10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended May 1, 2010

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                    

1-5911
(Commission File Number)

SPARTECH CORPORATION

(Exact name of Registrant as specified in its charter)

Delaware	43-0761773
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

120 S. Central Avenue, Suite 1700
Clayton, Missouri 63105
(Address of principal executive offices) (Zip Code)

(314) 721-4242
(Registrant’s telephone number, including area code)

Indicate by checkmark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES þ NO o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES o NO o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer þ	Non-accelerated filer o	Smaller reporting company o
		(Do not check if a smaller reporting company)

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES o NO þ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 30,913,748 shares of Common Stock, $.75 par value per share, outstanding as of June 7, 2010.

Cautionary Statements Concerning Forward-Looking Statements

     Statements in this Form 10-Q that are not purely historical, including statements which express the Company’s belief, anticipation or expectation about future events, are forward-looking statements. “Forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 relate to future events and expectations and include statements containing such words as “anticipates,” “believes,” “estimates,” “expects,” “would,” “should,” “will,” “will likely result,” “forecast,” “outlook,” “projects,” and similar expressions. Forward-looking statements are based on management’s current expectations and include known and unknown risks, uncertainties and other factors, many of which management is unable to predict or control, that may cause actual results, performance or achievements to differ materially from those expressed or implied in the forward-looking statements. Important factors which could cause actual results to differ from our forward looking statements include, but are not limited to:

(a)	adverse changes in economic or industry conditions, including global supply and demand conditions and prices for products of the types we produce;
(b)	our ability to compete effectively on product performance, quality, price, availability, product development, and customer service;
(c)	adverse changes in the markets we serve, including the packaging, transportation, building and construction, recreation and leisure, and other markets, some of which tend to be cyclical;
(d)	volatility of prices and availability of supply of energy and of the raw materials that are critical to the manufacture of our products, particularly plastic resins derived from oil and natural gas, including future effects of natural disasters;
(e)	our inability to manage or pass through to customers an adequate level of increases in the costs of materials, freight, utilities, or other conversion costs;
(f)	our inability to achieve and sustain the level of cost savings, productivity improvements, gross margin enhancements, growth or other benefits anticipated from our improvement initiatives;
(g)	our inability to collect all or a portion of our receivables with large customers or a number of customers;
(h)	loss of business with a limited number of customers that represent a significant percentage of the Company’s revenues;
(i)	restrictions imposed on us by instruments governing our indebtedness, the possible inability to comply with requirements of those instruments, and inability to access capital markets;
(j)	possible asset impairment charges;
(k)	our inability to predict accurately the costs to be incurred, time taken to complete, operating disruptions therefrom, potential loss of business or savings to be achieved in connection with announced production plant restructurings;
(l)	adverse findings in significant legal or environmental proceedings or our inability to comply with applicable environmental laws and regulations;
(m)	our inability to develop and launch new products successfully; and
(n)	possible weaknesses in internal controls.

We assume no responsibility to update our forward-looking statements, except as required by law.

SPARTECH CORPORATION
FORM 10-Q FOR THE QUARTER AND SIX MONTHS ENDED MAY 1, 2010
TABLE OF CONTENTS

PART I            FINANCIAL INFORMATION
Item 1. Financial Statements:
Consolidated Condensed Balance Sheets — As of May 1, 2010 (Unaudited) and October 31, 2009	1
Unaudited Consolidated Condensed Statements of Operations — For the three and six months ended May 1, 2010 and May 2, 2009	2
Unaudited Consolidated Condensed Statements of Cash Flows — For the six months ended May 1, 2010 and May 2, 2009	3
Unaudited Notes to the Financial Statements	4
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3. Quantitative and Qualitative Disclosures about Market Risk	18
Item 4. Controls and Procedures	18
PART II            OTHER INFORMATION
Item 1. Legal Proceedings	19
Item 1A. Risk Factors	19
	.
Item 5. Other Information	19
Item 6. Exhibits	20
Signatures	20
Certifications and Agreements
EX-10.1
EX-10.2
EX-10.3
EX-10.4
EX-31.1
EX-31.2
EX-32.1
EX-32.2

PART I — FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

SPARTECH CORPORATION AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEETS

(Dollars in thousands, except share data)

	May 1, 2010			October 31,
	(Unaudited)			2009
Assets
Current assets:
Cash and cash equivalents	$	3,858		$	26,925
Trade receivables, net of allowances of $1,683 and $2,470, respectively		147,382			130,355
Inventories, net of inventory reserves of $4,900 and $5,430, respectively		75,743			62,941
Prepaid expenses and other current assets		17,126			24,916
Assets held for sale		4,541			2,907
Total current assets		248,650			248,044
Property, plant, and equipment, net of accumulated depreciation of $315,417 and $304,424, respectively		216,127			229,003
Goodwill		144,070			144,345
Other intangible assets, net of accumulated amortization of $19,565 and $17,733, respectively		26,382			28,404
Other long-term assets		3,388			3,892
Total assets	$	638,617		$	653,688
Liabilities and shareholders’ equity
Current liabilities:
Current maturities of long-term debt	$	478		$	36,079
Accounts payable		123,407			103,484
Accrued liabilities		23,504			31,122
Total current liabilities		147,389			170,685
Long-term debt, less current maturities		176,076			180,355
Other long-term liabilities:
Deferred taxes		57,307			58,736
Other long-term liabilities		6,339			7,033
Total liabilities		387,111			416,809
Shareholders’ equity
Preferred stock (authorized: 4,000,000 shares, par value $1.00) Issued: None		—			—
Issued: None
Common stock (authorized: 55,000,000 shares, par value $0.75)		24,849			24,849
Issued: 33,131,846 shares; Outstanding: 30,913,153 and 30,719,277 shares, respectively
Contributed capital		203,930			204,183
Retained earnings		69,608			60,411
Treasury stock, at cost, 2,218,693 and 2,412,569 shares, respectively		(52,849	)		(54,860	)
Accumulated other comprehensive income		5,968			2,296
Total shareholders’ equity		251,506			236,879
Total liabilities and shareholders’ equity	$	638,617		$	653,688

See accompanying notes to consolidated condensed financial statements.

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SPARTECH CORPORATION AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(Unaudited and dollars in thousands, except per share data)

	Three Months Ended					Six Months Ended
	May 1,			May 2,		May 1,			May 2,
	2010			2009		2010			2009
Net sales	$	268,524		$	216,412	$	493,687		$	453,713
Costs and expenses
Cost of sales		237,642			185,289		435,974			401,535
Selling, general and administrative expenses		20,452			17,806		38,868			39,857
Amortization of intangibles		963			1,161		1,928			2,329
Restructuring and exit costs		1,596			3,602		2,266			4,426
Total costs and expenses		260,653			207,858		479,036			448,147
Operating earnings		7,871			8,554		14,651			5,566
Interest, net of interest income		3,251			3,797		6,767			8,132
Earnings (loss) from continuing operations before income taxes		4,620			4,757		7,884			(2,566	)
Income tax expense (benefit)		80			2,608		(1,393	)		228
Net earnings (loss) from continuing operations		4,540			2,149		9,277			(2,794	)
(Loss) earnings from discontinued operations, net of tax		(87	)		1,615		(80	)		1,466
Net earnings (loss)	$	4,453		$	3,764	$	9,197		$	(1,328	)
Basic earnings (loss) per share:
Earnings (loss) from continuing operations	$	0.15		$	0.07	$	0.30		$	(0.09	)
Earnings (loss) of discontinued operations, net of tax		(0.01	)		0.05		0.00			0.05
Net earnings (loss) per share	$	0.14		$	0.12	$	0.30		$	(0.04	)
Diluted earnings (loss) per share:
Earnings (loss) from continuing operations	$	0.15		$	0.07	$	0.30		$	(0.09	)
Earnings (loss) of discontinued operations, net of tax		(0.01	)		0.05		(0.01	)		0.05
Net earnings (loss) per share	$	0.14		$	0.12	$	0.29		$	(0.04	)
Dividends declared per share	$	—		$	—	$	—		$	0.05

See accompanying notes to consolidated condensed financial statements.

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SPARTECH CORPORATION AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited and dollars in thousands)

	Six Months Ended
	May 1,			May 2,
	2010			2009
Cash flows from operating activities
Net earnings (loss)	$	9,197		$	(1,328	)
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:
Restructuring and exit costs		152			823
Depreciation and amortization		19,013			22,294
Provision for bad debt expense		25			3,595
Deferred taxes		(1,449	)		633
Stock-based compensation expense		1,931			1,275
(Gain)/loss on disposition of assets		(884	)		17
Other, net		(254	)		296
Change in current assets and liabilities		(8,161	)		(8,325	)
Net cash provided by operating activities		19,570			19,280
Cash flows from investing activities
Capital expenditures		(7,579	)		(5,096	)
Proceeds from the disposition of assets		2,876			61
Net cash used by investing activities		(4,703	)		(5,035	)
Cash flows from financing activities
Borrowings on bank credit facility, net		11,900			8,105
Payments on notes and bank term loan		(49,590	)		(18,912	)
Payments on bonds and leases, net		(262	)		(528	)
Cash dividends on common stock		—			(3,057	)
Net cash used by financing activities		(37,952	)		(14,392	)
Effect of exchange rate changes on cash and cash equivalents		18			(21	)
Decrease in cash and cash equivalents		(23,067	)		(168	)
Cash and cash equivalents at beginning of year		26,925			2,118
Cash and cash equivalents at end of period	$	3,858		$	1,950

See accompanying notes to consolidated condensed financial statements.

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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited and Dollars in thousands, except per share amounts)

1) Basis of Presentation

     The consolidated financial statements include the accounts of Spartech Corporation and its controlled affiliates (“Spartech” or the “Company”). These financial statements have been prepared on a condensed basis, and accordingly, certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, these consolidated condensed financial statements contain all adjustments (consisting of normal recurring adjustments) and disclosures necessary to make the information presented herein not misleading. These financial statements should be read in conjunction with the consolidated financial statements and accompanying footnotes thereto included in the Company’s October 31, 2009 Annual Report on Form 10-K.

     In 2009, the Company sold its wheels and profiles businesses and closed and liquidated three businesses including a manufacturer of boat components sold to the marine market, and one compounding and one sheet business which previously serviced single customers. These businesses are classified as discontinued operations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 205, Discontinued Operations. Accordingly, for all periods presented herein, the consolidated condensed statements of operations conform to this presentation. The wheels, profiles and marine businesses were previously reported in the Engineered Products segment and due to these dispositions, the Company no longer has this reporting segment.

     During the second quarter of 2010, the Company changed its organizational reporting and management responsibilities of two businesses previously included in our Color and Specialty Compounds segment to our Custom Sheet and Rollstock segment. Also in the second quarter, the Company reorganized its internal reporting and management responsibilities for certain product lines between its Custom Sheet and Rollstock and Packaging Technologies segments to better align its management of these product lines with end markets. These management and reporting changes resulted in a reorganization of the Company’s three reportable segments in the second quarter and historical segment results have been reclassified to conform to these changes. The results of the Company’s reportable segments are included in Note 12, Segment Information.

     The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts and related disclosures. Actual results could differ from those estimates. Operating results for any quarter are historically seasonal in nature and are not necessarily indicative of the results expected for the full year. Certain prior year amounts have been reclassified to conform to the current year presentation. The Company’s fiscal year ends on the Saturday closest to October 31 and fiscal years presented in this report contain 52 weeks. Years presented are fiscal years unless noted otherwise.

2) Newly Adopted Accounting Standards

     In June 2008, the FASB issued an accounting standard which addresses whether instruments granted in share-based payment awards that entitle their holders to receive nonforfeitable dividends or dividend equivalents before vesting should be considered participating securities and need to be included in the earnings allocation in computing earnings per share (“EPS”) under the “two-class method.” The two-class method is an earnings allocation formula that determines EPS for each class of common stock and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings. In accordance with the standard, the Company’s unvested restricted stock awards are considered participating securities because they entitle holders to receive nonforfeitable dividends during the vesting term. In applying the two-class method, undistributed earnings are allocated between common shares and unvested restricted stock awards. The standard became effective for the Company on November 1, 2009 when the two-class method of computing basic and diluted EPS was applied for all periods presented. See Note 11, Net Earnings (Loss) Per Share for additional information.

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3) Discontinued Operations

     A summary of the net sales and the net earnings (loss) from discontinued operations is as follows:

	Three Months Ended						Six Months Ended
	May 1,			May 2,			May 1,			May 2,
	2010			2009			2010			2009
Net Sales	$	6		$	17,922		$	6		$	29,771
(Loss) earnings of discontinued operations before income taxes		(89	)		2,657			(78	)		2,665
Income tax expense (benefit)		2			(1,042	)		(2	)		(1,199	)
(Loss) earnings of discontinued operations, net of tax	$	(87	)	$	1,615		$	(80	)	$	1,466

4) Inventories, net

     Inventories are valued at the lower of cost or market. Inventories at May 1, 2010 and October 31, 2009 are comprised of the following components:

	May 1,		October 31,
	2010		2009
Raw materials	$	43,394	$	34,288
Production supplies		6,991		7,055
Finished goods		25,358		21,598
Total inventories, net	$	75,743	$	62,941

5) Goodwill

     As discussed in Note 1, Basis of Presentation the Company reorganized its reportable segments in the second quarter of 2010. These changes resulted in reclassification of goodwill from the Color and Specialty Compounds segment to the Custom Sheet and Rollstock segment and reclassification of goodwill between the Custom Sheet and Rollstock segment and the Packaging Technologies segment.

     Changes in the carrying amount of goodwill for the six month period ended May 1, 2010, by reporting segment, are as follows:

							Color and
	Custom Sheet and			Packaging			Specialty
	Rollstock			Technologies			Compounds			Total
Goodwill balance as of October 31, 2009	$	31,307		$	94,636		$	18,402		$	144,345
Discontinuance of business		(275	)		—			—			(275	)
Segment reorganization		9,423			(2,370	)		(7,053	)		—
Goodwill balance as of May 1, 2010	$	40,455		$	92,266		$	11,349		$	144,070

6) Restructuring and Exit Costs

     In 2008, the Company announced a restructuring plan to address declines in end-market demand and build a low cost-to-serve model. The plan included the consolidation of production facilities, shutdown of underperforming and non-core operations and reductions in the number of manufacturing and administrative jobs. During the first quarter of 2010, the Company sold a closed facility and recorded a $712 gain on this sale.

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     Restructuring and exit costs were recorded in the consolidated condensed statements of operations for the three and six months ended May 1, 2010 and May 2, 2009 are as follows:

	Three Months Ended						Six Months Ended
	May 1,			May 2,			May 1,			May 2,
	2010			2009			2010			2009
Restructuring and exit costs:
Custom Sheet and Rollstock	$	771		$	1,895		$	853		$	2,182
Packaging Technologies		10			780			(719	)		1,116
Color and Specialty Compounds		787			638			2,104			822
Corporate		28			289			28			306
Total restructuring and exit costs		1,596			3,602			2,266			4,426
Income tax benefit		(598	)		(1,245	)		(848	)		(1,637	)
Impact on net earnings from continuing operations	$	998		$	2,357		$	1,418		$	2,789

     The following table summarizes the cumulative restructuring and exit costs incurred to-date under the 2008 restructuring plan:

	Cumulative		Six Months
	through		Ended			Cumulative
	2009		May 1, 2010			To-Date
Employee Severance	$	3,977	$	1,371		$	5,348
Facility consolidation and shut-down costs		1,925		1,510			3,435
Accelerated depreciation, net		1,084		(615	)		469
Total	$	6,986	$	2,266		$	9,252

     Employee severance includes costs associated with the reduction in jobs resulting from facility consolidations and shut-downs as well as other job reductions. Facility consolidations and shut-down costs primarily include costs associated with shutting down production facilities, terminating leases and relocating production lines to continuing production facilities. Accelerated depreciation, net represents the impact from reduced lives on property, plant and equipment, net of gains or losses on the ultimate sales of the assets. The Company expects to incur approximately $2,250 of additional restructuring expenses on continuing operations for initiatives announced through May 1, 2010 which will primarily consist of employee severance and facility consolidation and shut-down costs. The Company’s announced facility consolidations and shut-downs are expected to be substantially complete by the end of fiscal 2010.

     The Company’s total restructuring liability, representing severance and relocation costs, was $1,620 at May 1, 2010 and $1,772 at October 31, 2009. Cash payments for restructuring activities of continuing operations were $1,335 and $2,418 for the three and six months ended May 1, 2010.

7) Long-Term Debt

     Long-term debt consisted of the following at May 1, 2010 and October 31, 2009:

	May 1,		October 31,
	2010		2009
2006 Senior Notes	$	37,992	$	45,684
2004 Senior Notes		113,972		137,054
Bank credit facility		11,900		—
Euro Bank term loan		—		20,292
Other		12,690		13,404
Total debt		176,554		216,434
Less current maturities		478		36,079
Total long-term debt	$	176,076	$	180,355

     The Company’s debt agreements required it to offer early principal payments to Senior Note and Euro Bank term loan holders based on a ratable percentage of each fiscal year’s excess cash flow and extraordinary receipts, such as proceeds from the sale of businesses, as defined in the agreements. In the first quarter of 2010, the

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Company paid $17,208 associated with extraordinary receipts on the sale of businesses that occurred in 2009. During the second quarter, the Company paid $15,308 associated with 2009 excess cash flow. In addition, the Company’s Euro Bank term loan matured in February 2010 and the Company paid 12,543 Euros ($17,123 U.S.). The Company borrowed from its revolving credit facility to fund the required excess cash flow and Euro Bank term loan payments.

     As of May 1, 2010, the Company had $104,459 of total capacity on its revolving credit facility, which is net of $12,920 used for standby letters of credit. Under the Company’s most restrictive covenant, the Leverage Ratio, the Company had $115,427 of availability on its revolving credit facility as of May 1, 2010. Effective May 1, 2010, the Company’s maximum Leverage Ratio allowed by its debt agreements decreased to 3.50 and the minimum Fixed Charge Coverage Ratio increased to 1.75. The Company’s credit facility borrowings are classified as long-term because the Company has the ability and intent to keep the balances outstanding over the next 12 months.

     On June 9, 2010, the Company entered into a new credit facility agreement and terminated the previous credit facility agreement, which was set to mature in June 2011. The new credit facility agreement increases the Company’s borrowing capacity to $150,000 with an optional $50,000 accordion feature, has a term of four years, bears interest at either Prime or LIBOR plus a borrowing margin, maintains the Company’s minimum Leverage Ratio of 3.5 to 1 and the Fixed Charge Coverage Ratio of 2.25 to 1, which declines to 1.4 in 2012 to accomodate our required principal payments, as defined in the agreement and includes other customary debt covenants related to capital expenditures, dividends, stock buy-backs and acquisitions. Consistent with the previous credit facility agreement, the new credit facility is secured with collateral including accounts receivable, inventory, machinery and equipment and intangible assets. Concurrent with the closing of the new credit facility, the Company paid off its higher interest rate 2006 Senior Notes by borrowing from the facility. The Company expects to record approximately $800 in non-cash write-offs of unamortized debt issuance costs from the extinguishment of its previous credit facility and the 2006 Senior Notes in the third quarter of 2010.

8) Income Taxes

     In the first quarter of 2010, the Company initiated a tax restructuring of its Donchery, France entity and in the second quarter of 2010, the Company’s Canadian entity used $18,500 to recapitalize our French operations. These transactions resulted in income tax benefits to the Company of $1,631 and $4,401 in the second quarter of 2010 and first half of 2010, respectively. The difference between the Company’s statutory rate and effective rate in these periods was primarily attributable to these transactions. The difference between the Company’s statutory rate and effective rate in the second quarter and first half of 2009 was largely attributable to the negative impact of a valuation allowance on losses from its Donchery, France operations.

     The $18,500 recapitalization made by the Company’s Canadian operations in the Company’s French operations in the second quarter of 2010 was used to repay an intercompany loan due from the Company’s French subsidiary. This transaction resulted in an $18,500 permanent reduction in the Company’s cash held in Canada. As of May 1, 2010, the Company held $1,724 of cash in Canada which is necessary to fund ongoing working capital investments. The Company does not provide for U.S. income and foreign withholding taxes on accumulated earnings of its foreign subsidiaries of $53,650 which are not subject to United States income tax because it is the Company’s intention to reinvest these earnings indefinitely. If the Company changed its intentions and such earnings were remitted to the United States, as of May 1, 2010, the Company would be required to recognize approximately $8,182 to $10,170 of additional income tax expense.

9) Fair Value of Financial Instruments

     The following table presents the carrying amounts and estimated fair values of the Company’s debt as follows:

	May 1, 2010				October 31, 2009
	Carrying		Estimated		Carrying		Estimated
	Amount		Fair Value		Amount		Fair Value
Total debt (including bank credit facilities)	$	176,554	$	171,377	$	216,434	$	205,776

     The estimated fair value of the Company’s debt is based on estimated borrowing rates to discount the cash flows to their present value as provided by a broker, or otherwise, quoted, current market prices for the same or

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similar issues. The Company’s other financial instruments, including cash, accounts receivable, accounts payable, and accrued liabilities have net carrying values that approximate their fair values due to the short-term nature of these instruments.

     Disclosures for non-financial assets and liabilities that are measured at fair value, but are recognized and disclosed as fair value on a non-recurring basis, were required prospectively beginning November 1, 2009. During the three and six months ended May 1, 2010, there were no significant measurements of non-financial assets or liabilities at fair value on a non-recurring basis subsequent to their initial recognition.

10) Commitments and Contingencies

     In September 2003, New Jersey Department of Environmental Protection (“NJDEP”) issued a directive to approximately 30 companies, including Franklin-Burlington Plastics, Inc., a subsidiary of the Company (“Franklin-Burlington”), to undertake an assessment of natural resource damage and perform interim restoration of the Lower Passaic River, a 17-mile stretch of the Passaic River in northern New Jersey. The directive, insofar as it relates to the Company and its subsidiary, pertains to the Company’s plastic resin manufacturing facility in Kearny, New Jersey located adjacent to the Lower Passaic River. The Company acquired the facility in 1986, when it purchased the stock of the facility’s former owner, Franklin Plastics Corp. The Company acquired all of Franklin Plastics Corp.’s environmental liabilities as part of the acquisition.

     Also in 2003, the United States Environmental Protection Agency (“USEPA”) requested that companies located in the area of the Lower Passaic River, including Franklin-Burlington, cooperate in an investigation of contamination of the Lower Passaic River. In response, the Company and approximately 70 other companies (collectively the “Cooperating Parties”) agreed, pursuant to an Administrative Order of Consent with the USEPA, to assume responsibility for completing a Remedial Investigation/Feasibility Study (“RIFS”) of the Lower Passaic River. The RIFS is currently estimated to cost $85 million to complete (in addition to USEPA oversight costs) and is currently expected to be completed by late 2012 or early 2013. However, the RIFS costs are exclusive of any costs that may ultimately be required to remediate the Lower Passaic River area being studied or costs associated with natural resource damages that may be assessed. By agreeing to bear a portion of the cost of the RIFS, the Company did not admit to or agree to bear any such remediation or natural resource damage costs. In 2007, the USEPA issued a draft study which evaluated six alternatives for early remedial action of a portion of the Lower Passaic River. The estimated cost of the alternatives ranged from $900 million to $2.3 billion. The Cooperating Parties provided comments to the USEPA regarding this draft study and to date the USEPA has not taken further action. Given that the USEPA has not finalized its study and that the RIFS is still ongoing, the Company does not believe that remedial costs can be reliably estimated at this time.

     In 2009, the Company’s subsidiary and over 300 other companies were named as third-party defendants in a suit brought by the NJDEP in Superior Court of New Jersey, Essex County against Occidental Chemical Corporation and certain related entities (“the Occidental Parties”) with respect to alleged contamination of the Newark Bay Complex, including the Lower Passaic River. The third-party complaint seeks contribution from the third-party defendants with respect to any award to NJDEP of damages against the Occidental Parties in the matter.

     As of May 1, 2010, the Company had approximately $914 accrued related to these Lower Passaic River matters representing funding of the RIFS costs and related legal expenses of the RIFS and this litigation. Given the uncertainties pertaining to this matter, including that the RIFS is ongoing, the ultimate remediation has not yet been determined and the extent to which the Company may be responsible for such remediation or natural resource damages is not yet known, it is not possible at this time to estimate the Company’s ultimate liability related to this matter. Based on currently known facts and circumstances, the Company does not believe that this matter is reasonably likely to have a material impact on the Company’s capital expenditures, financial position, or competitive position because the Company’s Kearny, New Jersey facility could not have contributed contamination along most of the river’s length and did not store or use the contaminants which are of the greatest concern in the river sediments, and because there are numerous other parties who will likely share in the cost of remediation and damages. However, it is possible that the ultimate liability resulting from this matter could materially differ from the May 1, 2010 accrual balance and in the event of one or more adverse determinations related to this matter, the impact on the Company’s results of operations could be material to any specific period.

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     In March 2010, DPH Holdings Corp., a successor to Delphi Corporation and certain of its affiliates (“Delphi”), served Spartech Polycom, a subsidiary of the Company, with a complaint seeking to avoid and recover approximately $8,600 in alleged preference payments Delphi made to Spartech Polycom shortly before Delphi’s bankruptcy filing in 2005. Delphi is pursuing similar preference complaints against approximately 175 additional unrelated third parties. The complaint was originally filed under seal in October 2007 in the United States Bankruptcy Court for the Southern District of New York and pursuant to certain court orders the service process did not commence until March 2010. The Company filed a motion to dismiss the complaint in May 2010. Although the ultimate liabilities resulting from this proceeding could be significant to the Company’s results of operations in the period recognized, management does not anticipate they will have a material adverse effect on the Company’s consolidated financial position or liquidity.

     The Company is also subject to various other claims, lawsuits, and administrative proceedings arising in the ordinary course of business with respect to commercial, product liability, employment, and other matters, several of which claim substantial amounts of damages. While it is not possible to estimate with certainty the ultimate legal and financial liability with respect to these claims, lawsuits, and administrative proceedings, the Company believes that the outcome of these other matters will not have a material adverse effect on the Company’s financial position, results of operations or cash flows.

