filed with the California Secretary of State on November 19, 2004, against Transtar Metals Corp. by Greater Bay Bank N.A. covering specific equipment.

9. UCC Financing Statement Number 52553213, filed with the Delaware Secretary of State on August 11, 2005, against Transtar Metals Holdings, Inc. by Raymond Leasing Corporation covering specific equipment.

10. UCC Financing Statement Number 50248865, filed with the Delaware Secretary of State on January 24, 2005, against Transtar Metals Holdings, Inc. by Raymond Leasing Corporation covering specific equipment.

11. UCC Financing Statement Number 20047001453660, filed with the California Secretary of State on October 25, 2005, against Transtar Metals Corp. by Raymond Leasing Corporation covering specific equipment.

12. UCC Financing Statement Number 20047001500380, filed with the California Secretary of State on October 26, 2005, against Transtar Metals Corp. by Raymond Leasing Corporation covering specific equipment.

13. UCC Financing Statement Number 200420860173, filed with the California Secretary of State on July 19, 2004, against Transtar Metals Corp. by Wells Fargo Financial Leasing, Inc. covering specific equipment.

14. UCC Financing Statement Number 20067065119570, filed with the California Secretary of State on April 3, 2006, against Transtar Metals Corp. by Accurate Air Engineering, Inc. covering specific equipment.

15. UCC Financing Statement Number 42425322, filed with the Delaware Secretary of State on August 27, 2004, against Transtar Metals Corp. by American Express Business Finance covering specific equipment.

16. UCC Financing Statement Number 31148413, filed with the Delaware Secretary of State on May 5, 2003, against Transtar Intermediate Holdings #2, Inc. by CIT Communications Finance Corporation covering specific equipment. [Note — This financing statement should have been filed against Transtar Intermediate Holdings, Inc. (the former name of Transtar Metals Holdings, Inc.), but was mistakenly filed against Transtar Intermediate Holdings #2, Inc.

17. UCC Financing Statement Number 62152338, filed with the Delaware Secretary of State on June 22, 2006, against Transtar Metals Corp. by General Electric Capital Corporation covering specific equipment.

18. UCC Financing Statement Number 31100141, filed with the Delaware Secretary of State on April 25, 2003, against Transtar Marine Corp. Fleet Capital Corporation covering specific equipment.

19. A portion of the property at 26826 68th Avenue South, Kent, WA 98032 has been subleased to Meridian Transportation Resources, L.L.C., pursuant to a Sublease, dated March 18, 2003.

F-5

SCHEDULE 6K

EXISTING OFF-BALANCE SHEET LIABILITIES

None.

SCHEDULE 8A(1)

SUBSIDIARIES
AND OTHER EQUITY INVESTMENTS

Part (a) Subsidiaries.

Subsidiary	Jurisdiction of Organization
A. M. Castle & Co. (Canada) Inc.	Ontario, Canada
Castle Metals de Mexico, S.A. de C.V.	Mexico
Castle Foundation, Inc.	Illinois
Castle IND MGR, Inc. (dissolution in process)	Delaware
Castle SPFD, LLC (dissolution in process)	Delaware
Datamet, Inc.	Illinois
Hy-Alloy Steels Company	Delaware
KSI, LLC	Delaware
Keystone Services Inc.	Indiana
Keystone Tube Company LLC	Delaware
Metal Mart, LLC	Delaware
Oliver Steel Plate Co.	Delaware
Pacific Metals Company	California
Total Plastics, Inc.	Michigan
Advanced Fabricating Technology, LLC	Delaware
Paramont Machine Company, LLC	Delaware
Transtar Intermediate Holdings #2, Inc.	Delaware
Transtar Metals Holdings, Inc.	Delaware
Transtar Inventory Corp.	Delaware
Transtar Metals Corp.	Delaware
Transtar Marine Corp.	Delaware
Transtar Metals Limited	United Kingdom
Transtar Metals France	France

Part (b) Other Equity Investments.

Entity	Equity Holder	Ownership
Interest
Depot Metal, LLC	A. M. Castle & Co.	50.0%
(holder of 100% of equity interests of Kreher Steel Company, LLC)