     As of May 1, 2010, the Company held an unsecured $13,500 trade accounts receivable due from one customer which represented 8% of second quarter 2010 sales. This customer’s product, for which the Company is a significant supplier of sheet, represents a majority of its business and is undergoing a design change. This change has resulted in a slow-down in this customer’s business activity and a need for them to obtain additional financing to manage through the near term. The Company has not established an allowance for potential loss on this receivable based on the most recent evaluation. The Company believes it is likely that it will either collect the trade accounts receivable or obtain collateral or a guarantee which protects the realizability of the receivable. However, it is possible that the customer will be unable to obtain financing and that the Company will be unable to collect a portion or all of the receivable. The Company expects this contingency to be resolved in fiscal 2010.

11) Net Earnings (Loss) Per Share

     Basic earnings (loss) per share excludes any dilution and is computed by dividing net earnings (loss) attributable to common shareholders by the weighted average number of common and participating shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity.

     Outstanding equity instruments that could potentially dilute basic earnings per share in the future but were not included in the computation of diluted earnings per share because they were antidilutive are as follows (in thousands):

	Three Months Ended				Six Months Ended
	May 1,		May 2,		May 1,		May 2,
	2010		2009		2010		2009
Antidilutive Shares
SSARs		1,113		980		1,166		980
Stock options		842		1,216		927		1,216
Unvested restricted stock		117		372		117		372
Performance shares		84		114		84		114
Total antidilutive shares excluded from diluted earnings per share		2,156		2,682		2,294		2,682

     As discussed in Note 2, Newly Adopted Accounting Standards, the Company began using the two-class method to compute basic and diluted EPS for all periods presented.

     The reconciliation of the net earnings (loss) from continuing operations, net earnings (loss) attributable to common shareholders and the weighted average number of common and participating shares used in the

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computations of basic and diluted earnings per share for the three and six months ended May 1, 2010 and May 2, 2009 is as follows (shares in thousands):

	Three Months Ended						Six Months Ended
	May 1,			May 2,			May 1,			May 2,
	2010			2009			2010			2009
Basic and diluted net earnings:
Net earnings (loss) from continuing operations	$	4,540		$	2,149		$	9,277		$	(2,794	)
Less: net earnings (loss) allocated to participating securities		(65	)		(45	)		(137	)		16
Net earnings (loss) from continuing operations attributable to common shareholders		4,475			2,104			9,140			(2,778	)
(Loss) earnings of discontinued operations, net of tax		(87	)		1,615			(80	)		1,466
Net earnings (loss) attributable to common shareholders	$	4,388		$	3,719		$	9,060		$	(1,312	)
Weighted average shares outstanding:
Basic weighted average common and participating shares outstanding		30,556			30,379			30,515			30,355
Add: Dilutive shares from equity instruments (a)		227			—			215			—
Diluted weighted average shares outstanding		30,783			30,379			30,730			30,355
Basic earnings (loss) per share attributable to common stockholders:
Earnings (loss) from continuing operations	$	0.15		$	0.07		$	0.30		$	(0.09	)
Earnings of discontinued operations, net of tax		(0.01	)		0.05			0.00			0.05
Net earnings (loss) per share	$	0.14		$	0.12		$	0.30		$	(0.04	)
Diluted earnings (loss) per share attributable to common shareholders:
Earnings (loss) from continuing operations	$	0.15		$	0.07		$	0.30		$	(0.09	)
Earnings (loss) of discontinued operations, net of tax	$	(0.01	)		0.05			(0.01	)		0.05
Net earnings (loss) per share	$	0.14		$	0.12		$	0.29		$	(0.04	)

(a) For the three and six month periods ended May 2, 2009, all outstanding equity compensation instruments were excluded from the calculation of diluted earnings per share because they were antidilutive.

12) Segment Information

     Spartech is organized into three reportable segments based on its operating structure and the products manufactured. The three reportable segments are Custom Sheet and Rollstock, Packaging Technologies and Color and Specialty Compounds. The Company uses operating earnings (loss) from continuing operations, excluding the impact of foreign exchange, to evaluate business segment performance. Accordingly, discontinued operations have been excluded from the segment results below, which is consistent with management’s evaluation metrics. Corporate operating losses include corporate office expenses, shared services costs, information technology costs, professional fees, and the impact of foreign currency exchange that are not allocated to the reportable segments.

     During the second quarter of 2010, the Company changed its organizational reporting and management responsibilities of two businesses previously included in our Color and Specialty Compounds segment to our Custom Sheet and Rollstock segment. Also in the second quarter, the Company reorganized its internal reporting and management responsibilities of certain product lines between its Custom Sheet and Rollstock and Packaging Technologies segments to better align its management of these product lines with end markets. These management and reporting changes resulted in a reorganization of the Company’s three reportable segments in the second quarter and historical segment results have been reclassified to conform to these changes.

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     The following presents the Company’s net sales and operating earnings (loss) by reportable segment and the reconciliation to consolidated operating earnings for the three and six months ended May 1, 2010 and May 2, 2009:

	Three Months Ended						Six Months Ended
	May 1,			May 2,			May 1,			May 2,
	2010			2009			2010			2009
Net sales (a)(b):
Custom Sheet and Rollstock	$	150,577		$	115,712		$	275,745		$	239,183
Packaging Technologies		54,869			51,980			102,972			105,997
Color and Specialty Compounds		63,078			48,720			114,970			108,533
Corporate		—			—			—			—
Net sales	$	268,524		$	216,412		$	493,687		$	453,713
Operating earnings (loss) from continuing operations:
Custom Sheet and Rollstock	$	9,815		$	5,043		$	18,106		$	4,829
Packaging Technologies		5,467			9,578			11,472			15,988
Color and Specialty Compounds		2,191			2,347			3,089			2,602
Corporate expenses		(9,602	)		(8,414	)		(18,016	)		(17,853	)
Operating earnings from continuing operations	$	7,871		$	8,554		$	14,651		$	5,566

(a)	Excludes intersegment sales of $13,388, $12,924, $23,533 and $21,487, respectively.
(b)	Excludes discontinued operations.

13) Comprehensive Income (Loss)

     Comprehensive income (loss) is the Company’s change in equity during the period related to transactions, events and circumstances from non-owner sources. The reconciliation of net earnings (loss) to comprehensive income (loss) for the three and six months ended May 1, 2010 and May 2, 2009 is as follows:

	Three Months Ended				Six Months Ended
	May 1,		May 2,		May 1,		May 2,
	2010		2009		2010		2009
Net earnings (loss)	$	4,453	$	3,764	$	9,197	$	(1,328	)
Foreign currency translation adjustments		2,437		820		3,672		257
Total comprehensive income (loss)	$	6,890	$	4,584	$	12,869	$	(1,071	)

     The Company incurred foreign exchange losses before taxes of $1,943 and $2,529 in the second quarter and first six months of 2010, and $228 and $382 in the second quarter and first six months of 2009. These losses were reported in selling, general and administrative expenses in the results of operations and mostly reflected the Company’s U.S. dollar denominated cash held in its Canadian operations during these periods and a deprecation of the U.S. dollar against the Canadian dollar. In its second quarter of 2010, the Company’s foreign currency exposure to the Canadian dollar in its results of operations was reduced by $18,500 due to the recapitalization by its Canadian operations into its operations in France. This amount was used to repay an intercompany loan due from the Company’s French subsidiary which was created upon funding of the Company’s Euro bank term loan from its revolver in February 2010. As of May 1, 2010, the Company had monetary assets denominated in foreign currency of approximately $5,000 of net Canadian liabilities, $850 of net EURO assets and $500 of net Mexican Peso assets.

14) Subsequent Event

     On June 9, 2010, the Company entered into a new credit facility agreement and terminated the Company’s old credit facility agreement, which was set to mature in June 2011. Concurrent with the closing of the new credit facility, the Company paid off its 2006 Senior Notes by borrowing from the facility. Refer to Note 7, Long-Term Debt for a description of significant terms of the Company’s new credit facility.

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     In 2009, the Company sold its wheels and profiles businesses and closed and liquidated three businesses including a manufacturer of boat components sold to the marine market, and one compounding and one sheet business which previously serviced single customers. These businesses are classified as discontinued operations and all amounts presented within Item 2 are presented on a continuing basis, unless otherwise noted. The wheels, profiles and marine businesses were previously reported in the Engineered Products group and due to these dispositions, the Company no longer has this reporting group.

     The Company’s Color and Specialty Compounds segment sells compound to a previously divested business and prior to 2009 these sales were eliminated as intercompany sales. In 2010, these sales are reported as external sales to this business, resulting in a 2% increase in consolidated sales and a 5% increase in segment sales in the second quarter and first half of 2010 versus the same periods of the prior year.

     Our fiscal year ends on the Saturday closest to October 31 and fiscal years generally contain 52 weeks. In addition, periods presented are fiscal periods unless noted otherwise.

Highlights

     In our second quarter of 2010, we saw demand recovery in the automotive sector of our transportation market and in the construction and recreation and leisure markets for our sheet business. This demand recovery coupled with strong volume increases of sheet used in refrigerators and sheet used for material handling applications led to a 12% and 7% increase in underlying sales volume for our second quarter and first half of 2010 over the same periods of the prior year. Despite the sales volume increase, our operating earnings decreased $0.7 million from the second quarter of last year to $7.9 million in the second quarter of 2010. This decrease was caused by higher resin prices that were not fully passed along to customers which resulted in a reduction in margins in this year’s second quarter, foreign currency expense of $1.9 million in this year’s second quarter representing a $1.7 million increase versus our prior year second quarter, and the Company’s prior year change in vacation policy which resulted in a $3.7 million one-time earnings benefit in the second quarter of 2009. These negative impacts on our second quarter operating earnings comparison were partially offset by the volume increase and benefits from our improvement initiatives.

     In our first half of 2010, we paid down $38.0 million of debt of which $23.1 million was from a reduction in cash and we ended our second quarter with $176.6 million of debt. Subsequent to our second quarter end, on June 9, 2010, we entered into a new credit facility agreement and terminated the Company’s old credit facility agreement. Our new four-year credit facility provides us the ability to pay down higher rate debt and provides additional flexibility for investments in improvement initiatives of the Company consistent with our strategy of leading technology and innovation in our markets and building a low cost-to-serve model.

Outlook

     In the first half of 2010 we have started to experience demand recovery in many of our major end markets and have managed through a highly volatile raw material environment. Overall, we anticipate continued positive market recovery through the remainder of 2010. We expect pricing for many of our major resins to continue to be volatile in the near term. For the remainder of the year, we will continue our investments in new products through our new Technology and Innovation Center and in operations to support our low cost-to serve model. We will continue our focus on accelerating new business opportunities, executing continuous improve initiatives and maximizing cash flows to generate profitable growth and enhanced shareholder returns.

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Consolidated Results

     Net sales were $268.5 million and $493.7 million in the three and six month periods ended May 1, 2010, representing a 24% increase and a 9% increase, respectively, over the same periods of the prior year. The increases were caused by:

	Three Months			Six Months
	Ended			Ended
Underlying volume		12	%		7	%
Sales volume to a divested business		2	%		2	%
Price/Mix		10	%		0	%
Total		24	%		9	%

     For both period comparisons the increase in underlying volume occurred across many of our end markets. Significant drivers of the volume increase included sales of compounds and sheet to the automotive sector of our transportation market, sales of sheet used in refrigerators into the appliance market and sales of sheet used for material handling applications. In our second quarter comparison, we also saw increases in sales of sheet sold to the construction and recreation and leisure markets from demand recovery. The increases in the second quarter and first half comparisons were offset somewhat by a decline in compounds sold into the commercial construction sector of our building and construction end market.

     The price/mix increase in the second quarter comparison was mostly caused by increases in selling prices to pass through a portion of sharp increases in resin costs that occurred in the later portion of the first quarter and throughout the second quarter of 2010.

     The following table presents net sales, cost of sales, and the resulting gross margin in dollars and on a per pound sold basis for the three and six months ended May 1, 2010 compared to the same periods in the prior year. Cost of sales presented in the consolidated condensed statements of operations includes material and conversion costs but excludes amortization of intangible assets. We have not presented cost of sales and gross margin as a percentage of net sales because a comparison of this measure is distorted by changes in resin costs that are typically passed through to customers as changes to selling prices. These changes can materially affect the percentages but do not present complete performance measures of the business.

	Three Months Ended				Six Months Ended
	May 1,		May 2,		May 1,		May 2,
	2010		2009		2010		2009
Dollars and Pounds (in millions)
Net sales	$	268.5	$	216.4	$	493.7	$	453.7
Cost of sales		237.6		185.3		436.0		401.5
Gross margin	$	30.9	$	31.1	$	57.7	$	52.2
Pounds sold		242.1		211.8		452.7		416.0
Dollars per Pound Sold
Net sales	$	1.109	$	1.022	$	1.091	$	1.091
Cost of sales		0.982		0.875		0.963		0.965
Gross margin	$	0.127	$	0.147	$	0.128	$	0.126

     Gross margin per pound sold declined from 14.7 cents in the second quarter of 2009 to 12.7 cents in the second quarter of 2010 reflecting leverage on the sales volume increase and cost reduction benefits that were more than offset by higher resin prices and the impact of the prior year change in vacation policy. During the quarter, we incurred increases in resin costs that were not fully passed along as higher selling prices in the quarter. Our second quarter and first half comparisons were impacted by the Company’s one-time $2.7 million reduction in conversion costs due to the Company’s change in vacation policy in the second quarter of 2009.

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     Selling, general and administrative expenses were $20.5 million and $38.9 million in the second quarter and first six months of 2010 compared to $17.8 million and $39.9 million in the same periods of the prior year. These amounts include foreign currency losses of $1.9 million and $2.5 million in the second quarter and first half of 2010, and $0.2 million and $0.4 million in the second quarter and first half of 2009. The losses in 2010 were mostly caused by a weakening U.S. dollar to the Canadian dollar. In the second quarter of 2010, most of the Company’s exposure to the Canadian dollar was mitigated. Refer to Note 13, Comprehensive Income (Loss) for further discussion of the Company’s foreign currency positions as of the end of the second quarter. In addition, the Company’s comparisons were impacted by the prior year change in vacation policy which resulted in a $1.0 million one-time reduction in selling, general and administrative expenses in the second quarter of 2009. The first half comparison also reflected $3.3 million of lower bad debts expense in 2010 due to improving credit markets. Our bad debts expense was $0.3 million in the second quarter of 2010 and $0.1 million in the first half of 2010.

     Amortization of intangibles was $1.0 million and $1.9 million in the second quarter and first six months of 2010 compared to $1.2 and $2.3 million in the same periods of the prior year. The decreases in both period comparisons reflect intangibles which became fully amortized in 2009.

     Restructuring and exit costs were $1.6 million and $2.3 million in the second quarter and first six months of 2010 compared to $3.6 million and $4.4 million in the same periods of the prior year. For both period comparisons, restructuring and exit costs are mostly comprised of employee severance, facility consolidation and shut-down costs and accelerated depreciation. We expect to incur approximately $2.3 million of additional restructuring expenses for initiatives announced through May 1, 2010, which will be mostly comprised of cash employee severance, facility consolidation and shut-down costs. The Company’s announced facility consolidations and shut-downs are expected to be substantially complete by the end fiscal 2010.

     Interest expense, net of interest income, was $3.3 million and $6.8 million in the second quarter and first six months of 2010 compared to $3.8 million and $8.1 million in the same periods of the prior year. These decreases were primarily driven by the $87.7 million pay down in debt during the last 12 months.

     In the first quarter of 2010, we initiated a tax restructuring of our Donchery, France entity and in the second quarter of 2010, our Canadian entity used $18.5 million to recapitalize our French operations in Donchery, France. These transactions resulted in one-time income tax benefits of $1.6 million and $4.4 million in the second quarter and first half of 2010, respectively. Excluding these tax restructuring benefits, our effective tax rate would have reflected a more typical 37-39% for the Company.

     We reported net earnings of $4.5 million and $9.2 million for the second quarter and first six months of 2010 compared to net earnings of $3.8 million and a net loss of $1.3 million in the same periods of the prior year. These fluctuations reflect the impact of the items previously discussed.

Segment Results

     During the second quarter of 2010, we moved our organizational reporting and management responsibilities of two businesses previously included in our Color and Specialty Compounds segment to our Custom Sheet and Rollstock segment. Also in the second quarter, we reorganized our internal reporting and management responsibilities of certain product lines between our Custom Sheet and Rollstock and Packaging Technologies segments to better align management of these product lines with end markets. These management and reporting changes resulted in a reorganization of the Company’s three reportable segments in the second quarter and historical segment results have been reclassified to conform to these changes.

Custom Sheet and Rollstock Segment

     Net sales were $150.6 million and $275.7 million for the three and six months ended May 1, 2010, respectively, compared to $115.7 million and $239.2 million for the three and six months ended May 2, 2009, respectively, representing an increase of 30% and 15% over the same periods of the prior year. These increases were caused by the following factors:

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	Three Months			Six Months
	Ended			Ended
Underlying volume		26	%		19	%
Price/Mix		4	%		-4	%
Total		30	%		15	%

     The increase in underlying volume for both period comparisons includes growth in sales of refrigeration sheet into the appliance market and sheet used for material handling applications. In our second quarter comparison, we also saw increases in volume sold to the construction and recreation and leisure markets from increases in demand. Price/mix includes increases in selling prices in the second quarter of 2010 from the pass through of a portion of increases in resin costs. A larger mix of lower priced product mitigated the selling price increases in the second quarter comparison and more than offset the selling price increases in the first half comparison.

     The segment’s operating earnings were $9.8 million and $18.1 million in the second quarter and first six months of 2010 compared to $5.0 million and $4.8 million in the same periods of the prior year. The increase in operating earnings was primarily caused by the increase in sales volume, selling price increases and financial improvement initiatives which more than offset the impact of the higher resin prices in 2010 and the prior year change in vacation policy.

Packaging Technologies

     Net sales were $54.9 million and $103.0 million for the three and six months ended May 1, 2010, respectively, compared to $52.0 million and $106.0 million for the three and six months ended May 2, 2009, respectively, representing an increase of 6% and a decrease of 3% over the same periods of the prior year. These fluctuations were caused by the following factors:

	Three Months			Six Months
	Ended			Ended
Underlying volume		-5	%		-3	%
Price/Mix		11	%		0	%
Total		6	%		-3	%

     For both comparisons underlying volume declined due to the loss of a customer that vertically integrated and a customer’s loss of a product line. Price/mix includes increases in selling prices in the second quarter of 2010 from the pass through of a portion of increases in resin costs.

     The Packaging Technologies segment’s operating earnings were $5.5 million and $11.5 million in the second quarter and first six months of 2010 compared to $9.6 million and $16.0 million in the same periods of the prior year. The decrease in operating earnings was mainly due to the increase in resin costs in the first half of 2010, the impact of the prior year change in vacation policy and the decrease in sales volume.

Color and Specialty Compounds Segment

     Net sales were $63.1 million and $115.0 million for the three and six months ended May 1, 2010, respectively, compared to $48.7 million and $108.5 million for the three and six months ended May 2, 2009, respectively, representing an increase of 29% and 6% over the same periods of the prior year. These increases were caused by the following factors:

	Three Months			Six Months
	Ended			Ended
Underlying volume		5	%		-3	%
Sales volume to a divested business		5	%		5	%
Price/Mix		19	%		4	%
Total		29	%		6	%

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     For both comparisons the increase in underlying volume reflects demand recovery in the automotive sector of the transportation market, which were partially offset by continued weak demand in the building and construction market. Price/mix includes increases in selling prices in the second quarter of 2010 from the pass through of a portion of increases in resin costs.

     The segment’s operating earnings were $2.2 million and $3.1 million for the second quarter and first six months of 2010 compared to $2.4 million and $2.6 million in the same periods of the prior year. The decrease in the second quarter operating earnings comparison was primarily caused by higher restructuring costs associated with production facility consolidations and the prior year change in vacation policy.

Corporate

     Corporate expenses are reported as selling, general and administrative expenses in the consolidated condensed statement of operations and include corporate office expenses, shared services costs, information technology costs, professional fees and the impact of foreign currency exchange. Corporate operating expenses were $9.6 million and $18.0 million in the second quarter and first half of 2010, respectively, compared to $8.4 million and $17.9 million in the same periods of the prior year. The increase of expense in the second quarter and first half of 2010 over the prior year same periods was mostly caused by an increase in foreign currency expense. Both period comparisons were impacted by foreign currency expense of $1.9 million and $2.5 million in the second quarter and first half of 2010 which represented a $1.7 million and $2.1 million increase, respectively, over the same periods of the prior year.

Liquidity and Capital Resources

Cash Flow

     Our primary sources of liquidity have been cash flows from operating activities and borrowings from third parties. Historically, our principal uses of cash have been to support our operating activities, invest in capital improvements, reduce outstanding indebtedness, finance strategic business acquisitions and pay dividends on our common stock. The following summarizes the major categories of our changes in cash and cash equivalents for the six months ended May 1, 2010 and May 2, 2009:

	Six Months Ended
	May 1,			May 2,
	2010			2009
Cash Flows (in millions)
Net cash provided by operating activities	$	19,570		$	19,280
Net cash used by investing activities		(4,703	)		(5,035	)
Net cash used by financing activities		(37,952	)		(14,392	)
Effect of exchange rate changes on cash and cash equivalents		18			(21	)
Decrease in cash and cash equivalents	$	(23,067	)	$	(168	)

     Net cash provided by operating activities increased by $0.3 million in the first six months of 2010 compared to the same period in the prior year from the increase in net earnings.

     Net cash used for investing activities in the first six months of 2010 was comprised of $7.6 million of capital expenditures partially offset by $2.9 million of proceeds from dispositions of assets associated with previously shut down operations. We expect to spend approximately $27.0 million on capital expenditures in 2010.

     Net cash used for financing activities in the first six months of 2010 of $38.0 million reflects payments on the Senior Notes and funding of the Euro Bank term loan which matured in February 2010. Of the $38.0 million in net payments, $23.1 million was funded by a decrease in cash and equivalents which was mostly comprised of $18.5 million of cash previously held in our Canadian operations. In our second quarter of 2010, our Canadian operations invested this cash in our French operations which was then used to repay an intercompany loan due to the U.S. which resulted from the February 2010 funding of the Euro Bank term loan from our revolver.

16

Financing Arrangements

     As of May 1, 2010, we had $176.6 million of outstanding debt with a weighted average interest rate of 6.0%, of which 89% represented fixed rate instruments with a weighted average interest rate of 6.6%. The Company’s debt agreements in effect at October 31, 2009 required it to offer early principal payments to Senior Note and Euro Bank term loan holders based on a ratable percentage of each fiscal year’s excess cash flow and extraordinary receipts, such as proceeds from the sale of businesses, as defined in the agreements. In the first quarter of 2010, the Company paid $17.2 million associated with extraordinary receipts on the sale of businesses that occurred in 2009. During the second quarter, the Company paid $15.3 million associated with the 2009 excess cash flow. In addition, the Company’s Euro Bank term loan matured in February 2010 and the Company paid 12.5 million Euros ($17.1 million U.S.). The Company borrowed from its revolving credit facility to fund the required excess cash flow and Euro Bank term loan payments. We are not required to make any other principal payments on our bank credit facility or senior notes in the next 12 months.

     Our bank credit facility and Senior Notes are secured with collateral, which includes our accounts receivable, inventory, machinery and equipment, and intangible assets. As of May 1, 2010, availability on our revolving credit facility was $115.4 million under our most restrictive covenant, the Leverage Ratio and our total revolver capacity was $104.5 million which was net of $12.9 million used for standby letters of credit.

     On June 9, 2010, the Company entered into a new credit facility agreement and terminated the previous credit facility agreement, which was set to mature in June 2011. The new credit facility agreement increases the Company’s borrowing capacity to $150,000 with an optional $50,000 accordion feature, has a term of four years, bears interest at either Prime or LIBOR plus a borrowing margin, maintains the Company’s minimum Leverage Ratio of 3.5 to 1 and the Fixed Charge Coverage Ratio of 2.25 to 1, which declines to 1.4 in 2012 to accomodate our required principal payments, as defined in the agreement and includes other customary debt covenants related to capital expenditures, dividends, stock buy-backs and acquisitions. Consistent with the previous credit facility agreement, the new credit facility is secured with collateral including accounts receivable, inventory, machinery and equipment and intangible assets. Concurrent with the closing of the new credit facility, the Company paid off its higher interest rate 2006 Senior Notes by borrowing from the facility. The Company expects to record approximately $800 in non-cash write-offs of unamortized debt issuance costs from the extinguishment of its previous credit facility and the 2006 Senior Notes in the third quarter of 2010.

     The Company was in compliance with all debt covenants as of May 1, 2010 and expects to remain in compliance with all debt covenants for the next twelve months. Failure to comply with debt covenants or other requirements of the Company’s financing arrangements is an event of default and could, among other things, accelerate the payment of indebtedness, which could have a material adverse impact on our business, financial condition and results of operations.

     We anticipate that cash flows from operations, together with the financing and borrowings under our bank credit facilities, will provide the resources necessary for reinvestment in our existing business and managing our capital structure on a short and long-term basis.

17

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     There has been no material changes in our exposure to market risk during the six months ended May 1, 2010. For a discussion of our exposure to market risk, refer to Part II — Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” in our October 31, 2009 Annual Report on Form 10-K, filed with the Securities and Exchange Commission (“SEC”) on January 14, 2010.

Item 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

     Spartech maintains a system of disclosure controls and procedures which are designed to provide reasonable assurance that information required to be disclosed by the Company in the reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to management, including the Company’s certifying officers, as appropriate to allow timely decisions regarding required disclosure. Based on an evaluation performed, the Company’s certifying officers have concluded that the disclosure controls and procedures were effective as of May 1, 2010, to provide reasonable assurance of the achievement of these objectives.

     Notwithstanding the foregoing, there can be no assurance that the Company’s disclosure controls and procedures will detect or uncover all failures of persons within the Company and its consolidated subsidiaries to report material information otherwise required to be set forth in the Company’s reports.

Changes in Internal Control Over Financial Reporting

     The Company is in process of transitioning much of its general ledger processing, cash applications and credit management into a shared services model from a previous decentralized organizational structure. This shared services transition has resulted in changes and enhancements that have materially affected the Company’s internal control over financial reporting. The internal controls over financial reporting impacted by the shared services transition were appropriately tested for design effectiveness. While some processes and controls will continue to evolve, existing controls and the controls affected by the shared services transition were evaluated as appropriate and effective during the current period. With the exception of the aforementioned shared services transition and associated changes to internal control over financial reporting, there were no other changes to internal control over financial reporting during the quarter ended May 1, 2010, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

18

PART II — OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

     In March 2010, DPH Holdings Corp., a successor to Delphi Corporation and certain of its affiliates (“Delphi”), served Spartech Polycom, a subsidiary of the Company, with a complaint seeking to avoid and recover approximately $8.6 million in alleged preference payments Delphi made to Spartech Polycom shortly before Delphi’s bankruptcy filing in 2005. Delphi is pursuing similar preference complaints against approximately 175 additional unrelated third parties. The complaint, dated September 26, 2007, was originally filed under seal in the United States Bankruptcy Court for the Southern District of New York (In re: DPH Holdings Corp., et al., Delphi Corporation, et al. v. Spartech Polycom — Bankruptcy Case No. 05-44481/Adversary Proceeding No. 07-02639) and pursuant to certain court orders the service process did not commence until March 2010. The Company filed a motion to dismiss the complaint in May 2010. Although the ultimate liabilities resulting from this proceeding could be significant to the Company’s results of operations in the period recognized, management does not anticipate they will have a material adverse effect on the Company’s consolidated financial position or liquidity.

Item 1A. RISK FACTORS

     As of May 1, 2010, we held an unsecured $13.5 million trade accounts receivable due from one customer which represented 8% of second quarter 2010 sales. This customer’s product, for which we are a significant supplier of sheet, represents a majority of its business and is undergoing a design change. This change has resulted in a slow-down in this customer’s business activity and a need for them to obtain additional financing to manage through the near term. We have not established an allowance for potential loss on this receivable based on our most recent evaluation. We believe it is likely we will either collect our trade accounts receivable or obtain collateral or a guarantee which protects the realizability of our receivable. However, it is possible that our customer will be unable to obtain financing and that we could be unable to collect a portion or all of our receivable. We expect this contingency to be resolved in fiscal 2010.

     There have been no other material changes to our risk factors during the six months ended May 1, 2010. In addition, refer to Part I — Item 1A “Risk Factors” of our October 31, 2009 Annual Report on Form 10-K, filed with the Securities and Exchange Commission (“SEC”) on January 14, 2010.

Item 5. OTHER INFORMATION

     The Company held its annual meeting of shareholders on March 11, 2010. The shareholders considered two proposals, each of which is described in more detail in the Company’s definitive proxy statement filed January 19, 2010. The results of the votes were as follows:

Proposal 1. To elect six directors of the Company for one-year terms and until their successors have been elected and qualified.

							BROKER
NAME	FOR		AGAINST		ABSTAIN		NON-VOTES
Edward J. Dineen		25,610,734		1,012,788		17,376		1,322,322
Victoria M. Holt		25,625,540		1,007,984		7,374		1,322,322
Walter J. Klein		26,388,580		244,665		7,653		1,322,322
Pamela F. Lenehan		26,328,995		305,721		6,182		1,322,322
Myles S. Odaniell		26,226,488		408,264		6,146		1,322,322
Craig A. Wolfanger		26,328,287		306,224		6,387		1,322,322

19

All director nominees were duly elected, having received a majority of the votes cast at the meeting, which means that the number of votes cast “for” each director exceeded the number of votes cast “against” that director, and excluding abstentions and broker non-votes.

Proposal 2. Ratification of the selection of Ernst & Young, LLP as the Company’s independent registered public accounting firm for fiscal year 2010.

FOR	AGAINST	ABSTAIN
27,110,268	845,151	7,801

Proposal 2 was ratified, having received the affirmative vote of a majority of the stock having voting power present in person or by proxy and entitled to vote at the meeting

Item 6. EXHIBITS

Exhibits (listed by numbers corresponding to the Exhibit Table of Item 601 of Regulation S-K)

10.1	Amended and Restated Credit Agreement Dated as of June 9, 2010
10.2	Second Amendment to Amended and Restated Note Purchase Agreement Dated as of June 9, 2010
10.3	Amended and Restated Intercreditor and Collateral Agency Agreement Dated as of June 9, 2010 by and Among PNC Bank, National Association, as Collateral and Administrative Agent, the Lenders and Noteholders
10.4	Amended and Restated Security Agreement Dated as of June 9, 2010 by and Among PNC Bank, National Association, as Collateral Agent for the Secured Parties
31.1	Section 302 Certification of CEO
31.2	Section 302 Certification of CFO
32.1	Section 1350 Certification of CEO
32.2	Section 1350 Certification of CFO

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 thereunto duly authorized.

	SPARTECH CORPORATION (Registrant)
Date: June 9, 2010	By:	/s/ Myles S. Odaniell
		Myles S. Odaniell
		President and Chief Executive Officer (Principal Executive Officer)
		/s/ Randy C. Martin
		Randy C. Martin
		Executive Vice President and Chief Financial Officer (Principal Financial Officer)
		/s/ Michael G. Marcely
		Michael G. Marcely
		Senior Vice President Planning and Controller (Principal Accounting Officer)

20

EX-10.1

Exhibit 10.1

$150,000,000 REVOLVING CREDIT FACILITY

AMENDED AND RESTATED CREDIT AGREEMENT

by and among

SPARTECH CORPORATION

and

THE LENDERS PARTY HERETO

PNC CAPITAL MARKETS LLC,
BANK OF AMERICA MERRILL LYNCH and
WELLS FARGO BANK, National Association
as Joint Lead Arrangers and Co-Syndication Agents

PNC CAPITAL MARKETS LLC,
as Sole Bookrunner

and

PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent

Dated as of June 9, 2010

TABLE OF CONTENTS

						Page
1.	CERTAIN DEFINITIONS						1
		1.1	Certain Definitions				1
		1.2	Construction				25
		1.3	Accounting Principles				25
2.	REVOLVING CREDIT AND SWING LOAN FACILITIES						26
		2.1	Revolving Credit Commitments				26
				2.1.1	Revolving Credit Loans		26
				2.1.2	Swing Loan Commitment		26
		2.2	Nature of Lenders’ Obligations with Respect to Revolving Credit Loans				26
		2.3	Commitment Fees				26
		2.4	[Intentionally Omitted]				27
		2.5	Revolving Credit Loan Requests; Swing Loan Requests				27
				2.5.1	Revolving Credit Loan Requests		27
				2.5.2	Swing Loan Requests		27
		2.6	Making Revolving Credit Loans and Swing Loans; Presumptions by the Administrative Agent; Repayment of Revolving Credit Loans; Borrowings to Repay Swing Loans				28
				2.6.1	Making Revolving Credit Loans		28
				2.6.2	Presumptions by the Administrative Agent		28
				2.6.3	Making Swing Loans		28
				2.6.4	Repayment of Revolving Credit Loans		29
				2.6.5	Borrowings to Repay Swing Loans		29
		2.7	Notes				29
		2.8	Use of Proceeds				29
		2.9	Letter of Credit Subfacility				29
				2.9.1	Issuance of Letters of Credit		29
				2.9.2	Letter of Credit Fees		30
				2.9.3	Disbursements, Reimbursement		30
				2.9.4	Repayment of Participation Advances		32
				2.9.5	Documentation		32
				2.9.6	Determinations to Honor Drawing Requests		32
				2.9.7	Nature of Participation and Reimbursement Obligations		32
				2.9.8	Indemnity		34
				2.9.9	Liability for Acts and Omissions		34
				2.9.10	Issuing Lender Reporting Requirements		36
		2.10	Utilization of Commitments in the Optional Currency				36
				2.10.1	Periodic Computations of Dollar Equivalent Amounts of Revolving Credit Loans		36
				2.10.2	Notice From Lenders That Optional Currency is Unavailable to Fund New Loans		36
				2.10.3	Notices from Lenders That an Optional Currency is Unavailable to Fund Renewals of the LIBOR Rate Option		36
		2.11	Currency Repayments				37
		2.12	Optional Currency Amounts				37

i

						Page
		2.13	Requests for Additional Optional Currencies				38
		2.14	Reduction of Revolving Credit Commitment				38
		2.15	Increase in Revolving Credit Commitments				38
				2.15.1	Increasing Lenders and New Lenders		38
				2.15.2	Treatment of Outstanding Loans and Letters of Credit		39
3.	[INTENTIONALLY OMITTED]						40
4.	INTEREST RATES						40
		4.1	Interest Rate Options				40
				4.1.1	Revolving Credit Interest Rate Options; Swing Line Interest Rate		40
				4.1.2	Rate Quotations		40
		4.2	Interest Periods				41
				4.2.1	Amount of Borrowing Tranche		41
				4.2.2	Renewals		41
		4.3	Interest After Default				41
				4.3.1	Letter of Credit Fees, Interest Rate		41
				4.3.2	Other Obligations		41
				4.3.3	Acknowledgment		41
		4.4	LIBOR Rate Unascertainable; Illegality; Increased Costs; Deposits Not Available				41
				4.4.1	Unascertainable		41
				4.4.2	Illegality; Increased Costs; Deposits Not Available		42
				4.4.3	Administrative Agent’s and Lender’s Rights		42
		4.5	Selection of Interest Rate Options				43
5.	PAYMENTS						43
		5.1	Payments				43
		5.2	Pro Rata Treatment of Lenders				43
		5.3	Sharing of Payments by Lenders				44
		5.4	Presumptions by Administrative Agent				45
		5.5	Interest Payment Dates				45
		5.6	Voluntary Prepayments				45
				5.6.1	Right to Prepay		45
				5.6.2	Replacement of a Lender		46
		5.7	Mandatory Prepayments; Reduction of Commitments				47
				5.7.1	Asset Sales		47
				5.7.2	Equity Issuance		47
				5.7.3	Debt Incurrence		47
				5.7.4	Extraordinary Receipt		48
				5.7.5	Excess Cash Flow		48
				5.7.6	Application Among Interest Rate Options; Reduction of Commitments		49
		5.8	Increased Costs				49
				5.8.1	Increased Costs Generally		49
				5.8.2	Capital Requirements		49

ii

						Page
				5.8.3	Certificates for Reimbursement; Repayment of Outstanding Loans; Borrowing of New Loans		50
				5.8.4	Delay in Requests		50
				5.8.5	Compensation Deadline		50
		5.9	Taxes				50
				5.9.1	Payments Free of Taxes		50
				5.9.2	Payment of Other Taxes by the Borrower		51
				5.9.3	Indemnification by the Borrower		51
				5.9.4	Evidence of Payments		51
				5.9.5	Status of Lenders		51
		5.10	Indemnity				52
		5.11	Settlement Date Procedures				53
		5.12	Currency Fluctuations				53
		5.13	Judgment Currency				53
				5.13.1	Currency Conversion Procedures for Judgments		53
				5.13.2	Indemnity in Certain Events		54
6.	REPRESENTATIONS AND WARRANTIES						54
		6.1	Representations and Warranties				54
				6.1.1	Organization and Qualification; Power and Authority; Compliance With Laws; Title to Properties; Event of Default		54
				6.1.2	Subsidiaries and Owners; Investment Companies		54
				6.1.3	Validity and Binding Effect		55
				6.1.4	No Conflict; Material Agreements; Consents		55
				6.1.5	Litigation		55
				6.1.6	Financial Statements		56
				6.1.7	Margin Stock		56
				6.1.8	Full Disclosure		56
				6.1.9	Taxes		57
				6.1.10	Patents, Trademarks, Copyrights, Licenses, Etc.		57
				6.1.11	Liens in the Collateral		57
				6.1.12	Insurance		57
				6.1.13	ERISA Compliance		57
				6.1.14	Environmental Compliance		58
				6.1.15	Solvency		58
		6.2	Updates to Schedules				58
7.	CONDITIONS OF LENDING AND ISSUANCE OF LETTERS OF CREDIT						58
		7.1	First Loans and Letters of Credit				58
				7.1.1	Deliveries		58
				7.1.2	Payment of Fees		60
		7.2	Each Loan or Letter of Credit				60
8.	COVENANTS						60
		8.1	Affirmative Covenants				60
				8.1.1	Preservation of Existence, Etc.		60
				8.1.2	Payment of Liabilities, Including Taxes, Etc.		60
				8.1.3	Maintenance of Insurance		60

iii

						Page
				8.1.4	Maintenance of Properties and Leases		61
				8.1.5	Visitation Rights		61
				8.1.6	Keeping of Records and Books of Account		61
				8.1.7	Compliance with Laws; Use of Proceeds		61
				8.1.8	Further Assurances		61
				8.1.9	Anti-Terrorism Laws		62
				8.1.10	Grant of Mortgage Collateral		62
				8.1.11	Minimum Borrower and Guarantor Consolidated Total Operating Income and Consolidated Total Assets		62
				8.1.12	Modification to Fixed Charge Coverage Ratio		62
		8.2	Negative Covenants				62
				8.2.1	Liens		62
				8.2.2	Disposition of Assets		64
				8.2.3	Consolidations and Mergers		65
				8.2.4	Loans and Investments		65
				8.2.5	Limitation on Indebtedness		66
				8.2.6	Consolidated Net Worth		66
				8.2.7	Fixed Charge Coverage Ratio		66
				8.2.8	Leverage Ratio		66
				8.2.9	Sale/Leasebacks		66
				8.2.10	Transactions with Affiliates		66
				8.2.11	Use of Proceeds		66
				8.2.12	Guarantees		66
				8.2.13	Restricted Payments		67
				8.2.14	ERISA		67
				8.2.15	Change in Business		67
				8.2.16	Accounting Changes		67
				8.2.17	Amendment and Waivers of Subordinated Debt		68
				8.2.18	Capital Expenditures		68
				8.2.19	Senior Note Documents		68
		8.3	Reporting Requirements				68
				8.3.1	Quarterly Financial Statements		68
				8.3.2	Annual Financial Statements		69
				8.3.3	Certificate of the Borrower		69
				8.3.4	Notices		69
9.	DEFAULT						70
		9.1	Events of Default				70
				9.1.1	Payments Under Loan Documents		70
				9.1.2	Breach of Warranty		70
				9.1.3	Breach of Negative Covenants or Visitation Rights		70
				9.1.4	Breach of Other Covenants		70
				9.1.5	Defaults in Other Agreements or Indebtedness		70
				9.1.6	Final Judgments or Orders		71
				9.1.7	Loan Document Unenforceable		71
				9.1.8	Uninsured Losses; Proceedings Against Assets		71
				9.1.9	Events Relating to Plans and Benefit Arrangements		71
				9.1.10	Change of Control		71
				9.1.11	Relief Proceedings		71
		9.2	Consequences of Event of Default				72

iv

						Page
				9.2.1	Events of Default Other Than Bankruptcy, Insolvency or Reorganization Proceedings		72
				9.2.2	Bankruptcy, Insolvency or Reorganization Proceedings		72
				9.2.3	Set-off		72
				9.2.4	Application of Proceeds		73
10.	THE ADMINISTRATIVE AGENT						73
		10.1	Appointment and Authority				73
		10.2	Rights as a Lender				73
		10.3	Exculpatory Provisions				73
		10.4	Reliance by Administrative Agent				74
		10.5	Delegation of Duties				74
		10.6	Resignation of Administrative Agent				74
		10.7	Non-Reliance on Administrative Agent and Other Lenders				75
		10.8	No Other Duties, etc.				76
		10.9	Administrative Agent’s Fee				76
		10.10	Authorization to Release Collateral and Guarantors				76
		10.11	No Reliance on Administrative Agent’s Customer Identification Program				76
11.	MISCELLANEOUS						76
		11.1	Modifications, Amendments or Waivers				76
				11.1.1	Increase of Commitment		77
				11.1.2	Extension of Payment; Reduction of Principal Interest or Fees; Modification of Terms of Payment		77
				11.1.3	Release of Collateral or Guarantor		77
				11.1.4	Miscellaneous		77
		11.2	No Implied Waivers; Cumulative Remedies				77
		11.3	Expenses; Indemnity; Damage Waiver				77
				11.3.1	Costs and Expenses		77
				11.3.2	Indemnification by the Borrower		78
				11.3.3	Reimbursement by Lenders		79
				11.3.4	Waiver of Consequential Damages, Etc.		79
				11.3.5	Payments		79
		11.4	Holidays				79
		11.5	Notices; Effectiveness; Electronic Communication				79
				11.5.1	Notices Generally		79
				11.5.2	Electronic Communications		80
				11.5.3	Change of Address, Etc.		80
		11.6	Severability				80
		11.7	Duration; Survival				80
		11.8	Successors and Assigns				81
				11.8.1	Successors and Assigns Generally		81
				11.8.2	Assignments by Lenders		81
				11.8.3	Register		83
				11.8.4	Participations		83
				11.8.5	Limitations upon Participant Rights Successors and Assigns Generally.		83
				11.8.6	Certain Pledges; Successors and Assigns Generally		84
		11.9	Confidentiality				84

v

				Page
		11.9.1	General		84
		11.9.2	Sharing Information With Affiliates of the Lenders		84
11.10	Counterparts; Integration; Effectiveness				84
		11.10.1	Counterparts; Integration; Effectiveness		84
11.11	CHOICE OF LAW; SUBMISSION TO JURISDICTION; WAIVER OF VENUE; SERVICE OF PROCESS; WAIVER OF JURY TRIAL				85
		11.11.1	Governing Law		85
		11.11.2	SUBMISSION TO JURISDICTION		85
		11.11.3	WAIVER OF VENUE		86
		11.11.4	SERVICE OF PROCESS		86
		11.11.5	WAIVER OF JURY TRIAL		86
11.12	USA Patriot Act Notice				86
11.13	Joinder of Loan Party				86

vi

LIST OF SCHEDULES AND EXHIBITS

SCHEDULES
SCHEDULE 1.1(A)	-	PRICING GRID
SCHEDULE 1.1(B)	-	COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES
SCHEDULE 2.9	-	LETTERS OF CREDIT
SCHEDULE 6.1.1	-	QUALIFICATIONS TO DO BUSINESS
SCHEDULE 6.1.2	-	SUBSIDIARIES
SCHEDULE 6.1.5	-	LITIGATION
SCHEDULE 6.1.14	-	ENVIRONMENTAL DISCLOSURES
SCHEDULE 7.1.1	-	OPINION OF COUNSEL
SCHEDULE 8.1.3	-	INSURANCE REQUIREMENTS RELATING TO COLLATERAL
SCHEDULE 8.2.1	-	PERMITTED LIENS
SCHEDULE 8.2.5	-	PERMITTED INDEBTEDNESS
SCHEDULE 8.2.12	-	PERMITTED GUARANTEES
EXHIBITS
EXHIBIT 1.1(A)	-	ASSIGNMENT AND ASSUMPTION AGREEMENT
EXHIBIT 1.1(G)(1)	-	GUARANTOR JOINDER
EXHIBIT 1.1(G)(2)	-	GUARANTY AGREEMENT
EXHIBIT 1.1(I)(1)	-	INDEMNITY
EXHIBIT 1.1(N)(1)	-	REVOLVING CREDIT NOTE
EXHIBIT 1.1(N)(2)	-	SWING LOAN NOTE
EXHIBIT 1.1(S)	-	SECURITY AGREEMENT
EXHIBIT 2.5.1	-	LOAN REQUEST
EXHIBIT 2.5.2	-	SWING LOAN REQUEST
EXHIBIT 2.15	-	LENDER JOINDER
EXHIBIT 8.3.3	-	QUARTERLY COMPLIANCE CERTIFICATE

vii

AMENDED AND RESTATED CREDIT AGREEMENT

     THIS AMENDED AND RESTATED CREDIT AGREEMENT (as hereafter amended, the “Agreement”) is dated as of June ___, 2010, and is made by and among SPARTECH CORPORATION, a Delaware corporation (the “Borrower”), each of the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders under this Agreement (hereinafter referred to in such capacity as the “Administrative Agent”).

     The Borrower, various financial institutions and Bank of America, N.A., as administrative agent, are parties to that certain Fourth Amended and Restated Credit Agreement, dated as of June 2, 2006, as heretofore amended, modified and supplemented from time to time (the “Existing Credit Agreement”).

     The Borrower has requested the Lenders to provide a revolving credit facility to the Borrower in an aggregate principal amount not to exceed $150,000,000 pursuant to this Agreement, which amends and restates the Existing Credit Agreement. In consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto covenant and agree as follows:

1. CERTAIN DEFINITIONS

     1.1 Certain Definitions. In addition to words and terms defined elsewhere in this Agreement, the following words and terms shall have the following meanings, respectively, unless the context hereof clearly requires otherwise:

          Acquisition means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition of all or substantially all of the assets of a Person, or of any business or division of a Person, (b) the acquisition of assets of a Person that is accompanied by a long term supply agreement, (c) the acquisition of in excess of 50% of the Equity Interests of any Person, or otherwise causing any Person to become a Subsidiary, or (d) a merger or consolidation or any other combination with another Person (other than a Person that is a Subsidiary) provided that the Borrower or the Subsidiary is the surviving entity.

          Administrative Agent shall mean PNC Bank, National Association, and its successors and assigns.

          Administrative Agent’s Fee shall have the meaning specified in Section 10.9 [Administrative Agent’s Fee].

          Administrative Agent’s Letter shall have the meaning specified in Section10.9 [Administrative Agent’s Fee].

          Affiliate as to any Person shall mean any other Person (i) which directly or indirectly controls, is controlled by, or is under common control with such Person, (ii) which beneficially owns or holds 10% or more of any class of the voting or other Equity Interests of

such Person, or (iii) 10% or more of any class of voting interests or other Equity Interests of which is beneficially owned or held, directly or indirectly, by such Person.

          Anti-Terrorism Laws shall mean any Laws relating to terrorism or money laundering, including Executive Order No. 13224, the USA Patriot Act, the Laws comprising or implementing the Bank Secrecy Act, and the Laws administered by the United States Treasury Department’s Office of Foreign Asset Control (as any of the foregoing Laws may from time to time be amended, renewed, extended, or replaced).

          Applicable Commitment Fee Rate shall mean the percentage rate per annum based on the Leverage Ratio then in effect according to the pricing grid on Schedule 1.1(A) below the heading “Commitment Fee.”

          Applicable Letter of Credit Fee Rate shall mean the percentage rate per annum based on the Leverage Ratio then in effect according to the pricing grid on Schedule 1.1(A) below the heading “Letter of Credit Fee.”

          Applicable Margin shall mean, as applicable:

          (A) the percentage spread to be added to the Base Rate applicable to Revolving Credit Loans under the Base Rate Option based on the Leverage Ratio then in effect according to the pricing grid on Schedule 1.1(A) below the heading “Revolving Credit Base Rate Spread”, or

          (B) the percentage spread to be added to the LIBOR Rate applicable to Revolving Credit Loans under the LIBOR Rate Option based on the Leverage Ratio then in effect according to the pricing grid on Schedule 1.1(A) below the heading “Revolving Credit LIBOR Rate Spread”.

          Approved Fund shall mean any fund that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

          Asset Sale shall have the meaning specified in Section 8.2.2 [Disposition of Assets].

          Assignment and Assumption Agreement shall mean an assignment and assumption agreement entered into by a Lender and an assignee permitted under Section 11.8 [Successors and Assigns], in substantially the form of Exhibit 1.1(A).

          Authorized Officer shall mean, with respect to any Loan Party, the Chief Executive Officer, President, Chief Financial Officer, Treasurer, Assistant Treasurer or Controller of such Loan Party or such other individuals, designated by written notice to the Administrative Agent from the Borrower, authorized to execute notices, reports and other documents on behalf of the Loan Parties required hereunder. The Borrower may amend such list of individuals from time to time by giving written notice of such amendment to the Administrative Agent.

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          Base Rate shall mean, for any day, a fluctuating per annum rate of interest equal to the highest of (a) the Federal Funds Open Rate, plus 0.5%, and (b) the Prime Rate, and (c) the Daily LIBOR Rate, plus 100 basis points (1.0%). Any change in the Base Rate (or any component thereof) shall take effect at the opening of business on the day such change occurs.

          Base Rate Option shall mean the option of the Borrower to have Loans bear interest at the rate and under the terms set forth in Section 4.1.1(i) [Revolving Credit Base Rate Option].

          Borrower shall mean Spartech Corporation, a corporation organized and existing under the laws of the State of Delaware.

          Borrowing Date shall mean, with respect to any Loan, the date for the making thereof or the renewal or conversion thereof at or to the same or a different Interest Rate Option, which shall be a Business Day.

          Borrowing Tranche shall mean specified portions of Loans outstanding as follows: (i) any Loans to which a LIBOR Rate Option applies which become subject to the same Interest Rate Option under the same Loan Request by the Borrower and which have the same Interest Period and which are denominated either in Dollars or in the same Optional Currency shall constitute one Borrowing Tranche, and (ii) all Loans to which a Base Rate Option applies shall constitute one Borrowing Tranche.

          Business Day shall mean any day other than a Saturday or Sunday or a legal holiday on which commercial banks are authorized or required to be closed for business in Pittsburgh, Pennsylvania and (i) if the applicable Business Day relates to any Loan to which the LIBOR Rate Option applies, such day must also be a day on which dealings are carried on in the London interbank market, and (ii) with respect to advances or payments of Loans or any other matters relating to Loans denominated in an Optional Currency, such day also shall be a day on which (A) dealings in deposits in the relevant Optional Currency are carried on in the applicable interbank market, and (B) all applicable banks into which Loan proceeds may be deposited are open for business.

          Calyon Term Loan means the term loan made to the Borrower by Calyon New York Branch in the original principal amount of 20,000,000 Euros pursuant to that certain Term Loan Agreement dated as of February 16, 2005, as amended.

          Capital Expenditure shall mean with respect to any person for any period, the aggregate amount of all expenditures by such Person and its Subsidiaries for the acquisition or leasing (pursuant to a Capital Lease) of fixed or capital assets that are required to be capitalized under GAAP on a balance sheet of such Person.

          Capital Lease means, as of any date, any lease of property, real or personal, the obligations of the lessee in respect of which are required in accordance with GAAP to be capitalized on the balance sheet of the lessee.

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          Capitalized Lease Obligations means, with respect to any Person, all outstanding obligations of such Person in respect of Capital Leases, taken at the capitalized amount thereof accounted for as indebtedness in accordance with GAAP.

          Change in Law shall mean the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any Law, (b) any change in any Law or in the administration, interpretation or application thereof by any Official Body or (c) the making or issuance of any request, guideline or directive (whether or not having the force of Law) by any Official Body.

          Change of Control means that (a) any Person or group (within the meaning of Rule13d-5 of the SEC under the Exchange Act) shall become the Beneficial Owner of 20% or more of the Voting Equity Interests of the Borrower, or (b) a majority of the members of the Board of Directors of the Borrower shall cease to be Continuing Members.

          Closing Date shall mean the Business Day on which the first Loan shall be made, which shall be June ___, 2010.

          Code shall mean the Internal Revenue Code of 1986, as the same may be amended or supplemented from time to time, and any successor statute of similar import, and the rules and regulations thereunder, as from time to time in effect.

          Collateral shall mean any collateral in which a Lien is granted by any Person to the Collateral Agent to secure the Senior Secured Obligations pursuant to the Collateral Documents.

          Collateral Agent shall mean PNC in its capacity as collateral agent for the Creditors, or any successor thereto under the Intercreditor Agreement.

          Collateral Documents shall mean the Security Agreement, any Mortgage Instrument, and any document related thereto.

          Commitment shall mean as to any Lender the aggregate of its Revolving Credit Commitment and, in the case of PNC, its Swing Loan Commitment, and Commitments shall mean the aggregate of the Revolving Credit Commitments and Swing Loan Commitment of all of the Lenders.

          Commitment Fee shall have the meaning specified in Section 2.3 [Commitment Fees].

          Compliance Certificate shall have the meaning specified in Section 8.3.3 [Certificate of the Borrower].

          Computation Date shall have the meaning specified in Section 2.10 [Utilization of Commitments in Optional Currency].

          Consolidated EBITDA for any period of determination shall mean Consolidated Net Income for such period plus all amounts deducted in the computation thereof on account of

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(a) Consolidated Interest Expense, (b) depreciation and amortization expenses and other non-cash charges (including but no limited to expensing of stock options, fixed asset write-offs and impairment of good will), (c) income and profits taxes, and (d) cash restructuring expenses not to exceed $5,000,000.

          Consolidated Indebtedness means, at any date, all Indebtedness of the Borrower and its Subsidiaries, determined on a consolidated basis.

          Consolidated Interest Expense for any period means the sum for the Borrower and its Subsidiaries, determined on a consolidated basis in accordance with GAAP, of all amounts which would be deducted in computing Consolidated Net Income on account of interest on Indebtedness (including imputed interest in respect of Capitalized Lease Obligations and amortization of debt discount and expense).

          Consolidated Net Income for any period means the net income of the Borrower and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP, excluding

          (a) the proceeds of any life insurance policy;

          (b) any gains arising from (i) the sale or other disposition of any assets (other than current assets) to the extent that the aggregate amount of the gains during such period exceeds the aggregate amount of the losses during such period from the sale, abandonment or other disposition of assets (other than current assets), (ii) any write-up of assets or (iii) the acquisition of outstanding securities of the Borrower or any Subsidiary;

          (c) any amount representing any interest in the undistributed earnings of any other Person (other than a Subsidiary);

          (d) any earnings, prior to the date of acquisition, of any Person acquired in any manner, and any earnings of any Subsidiary acquired prior to its becoming a Subsidiary;

          (e) any earnings of a successor to or transferee of the assets of the Borrower prior to its becoming such successor or transferee;

          (f) any deferred credit (or amortization of a deferred credit) arising from the acquisition of any Person; and

          (g) any extraordinary gains not covered by clause (b) above.

          Consolidated Net Worth shall mean, at any date, on a consolidated basis for the Borrower and its Subsidiaries, (a) the sum of (i) capital stock taken at par or stated value plus (ii) capital in excess of par or stated value relating to capital stock plus (iii) retained earnings (or minus any retained earning deficit) minus (b) the sum of treasury stock, capital stock subscribed for and unissued and other contra-equity accounts, all determined in accordance with GAAP.

          Consolidated Total Operating Income shall mean, for any period, on a consolidated basis in accordance with GAAP for the Borrower and its Subsidiaries, earnings before

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Consolidated Interest Expense and income taxes for such period, plus all amounts deducted for other non-cash charges (including but not limited to expensing of stock options, fixed asset write-offs and impairments of goodwill) for such period.

          Consolidated Total Assets shall mean, at any date, for the Borrower and its Subsidiaries, the total assets as of such date which would be shown as assets on a consolidated balance sheet of the Borrower and its Subsidiaries prepared in accordance with GAAP.

          Continuing Member means a member of the Board of Directors of the Borrower who either (a) was a member of the Borrower’s Board of Directors on the Closing Date and has been such continuously thereafter, or (b) became a member of such Board of Directors after the Closing Date and whose election or nomination for election was approved by a vote of the majority of the Continuing Members then members of the Borrower’s Board of Directors.

          Creditor has the meaning specified in the Intercreditor Agreement.

          Daily LIBOR Rate shall mean, for any day, the rate per annum determined by the Administrative Agent by dividing (x) the Published Rate by (y) a number equal to 1.00 minus the LIBOR Reserve Percentage on such day.

          Debtor Relief Laws means 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.

          Defaulting Lender shall mean any Lender that (a) has failed to fund any portion of the Loans, participations with respect to Letters of Credit, or participations in Swing 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 and all interest accruing as a result of such failure has been fully paid in accordance with the terms hereof, (b) has otherwise failed to pay over to the Administrative 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 and all interest accruing as a result of such failure has been fully paid in accordance with the terms hereof, (c) has failed at any time to comply with the provisions of Section 5.3 with respect to purchasing participations from the other Lenders, whereby such Lender’s share of any payment received, whether by setoff or otherwise, is in excess of its Ratable Share of such payments due and payable to all of the Lenders, or (d) has since the date of this Agreement been deemed insolvent by an Official Body or become the subject of a bankruptcy, receivership, conservatorship or insolvency proceeding, or has a parent company that since the date of this Agreement been deemed insolvent by an Official Body or become the subject of a bankruptcy, receivership, conservatorship or insolvency proceeding.

          Dividends means, with respect to any Person, dividends or other distributions of assets, properties, cash, rights, obligations or securities on account of any shares of any class of its capital stock.

          Dollar, Dollars, U.S. Dollars and the symbol $ shall mean lawful money of the United States of America.

          Dollar Equivalent shall mean, with respect to any amount of any currency, the Equivalent Amount of such currency expressed in Dollars.

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          Domestic Subsidiary means any Subsidiary that is not a Foreign Subsidiary.

          Drawing Date shall have the meaning specified in Section 2.9.3 [Disbursements, Reimbursement].

          Environmental Laws shall mean all applicable federal, state, local, tribal, territorial and foreign Laws (including common law), constitutions, statutes, treaties, regulations, rules, ordinances and codes and any consent decrees, settlement agreements, judgments, orders, directives, policies or programs issued by or entered into with an Official Body pertaining or relating to: (i) pollution or pollution control; (ii) protection of human health from exposure to regulated substances; (iii) protection of the environment and/or natural resources; (iv) employee safety in the workplace; (v) the presence, use, management, generation, manufacture, processing, extraction, treatment, recycling, refining, reclamation, labeling, packaging, sale, transport, storage, collection, distribution, disposal or release or threat of release of regulated substances; (vi) the presence of contamination; (vii) the protection of endangered or threatened species; and (viii) the protection of environmentally sensitive areas.

          Equity Interest means shares of capital stock (whether denominated as common stock or preferred stock), beneficial, partnership or membership interests, participations or other equivalents (regardless of how designated) of or in a corporation, partnership, limited liability company or equivalent entity, whether voting or non-voting.

          Equivalent Amount shall mean, at any time, as determined by the Administrative Agent (which determination shall be conclusive absent manifest error) with respect to an amount of any currency (the “Reference Currency”) which is to be computed as an equivalent amount of another currency (the “Equivalent Currency”), the amount of such Equivalent Currency converted from such Reference Currency using the average spot rate quoted to the Administrative Agent (based on market rates then prevailing and available to the Administrative Agent) or the commercial market rate of exchange, as determined by the Administrative Agent, for the sale of such Equivalent Currency for such Reference Currency at a time determined by Administrative Agent of the second Business Day immediately preceding the event for which such calculation is made.

          Equivalent Currency shall have the meaning assigned to such term in the definition of “Equivalent Amount”.

          ERISA shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended or supplemented from time to time, and any successor statute of similar import, and the rules and regulations thereunder, as from time to time in effect.

          ERISA Affiliate shall mean, at any time, any trade or business (whether or not incorporated) under common control with the Borrower and are treated as a single employer under Section 414 of the Code.

          ERISA Event shall mean (a) a reportable event (under Section 4043 of ERISA and regulations thereunder) with respect to a Pension Plan; (b) a withdrawal by 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

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of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by 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 Sections 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 Borrower or any ERISA Affiliate.

          ERISA Group shall mean, at any time, the Borrower and all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control and all other entities which, together with the Borrower, are treated as a single employer under Section 414 of the Internal Revenue Code.

          Event of Default shall mean any of the events described in Section 9.1 [Events of Default] and referred to therein as an “Event of Default.”

          Excess Cash Flow shall mean, for any period for the Borrower and its Subsidiaries on a consolidated basis, an amount equal to the sum of, without duplication, in each case for such period (a) the sum of (i) Consolidated EBITDA (excluding for purposes of the determination of Excess Cash Flow only, the addition of any cash restructuring expenses), (ii) interest income received in cash, and (iii) net decrease (if any) in working capital minus (b) the sum of (i) Restricted Payments, (ii) aggregate amount of federal, state, local and foreign income taxes paid in cash, (iii) unfinanced cash portion of Capital Expenditures, (iv) amounts expended for Permitted Acquisitions, (v) scheduled principal repayments of Indebtedness (other than Indebtedness of the Borrower or any Subsidiary owing to the Borrower or another Subsidiary) and, without duplication, payments of such Indebtedness which result in a permanent reduction of any commitment related thereto, (vi) interest and fees in respect of any Indebtedness (other than Indebtedness of the Borrower or any Subsidiary owing to the Borrower or another Subsidiary) actually paid in cash, and (vii) net increases (if any) in working capital.

          Excluded Taxes shall mean, with respect to the Administrative Agent, any Lender, the Issuing Lender or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (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 or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which the Borrower is located and (c) in the case of a Foreign Lender, any withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party hereto (or designates a new lending office) or is attributable to such Foreign Lender’s failure or inability (other than as a result of a Change in Law) to comply with Section 5.9.5 [Status of Lenders], except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new

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lending office (or assignment), to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Section 5.9.1 [Payment Free of Taxes].

          Executive Order No. 13224 shall mean the Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, as the same has been, or shall hereafter be, renewed, extended, amended or replaced.

          Existing Credit Agreement has the meaning specified in the introductory paragraphs hereto.

          Expiration Date shall mean, with respect to the Revolving Credit Commitments, June 9, 2014.

          Extraordinary Receipt means any cash received by or paid to or for the account of any Person in excess of $1,000,000 not in the ordinary course of business, including tax refunds, pension plan reversions, proceeds of insurance (other than proceeds of business interruption insurance to the extent such proceeds constitute compensation for lost earnings), condemnation awards (and payments in lieu thereof), indemnity payments and any purchase price adjustments; provided, however, that an Extraordinary Receipt shall not include cash receipts from proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments to the extent that such proceeds, awards or payments are received by any Person in respect of any third party claim against such Person and applied to pay (or to reimburse such Person for its prior payment of) such claim and the costs and expenses of such Person with respect thereto.

          Federal Funds Effective Rate for any day shall mean the rate per annum (based on a year of 360 days and actual days elapsed and rounded upward to the nearest 1/100 of 1%) announced by the Federal Reserve Bank of New York (or any successor) on such day as being the weighted average of the rates on overnight federal funds transactions arranged by federal funds brokers on the previous trading day, as computed and announced by such Federal Reserve Bank (or any successor) in substantially the same manner as such Federal Reserve Bank computes and announces the weighted average it refers to as the “Federal Funds Effective Rate” as of the date of this Agreement; provided, if such Federal Reserve Bank (or its successor) does not announce such rate on any day, the “Federal Funds Effective Rate” for such day shall be the Federal Funds Effective Rate for the last day on which such rate was announced.

          Federal Funds Open Rate for any day shall mean the rate per annum (based on a year of 360 days and actual days elapsed) which is the daily federal funds open rate as quoted by ICAP North America, Inc. (or any successor) as set forth on the Bloomberg Screen BTMM for that day opposite the caption “OPEN” (or on such other substitute Bloomberg Screen that displays such rate), or as set forth on such other recognized electronic source used for the purpose of displaying such rate as selected by the Administrative Agent (for purposes of this definition, an “Alternate Source”) (or if such rate for such day does not appear on the Bloomberg Screen BTMM (or any substitute screen) or on any Alternate Source, or if there shall at any time, for any reason, no longer exist a Bloomberg Screen BTMM (or any substitute screen) or any Alternate Source, a comparable replacement rate determined by the Administrative Agent at such time (which determination shall be conclusive absent manifest error); provided however, that if such day is not a Business Day, the Federal Funds Open Rate

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for such day shall be the “open” rate on the immediately preceding Business Day. If and when the Federal Funds Open Rate changes, the rate of interest with respect to any advance to which the Federal Funds Open Rate applies will change automatically without notice to the Borrower, effective on the date of any such change.

          Fixed Charge Coverage Ratio shall mean, as of any date of determination, for the Borrower and its Subsidiaries on a consolidated basis, the ratio of (a) the sum of (i) Consolidated EBITDA, minus (ii) Capital Expenditures, minus (iii) income tax expense, to (b) the sum of (i) cash Consolidated Interest Expense, plus (ii) Dividends, plus (iii) Stock Redemptions, plus (iv) scheduled installment payments of principal of Consolidated Indebtedness, excluding (x) principal payments made in 2010 with respect to the Calyon Term Loan, (y) principal payments made in 2010 to satisfy the Noteholders under the Note Purchase Agreement related to the 6.82% Senior Notes due 2011 as set forth in Section 7.1.1(x), and (z) scheduled principal payments for amortization payments under the Note Purchase Agreement related to the 6.58% Senior Notes due 2016, in each case for the four consecutive fiscal quarters most recently ended.

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

          Foreign Subsidiary means each Subsidiary of the Borrower which is organized under the laws of any jurisdiction other than, and which is conducting the majority of its business outside of, the United States or any state thereof.

          GAAP shall mean generally accepted accounting principles as are in effect from time to time, subject to the provisions of Section 1.3 [Accounting Principles], and applied on a consistent basis both as to classification of items and amounts.

          Guarantor means, collectively, (a) each Domestic Subsidiary of the Borrower in existence on the Closing Date other than (i) each Inactive Subsidiary, (ii) each Domestic Subsidiary that has no assets other than the capital stock or other ownership interest of another Domestic Subsidiary, and (b) each Domestic Subsidiary of the Borrower formed or acquired after the Closing Date (other than a Domestic Subsidiary that has no assets other than the capital stock or other ownership interest of another Domestic Subsidiary) that executes a Guaranty Joinder pursuant to Section 11.13.

          Guarantor Joinder shall mean a joinder by a Person as a Guarantor under the Loan Documents in the form of Exhibit 1.1(G)(1).

          Guaranty or Guarantees of any Person shall mean any obligation of such Person guaranteeing or in effect guaranteeing any liability or obligation of any other Person in any manner, whether directly or indirectly, including any agreement to indemnify or hold harmless any other Person, any performance bond or other suretyship arrangement and any other form of

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assurance against loss, except endorsement of negotiable or other instruments for deposit or collection in the ordinary course of business.

          Guaranty Agreement shall mean the Continuing Agreement of Guaranty and Suretyship in substantially the form of Exhibit 1.1(G)(2) executed and delivered by each of the Guarantors.

          Inactive Subsidiary means any Subsidiary of the Borrower which does not actively conduct business and which does not own any material assets.

          Increasing Lender shall have the meaning assigned to that term in Section 2.15 [Increase in Revolving Credit Commitments].

          Indebtedness means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

          (a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

          (b) all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments;

          (c) net obligations of such Person under (i) any Interest Rate Hedge, foreign currency exchange transaction, currency swap transaction, cross-currency rate swap transaction, currency options, spot contracts, or any other similar transactions, and (ii) commodity swaps, commodity options, forward commodity contracts and any other similar transactions;

          (d) all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business);

          (e) accrued obligations in respect of earn-out or similar payments payable in cash or which may be payable in cash at the seller’s or obligee’s option;

          (f) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

          (g) Capitalized Lease Obligations and Synthetic Lease Obligations;

          (h) obligations in respect of Redeemable Stock;

          (i) any “withdrawal liability” of such Person as such term is defined under Part I of Subtitle E of Title IV of ERISA; and

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          (j) all Guarantees of such Person in respect of any of the foregoing.

          For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of any Synthetic Lease Obligation as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date.

          Indemnified Taxes shall mean Taxes other than Excluded Taxes.

          Indemnitee shall have the meaning specified in Section 11.3.2 [Indemnification by the Borrower].

          Indemnity shall mean the Indemnity Agreement in the form of Exhibit 1.1(I)(1) relating to possible environmental liabilities associated with any of the owned real property of the Loan Parties or their Subsidiaries which becomes subject to a Mortgage Instrument.

          Internal Control Event means a weakness in, or fraud that involves management or other employees who have a significant role in, the Borrower’s internal controls over financial reporting, in each case as described in the Securities Laws, the result of which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Change.

          Information shall mean all information received from the Loan Parties or any of their Subsidiaries relating to the Loan Parties or any of such Subsidiaries or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the Issuing Lender on a non-confidential basis prior to disclosure by the Loan Parties or any of their Subsidiaries, provided that, in the case of information received from the Loan Parties or any of their Subsidiaries after the date of this Agreement, such information is clearly identified at the time of delivery as confidential.

          Insolvency Proceeding shall mean, with respect to any Person, (a) a case, action or proceeding with respect to such Person (i) before any court or any other Official Body under any bankruptcy, insolvency, reorganization or other similar Law now or hereafter in effect, or (ii) for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator, conservator (or similar official) of any Loan Party or otherwise relating to the liquidation, dissolution, winding-up or relief of such Person, or (b) any general assignment for the benefit of creditors, composition, marshaling of assets for creditors, or other, similar arrangement in respect of such Person’s creditors generally or any substantial portion of its creditors; undertaken under any Law.

          Intercreditor Agreement means that certain Amended and Restated Intercreditor and Collateral Agency Agreement dated as of June 9, 2010, among PNC, as Collateral Agent, the Administrative Agent on behalf of each of the Lenders, and the Noteholders and consented to by the Borrower and each Granting Party, as hereafter may be amended, modified or supplemented from time to time in accordance with the terms thereof, which Intercreditor

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Agreement amends and restates that certain Intercreditor and Collateral Agency Agreement, dated as of September 10, 2008, among inter alia, Bank of America, as the predecessor the collateral agent and administrative agent and the Noteholders and consented to by the Borrower and each Granting Party.

          Interest Period shall mean the period of time selected by the Borrower in connection with (and to apply to) any election permitted hereunder by the Borrower to have Revolving Credit Loans bear interest under the LIBOR Rate Option. Subject to the last sentence of this definition, such period shall be one, two, three or six Months. Such Interest Period shall commence on the effective date of such Interest Rate Option, which shall be (i) the Borrowing Date if the Borrower is requesting new Loans, or (ii) the date of renewal of or conversion to the LIBOR Rate Option if the Borrower is renewing or converting to the LIBOR Rate Option applicable to outstanding Loans. Notwithstanding the second sentence hereof: (A) any Interest Period which would otherwise end on a date which is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (B) the Borrower shall not select, convert to or renew an Interest Period for any portion of the Loans that would end after the Expiration Date, and (C) with respect to Revolving Credit Loans which bear interest at an Optional Currency, only the one Month period shall apply to such Loans.

          Interest Rate Hedge shall mean an interest rate exchange, collar, cap, swap, adjustable strike cap, adjustable strike corridor or similar agreements entered into by the Loan Parties or their Subsidiaries in order to provide protection to, or minimize the impact upon, the Borrower, the Guarantor and/or their Subsidiaries of increasing floating rates of interest applicable to Indebtedness.

          Interest Rate Option shall mean any LIBOR Rate Option or Base Rate Option.

          IRS shall mean the Internal Revenue Service.

          Issuing Lender shall mean PNC, in its individual capacity as issuer of Letters of Credit hereunder, and Bank of America, N.A. with respect to the Letters of Credit set forth on Schedule 2.9 (but excluding any Letters of Credit issued by Bank of America, N.A. after the date hereof), and their respective successors.

          Joint Venture shall mean a corporation, partnership, limited liability company or other entity in which any Person other than the Loan Parties and their Subsidiaries holds, directly or indirectly, an Equity Interest.

          Law shall mean any law (including common law), constitution, statute, treaty, regulation, rule, ordinance, opinion, release, ruling, order, injunction, writ, decree, bond, judgment, authorization or approval, lien or award by or settlement agreement with any Official Body.

          Lender Provided Interest Rate Hedge shall mean an Interest Rate Hedge which is provided by any Lender or its Affiliate and with respect to which the Administrative Agent confirms: (i) is documented in a standard International Swap Dealer Association Agreement, and

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(ii) provides for the method of calculating the reimbursable amount of the provider’s credit exposure in a reasonable and customary manner.

          Lenders shall mean the financial institutions named on Schedule 1.1(B) and their respective successors and assigns as permitted hereunder, each of which is referred to herein as a Lender. For the purpose of any Loan Document which provides for the granting of a security interest or other Lien to the Lenders or to the Administrative Agent for the benefit of the Lenders as security for the Obligations, “Lenders” shall include any Affiliate of a Lender to which such Obligation is owed.

          Letter of Credit shall have the meaning specified in Section 2.9.1 [Issuance of Letters of Credit].

          Letter of Credit Borrowing shall have the meaning specified in Section 2.9.3 [Disbursements, Reimbursement].

          Letter of Credit Fee shall have the meaning specified in Section 2.9.2 [Letter of Credit Fees].

          Letter of Credit Obligation shall mean, as of any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit on such date (if any Letter of Credit shall increase in amount automatically in the future, such aggregate amount available to be drawn shall currently give effect to any such future increase) plus the aggregate Reimbursement Obligations and Letter of Credit Borrowings on such date.

          Letter of Credit Sublimit shall have the meaning specified in Section 2.9.1 [Issuance of Letters of Credit].

          “Leverage Ratio” means, as of any date of determination, for the Borrower and its Subsidiaries on a consolidated basis, the ratio of (a) Consolidated Indebtedness as of such date to (b) Consolidated EBITDA for the four consecutive fiscal quarters most recently ended. For purposes of calculating the Leverage Ratio as at any date, Consolidated EBITDA shall be calculated on a pro forma basis (as certified by the Borrower to the Administrative Agent) assuming that all Permitted Acquisitions made, and all divestitures completed, during the four consecutive fiscal quarters then most recently ended had been made on the first day of such period, without adjustment for expected cost savings or other synergies; provided however, subject to the Borrower obtaining a similar agreement from the Noteholders to permit such treatment, Consolidated EBITDA with respected to Permitted Acquisitions and permitted Asset Sales shall be calculated for purposes of the Leverage Ratio based upon a pro forma condensed income statement in a manner acceptable to the Administrative Agent in its reasonable discretion which excludes (i) historical expenses which will not be continuing, and (ii) income related to assets which are disposed of by the Borrower and its Subsidiaries, each of the foregoing as allowed under SEC Regulation S-X.

          LIBOR Rate shall mean the following:

          (A) with respect to Dollar Loans comprising any Borrowing Tranche to which the LIBOR Rate Option applies for any Interest Period, the interest rate per annum determined

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by the Administrative Agent by dividing (the resulting quotient rounded upwards, if necessary, to the nearest 1/100th of 1% per annum) (i) the rate which appears on the Bloomberg Page BBAM1 (or on such other substitute Bloomberg page that displays rates at which US dollar deposits are offered by leading banks in the London interbank deposit market), or the rate which is quoted by another source selected by the Administrative Agent which has been approved by the British Bankers’ Association as an authorized information vendor for the purpose of displaying rates at which US dollar deposits are offered by leading banks in the London interbank deposit market (an “Alternate Source”), at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period as the London interbank offered rate for U.S. Dollars for an amount comparable to such Borrowing Tranche and having a borrowing date and a maturity comparable to such Interest Period (or if there shall at any time, for any reason, no longer exist a Bloomberg Page BBAM1 (or any substitute page) or any Alternate Source, a comparable replacement rate determined by the Administrative Agent at such time (which determination shall be conclusive absent manifest error)), by (ii) a number equal to 1.00 minus the LIBOR Reserve Percentage. LIBOR may also be expressed by the following formula:

		London interbank offered rates quoted by Bloomberg
LIBOR Rate	=	or appropriate successor as shown on Bloomberg Page BBAM1
		1.00 - LIBOR Reserve Percentage

          (B) with respect to Optional Currency Loans comprising any Borrowing Tranche to which the LIBOR Rate Option applies for any Interest Period, the interest rate per annum determined by the Administrative Agent by dividing (i) the rate of interest per annum determined by the Administrative Agent in accordance with its usual procedures (which determination shall be conclusive absent manifest error) to be the rate of interest per annum for deposits in the relevant Optional Currency which appears on the relevant Bloomberg Page (or, if no such quotation is available on such Bloomberg Page, on the appropriate such other substitute Bloomberg page that displays rates at which the relevant Optional Currency deposits are offered by leading banks in the London interbank deposit market) or the rate which is quoted by another source selected by the Administrative Agent which has been approved by the British Bankers’ Association as an authorized information vendor for the purpose of displaying such rates at which such Optional Currency deposits are offered by leading banks in the London interbank deposit market (an “Optional Currency Alternate Source”), at approximately 11:00 a.m., London time, two (2) Business Days prior to the first day of such Interest Period for delivery on the first day of such Interest Period for a period, and in an amount, comparable to such Interest Period and principal amount of such Borrowing Tranche (“LIBO Rate”) by (ii) a number equal to 1.00 minus the LIBOR Rate Reserve Percentage. Such LIBOR Rate may also be expressed by the following formula:

LIBOR Rate	=	LIBO Rate
		1 - LIBOR Rate Reserve Percentage

          The LIBOR Rate shall be adjusted with respect to any Loan to which the LIBOR Rate Option applies that is outstanding on the effective date of any change in the LIBOR Reserve Percentage as of such effective date. The Administrative Agent shall give prompt notice to the

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Borrower of the LIBOR Rate as determined or adjusted in accordance herewith, which determination shall be conclusive absent manifest error.

          LIBOR Rate Option shall mean the option of the Borrower to have Loans bear interest at the rate and under the terms set forth in Section 4.1.1(ii) [Revolving Credit LIBOR Rate Option].

          LIBOR Reserve Percentage shall mean the maximum percentage (expressed as a decimal rounded upward to the nearest 1/100 of 1%) as determined by the Administrative Agent which is in effect during any relevant period, (i) as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the reserve requirements (including supplemental, marginal and emergency reserve requirements) with respect to eurocurrency funding (currently referred to as “Eurocurrency Liabilities”) of a member bank in such System; and (ii) to be maintained by a Lender as required for reserve liquidity, special deposit, or a similar purpose by any governmental or monetary authority of any country or political subdivision thereof (including any central bank), against (A) any category of liabilities that includes deposits by reference to which a LIBOR Rate is to be determined, or (B) any category of extension of credit or other assets that includes Loans or Borrowing Tranches to which a LIBOR Rate applies.

          Lien shall mean any mortgage, deed of trust, pledge, lien, security interest, charge or other encumbrance or security arrangement of any nature whatsoever, whether voluntarily or involuntarily given, including any conditional sale or title retention arrangement, and any assignment, deposit arrangement or lease intended as, or having the effect of, security and any filed financing statement or other notice of any of the foregoing (whether or not a lien or other encumbrance is created or exists at the time of the filing).

          Loan Documents shall mean this Agreement, the Administrative Agent’s Letter, the Guaranty Agreement, the Indemnity, the Mortgage Instruments, the Notes, the Security Agreement, and any other instruments, certificates or documents delivered in connection herewith or therewith.

          Loan Parties shall mean the Borrower and the Guarantors.

          Loan Request shall have the meaning specified in Section 2.5 [Revolving Credit Loan Requests; Swing Loan Requests].

          Loans shall mean collectively and Loan shall mean separately all Revolving Credit Loans and Swing Loans or any Revolving Credit Loan or Swing Loan.

          Majority Creditors has the meaning specified in the Intercreditor Agreement.

          Material Adverse Change means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual or contingent) or condition (financial or otherwise) or prospects of the Borrower or the Borrower and its Subsidiaries taken as a whole, (b) an impairment of the ability of any Loan Party to perform its payment or other material obligations under any Loan Document to which it is a party, or (c) a

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material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party.

          Month, with respect to an Interest Period under the LIBOR Rate Option, shall mean the interval between the days in consecutive calendar months numerically corresponding to the first day of such Interest Period. If any LIBOR Rate Interest Period begins on a day of a calendar month for which there is no numerically corresponding day in the month in which such Interest Period is to end, the final month of such Interest Period shall be deemed to end on the last Business Day of such final month.

          Mortgage Instrument has the meaning specified in Section 8.1.10.

          Mortgaged Property has the meaning specified in Section 8.1.10.

          Multiemployer Plan shall mean any employee benefit plan which is a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA and to which the Borrower or any member of the ERISA Group is then making or accruing an obligation to make contributions or, within the preceding five Plan years, has made or had an obligation to make such contributions.

          Net Cash Proceeds shall mean:

          (a) with respect to any Asset Sale by the Borrower or any of its Subsidiaries, or any Extraordinary Receipt received or paid to the account of the Borrower or any of its Subsidiaries, 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 the Borrower or such Subsidiary in connection with such transaction and (C) taxes reasonably estimated to be actually payable as a result of the relevant transaction; 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 Asset Sale, 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 the Borrower or any of its Subsidiaries, or the incurrence or issuance of any Indebtedness by the Borrower or any of its Subsidiaries, 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 the Borrower or such Subsidiary in connection therewith.

          New Lender shall have the meaning assigned to that term in Section 2.15 [Increase in Revolving Credit Commitments].

          Non-Consenting Lender shall have the meaning specified in Section 11.1 [Modifications, Amendments or Waivers].

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          Noteholders shall mean, collectively, the holders, from time to time, of (a) the Borrower’s 6.58% Senior Notes due September 15, 2016 and (b) the Borrower’s 6.82% Senior Notes due June 5, 2011. Following repayment of the 6.82% Senior Notes due June 5, 2011, any references to such 6.82% Senior Notes and the related Note Purchase Agreement are no longer applicable to this Agreement.

          Note Purchase Agreements shall mean, collectively, (a) that certain Amended and Restated Note Purchase Agreement dated as of September 10, 2008 (initially dated September 15, 2004), among the Borrowers and the purchasers named therein in respect of the Borrower’s 6.58% Senior Notes due 2016, as amended, and (b) that certain Amended and Restated Note Purchase Agreement dated as of September 10, 2008 (initially dated June 5, 2006), among the Borrowers and the purchasers named therein in respect of the Borrower’s 6.82% Senior Notes due 2011 as amended. Following repayment of the 6.82% Senior Notes due June 5, 2011, any references to such 6.82% Senior Notes and the related Note Purchase Agreement are no longer applicable to this Agreement.

          Notes shall mean, collectively, the promissory notes in the form of Exhibit 1.1(N)(1) evidencing the Revolving Credit Loans, and in the form of Exhibit 1.1(N)(2) evidencing the Swing Loan.

          Obligation(s) shall mean any obligation or liability of any of the Loan Parties or any of their Subsidiaries, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due, under or in connection with (i) this Agreement, the Notes, the Letters of Credit, the Administrative Agent’s Letter or any other Loan Document whether to the Administrative Agent, any of the Lenders or their Affiliates or other persons provided for under such Loan Documents, (ii) any Lender Provided Interest Rate Hedge with the Loan Parties or any of their Subsidiaries, and (iii) any Other Lender Provided Financial Service Product with the Loan Parties or any of their Subsidiaries.

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

          Optional Currency shall mean any the following currencies: (a) pounds sterling, (b) Euro, (c) Canadian dollar, (d) Mexican peso, and (e) such other currencies which are readily available as approved by Administrative Agent in its reasonable discretion and each Lender under Section 2.13.

          Original Currency shall have the meaning assigned to such term in Section 5.13.

          Other Currency shall have the meaning assigned to such term in Section 5.13.

          Other Lender Provided Financial Service Product shall mean agreements or other arrangements under which any Lender or Affiliate of a Lender provides any of the following

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products or services to any of the Loan Parties or their Subsidiaries: (a) credit cards, (b) credit card processing services, (c) debit cards, (d) purchase cards, (e) ACH transactions, (f) cash management, including overdrafts, controlled disbursement, accounts or services, (g) foreign currency exchange transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions, and (h) commodity swaps, commodity options, forward commodity contracts and any other similar transactions.

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

          Overnight Rate shall mean for any day with respect to any Revolving Credit Loans in an Optional Currency, the rate of interest per annum as determined by the Administrative Agent at which overnight deposits in such currency, in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day in the applicable offshore interbank market.

          Participant has the meaning specified in Section 11.8.4 [Participations].

          Participation Advance shall have the meaning specified in Section 2.9.3 [Disbursements, Reimbursement].

          Payment Date shall mean the first day of each calendar quarter after the date hereof and on the Expiration Date or upon acceleration of the Notes.

          Payment In Full shall mean the indefeasible payment in full in cash of the Loans and other Obligations hereunder, termination of the Commitments and expiration or termination of all Letters of Credit.

          PBGC shall mean the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA or any successor.

          Pension Plan shall mean 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 Borrower or any ERISA Affiliate or to which 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 times during the immediately preceding five plan years.

          Permitted Acquisition means an Acquisition (a) which is non-hostile, (b) which occurs when no Potential Default or Event of Default exists or will result therefrom, (c) after giving effect to which, (i) the Leverage Ratio determined on a Pro Forma Basis as of the date of such Acquisition is not greater than 3.00 to 1.00, and (ii) no Potential Default or Event of Default will exist, including as a result of any breach of any financial covenant set forth in this Agreement (in each case determined as of the date of such Acquisition on a Pro Forma Basis, and (d) after giving effect to all consideration paid and costs and expenses incurred in

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connection with such Acquisition, the Borrower has the ability to borrow at least an additional $25,000,000 of Revolving Credit Loans.

          Permitted Investments shall mean:

          (i) direct obligations of the United States of America or any agency or instrumentality thereof or obligations backed by the full faith and credit of the United States of America maturing in twelve (12) months or less from the date of acquisition;

          (ii) commercial paper maturing in 180 days or less rated not lower than A-1, by Standard & Poor’s or P-1 by Moody’s Investors Service, Inc. on the date of acquisition;

          (iii) demand deposits, time deposits or certificates of deposit maturing within one year in commercial banks whose obligations are rated A-1, A or the equivalent or better by Standard & Poor’s on the date of acquisition; and

          (iv) money market or mutual funds whose investments are limited to those types of investments described in clauses (i)-(iii) above.

          Permitted Liens shall have the meaning specified in Section 8.2.1 [Liens].

          Person shall mean any individual, corporation, partnership, limited liability company, association, joint-stock company, trust, unincorporated organization, joint venture, government or political subdivision or agency thereof, or any other entity.

          Plan shall mean at any time an employee pension benefit plan (including a Multiple Employer Plan, but not a Multiemployer Plan) which is covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code and either (i) is maintained by any member of the ERISA Group for employees of any member of the ERISA Group or (ii) has at any time within the preceding five years been maintained by any entity which was at such time a member of the ERISA Group for employees of any entity which was at such time a member of the ERISA Group.

          PNC shall mean PNC Bank, National Association, its successors and assigns.

          Potential Default shall mean any event or condition which with notice or passage of time, or both, would constitute an Event of Default.

          Prime Rate shall mean the interest rate per annum announced from time to time by the Administrative Agent at its Principal Office as its then prime rate, which rate may not be the lowest or most favorable rate then being charged commercial borrowers or others by the Administrative Agent. Any change in the Prime Rate shall take effect at the opening of business on the day such change is announced.

          Principal Office shall mean the main banking office of the Administrative Agent in Pittsburgh, Pennsylvania.

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          Prior Security Interest shall mean a valid and enforceable perfected first-priority security interest under the Uniform Commercial Code in the Collateral which is subject only to Permitted Liens.

          Pro Forma Basis shall mean, with respect to the calculation of financial covenants on a pro forma basis in connection with any proposed Specified Event, the calculation of such financial covenant as if such Specified Event had occurred, and any Indebtedness of the Borrower incurred in connection with such Specified Event had been incurred, on the first day of the period of four consecutive fiscal quarters of the Borrower ending on or immediately prior to the date of such Specified Event for which financial statements have been delivered to the Lenders in accordance with this Agreement.

          Published Rate shall mean the rate of interest published each Business Day in The Wall Street Journal “Money Rates” listing under the caption “London Interbank Offered Rates” for a one month period (or, if no such rate is published therein for any reason, then the Published Rate shall be the rate at which U.S. dollar deposits are offered by leading banks in the London interbank deposit market for a one month period as published in another publication selected by the Administrative Agent).

          Purchase Money Security Interest shall mean Liens upon tangible personal property and any related software and intangibles securing loans to any Loan Party or Subsidiary of a Loan Party or deferred payments by such Loan Party or Subsidiary for the purchase of such tangible personal property and any related software and intangibles.

          Ratable Share shall mean the proportion that a Lender’s Commitment (excluding the Swing Loan Commitment) bears to the Commitments (excluding the Swing Loan Commitment) of all of the Lenders. If the Commitments have terminated or expired, the Ratable Shares shall be determined based upon the Commitments (excluding the Swing Loan Commitment) most recently in effect, giving effect to any assignments.

          Redeemable Stock means any Equity Interest of the Borrower or any of its Subsidiaries which prior to the Expiration Date may be (a) mandatorily redeemable, (b) redeemable at the option of the holder thereof, or (c) convertible into Indebtedness.

          Reimbursement Obligation shall have the meaning specified in Section 2.9.3 [Disbursements, Reimbursement].

          Reinvestment Property shall have the meaning specified in Section 5.7 [Mandatory Prepayments].

          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.

          Relief Proceeding shall mean any proceeding seeking a decree or order for relief in respect of any Loan Party or Subsidiary of a Loan Party in a voluntary or involuntary case under any applicable bankruptcy, insolvency, reorganization or other similar law now or hereafter in effect, or for the appointment of a receiver, liquidator, assignee, custodian, trustee,

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sequestrator, conservator (or similar official) of any Loan Party or Subsidiary of a Loan Party for any substantial part of its property, or for the winding-up or liquidation of its affairs, or an assignment for the benefit of its creditors.

          Required Lenders shall mean Lenders (other than any Defaulting Lender) having more than 50% of the aggregate amount of the Revolving Credit Commitments of the Lenders (excluding any Defaulting Lender) or, after the termination of the Revolving Credit Commitments, the outstanding Revolving Credit Loans and Ratable Share of Letter of Credit Obligations of the Lenders (excluding any Defaulting Lender).

          Required Share shall have the meaning assigned to such term in Section 5.11 [Settlement Date Procedures].

          Restricted Payments means (i) the authorization, declaration or payment of any Dividend, (ii) the payment, purchase or redemption of principal of or interest on any Subordinated Debt, (iii) Stock Redemptions, and (iv) any voluntary or optional prepayment or voluntary or optional redemption of the Borrower’s 6.58% Senior Notes due September 15, 2016.

          Revolving Credit Commitment shall mean, as to any Lender at any time, the amount initially set forth opposite its name on Schedule 1.1(B) in the column labeled “Amount of Commitment for Revolving Credit Loans,” as such Commitment is thereafter assigned or modified and Revolving Credit Commitments shall mean the aggregate Revolving Credit Commitments of all of the Lenders.

          Revolving Credit Loans shall mean collectively and Revolving Credit Loan shall mean separately all Revolving Credit Loans or any Revolving Credit Loan made by the Lenders or one of the Lenders to the Borrower pursuant to Section 2.1 [Revolving Credit Commitments] or 2.9.3 [Disbursements, Reimbursement].

          Revolving Facility Usage shall mean at any time the sum of the Dollar Equivalent Amount of the outstanding Revolving Credit Loans, the outstanding Swing Loans, and the Letter of Credit Obligations.

          “Securities Laws” means the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, and the applicable accounting and auditing principles, rules, standards and practices promulgated, approved or incorporated by the U.S. Securities and Exchange Commission or the Public Company Accounting Oversight Board.

          Security Agreement shall mean the Amended and Restated Security Agreement dated as of June 9, 2010 in substantially the form of Exhibit 1.1(S) executed and delivered by each of the Loan Parties to the Collateral Agent as security for the Senior Secured Obligations, which Security Agreement amends and restates that certain Security Agreement dated as of September 10, 2008, in favor of Bank of America, N.A., as collateral agent.

          Senior Note Documents shall mean the Note Purchase Agreements, the Borrower’s 6.58% Senior Notes due 2016, the Borrower’s 6.82% Senior Notes due 2011, and all other documents and instruments executed and delivered pursuant thereto. Following repayment

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of the 6.82% Senior Notes due June 5, 2011, any references to such 6.82% Senior Notes and the related Note Purchase Agreement are no longer applicable to this Agreement.

          Senior Secured Obligations has the meaning specified in the Intercreditor Agreement.

          Settlement Date shall mean the Business Day on which the Administrative Agent elects to effect settlement pursuant Section 5.11 [Settlement Date Procedures].

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

          Specified Event shall mean any Restricted Payment, Capital Expenditure, or Acquisition.

          Standard & Poor’s shall mean Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.

          Statements shall have the meaning specified in Section 6.1.6(i) [Historical Statements].

          Stock Redemptions means with respect to any Person any and all funds, cash or other payments made in respect of the redemption, repurchase or acquisition of such capital stock (specifically including, without limitation, a Treasury Stock Purchase), unless such capital stock shall be redeemed or acquired through the exchange of such capital stock with capital stock of the same class or options or warrants to purchase such capital stock.

          Subordinated Debt means any Indebtedness of the Borrower or any Subsidiary which is expressly subordinated to the Obligations, at all times pursuant to terms satisfactory to the Required Lenders.

          Subsidiary of any Person at any time shall mean any corporation, trust, partnership, any limited liability company or other business entity (i) of which more than 50% of

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the outstanding voting securities or other interests normally entitled to vote for the election of one or more directors or trustees (regardless of any contingency which does or may suspend or dilute the voting rights) is at such time owned directly or indirectly by such Person or one or more of such Person’s Subsidiaries, or (ii) which is controlled or capable of being controlled by such Person or one or more of such Person’s Subsidiaries.

          Subsidiary Equity Interests shall have the meaning specified in Section 6.1.2 [Subsidiaries and Owners; Investment Companies].

          Swing Loan Commitment shall mean PNC’s commitment to make Swing Loans to the Borrower pursuant to Section 2.1.2 [Swing Loan Commitment] hereof in an aggregate principal amount up to $10,000,000.

          Swing Loan Note shall mean the Swing Loan Note of the Borrower in the form of [Exhibit 1.1(N)(2)] evidencing the Swing Loans, together with all amendments, extensions, renewals, replacements, refinancings or refundings thereof in whole or in part.

          Swing Loan Request shall mean a request for Swing Loans made in accordance with Section 2.5.2 [Swing Loan Requests] hereof.

          Swing Loans shall mean collectively and Swing Loan shall mean separately all Swing Loans or any Swing Loan made by PNC to the Borrower pursuant to Section 2.1.2 [Swing Loan Commitment] hereof.

          Synthetic Lease Obligation means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

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

          Treasury Stock Purchase means any purchase, redemption, retirement, defeasance or other acquisition (including any sinking fund or similar deposit for such purpose) by the Borrower or any Subsidiary of the Borrower of its capital stock or any warrants, rights or options to acquire such capital stock.

          USA Patriot Act shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56, as the same has been, or shall hereafter be, renewed, extended, amended or replaced.

          Voting Equity Interests of any Person means any Equity Interests of any class or classes having ordinary voting power for the election of at least a majority of the members of the board of directors, managing general partners or the equivalent governing body of such Person, irrespective of whether, at the time, any Equity Interests of any other class or classes or such entity shall have or might have voting power by reason of the happening of any contingency.

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          Wholly-Owned Subsidiary means any corporation in which (other than directors’ qualifying shares required by law) 100% of the capital stock of each class having ordinary voting power, and 100% of the capital stock of every other class, in each case, at the time as of which any determination is being made, is owned, beneficially and of record, by the Borrower, or by one or more of the other Wholly-Owned Subsidiaries, or both.

     1.2 Construction. Unless the context of this Agreement otherwise clearly requires, the following rules of construction shall apply to this Agreement and each of the other Loan Documents: (i) references to the plural include the singular, the plural, the part and the whole and the words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”; (ii) the words “hereof,” “herein,” “hereunder,” “hereto” and similar terms in this Agreement or any other Loan Document refer to this Agreement or such other Loan Document as a whole; (iii) article, section, subsection, clause, schedule and exhibit references are to this Agreement or other Loan Document, as the case may be, unless otherwise specified; (iv) reference to any Person includes such Person’s successors and assigns; (v) reference to any agreement, including this Agreement and any other Loan Document together with the schedules and exhibits hereto or thereto, document or instrument means such agreement, document or instrument as amended, modified, replaced, substituted for, superseded or restated; (vi) relative to the determination of any period of time, “from” means “from and including,” “to” means “to but excluding,” and “through” means “through and including”; (vii) 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, (viii) section headings herein and in each other Loan Document are included for convenience and shall not affect the interpretation of this Agreement or such Loan Document, and (ix) unless otherwise specified, all references herein to times of day shall be references to Eastern Time.

     1.3 Accounting Principles. Except as otherwise provided in this Agreement, all computations and determinations as to accounting or financial matters and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 8.2 [Negative Covenants] (and all defined terms used in the definition of any accounting term used in Section 8.2 [Negative Covenants] shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing Statements referred to in Section 6.1.6(i) [Historical Statements]. In the event of any change after the date hereof in GAAP, and if such change would affect the computation of any of the financial covenants set forth in Section 8.2 [Negative Covenants], then the parties hereto agree to endeavor, in good faith, to agree upon an amendment to this Agreement that would adjust such financial covenants in a manner that would preserve the original intent thereof, but would allow compliance therewith to be determined in accordance with the Borrower’s financial statements at that time, provided that, until so amended such financial covenants shall continue to be computed in accordance with GAAP prior to such change therein.

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2. REVOLVING CREDIT AND SWING LOAN FACILITIES

     2.1 Revolving Credit Commitments.

          2.1.1 Revolving Credit Loans. Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Lender severally agrees to make Revolving Credit Loans in either Dollars or an Optional Currency to the Borrower at any time or from time to time on or after the date hereof to the Expiration Date; provided that (i) after giving effect to each such Loan the aggregate Dollar Equivalent amount of Revolving Credit Loans from such Lender shall not exceed such Lender’s Revolving Credit Commitment minus such Lender’s Ratable Share of the Letter of Credit Obligations and of the outstanding Swing Loans, (ii) no Revolving Credit Loan to which the Base Rate Option applies shall be made in an Optional Currency, (iii) the aggregate maximum Dollar Equivalent amount of all Revolving Credit Loans denominated in an Optional Currency permitted hereunder at any time outstanding shall not exceed $10,000,000, and (iv) the Revolving Facility Usage shall not exceed the Revolving Credit Commitments. Within such limits of time and amount and subject to the other provisions of this Agreement, the Borrower may borrow, repay and reborrow pursuant to this Section 2.1.1.

          2.1.2 Swing Loan Commitment. Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, and in order to facilitate loans and repayments between Settlement Dates, PNC may, at its option, cancelable at any time for any reason whatsoever, make swing loans (the “Swing Loans”) to the Borrower at any time or from time to time after the date hereof to, but not including, the Expiration Date, in an aggregate principal amount up to but not in excess of $10,000,000 (the “Swing Loan Commitment”), provided that after giving effect to such Loan, the Revolving Facility Usage shall not exceed the Revolving Credit Commitments. Within such limits of time and amount and subject to the other provisions of this Agreement, the Borrower may borrow, repay and reborrow pursuant to this Section 2.1.2.

     2.2 Nature of Lenders’ Obligations with Respect to Revolving Credit Loans. Each Lender shall be obligated to participate in each request for Revolving Credit Loans pursuant to Section 2.5 [Revolving Credit Loan Requests; Swing Loan Requests] in accordance with its Ratable Share. The aggregate of each Lender’s Revolving Credit Loans outstanding hereunder to the Borrower at any time shall never exceed its Revolving Credit Commitment minus its Ratable Share of the outstanding Swing Loans and Letter of Credit Obligations. The obligations of each Lender hereunder are several. The failure of any Lender to perform its obligations hereunder shall not affect the Obligations of the Borrower to any other party nor shall any other party be liable for the failure of such Lender to perform its obligations hereunder. The Lenders shall have no obligation to make Revolving Credit Loans hereunder on or after the Expiration Date.

     2.3 Commitment Fees. Accruing from the date hereof until the Expiration Date, the Borrower agrees to pay to the Administrative Agent for the account of each Lender according to its Ratable Share, a nonrefundable commitment fee (the “Commitment Fee”) equal to the Applicable Commitment Fee Rate (computed on the basis of a year of 360 days, and actual days elapsed) multiplied by the average daily difference between the amount of (i) the Revolving Credit Commitments (for purposes of this computation, PNC’s

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Swing Loans shall be deemed to be borrowed amounts under its Revolving Credit Commitment) and (ii) the Revolving Facility Usage; provided, however, that any Commitment Fee accrued with respect to the Revolving Credit Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such Commitment Fee shall otherwise have been due and payable by the Borrower prior to such time; and provided further that no Commitment Fee shall accrue with respect to the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. Subject to the proviso in the directly preceding sentence, all Commitment Fees shall be payable in arrears on each Payment Date.

     2.4 [Intentionally Omitted].

     2.5 Revolving Credit Loan Requests; Swing Loan Requests.

          2.5.1 Revolving Credit Loan Requests. Except as otherwise provided herein, the Borrower may from time to time prior to the Expiration Date request the Lenders to make Revolving Credit Loans, or renew or convert the Interest Rate Option applicable to existing Revolving Credit Loans pursuant to Section 4.2 [Interest Periods], by delivering to the Administrative Agent, not later than 11:00 a.m., (i) three (3) Business Days prior to the proposed Borrowing Date with respect to the making of Revolving Credit Loans to which the LIBOR Rate Option applies or the conversion to or the renewal of the LIBOR Rate Option for any Loans; (ii) four (4) Business Days prior to the proposed Borrowing Date with respect to the making of Revolving Credit Loans in an Optional Currency or the date of conversion to or renewal of the LIBOR Rate Option for Revolving Credit Loans in an Optional Currency; and (iii) on the same Business Day as to either the proposed Borrowing Date with respect to the making of a Revolving Credit Loan to which the Base Rate Option applies or the last day of the preceding Interest Period with respect to the conversion to the Base Rate Option for any Loan, of a duly completed request therefor substantially in the form of Exhibit 2.5.1 or a request by telephone immediately confirmed in writing by letter, facsimile or telex in such form (each, a “Loan Request”), it being understood that the Administrative Agent may rely on the authority of any individual making such a telephonic request without the necessity of receipt of such written confirmation. Each Loan Request shall be irrevocable and shall specify the aggregate amount of the proposed Loans comprising each Borrowing Tranche, and, if applicable, the Interest Period, which amounts shall be the Dollar Equivalent Amount of (x) integral multiples of $500,000 and not less than $1,000,000 for each Borrowing Tranche under the LIBOR Rate Option, and (y) integral multiples of $100,000 not less than $500,000 for each Borrowing Tranche under the Base Rate Option.

          2.5.2 Swing Loan Requests. Except as otherwise provided herein, the Borrower may from time to time prior to the Expiration Date request PNC to make Swing Loans by delivery to PNC not later than 12:00 noon on the proposed Borrowing Date of a duly completed request therefor substantially in the form of Exhibit 2.5.2 hereto or a request by telephone immediately confirmed in writing by letter, facsimile or telex (each, a “Swing Loan Request”), it being understood that the Administrative Agent may rely on the authority of any individual making such a telephonic request without the necessity of receipt of such written confirmation. Each Swing Loan Request shall be irrevocable and shall specify the proposed

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Borrowing Date and the principal amount of such Swing Loan, which shall be not less than $100,000.

     2.6 Making Revolving Credit Loans and Swing Loans; Presumptions by the Administrative Agent; Repayment of Revolving Credit Loans; Borrowings to Repay Swing Loans.

          2.6.1 Making Revolving Credit Loans. The Administrative Agent shall, promptly after receipt by it of a Loan Request pursuant to Section 2.5 [Revolving Credit Loan Requests; Swing Loan Requests], notify the Lenders of its receipt of such Loan Request specifying the information provided by the Borrower and the apportionment among the Lenders of the requested Revolving Credit Loans as determined by the Administrative Agent in accordance with Section 2.2 [Nature of Lenders’ Obligations with Respect to Revolving Credit Loans]. Each Lender shall remit the principal amount of each Revolving Credit Loan to the Administrative Agent such that the Administrative Agent is able to, and the Administrative Agent shall, to the extent the Lenders have made funds available to it for such purpose and subject to Section 7.2 [Each Loan or Letter of Credit], fund such Revolving Credit Loans to the Borrower in U.S. Dollars (or, if applicable, the Optional Currency) and immediately available funds at the Principal Office prior to 2:00 p.m., on the applicable Borrowing Date; provided that if any Lender fails to remit such funds to the Administrative Agent in a timely manner, the Administrative Agent may elect in its sole discretion to fund with its own funds the Revolving Credit Loans of such Lender on such Borrowing Date, and such Lender shall be subject to the repayment obligation in Section 2.6.2 [Presumptions by the Administrative Agent].

          2.6.2 Presumptions by the Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Loan that such Lender will not make available to the Administrative Agent such Lender’s share of such Loan, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.6.1 [Making Revolving Credit Loans] and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Loan available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by the Borrower, the interest rate applicable to Loans under the Base Rate Option. If such Lender pays its share of the applicable Loan to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

          2.6.3 Making Swing Loans. So long as PNC elects to make Swing Loans, PNC shall, after receipt by it of a Swing Loan Request pursuant to Section 2.5.2, [Swing Loan Requests] fund such Swing Loan to the Borrower in U.S. Dollars and immediately available funds at the Principal Office prior to 4:00 o’clock p.m. on the Borrowing Date.

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          2.6.4 Repayment of Revolving Credit Loans. The Borrower shall repay the Revolving Credit Loans together with all outstanding interest thereon on the Expiration Date.

          2.6.5 Borrowings to Repay Swing Loans. PNC may, at its option, exercisable at any time for any reason whatsoever, demand repayment of the Swing Loans, and each Lender shall make a Revolving Credit Loan in an amount equal to such Lender’s Ratable Share of the aggregate principal amount of the outstanding Swing Loans, plus, if PNC so requests, accrued interest thereon, provided that no Lender shall be obligated in any event to make Revolving Credit Loans in excess of its Revolving Credit Commitment minus its Ratable Share of outstanding Swing Loans and Letter of Credit Obligations. Revolving Credit Loans made pursuant to the preceding sentence shall bear interest at the Base Rate Option and shall be deemed to have been properly requested in accordance with Section 2.5.1 [Revolving Credit Loan Requests] without regard to any of the requirements of that provision. PNC shall provide notice to the Lenders (which may be telephonic or written notice by letter, facsimile or telex) that such Revolving Credit Loans are to be made under this Section 2.6.5 and of the apportionment among the Lenders, and the Lenders shall be unconditionally obligated to fund such Revolving Credit Loans (whether or not the conditions specified in Section 2.5.1 [Revolving Credit Loan Requests] are then satisfied) by the time PNC so requests, which shall not be earlier than 3:00 p.m. on the Business Day next after the date the Lenders receive such notice from PNC.

     2.7 Notes. The Obligation of the Borrower to repay the aggregate unpaid principal amount of the Revolving Credit Loans and Swing Loans made to it by each Lender, together with interest thereon, shall be evidenced by a revolving credit Note and a swing Note, dated the Closing Date payable to the order of such Lender in a face amount equal to the Revolving Credit Commitment or Swing Loan Commitment, as applicable, of such Lender.

     2.8 Use of Proceeds. The proceeds of the Loans shall be used (i) to refinance existing Indebtedness, (ii) for working capital and capital expenditure needs of the Loan Parties, (iii) to make Permitted Acquisitions, and (iv) for general corporate purposes of the Loan Parties, including the payment of fees and expenses associated with the closing of the transactions contemplated hereunder.

     2.9 Letter of Credit Subfacility.

          2.9.1 Issuance of Letters of Credit. Borrower may at any time prior to the Expiration Date request the issuance of a standby or trade letter of credit (each a “Letter of Credit”) on behalf of itself or another Loan Party, or the amendment or extension of an existing Letter of Credit, by delivering or having such other Loan Party deliver to the Issuing Lender (with a copy to the Administrative Agent) a completed application and agreement for letters of credit, or request for such amendment or extension, as applicable, in such form as the Issuing Lender may specify from time to time by no later than 1:00 p.m. at least three (3) Business Days, or such shorter period as may be agreed to by the Issuing Lender, in advance of the proposed date of issuance. Promptly after receipt of any letter of credit application, the Issuing Lender shall confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit application and, if not, such Issuing Lender will provide Administrative Agent with a copy thereof. Unless the Issuing Lender has received notice from any Lender, Administrative Agent or any Loan Party, at least one day prior to the requested date of issuance, amendment or extension of the applicable Letter of Credit, that one or

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more applicable conditions in Section 7 [Conditions of Lending and Issuance of Letters of Credit] is not satisfied, then, subject to the terms and conditions hereof and in reliance on the agreements of the other Lenders set forth in this Section 2.9, the Issuing Lender or any of the Issuing Lender’s Affiliates will issue a Letter of Credit or agree to such amendment or extension, provided that each Letter of Credit shall (A) be issued in U.S. Dollars and have a maximum maturity of twelve (12) months from the date of issuance, and (B) in no event expire later than the Expiration Date and provided further that in no event shall (i) the Letter of Credit Obligations exceed, at any one time, $30,000,000 (the “Letter of Credit Sublimit”) or (ii) the Revolving Facility Usage exceed, at any one time, the Revolving Credit Commitments. Each request by the Borrower for the issuance, amendment or extension of a Letter of Credit shall be deemed to be a representation by the Borrower that it shall be in compliance with the preceding sentence and with Section 7 [Conditions of Lending and Issuance of Letters of Credit] after giving effect to the requested issuance, amendment or extension of such Letter of Credit. Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to the beneficiary thereof, the applicable Issuing Lender will also deliver to Borrower and Administrative Agent a true and complete copy of such Letter of Credit or amendment.

     From and after the Closing Date, the letters of credit issued by Bank of America, N.A. under the Existing Credit Agreement as set forth on Schedule 2.9 shall be deemed to be issued under this Agreement and be included within the Letters of Credit.

     Notwithstanding any other provision hereof, no Issuing Lender shall be required to issue any Letter of Credit, if any Lender is at such time a Defaulting Lender hereunder, unless such Issuing Lender has entered into satisfactory arrangements with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s risk with respect to such Defaulting Lender (it being understood that the Issuing Lender would consider the Borrower or the Defaulting Lender providing cash collateral to the Administrative Agent, for the benefit of the Issuing Lender, to secure the Defaulting Lender’s Ratable Share of the Letter of Credit, a satisfactory arrangement).

          2.9.2 Letter of Credit Fees. The Borrower shall pay (i) to the Administrative Agent for the ratable account of the Lenders a fee (the “Letter of Credit Fee”) equal to the Applicable Letter of Credit Fee Rate, and (ii) to the Issuing Lender for its own account a fronting fee equal to 0.125% per annum (in each case computed on the basis of a year of 360 days and actual days elapsed), which fees shall be computed on the daily average Letter of Credit Obligations (other than Letter of Credit Borrowings) and shall be payable quarterly in arrears on each Payment Date following issuance of each Letter of Credit. The Borrower shall also pay to the Issuing Lender for the Issuing Lender’s sole account the Issuing Lender’s then in effect customary fees and administrative expenses payable with respect to the Letters of Credit as the Issuing Lender may generally charge or incur from time to time in connection with the issuance, maintenance, amendment (if any), assignment or transfer (if any), negotiation, and administration of Letters of Credit.

          2.9.3 Disbursements, Reimbursement. Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Lender a participation in such Letter of Credit and each drawing thereunder in an amount equal to such Lender’s Ratable Share of the maximum amount available to be drawn under such Letter of Credit and the amount of such drawing, respectively.

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               2.9.3.1 In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the Issuing Lender will promptly notify the Borrower and the Administrative Agent thereof. Provided that it shall have received such notice, the Borrower shall reimburse (such obligation to reimburse the Issuing Lender shall sometimes be referred to as a “Reimbursement Obligation”) the Issuing Lender prior to 1:00 p.m. on each date that an amount is paid by the Issuing Lender under any Letter of Credit (each such date, a “Drawing Date”) by paying to the Administrative Agent for the account of the Issuing Lender an amount equal to the amount so paid by the Issuing Lender. In the event the Borrower fails to reimburse the Issuing Lender (through the Administrative Agent) for the full amount of any drawing under any Letter of Credit by 1:00 p.m. Pittsburgh time on the Drawing Date, the Administrative Agent will promptly notify each Lender thereof, and the Borrower shall be deemed to have requested that Revolving Credit Loans be made by the Lenders under the Base Rate Option to be disbursed on the Drawing Date under such Letter of Credit, subject to the amount of the unutilized portion of the Revolving Credit Commitment and subject to the conditions set forth in Section 7.2 [Each Loan or Letter of Credit] other than any notice requirements. Any notice given by the Administrative Agent or Issuing Lender pursuant to this Section 2.9.3.1 may be oral 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.

               2.9.3.2 Each Lender shall upon any notice pursuant to Section 2.9.3.1 make available to the Administrative Agent for the account of the Issuing Lender an amount in immediately available funds equal to its Ratable Share of the amount of the drawing, whereupon the participating Lenders shall (subject to Section 2.9.3 [Disbursement; Reimbursement]) each be deemed to have made a Revolving Credit Loan under the Base Rate Option to the Borrower in that amount. If any Lender so notified fails to make available to the Administrative Agent for the account of the Issuing Lender the amount of such Lender’s Ratable Share of such amount by no later than 2:00 p.m. on the Drawing Date, then interest shall accrue on such Lender’s obligation to make such payment, from the Drawing Date to the date on which such Lender makes such payment (i) at a rate per annum equal to the Federal Funds Effective Rate during the first three (3) days following the Drawing Date and (ii) at a rate per annum equal to the rate applicable to Loans under the Revolving Credit Base Rate Option on and after the fourth day following the Drawing Date. The Administrative Agent and the Issuing Lender will promptly give notice (as described in Section 2.9.3.1 above) of the occurrence of the Drawing Date, but failure of the Administrative Agent or the Issuing Lender to give any such notice on the Drawing Date or in sufficient time to enable any Lender to effect such payment on such date shall not relieve such Lender from its obligation under this Section 2.9.3.2.

               2.9.3.3 With respect to any unreimbursed drawing that is not converted into Revolving Credit Loans under the Base Rate Option to the Borrower in whole or in part as contemplated by Section 2.9.3.1, because of the Borrower’s failure to satisfy the conditions set forth in Section 7.2 [Each Loan or Letter of Credit] other than any notice requirements, or for any other reason, the Borrower shall be deemed to have incurred from the Issuing Lender a borrowing (each a “Letter of Credit Borrowing”) in the amount of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable to the Revolving Credit Loans under the Base Rate Option. Each Lender’s payment to the Administrative Agent for the account of the Issuing Lender pursuant to Section 2.9.3 [Disbursements, Reimbursement] shall be deemed to be a

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payment in respect of its participation in such Letter of Credit Borrowing (each a “Participation Advance”) from such Lender in satisfaction of its participation obligation under this Section 2.9.3.

          2.9.4 Repayment of Participation Advances.

               2.9.4.1 Upon (and only upon) receipt by the Administrative Agent for the account of the Issuing Lender of immediately available funds from the Borrower (i) in reimbursement of any payment made by the Issuing Lender under the Letter of Credit with respect to which any Lender has made a Participation Advance to the Administrative Agent, or (ii) in payment of interest on such a payment made by the Issuing Lender under such a Letter of Credit, the Administrative Agent on behalf of the Issuing Lender will pay to each Lender, in the same funds as those received by the Administrative Agent, the amount of such Lender’s Ratable Share of such funds, except the Administrative Agent shall retain for the account of the Issuing Lender the amount of the Ratable Share of such funds of any Lender that did not make a Participation Advance in respect of such payment by the Issuing Lender.

               2.9.4.2 If the Administrative Agent is required at any time to return to any Loan Party, or to a trustee, receiver, liquidator, custodian, or any official in any Insolvency Proceeding, any portion of any payment made by any Loan Party to the Administrative Agent for the account of the Issuing Lender pursuant to this Section in reimbursement of a payment made under the Letter of Credit or interest or fee thereon, each Lender shall, on demand of the Administrative Agent, forthwith return to the Administrative Agent for the account of the Issuing Lender the amount of its Ratable Share of any amounts so returned by the Administrative Agent plus interest thereon from the date such demand is made to the date such amounts are returned by such Lender to the Administrative Agent, at a rate per annum equal to the Federal Funds Effective Rate in effect from time to time.

          2.9.5 Documentation. Each Loan Party agrees to be bound by the terms of the Issuing Lender’s application and agreement for letters of credit and the Issuing Lender’s written regulations and customary practices relating to letters of credit, though such interpretation may be different from such Loan Party’s own. In the event of a conflict between such application or agreement and this Agreement, this Agreement shall govern. It is understood and agreed that, except in the case of gross negligence or willful misconduct, the Issuing Lender shall not be liable for any error, negligence and/or mistakes, whether of omission or commission, in following any Loan Party’s instructions or those contained in the Letters of Credit or any modifications, amendments or supplements thereto.

          2.9.6 Determinations to Honor Drawing Requests. In determining whether to honor any request for drawing under any Letter of Credit by the beneficiary thereof, the Issuing Lender shall be responsible only to determine that the documents and certificates required to be delivered under such Letter of Credit have been delivered and that they comply on their face with the requirements of such Letter of Credit.

          2.9.7 Nature of Participation and Reimbursement Obligations. Each Lender’s obligation in accordance with this Agreement to make the Revolving Credit Loans or Participation Advances, as contemplated by Section 2.9.3 [Disbursements, Reimbursement], as a

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result of a drawing under a Letter of Credit, and the Obligations of the Borrower to reimburse the Issuing Lender upon a draw under a Letter of Credit, shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Section 2.9 under all circumstances, including the following circumstances:

          (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Issuing Lender or any of its Affiliates, the Borrower or any other Person for any reason whatsoever, or which any Loan Party may have against the Issuing Lender or any of its Affiliates, any Lender or any other Person for any reason whatsoever;

          (ii) the failure of any Loan Party or any other Person to comply, in connection with a Letter of Credit Borrowing, with the conditions set forth in Sections 2.1 [Revolving Credit Commitments], 2.5 [Revolving Credit Loan Requests; Swing Loan Requests], 2.6 [Making Revolving Credit Loans and Swing Loans; Etc.] or 7.2 [Each Loan or Letter of Credit] or as otherwise set forth in this Agreement for the making of a Revolving Credit Loan, it being acknowledged that such conditions are not required for the making of a Letter of Credit Borrowing and the obligation of the Lenders to make Participation Advances under Section 2.9.3 [Disbursements, Reimbursement];

          (iii) any lack of validity or enforceability of any Letter of Credit;

          (iv) any claim of breach of warranty that might be made by any Loan Party or any Lender against any beneficiary of a Letter of Credit, or the existence of any claim, set-off, recoupment, counterclaim, crossclaim, defense or other right which any Loan Party or any Lender may have at any time against a beneficiary, successor beneficiary any transferee or assignee of any Letter of Credit or the proceeds thereof (or any Persons for whom any such transferee may be acting), the Issuing Lender or its Affiliates or any Lender or any other Person, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between any Loan Party or Subsidiaries of a Loan Party and the beneficiary for which any Letter of Credit was procured);

          (v) the lack of power or authority of any signer of (or any defect in or forgery of any signature or endorsement on) or the form of or lack of validity, sufficiency, accuracy, enforceability or genuineness of any draft, demand, instrument, certificate or other document presented under or in connection with any Letter of Credit, or any fraud or alleged fraud in connection with any Letter of Credit, or the transport of any property or provision of services relating to a Letter of Credit, in each case even if the Issuing Lender or any of its Affiliates has been notified thereof;

          (vi) payment by the Issuing Lender or any of its Affiliates under any Letter of Credit against presentation of a demand, draft or certificate or other document which does not comply with the terms of such Letter of Credit;

          (vii) the solvency of, or any acts or omissions by, any beneficiary of any Letter of Credit, or any other Person having a role in any transaction or obligation relating to a Letter of Credit, or the existence, nature, quality, quantity, condition, value or other characteristic of any property or services relating to a Letter of Credit;

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          (viii) any failure by the Issuing Lender or any of its Affiliates to issue any Letter of Credit in the form requested by any Loan Party, unless the Issuing Lender has received written notice from such Loan Party of such failure within three Business Days after the Issuing Lender shall have furnished such Loan Party and the Administrative Agent a copy of such Letter of Credit and such error is material and no drawing has been made thereon prior to receipt of such notice;

          (ix) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of any Loan Party or Subsidiaries of a Loan Party;

          (x) any breach of this Agreement or any other Loan Document by any party thereto;

          (xi) the occurrence or continuance of an Insolvency Proceeding with respect to any Loan Party;

          (xii) the fact that an Event of Default or a Potential Default shall have occurred and be continuing;

          (xiii) the fact that the Expiration Date shall have passed or this Agreement or the Commitments hereunder shall have been terminated; and

          (xiv) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

          2.9.8 Indemnity. The Borrower hereby agrees to protect, indemnify, pay and save harmless the Issuing Lender and any of its Affiliates that has issued a Letter of Credit from and against any and all claims, demands, liabilities, damages, taxes, penalties, interest, judgments, losses, costs, charges and expenses (including reasonable fees, expenses and disbursements of counsel and allocated costs of internal counsel) which the Issuing Lender or any of its Affiliates may incur or be subject to as a consequence, direct or indirect, of the issuance of any Letter of Credit, other than as a result of (A) the gross negligence or willful misconduct of the Issuing Lender as determined by a final non-appealable judgment of a court of competent jurisdiction or (B) the wrongful dishonor by the Issuing Lender or any of Issuing Lender’s Affiliates of a proper demand for payment made under any Letter of Credit, except if such dishonor resulted from any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Official Body.

          2.9.9 Liability for Acts and Omissions. As between any Loan Party and the Issuing Lender, or the Issuing Lender’s Affiliates, such Loan Party assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, the Issuing Lender shall not be responsible for any of the following, including any losses or damages to any Loan Party or other Person or property relating therefrom: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for an issuance of any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the Issuing Lender or its Affiliates shall have been notified thereof); (ii) the validity or sufficiency of any

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instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) the failure of the beneficiary of any such Letter of Credit, or any other party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any Loan Party against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any Loan Party and any beneficiary of any Letter of Credit or any such transferee; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (vii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (viii) any consequences arising from causes beyond the control of the Issuing Lender or its Affiliates, as applicable, including any act or omission of any Official Body, and none of the above shall affect or impair, or prevent the vesting of, any of the Issuing Lender’s or its Affiliates rights or powers hereunder. Nothing in the preceding sentence shall relieve the Issuing Lender from liability for the Issuing Lender’s gross negligence or willful misconduct in connection with actions or omissions described in such clauses (i) through (viii) of such sentence. In no event shall the Issuing Lender or its Affiliates be liable to any Loan Party for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including without limitation attorneys’ fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit.

          Without limiting the generality of the foregoing, the Issuing Lender and each of its Affiliates (i) may rely on any oral or other communication believed in good faith by the Issuing Lender or such Affiliate to have been authorized or given by or on behalf of the applicant for a Letter of Credit, (ii) may honor any presentation if the documents presented appear on their face substantially to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the Issuing Lender or its Affiliate; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on the Issuing Lender or its Affiliate in any way related to any order issued at the applicant’s request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document (each an “Order”) and honor any drawing in connection with any Letter of Credit that is the subject of such Order, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit.

          In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by the Issuing Lender or its Affiliates under or in connection with the Letters of Credit issued by it or any documents and certificates delivered

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thereunder, if taken or omitted in good faith, shall not put the Issuing Lender or its Affiliates under any resulting liability to the Borrower or any Lender.

          2.9.10 Issuing Lender Reporting Requirements. Each Issuing Lender shall, on the first Business Day of each month, provide to Administrative Agent and Borrower a schedule of the Letters of Credit issued by it, in form and substance satisfactory to Administrative Agent, showing the date of issuance of each Letter of Credit, the account party, the original face amount (if any), and the expiration date of any Letter of Credit outstanding at any time during the preceding month, and any other information relating to such Letter of Credit that the Administrative Agent may request.

     2.10 Utilization of Commitments in the Optional Currency.

          2.10.1 Periodic Computations of Dollar Equivalent Amounts of Revolving Credit Loans. The Administrative Agent will determine the Dollar Equivalent amount of (i) proposed Revolving Credit Loans to be denominated in an Optional Currency as of the requested Borrowing Date or date of issuance, as the case may be, and (ii) outstanding Revolving Credit Loans denominated in an Optional Currency as of the end of each Interest Period (each such date under clauses (i) and (ii), a “Computation Date”).

          2.10.2 Notice From Lenders That Optional Currency is Unavailable to Fund New Loans. The Lenders shall be under no obligation to make the Revolving Credit Loans requested by the Borrower which are denominated in an Optional Currency if any Lender notifies the Administrative Agent by 5:00 p.m., Pittsburgh time, at least three (3) Business Days prior to the Borrowing Date for such Revolving Credit Loans that such Lender cannot provide its share of such Revolving Credit Loans in such Optional Currency. In the event the Administrative Agent timely receives a notice from a Lender pursuant to the preceding sentence, the Administrative Agent will notify the Borrower no later than 12:00 noon, Pittsburgh time, two (2) Business Days prior to the Borrowing Date for such Revolving Credit Loans that the Optional Currency is not then available for such Revolving Credit Loans, and the Administrative Agent shall promptly thereafter notify the Lenders of the same. If the Borrower receives a notice described in the preceding sentence, the Borrower may, by notice to the Administrative Agent not later than 5:00 p.m., Pittsburgh time, one (1) Business Day prior to the Borrowing Date for such Revolving Credit Loans, withdraw the Loan Request for such Revolving Credit Loans. If the Borrower withdraws such Loan Request, the Administrative Agent will promptly notify each Lender of the same and the Lenders shall not make such Revolving Credit Loans. If the Borrower does not withdraw such Loan Request before such time, (i) the Borrower shall be deemed to have requested that the Revolving Credit Loans referred to in its Loan Request shall be made in Dollars in an amount equal to the Dollar Equivalent amount of such Revolving Credit Loans and shall bear interest under the Base Rate Option, and (ii) the Administrative Agent shall promptly deliver a notice to each Lender stating: (A) that such Revolving Credit Loans shall be made in Dollars and shall bear interest under the Base Rate Option, (B) the aggregate amount of such Revolving Credit Loans, and (C) such Lender’s Ratable Share of such Revolving Credit Loans.

          2.10.3 Notices from Lenders That an Optional Currency is Unavailable to Fund Renewals of the LIBOR Rate Option. If the Borrower delivers a Loan Request requesting that

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the Lenders renew the LIBOR Rate Option with respect to an outstanding Borrowing Tranche of Revolving Credit Loans denominated in an Optional Currency, the Lenders shall be under no obligation to renew such LIBOR Rate Option if any Lender delivers to the Administrative Agent a notice by 5:00 p.m., Pittsburgh time, four (4) Business Days prior to effective date of such renewal that such Lender cannot continue to provide Revolving Credit Loans in such Optional Currency. In the event the Administrative Agent timely receives a notice from a Lender pursuant to the preceding sentence, the Administrative Agent will notify the Borrower promptly, but no later than 12:00 noon, Pittsburgh time, three (3) Business Days prior to the renewal date that the renewal of such Revolving Credit Loans in such Optional Currency is not then available, and the Administrative Agent shall promptly thereafter notify the Lenders of the same. If the Administrative Agent shall have so notified the Borrower that any such continuation of Optional Currency Loans is not then available, any notice of renewal with respect thereto shall be deemed withdrawn, and such Optional Currency Loans shall be redenominated into the Base Rate Option in Dollars with effect from the last day of the Interest Period with respect to any such Optional Currency Loans. The Administrative Agent will promptly notify the Borrower and the Lenders of any such redenomination, and in such notice, the Administrative Agent will state the aggregate Dollar Equivalent amount of the redenominated Optional Currency Loans as of the Computation Date with respect thereto and such Lender’s Ratable Share thereof.

     2.11 Currency Repayments. Notwithstanding anything contained herein to the contrary, the entire amount of principal of and interest on any Loan made in an Optional Currency shall be repaid in the same Optional Currency in which such Loan was made, provided, however, that if it is impossible or illegal for the Borrower to effect payment of a Loan in the Optional Currency in which such Loan was made, or if the Borrower defaults in its obligations to do so, the Required Lenders may at their option permit such payment to be made (i) at and to a different location, subsidiary, affiliate or correspondent of Administrative Agent, or (ii) in the Equivalent Amount of Dollars or (iii) in an Equivalent Amount of such other currency (freely convertible into Dollars) as the Required Lenders may solely at their option designate. Upon any events described in (i) through (iii) of the preceding sentence, the Borrower shall make such payment and the Borrower agrees to hold each Lender harmless from and against any loss incurred by any Lender arising from the cost to such Lender of any premium, any costs of exchange, the cost of hedging and covering the Optional Currency in which such Loan was originally made, and from any change in the value of Dollars, or such other currency, in relation to the Optional Currency that was due and owing. Such loss shall be calculated for the period commencing with the first day of the Interest Period for such Loan and continuing through the date of payment thereof. Without prejudice to the survival of any other agreement of the hereunder, the Borrower’s obligations under this Section 2.12 shall survive termination of this Agreement.

     2.12 Optional Currency Amounts. Notwithstanding anything contained herein to the contrary, the Administrative Agent may, with respect to notices by the Borrower for Revolving Credit Loans in an Optional Currency or voluntary prepayments of less than the full amount of an Optional Currency Borrowing Tranche, engage in reasonable rounding of the Optional Currency amounts requested to be loaned or repaid, and the Borrower’s request or notice shall thereby be deemed to reflect such rounded amounts.

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     2.13 Requests for Additional Optional Currencies. The Borrower may deliver to the Administrative Agent a written request that Revolving Credit Loans hereunder also be permitted to be made in any other lawful currency (other than Dollars), in addition to the currencies specified in the definition of “Optional Currency” herein, provided that such currency must be freely traded in the offshore interbank foreign exchange markets, freely transferable, freely convertible into Dollars and available to the Lenders in the applicable interbank market. The Administrative Agent will promptly notify the Lenders of any such request promptly after the Administrative Agent receives such request. The Administrative Agent and each Lender may grant or accept such request in their sole discretion. The Administrative Agent will promptly notify the Borrower of the acceptance or rejection by the Administrative Agent and each of the Lenders of the Borrower’s request. The requested currency shall be approved as an Optional Currency hereunder only if the Administrative Agent and all of the Lenders approve of the Borrower’s request.

     2.14 Reduction of Revolving Credit Commitment. The Borrower shall have the right at any time after the Closing Date upon five (5) days’ prior written notice to the Administrative Agent to permanently reduce (ratably among the Lenders in proportion to their Ratable Shares) the Revolving Credit Commitments, in a minimum amount of $5,000,000 and whole multiples of $1,000,000, or to terminate completely the Revolving Credit Commitments, without penalty or premium except as hereinafter set forth; provided that any such reduction or termination shall be accompanied by prepayment of the Notes, together with outstanding Commitment Fees, and the full amount of interest accrued on the principal sum to be prepaid (and all amounts referred to in Section 5.10 [Indemnity] hereof) to the extent necessary to cause the aggregate Revolving Facility Usage after giving effect to such prepayments to be equal to or less than the Revolving Credit Commitments as so reduced or terminated. Any notice to reduce the Revolving Credit Commitments under this Section 2.10 shall be irrevocable.

     2.15 Increase in Revolving Credit Commitments.

          2.15.1 Increasing Lenders and New Lenders. The Borrower may, at any time, but not more often than three (3) times after the Closing Date, request that (1) the current Lenders increase their Revolving Credit Commitments (any current Lender which elects to increase its Revolving Credit Commitment shall be referred to as an “Increasing Lender”), and/or (2) one or more new lenders (each a “New Lender”) join this Agreement and provide a Revolving Credit Commitment hereunder, subject to the following terms and conditions:

               2.15.1.1 No Obligation to Increase. No current Lender shall be obligated to increase its Revolving Credit Commitment and any increase in the Revolving Credit Commitment by any current Lender shall be in the sole discretion of such current Lender.

               2.15.1.2 Defaults. There shall exist no Events of Default or Potential Default on the effective date of such increase after giving effect to such increase.

               2.15.1.3 Aggregate Revolving Credit Commitments. After giving effect to such increase, the total Revolving Credit Commitments shall not exceed $200,000,000.

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               2.15.1.4 Minimum Revolving Credit Commitments. After giving effect to such increase, the aggregate amount of the Revolving Credit Commitments provided by the New Lenders and the Increasing Lenders shall be at least $20,000,000.

               2.15.1.5 Resolutions; Opinion. The Loan Parties shall deliver to the Administrative Agent on or before the effective date of such increase the following documents in a form reasonably acceptable to the Administrative Agent: (1) certifications of their corporate secretaries with attached resolutions certifying that the increase in the Revolving Credit Commitment has been approved by such Loan Parties, (2) an opinion of counsel addressed to the Administrative Agent and the Lenders addressing the authorization and execution of the Loan Documents by, and enforceability of the Loan Documents against, the Loan Parties, and (iii) such additional Loan Documents or amendments to Loan Documents as are consistent with the increase in the Revolving Credit Commitments.

               2.15.1.6 Notes. The Borrower shall execute and deliver (1) to each Increasing Lender a replacement revolving credit Note reflecting the new amount of such Increasing Lender’s Revolving Credit Commitment after giving effect to the increase (and the prior Note issued to such Increasing Lender shall be deemed to be terminated) and (2) to each New Lender a revolving credit Note reflecting the amount of such New Lender’s Revolving Credit Commitment.

               2.15.1.7 Approval of New Lenders. Any New Lender shall be subject to the approval of the Administrative Agent and the Borrower.

               2.15.1.8 Increasing Lenders. Each Increasing Lender shall confirm its agreement to increase its Revolving Credit Commitment pursuant to an acknowledgement in a form acceptable to the Administrative Agent, signed by it and the Borrower and delivered to the Administrative Agent at least five (5) days before the effective date of such increase.

               2.15.1.9 New Lenders—Joinder. Each New Lender shall execute a lender joinder in substantially the form of Exhibit 2.15 pursuant to which such New Lender shall join and become a party to this Agreement and the other Loan Documents with a Revolving Credit Commitment in the amount set forth in such lender joinder.

          2.15.2 Treatment of Outstanding Loans and Letters of Credit.

               2.15.2.1 Repayment of Outstanding Loans; Borrowing of New Loans. On the effective date of such increase, the Borrower shall repay all Loans then outstanding, subject to the Borrower’s indemnity obligations under Section 5.10 [Indemnity]; provided that it may borrow new Loans with a Borrowing Date on such date. Each of the Lenders shall participate in any new Loans made on or after such date in accordance with their respective Ratable Shares after giving effect to the increase in Revolving Credit Commitments contemplated by this Section.

               2.15.2.2 Outstanding Letters of Credit. Repayment of Outstanding Loans; Borrowing of New Loans. On the effective date of such increase, each Increasing Lender and each New Lender (i) will be deemed to have purchased a participation in each then outstanding Letter of Credit equal to its Ratable Share of such Letter of Credit and the

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participation of each other Lender in such Letter of Credit shall be adjusted accordingly and (ii) will acquire, (and will pay to the Administrative Agent, for the account of each Lender, in immediately available funds, an amount equal to) its Ratable Share of all outstanding Participation Advances.

3. [INTENTIONALLY OMITTED]

4. INTEREST RATES

     4.1 Interest Rate Options. The Borrower shall pay interest in respect of the outstanding unpaid principal amount of the Loans as selected by it from the Base Rate Option or LIBOR Rate Option set forth below applicable to the Loans, it being understood that, subject to the provisions of this Agreement, the Borrower may select different Interest Rate Options and different Interest Periods to apply simultaneously to the Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion of the Loans comprising any Borrowing Tranche; provided that there shall not be at any one time outstanding more than eight (8) Borrowing Tranches in the aggregate among all of the Loans and provided further that if an Event of Default or Potential Default exists and is continuing, the Borrower may not request, convert to, or renew the LIBOR Rate Option for any Loans. If at any time the designated rate applicable to any Loan made by any Lender exceeds such Lender’s highest lawful rate, the rate of interest on such Lender’s Loan shall be limited to such Lender’s highest lawful rate. Interest on the principal amount of each Loan made in an Optional Currency shall be paid by the Borrower in such Optional Currency.

          4.1.1 Revolving Credit Interest Rate Options; Swing Line Interest Rate. The Borrower shall have the right to select from the following Interest Rate Options applicable to the Revolving Credit Loans (except that no Loan to which a Base Rate shall apply may be made in an Optional Currency):

          (i) Revolving Credit Base Rate Option: A fluctuating rate per annum (computed on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) equal to the Base Rate plus the Applicable Margin, such interest rate to change automatically from time to time effective as of the effective date of each change in the Base Rate; or

          (ii) Revolving Credit LIBOR Rate Option: A rate per annum computed on the basis of a year of 360 days and actual days elapsed (provided, that for Loans made in an Optional Currency for which a 365-day basis is the only market practice available to the Administrative Agent, such rate shall be calculated on the basis of a year of 365 or 366 days for the actual days elapsed) equal to the LIBOR Rate plus the Applicable Margin.

Subject to Section 4.3 [Interest After Default], only the Base Rate Option applicable to Revolving Credit Loans shall apply to the Swing Loans.

          4.1.2 Rate Quotations. The Borrower may call the Administrative Agent on or before the date on which a Loan Request is to be delivered to receive an indication of the rates

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then in effect, but it is acknowledged that such projection shall not be binding on the Administrative Agent or the Lenders nor affect the rate of interest which thereafter is actually in effect when the election is made.

     4.2 Interest Periods. At any time when the Borrower shall select, convert to or renew a LIBOR Rate Option, the Borrower shall notify the Administrative Agent thereof at least four (4) Business Days prior to the effective date of such Interest Rate Option, with respect to an Optional Currency Loan, and at least three (3) Business Days prior to the effective date of such LIBOR Rate Option with respect to a Dollar Loan, by delivering a Loan Request. The notice shall specify an Interest Period during which such Interest Rate Option shall apply. Notwithstanding the preceding sentence, the following provisions shall apply to any selection of, renewal of, or conversion to a LIBOR Rate Option:

          4.2.1 Amount of Borrowing Tranche. Each Borrowing Tranche of Loans under the LIBOR Rate Option shall be in integral multiples of $500,000 and not less than $1,000,000; and

          4.2.2 Renewals. In the case of the renewal of a LIBOR Rate Option at the end of an Interest Period, the first day of the new Interest Period shall be the last day of the preceding Interest Period, without duplication in payment of interest for such day.

     4.3 Interest After Default. To the extent permitted by Law, upon the occurrence of an Event of Default and until such time such Event of Default shall have been cured or waived, and at the discretion of the Administrative Agent or upon written demand by the Required Lenders to the Administrative Agent:

          4.3.1 Letter of Credit Fees, Interest Rate. The Letter of Credit Fees and the rate of interest for each Loan otherwise applicable pursuant to Section 2.9.2 [Letter of Credit Fees] or Section 4.1 [Interest Rate Options], respectively, shall be increased by two percent (2.0%) per annum;

          4.3.2 Other Obligations. Each other Obligation hereunder if not paid when due shall bear interest at a rate per annum equal to the sum of the rate of interest applicable under the Revolving Credit Base Rate Option plus an additional two percent (2%) per annum from the time such Obligation becomes due and payable and until it is paid in full; and

          4.3.3 Acknowledgment. The Borrower acknowledges that the increase in rates referred to in this Section 4.3 reflects, among other things, the fact that such Loans or other amounts have become a substantially greater risk given their default status and that the Lenders are entitled to additional compensation for such risk; and all such interest shall be payable by Borrower upon demand by Administrative Agent.

     4.4 LIBOR Rate Unascertainable; Illegality; Increased Costs; Deposits Not Available.

          4.4.1 Unascertainable. If on any date on which a LIBOR Rate would otherwise be determined, the Administrative Agent shall have determined that:

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          (i) adequate and reasonable means do not exist for ascertaining such LIBOR Rate, or

          (ii) a contingency has occurred which materially and adversely affects the London interbank eurodollar market relating to the LIBOR Rate, the Administrative Agent shall have the rights specified in Section 4.4.3 [Administrative Agent’s and Lender’s Rights].

          4.4.2 Illegality; Increased Costs; Deposits Not Available. If at any time any Lender shall have determined that:

          (i) the making, maintenance or funding of any Loan to which a LIBOR Rate Option applies has been made impracticable or unlawful by compliance by such Lender in good faith with any Law or any interpretation or application thereof by any Official Body or with any request or directive of any such Official Body (whether or not having the force of Law), or

          (ii) such LIBOR Rate Option will not adequately and fairly reflect the cost to such Lender of the establishment or maintenance of any such Loan, or

          (iii) after making all reasonable efforts, deposits of the relevant amount in Dollars or in the Optional Currency (as applicable) for the relevant Interest Period for a Loan, or to banks generally, to which a LIBOR Rate Option applies, respectively, are not available to such Lender with respect to such Loan, or to banks generally, in the interbank eurodollar market, then the Administrative Agent shall have the rights specified in Section 4.4.3 [Administrative Agent’s and Lender’s Rights].

          4.4.3 Administrative Agent’s and Lender’s Rights. In the case of any event specified in Section 4.4.1 [Unascertainable] above, the Administrative Agent shall promptly so notify the Lenders and the Borrower thereof, and in the case of an event specified in Section 4.4.2 [Illegality; Increased Costs; Deposits Not Available] above, such Lender shall promptly so notify the Administrative Agent and endorse a certificate to such notice as to the specific circumstances of such notice, and the Administrative Agent shall promptly send copies of such notice and certificate to the other Lenders and the Borrower. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (A) the Lenders, in the case of such notice given by the Administrative Agent, or (B) such Lender, in the case of such notice given by such Lender, to allow the Borrower to select, convert to or renew a LIBOR Rate Option or select an Optional Currency (as applicable) shall be suspended until the Administrative Agent shall have later notified the Borrower, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Lender’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under Section 4.4.1 [Unascertainable] and the Borrower has previously notified the Administrative Agent of its selection of, conversion to or renewal of a LIBOR Rate Option and such Interest Rate Option has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans. If any Lender notifies the Administrative Agent of a determination under Section 4.4.2 [Illegality; Increased Costs; Deposits Not Available], the Borrower shall,

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subject to the Borrower’s indemnification Obligations under Section 5.10 [Indemnity], as to any Loan of the Lender to which a LIBOR Rate Option applies, on the date specified in such notice either convert such Loan to the Base Rate Option otherwise available with respect to such Loan or prepay such Loan in accordance with Section 5.6 [Voluntary Prepayments]. Absent due notice from the Borrower of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified date.

     4.5 Selection of Interest Rate Options. If the Borrower fails to select a new Interest Period or Optional Currency to apply to any Borrowing Tranche of Loans under the LIBOR Rate Option at the expiration of an existing Interest Period applicable to such Borrowing Tranche in accordance with the provisions of Section 4.2 [Interest Periods], the Borrower shall be deemed to have continued such Borrowing Tranche at the same Optional Currency for an Interest Period of the same duration, as applicable, commencing upon the last day of the existing Interest Period.

5. PAYMENTS

     5.1 Payments. All payments and prepayments to be made in respect of principal, interest, Commitment Fees, Letter of Credit Fees, Administrative Agent’s Fee or other fees or amounts due from the Borrower hereunder shall be payable prior to 1:00 p.m. Pittsburgh time on the date when due without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by the Borrower, and without set-off, counterclaim or other deduction of any nature, and an action therefor shall immediately accrue. Such payments shall be made to the Administrative Agent at the Principal Office for the account of PNC with respect to the Swing Loans and for the ratable accounts of the Lenders with respect to the Revolving Credit Loans in U.S. Dollars, except that payments of principal or interest shall be made in the currency in which such Loan was made, and in immediately available funds, and the Administrative Agent shall promptly distribute such amounts to the Lenders in immediately available funds; provided that in the event payments are received by 1:00 p.m. Pittsburgh time by the Administrative Agent with respect to the Loans and such payments are not distributed to the Lenders on the same day received by the Administrative Agent, the Administrative Agent shall pay the Lenders the Federal Funds Effective Rate with respect to the amount of such payments due in Dollars, or the Overnight Rate in the case of Loans or other amounts due in an Optional Currency, with respect to the amount of such payments for each day held by the Administrative Agent and not distributed to the Lenders. The Administrative Agent’s and each Lender’s statement of account, ledger or other relevant record shall, in the absence of manifest error, be conclusive as the statement of the amount of principal of and interest on the Loans and other amounts owing under this Agreement (including the Equivalent Amounts of the applicable currencies where such computations are required) and shall be deemed an “account stated.”

     5.2 Pro Rata Treatment of Lenders. Each borrowing of Revolving Credit Loans shall be allocated to each Lender according to its Ratable Share, and each selection of, conversion to or renewal of any Interest Rate Option and each payment or prepayment by the Borrower with respect to principal, interest, Commitment Fees, Letter of Credit Fees, or other fees (except for the Administrative Agent’s Fee and the Issuing Lender’s fronting fee) or amounts due from the Borrower hereunder to the Lenders with respect to the Commitments and Loans, shall (except as otherwise may be provided with respect to a Defaulting Lender and except as provided in

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Section 4.4.3 [Administrative Agent’s and Lender’s Rights] in the case of an event specified in Section 4.4 [LIBOR Rate Unascertainable; Etc.], 5.6.2 [Replacement of a Lender] or 5.8 [Increased Costs]) be payable ratably among the Lenders entitled to such payment in accordance with the amount of principal, interest, Commitment Fees, Letter of Credit Fees, and other fees or amounts then due or payable such Lenders as set forth in this Agreement. Notwithstanding any of the foregoing, each borrowing or payment or prepayment by the Borrower of principal, interest, fees or other amounts from the Borrower with respect to Swing Loans shall be made by or to PNC according to Section 2.6.5 [Borrowings to Repay Swing Loans].

     5.3 Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff, counterclaim or banker’s lien, by receipt of voluntary payment, by realization upon security, or by any other non-pro rata source, obtain payment in respect of any principal of or interest on any of its Loans or other obligations hereunder resulting in such Lender’s receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than the pro-rata share of the amount such Lender is entitled thereto, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided that:

          (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, together with interest or other amounts, if any, required by Law (including court order) to be paid by the Lender or the holder making such purchase; and

          (ii) the provisions of this Section 5.3 shall not be construed to apply to (x) any payment made by the Loan Parties pursuant to and in accordance with the express terms of the Loan Documents or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or Participation Advances to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 5.3 shall apply).

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

Any Lender that fails at any time to comply with the provisions of this Section 5.3 shall be deemed a Defaulting Lender until such time as it performs its obligations hereunder and is not otherwise a Defaulting Lender for any other reason. A Defaulting Lender shall be deemed to have assigned any and all payments due to it from the Borrower, whether on account of or relating to outstanding Loans, Letters of Credit, interest, fees or otherwise, to the remaining non-defaulting Lenders for application to, and reduction of, their respective Ratable Share of all outstanding Loans and other unpaid Obligations of any of the Loan Parties. The Defaulting

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Lender hereby authorizes the Administrative Agent to distribute such payments to the non-defaulting Lenders in proportion to their respective Ratable Share of all outstanding Loans and other unpaid Obligations of any of the Loan Parties to which such Lenders are entitled. A Defaulting Lender shall be deemed to have satisfied the provisions of this Section 5.3 when and if, as a result of application of the assigned payments to all outstanding Loans and other unpaid Obligations of any of the Loan Parties to the non-defaulting Lenders, the Lenders’ respective Ratable Share of all outstanding Loans and unpaid Obligations have returned to those in effect immediately prior to such violation of this Section 5.3.

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

     5.5 Interest Payment Dates. Interest on Loans to which the Base Rate Option applies shall be due and payable in arrears on each Payment Date. Interest on Loans to which the LIBOR Rate Option applies shall be due and payable on the last day of each Interest Period for those Loans and, if such Interest Period is longer than three (3) Months, also on the 90th day of such Interest Period. Interest on mandatory prepayments of principal under Section 5.7 [Mandatory Prepayments] shall be due on the date such mandatory prepayment is due. Interest on the principal amount of each Loan or other monetary Obligation shall be due and payable on demand after such principal amount or other monetary Obligation becomes due and payable (whether on the stated Expiration Date, upon acceleration or otherwise).

     5.6 Voluntary Prepayments.

          5.6.1 Right to Prepay. The Borrower shall have the right at its option from time to time to prepay the Loans in the currency in which such Loan was made in whole or part without premium or penalty (except as provided in Section 5.6.2 [Replacement of a Lender] below, in Section 5.8 [Increased Costs] and Section 5.10 [Indemnity]). Whenever the Borrower desires to prepay any part of the Loans, it shall provide a prepayment notice to the Administrative Agent no later than 1:00 p.m. on the date of prepayment setting forth the following information:

     (x) the date, which shall be a Business Day, on which the proposed prepayment is to be made;

     (y) a statement indicating the application of the prepayment between the Revolving Credit Loans and Swing Loans; and

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     (z) the total principal amount and the currency of such prepayment, which shall not be less than the lesser of (i) the Revolving Facility Usage or (ii) $100,000 for any Swing Loan or $500,000 for any Revolving Credit Loan that is a LIBOR Rate Loan and $100,000 for any Revolving Credit Loan that is a Base Rate Loan.

               All prepayment notices shall be irrevocable. The principal amount of the Loans for which a prepayment notice is given, together with interest on such principal amount except with respect to Loans to which the Base Rate Option applies, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. Except as provided in Section 4.4.3 [Administrative Agent’s and Lender’s Rights], if the Borrower prepays a Loan but fails to specify the applicable Borrowing Tranche which the Borrower is prepaying, the prepayment shall be applied, after giving effect to the allocations in the preceding sentence, first to Loans to which the Base Rate Option applies, then to Loans to which the LIBOR Rate Option applies, and then to the Optional Currency Loans. Any prepayment hereunder shall be subject to the Borrower’s Obligation to indemnify the Lenders under Section 5.10 [Indemnity].

          5.6.2 Replacement of a Lender. In the event any Lender (i) gives notice under Section 4.4 [LIBOR Rate Unascertainable, Etc.], (ii) requests compensation under Section 5.8 [Increased Costs], or requires the Borrower to pay any additional amount to any Lender or any Official Body for the account of any Lender pursuant to Section 5.9 [Taxes], (iii) is a Defaulting Lender, (iv) becomes subject to the control of an Official Body (other than normal and customary supervision), or (v) is a Non-Consenting Lender referred to in Section 11.1 [Modifications, Amendments or Waivers], then in any such event the Borrower may, at its sole expense, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.8 [Successors and Assigns]), 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:

          (i) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 11.8 [Successors and Assigns];

          (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and Participation 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 5.10 [Indemnity]) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);

          (iii) in the case of any such assignment resulting from a claim for compensation under Section 5.8.1 [Increased Costs Generally] or payments required to be made pursuant to Section 5.9 [Taxes], such assignment will result in a reduction in such compensation or payments thereafter;

          (iv) such assignment does not conflict with applicable Law; and

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          (v) in the case of an assignment by a Non-Consenting Lender referred to in Section 11.1, the indemnification provisions in Sections 5.10 and 11.3 shall continue to survive such assignment.

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 the Borrower to require such assignment and delegation cease to apply.

     5.7 Mandatory Prepayments; Reduction of Commitments.

          5.7.1 Asset Sales. If the Borrower or any of its Subsidiaries makes an Asset Sale (other than any Asset Sale permitted by Section 8.2.2) which results in the realization by such Person of Net Cash Proceeds in excess of $1,000,000, then at such time as the aggregate Net Cash Proceeds of all such Asset Sales from and after the Closing Date exceed fifteen percent (15%) of the Borrower’s Consolidated Net Worth, as calculated at the time of such Asset Sale, the Borrower shall immediately prepay an aggregate principal amount of Loans equal to the Net Cash Proceeds in excess of 15% of the Borrower’s Consolidated Net Worth (such prepayments to be applied as set forth in Section 5.7.6 below and to be subject to the Intercreditor Agreement). After the occurrence of an Event of Default or a Potential Default (and subject to the rights of the Agent and the Lenders with respect thereto), the Borrower shall immediately prepay an aggregate principal amount of Loans equal to the Net Cash Proceeds of all Asset sales (such prepayment to be applied as set forth in Section 5.7.6 below and to be subject to the Intercreditor Agreement and in each case to be reduced by any amounts to be paid to the other Creditors pursuant to the Intercreditor Agreement) such that (i) if the Leverage Ratio as of the last fiscal quarter prior to such Asset Sale is greater than or equal to 3.50 to 1.00, 75% of the Net Cash Proceeds, (ii) if the Leverage Ratio as of the last fiscal quarter prior to such Asset Sale is less than 3.50 to 1.00 but greater than or equal to 2.50 to 1.00, 50% of the Net Cash Proceeds, and (iii) if the Leverage Ratio as of the last fiscal quarter prior to such Asset Sale is less than 2.50 to 1.00, 0% of the Net Cash Proceeds.

          5.7.2 Equity Issuance. Upon the sale or issuance by the Borrower or any of its Subsidiaries of any of its Equity Interests, the Borrower shall prepay an aggregate principal amount of Loans equal to 85% of all Net Cash Proceeds received therefrom (reduced by any amounts required to be paid to the other Creditors pursuant to the Intercreditor Agreement) immediately upon receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in Section 5.7.6 below and to be subject to the Intercreditor Agreement). In the event that the Noteholders agree to eliminate mandatory prepayment of Indebtedness owed to the Noteholders in connection with the sale or issuance by the Borrower or any of its Subsidiaries of any of its Equity Interests, as evidenced by an amendment to the applicable indenture in form satisfactory to the Administrative Agent, then the prepayment requirements set forth in this Section 5.7.2 shall terminate on the effectiveness of the agreement of the Noteholders.

          5.7.3 Debt Incurrence. Upon the incurrence or issuance by the Borrower or any of its Subsidiaries of any Indebtedness, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom (reduced by any amounts required to be paid to the other Creditors pursuant to the Intercreditor Agreement) immediately upon receipt thereof by the Borrower or such Subsidiary (such prepayments to be

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applied as set forth in Section 5.7.6 below and to be subject to the Intercreditor Agreement). In the event that the Noteholders agree to eliminate mandatory prepayment of Indebtedness owed to the Noteholders in connection with the incurrence or issuance by the Borrower or any of its Subsidiaries of any Indebtedness, as evidenced by an amendment to the applicable indenture in form satisfactory to the Administrative Agent, then the prepayment requirements set forth in this Section 5.7.3 shall terminate on the effectiveness of the agreement of the Noteholders.

          5.7.4 Extraordinary Receipt. Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Subsidiaries, and not otherwise included in Sections 5.7.1, 5.7.2 or 5.7.3 of this Section 5.7, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom (reduced by any amounts required to be paid to the other Creditors pursuant to the Intercreditor Agreement) immediately upon receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in Section 5.7.6 below and to be subject to the Intercreditor Agreement); provided , however , that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower, and so long as no Event of Default shall have occurred and be continuing, the Borrower or such Subsidiary may apply such 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 or contractually agree to such replacement or repair within such 180 day period pursuant to definitive agreement (and, if so contractually committed, actually utilized within 270 days of the date of receipt of such cash proceeds); and provided further , however , that any Net Cash Proceeds not subject to such definitive agreement or so applied as required above shall be immediately applied to the prepayment of the Loans as set forth in this Section 5.7.6.

          5.7.5 Excess Cash Flow. After the occurrence of an Event of Default or a Potential Default and within 15 days after the date that the audited financial statements are required to be delivered pursuant to Section 8.3.2, commencing with the audited financial statements for fiscal year ending October 31, 2010, and by each such date for each fiscal year thereafter, the Borrower shall prepay Loans in an aggregate principal amount equal to (i) if the Leverage Ratio as of the last fiscal quarter of such fiscal year is greater than or equal to 3.50 to 1.00, 75% of the Excess Cash Flow, if any, for the immediately preceding fiscal year, (ii) if the Leverage Ratio as of the last fiscal quarter of such fiscal year is less than 3.50 to 1.00 but greater than or equal to 2.50 to 1.00, 50% of the Excess Cash Flow, if any, for the immediately preceding fiscal year, and (iii) if the Leverage Ratio as of the last fiscal quarter of such fiscal year is less than 2.50 to 1.00, 0% of the Excess Cash Flow for the immediately preceding fiscal year, provided that the Excess Cash Flow mandatory prepayment provisions in the Note Purchase Agreements are similar to this 5.7.5 (such prepayment to be applied as set forth in Section 5.7.6 below and to be subject to the Intercreditor Agreement and in each case to be reduced by any amounts to be paid to the other Creditors pursuant to the Intercreditor Agreement). In the event that the Noteholders agree to eliminate mandatory prepayment of Indebtedness owed to the Noteholders in connection with Excess Cash Flow, as evidenced by an amendment to the applicable indenture in form satisfactory to the Administrative Agent, then the prepayment requirements set forth in this Section 5.7.5 shall terminate on the effectiveness of the agreement of the Noteholders.

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          5.7.6 Application Among Interest Rate Options; Reduction of Commitments. All prepayments required pursuant to this Section 5.7 shall first be applied in accordance with the terms of the Intercreditor Agreement, and with respect to all payments made on the Obligations, shall be applied among the Interest Rate Options to the principal amount of the Loans subject to the Base Rate Option, then to Loans subject to a LIBOR Rate Option. In accordance with Section 5.10 [Indemnity], the Borrower shall indemnify the Lenders for any loss or expense, including loss of margin, incurred with respect to any such prepayments applied against Loans subject to a LIBOR Rate Option on any day other than the last day of the applicable Interest Period. The Revolving Credit Commitments of the Lenders shall be permanently reduced on a pro rata basis by the amount of each of the prepayments made pursuant to this Section 5.7.

     5.8 Increased Costs.

          5.8.1 Increased Costs Generally. If any Change in Law shall:

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

          (ii) subject any Lender or the Issuing Lender 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 Loan under the LIBOR Rate Option made by it, or change the basis of taxation of payments to such Lender or the Issuing Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 5.9 [Taxes] and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender or the Issuing Lender); or

          (iii) impose on any Lender, the Issuing Lender or the London interbank market any other condition, cost or expense affecting this Agreement or any Loan under the LIBOR Rate Option 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 Loan under the LIBOR Rate Option (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the Issuing Lender 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 the Issuing Lender hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or the Issuing Lender, the Borrower will pay to such Lender or the Issuing Lender, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Lender, as the case may be, for such additional costs incurred or reduction suffered.

          5.8.2 Capital Requirements. If any Lender or the Issuing Lender determines that any Change in Law affecting such Lender or the Issuing Lender or any lending office of such Lender or such Lender’s or the Issuing Lender’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Lender’s capital or on the capital of such Lender’s or the Issuing Lender’s holding

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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 the Issuing Lender, to a level below that which such Lender or the Issuing Lender or such Lender’s or the Issuing Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Lender’s policies and the policies of such Lender’s or the Issuing Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender or the Issuing Lender, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Lender or such Lender’s or the Issuing Lender’s holding company for any such reduction suffered.

          5.8.3 Certificates for Reimbursement; Repayment of Outstanding Loans; Borrowing of New Loans. A certificate of a Lender or the Issuing Lender setting forth the amount or amounts necessary to compensate such Lender or the Issuing Lender or its holding company, as the case may be, as specified in Sections 5.8.1 [Increased Costs Generally] or 5.8.2 [Capital Requirements] and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Issuing Lender, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.

          5.8.4 Delay in Requests. Failure or delay on the part of any Lender or the Issuing Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Issuing Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender or the Issuing Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or the Issuing Lender, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Issuing Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine (9) month period referred to above shall be extended to include the period of retroactive effect thereof).

          5.8.5 Compensation Deadline. Notwithstanding anything in this Section 5.8 to the contrary, if any Lender fails to notify the Borrower of any event which will entitle such Lender to compensation pursuant to this Section 5.8 within 180 days after such Lender obtains knowledge of such event, then such Lender shall not be entitled to any compensation from the Borrower for any such increased cost or reduction of return arising prior to the date which is 180 days before the date on which such Lender notifies the Borrower of such event.

     5.9 Taxes.

          5.9.1 Payments Free of Taxes. Any and all payments by or on account of any obligation of the 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 the Borrower shall be required by applicable Law to deduct any Indemnified Taxes (including any Other Taxes) from 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 Administrative Agent, Lender or Issuing Lender, as the case may be, receives an amount equal to the sum it would have received

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had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall timely pay the full amount deducted to the relevant Official Body in accordance with applicable Law.

          5.9.2 Payment of Other Taxes by the Borrower. Without limiting the provisions of Section 5.9.1 [Payments Free of Taxes] above, the Borrower shall timely pay any Other Taxes to the relevant Official Body in accordance with applicable Law.

          5.9.3 Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent, each Lender and the Issuing Lender, within ten (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 the Administrative Agent, such Lender or the Issuing Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Official Body. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or the Issuing Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the Issuing Lender, shall be conclusive absent manifest error.

          5.9.4 Evidence of Payments. As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower to an Official Body, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Official Body evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

          5.9.5 Status of Lenders. Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the Law of the jurisdiction in which the 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 the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable Law or reasonably requested by the Borrower or the Administrative Agent, such properly 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. Notwithstanding the submission of such documentation claiming a reduced rate of or exemption from U.S. withholding tax, the Administrative Agent shall be entitled to withhold United States federal income taxes at the full 30% withholding rate if in its reasonable judgment it is required to do so under the due diligence requirements imposed upon a withholding agent under § 1.1441-7(b) of the United States Income Tax Regulations. Further, the Administrative Agent is indemnified under § 1.1461-1(e) of the United States Income Tax Regulations against any claims and demands of any Lender or assignee or participant of a Lender for the amount of any tax it deducts and withholds in accordance with regulations under § 1441 of the Internal Revenue Code. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.

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

          (i) two (2) duly completed valid originals of IRS Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States of America is a party,

          (ii) two (2) duly completed valid originals of IRS 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 the 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) two duly completed valid originals of IRS Form W-8BEN,

          (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 the Borrower to determine the withholding or deduction required to be made, or

          (v) To the extent that any Lender is not a Foreign Lender, such Lender shall submit to the Administrative Agent two (2) originals of an IRS Form W-9 or any other form prescribed by applicable Law demonstrating that such Lender is not a Foreign Lender.

     5.10 Indemnity. In addition to the compensation or payments required by Section 5.8 [Increased Costs]or Section 5.9 [Taxes], the Borrower shall indemnify each Lender against all liabilities, losses or expenses (including loss of anticipated profits, any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan, from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract) which such Lender sustains or incurs as a consequence of any:

          (i) payment, prepayment, conversion or renewal of any Loan to which a LIBOR Rate Option applies on a day other than the last day of the corresponding Interest Period (whether or not such payment or prepayment is mandatory, voluntary or automatic and whether or not such payment or prepayment is then due),

          (ii) attempt by the Borrower to revoke (expressly, by later inconsistent notices or otherwise) in whole or part any Loan Requests under Section 2.5 [Revolving Credit Loan Requests; Swing Loan Requests] or Section 4.2 [Interest Periods] or notice relating to prepayments under Section 5.6 [Voluntary Prepayments], or

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          (iii) default by the Borrower in the performance or observance of any covenant or condition contained in this Agreement or any other Loan Document.

          If any Lender sustains or incurs any such loss or expense, it shall from time to time notify the Borrower of the amount determined in good faith by such Lender (which determination may include such assumptions, allocations of costs and expenses and averaging or attribution methods as such Lender shall deem reasonable) to be necessary to indemnify such Lender for such loss or expense. Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable by the Borrower to such Lender ten (10) Business Days after such notice is given.

     5.11 Settlement Date Procedures. In order to minimize the transfer of funds between the Lenders and the Administrative Agent, the Borrower may borrow, repay and reborrow Swing Loans and PNC may make Swing Loans as provided in Section 2.1.2 [Swing Loan Commitments] hereof during the period between Settlement Dates. The Administrative Agent shall notify each Lender of its Ratable Share of the total of the Revolving Credit Loans and the Swing Loans (each a “Required Share”). On such Settlement Date, each Lender shall pay to the Administrative Agent the amount equal to the difference between its Required Share and its Revolving Credit Loans, and the Administrative Agent shall pay to each Lender its Ratable Share of all payments made by the Borrower to the Administrative Agent with respect to the Revolving Credit Loans. The Administrative Agent shall also effect settlement in accordance with the foregoing sentence on the proposed Borrowing Dates for Revolving Credit Loans and on [Mandatory Prepayment Dates] and may at its option effect settlement on any other Business Day. These settlement procedures are established solely as a matter of administrative convenience, and nothing contained in this Section 5.11 shall relieve the Lenders of their obligations to fund Revolving Credit Loans on dates other than a Settlement Date pursuant to Section 2.1.2 [Swing Loan Commitment]. The Administrative Agent may at any time at its option for any reason whatsoever require each Lender to pay immediately to the Administrative Agent such Lender’s Ratable Share of the outstanding Revolving Credit Loans and each Lender may at any time require the Administrative Agent to pay immediately to such Lender its Ratable Share of all payments made by the Borrower to the Administrative Agent with respect to the Revolving Credit Loans.

     5.12 Currency Fluctuations. If on any Computation Date the Dollar Equivalent Revolving Facility Usage is equal to or greater than the Revolving Credit Commitments as a result of a change in exchange rates between one (1) or more Optional Currencies and Dollars, then the Administrative Agent shall notify the Borrower of the same. The Borrower shall pay or prepay (subject to Borrower’s indemnity obligations under Sections 5.8 and 5.10) within one (1) Business Day after receiving such notice such that the Dollar Equivalent Revolving Facility Usage shall not exceed the aggregate Revolving Credit Commitments after giving effect to such payments or prepayments.

     5.13 Judgment Currency.

          5.13.1 Currency Conversion Procedures for Judgments. If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder or under a Note in any currency (the “Original Currency”) into another currency (the “Other Currency”), the

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parties hereby agree, to the fullest extent permitted by Law, that the rate of exchange used shall be that at which in accordance with normal banking procedures each Lender could purchase the Original Currency with the Other Currency after any premium and costs of exchange on the Business Day preceding that on which final judgment is given.

          5.13.2 Indemnity in Certain Events. The obligation of Borrower in respect of any sum due from Borrower to any Lender hereunder shall, notwithstanding any judgment in an Other Currency, whether pursuant to a judgment or otherwise, be discharged only to the extent that, on the Business Day following receipt by any Lender of any sum adjudged to be so due in such Other Currency, such Lender may in accordance with normal banking procedures purchase the Original Currency with such Other Currency. If the amount of the Original Currency so purchased is less than the sum originally due to such Lender in the Original Currency, Borrower agrees, as a separate obligation and notwithstanding any such judgment or payment, to indemnify such Lender against such loss.

6. REPRESENTATIONS AND WARRANTIES

     6.1 Representations and Warranties. The Loan Parties, jointly and severally, represent and warrant to the Administrative Agent and each of the Lenders as follows:

          6.1.1 Organization and Qualification; Power and Authority; Compliance With Laws; Title to Properties; Event of Default. Each Loan Party and each Subsidiary of each Loan Party (i) is a corporation, partnership or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (ii) has the lawful power to own or lease its properties and to engage in the business it presently conducts or proposes to conduct, except where the failure to do so would not cause a Material Adverse Change, (iii) is duly licensed or qualified and in good standing in each jurisdiction listed on Schedule 6.1.1 and in all other jurisdictions where the property owned or leased by it or the nature of the business transacted by it or both makes such licensing or qualification necessary, except where the failure to do so would not cause a Material Adverse Change, (iv) has full power to enter into, execute, deliver and carry out this Agreement and the other Loan Documents to which it is a party, to incur the Indebtedness contemplated by the Loan Documents and to perform its Obligations under the Loan Documents to which it is a party, and all such actions have been duly authorized by all necessary proceedings on its part, (v) is in compliance in all material respects with all applicable Laws (other than Environmental Laws which are specifically addressed in Section 6.1.14 [Environmental Matters]) in all jurisdictions in which any Loan Party or Subsidiary of any Loan Party is presently or will be doing business except where the failure to do so would not constitute a Material Adverse Change, and (vi) has good and marketable title to or valid leasehold interest in all properties, assets and other rights which it purports to own or lease or which are reflected as owned or leased on its books and records, free and clear of all Liens and encumbrances except Permitted Liens. No Event of Default or Potential Default exists or is continuing.

          6.1.2 Subsidiaries and Owners; Investment Companies. Schedule 6.1.2 states (i) the name of each of the Borrower’s Subsidiaries, its jurisdiction of organization and the amount, percentage and type of Equity Interests in such Subsidiary (the “Subsidiary Equity Interests”), and (ii) any options, warrants or other rights outstanding to purchase any such equity

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interests referred to in clause (i). The Borrower and each Subsidiary of the Borrower has good and marketable title to all of the Subsidiary Equity Interests it purports to own, free and clear in each case of any Lien and all such Subsidiary Equity Interests have been validly issued, fully paid and nonassessable. The Loan Parties represent and warrant that all Domestic Subsidiaries in existence on the Closing Date other than Inactive Subsidiaries are executing and delivering this Agreement, the Guaranty Agreement and the Security Agreement. None of the Loan Parties or Subsidiaries of any Loan Party is an “investment company” registered or required to be registered under the Investment Company Act of 1940 or under the “control” of an “investment company” as such terms are defined in the Investment Company Act of 1940 and shall not become such an “investment company” or under such “control.”

          6.1.3 Validity and Binding Effect. This Agreement and each of the other Loan Documents (i) has been duly and validly executed and delivered by each Loan Party, and (ii) constitutes, or will constitute, legal, valid and binding obligations of each Loan Party which is or will be a party thereto, enforceable against such Loan Party in accordance with its terms subject to Debtor Relief Laws and equitable principles.

          6.1.4 No Conflict; Material Agreements; Consents. Neither the execution and delivery of this Agreement or the other Loan Documents by any Loan Party nor the consummation of the transactions herein or therein contemplated or compliance with the terms and provisions hereof or thereof by any of them will conflict with, constitute a default under or result in any breach of (i) the terms and conditions of the certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation, limited liability company agreement or other organizational documents of any Loan Party or (ii) any Law or any material agreement or instrument or order, writ, judgment, injunction or decree to which any Loan Party or any of its Subsidiaries is a party or by which it or any of its Subsidiaries is bound or to which it is subject, or result in the creation or enforcement of any Lien, charge or encumbrance whatsoever upon any property (now or hereafter acquired) of any Loan Party or any of its Subsidiaries (other than Liens granted under the Loan Documents). There is no default under such material agreement (referred to above) and none of the Loan Parties or their Subsidiaries is bound by any contractual obligation, or subject to any restriction in any organization document, or any requirement of Law which could result in a Material Adverse Change. No consent, approval, exemption, order or authorization of, or a registration or filing with, any Official Body or any other Person is required by any Law or any agreement in connection with the execution, delivery and carrying out of this Agreement and the other Loan Documents.

          6.1.5 Litigation. Except as set forth on Schedule 6.1.5, there are no actions, suits, proceedings or investigations pending or, to the knowledge of any Loan Party, threatened against such Loan Party or any Subsidiary of such Loan Party at law or in equity before any Official Body which individually or in the aggregate may result in any Material Adverse Change. None of the Loan Parties or any Subsidiaries of any Loan Party is in violation of any order, writ, injunction or any decree of any Official Body which may result in any Material Adverse Change.

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          6.1.6 Financial Statements.

          (i) Historical Statements. The Borrower has delivered to the Administrative Agent copies of its audited consolidated year-end financial statements for and as of the end of the three fiscal years ended October 31, 2007, 2008 and 2009. In addition, the Borrower has delivered to the Administrative Agent copies of its unaudited consolidated interim financial statements for the fiscal year to date and as of the end of the fiscal quarter ended May 1, 2010 (all such annual and interim statements being collectively referred to as the “Statements”). The Statements were compiled from the books and records maintained by the Borrower’s management, are correct and complete and fairly represent the consolidated financial condition of the Borrower and its Subsidiaries as of the respective dates thereof and the results of operations for the fiscal periods then ended and have been prepared in accordance with GAAP consistently applied, subject (in the case of the interim statements) to normal year-end audit adjustments.

          (ii) Accuracy of Financial Statements. Neither the Borrower nor any Subsidiary of the Borrower has any liabilities, contingent or otherwise, or forward or long-term commitments that are not disclosed in the Statements or in the notes thereto, and except as disclosed therein there are no unrealized or anticipated losses from any commitments of the Borrower or any Subsidiary of the Borrower which may cause a Material Adverse Change. Since October 31, 2009, no Material Adverse Change has occurred.

          6.1.7 Margin Stock. None of the Loan Parties or any Subsidiaries of any Loan Party engages or intends to engage principally, or as one of its important activities, in the business of extending credit for the purpose, immediately, incidentally or ultimately, of purchasing or carrying margin stock (within the meaning of Regulation U, T or X as promulgated by the Board of Governors of the Federal Reserve System). No part of the proceeds of any Loan has been or will be used, immediately, incidentally or ultimately, to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock or which is inconsistent with the provisions of the regulations of the Board of Governors of the Federal Reserve System. None of the Loan Parties or any Subsidiary of any Loan Party holds or intends to hold margin stock in such amounts that more than 25% of the reasonable value of the assets of any Loan Party or Subsidiary of any Loan Party are or will be represented by margin stock.

          6.1.8 Full Disclosure. Neither this Agreement nor any other Loan Document, nor any certificate, statement, agreement or other documents furnished to the Administrative Agent or any Lender in connection herewith or therewith, contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein and therein, in light of the circumstances under which they were made, not misleading. There is no fact known to any Loan Party which materially adversely affects the business, property, assets, financial condition, results of operations or prospects of any Loan Party or Subsidiary of any Loan Party which has not been set forth in this Agreement or in the certificates, statements, agreements or other documents furnished in writing to the Administrative Agent and the Lenders prior to or at the date hereof in connection with the transactions contemplated hereby, provided that with respect to projected financial information,

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the Loan Parties represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time such information was stated or certified.

          6.1.9 Taxes. All federal, state, local and other tax returns required to have been filed with respect to each Loan Party and each Subsidiary of each Loan Party have been filed, and payment or adequate provision has been made for the payment of all taxes, fees, assessments and other governmental charges which have or may become due pursuant to said returns or to assessments received, except to the extent that such taxes, fees, assessments and other charges are being contested in good faith by appropriate proceedings diligently conducted and for which such reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made.

          6.1.10 Patents, Trademarks, Copyrights, Licenses, Etc. Each Loan Party and each Subsidiary of each Loan Party owns or possesses all the material patents, trademarks, service marks, trade names, copyrights, licenses, registrations, franchises, permits and rights necessary to own and operate its properties and to carry on its business as presently conducted and planned to be conducted by such Loan Party or Subsidiary, without known possible, alleged or actual conflict with the rights of others.

          6.1.11 Liens in the Collateral. The Liens in the Collateral granted to the Collateral Agent pursuant to the Collateral Documents constitute and will continue to constitute Prior Security Interests. All filing fees and other expenses in connection with the perfection of such Liens have been or will be paid by the Borrower.

          6.1.12 Insurance. The properties of each Loan Party and each of its Subsidiaries are insured pursuant to policies and other bonds which are valid and in full force and effect and which provide adequate coverage from reputable and financially sound insurers in amounts sufficient to insure the assets and risks of each such Loan Party and Subsidiary in accordance with prudent business practice in the industry of such Loan Parties and Subsidiaries.

          6.1.13 ERISA Compliance. (i) 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 Borrower, nothing has occurred which would prevent, or cause the loss of, such qualification. 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.

               (ii) No ERISA Event has occurred or is reasonably expected to occur; (a) no Pension Plan has any unfunded pension liability (i.e. excess of benefit liabilities over the current value of that Pension Plan’s assets, determined in accordance with the assumptions used for funding the Pension Plan for the applicable plan year); (b) 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); (c) neither Borrower nor any ERISA Affiliate has incurred, or reasonably expects to

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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 Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (d) neither Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA.

          6.1.14 Environmental Compliance. The 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 the Loan Parties represent that, except as disclosed on Schedule 6.1.14, such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change.

          6.1.15 Solvency. Before and after giving effect to the initial Loans hereunder, each of the Loan Parties is solvent.

     6.2 Updates to Schedules. Should any of the information or disclosures provided on any of the Schedules attached hereto become outdated or incorrect in any material respect, the Borrower shall promptly provide the Administrative Agent in writing with such revisions or updates to such Schedule as may be necessary or appropriate to update or correct same. No Schedule shall be deemed to have been amended, modified or superseded by any such correction or update, nor shall any breach of warranty or representation resulting from the inaccuracy or incompleteness of any such Schedule be deemed to have been cured thereby, unless and until the Required Lenders, in their sole and absolute discretion, shall have accepted in writing such revisions or updates to such Schedule; provided however, that the Borrower may update Schedules 6.1.1 and 6.1.2 without any Lender approval in connection with any transaction permitted under Sections 8.2.2 [Dispositions of Assets], 8.2.3 [Consolidations and Mergers], and 8.2.4 [Loans and Investments].

7. CONDITIONS OF LENDING AND ISSUANCE OF LETTERS OF CREDIT

     The obligation of each Lender to make Loans and of the Issuing Lender to issue Letters of Credit hereunder is subject to the performance by each of the Loan Parties of its Obligations to be performed hereunder at or prior to the making of any such Loans or issuance of such Letters of Credit and to the satisfaction of the following further conditions:

     7.1 First Loans and Letters of Credit.

          7.1.1 Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent:

          (i) A certificate of each of the Loan Parties signed by an Authorized Officer, dated the Closing Date stating that (w) all representations and warranties of the Loan Parties set forth in this Agreement are true and correct in all material respects, (x) the Loan Parties are in compliance with each of the covenants and conditions hereunder, (y) no Event of Default or Potential Default exists, and (z) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent;

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          (ii) A certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (a) all action taken by each Loan Party in connection with this Agreement and the other Loan Documents; (b) the names of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (c) copies of its organizational documents as in effect on the Closing Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business;

          (iii) This Agreement and each of the other Loan Documents signed by an Authorized Officer and all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral;

          (iv) The Intercreditor Agreement shall have been executed and delivered by Collateral Agent, the Administrative Agent on behalf of each of the Lenders and the Noteholders and consented to by the Borrower and each other Loan Party;

          (v) A written opinion of counsel for the Loan Parties, dated the Closing Date and as to the matters set forth in Schedule 7.1.1;

          (vi) Evidence that adequate insurance, including flood insurance, if applicable, required to be maintained under this Agreement is in full force and effect, with additional insured and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured and lender loss payee;

          (vii) A duly completed Compliance Certificate as of the last day of the fiscal quarter of Borrower most recently ended prior to the Closing Date, signed by an Authorized Officer of Borrower;

          (viii) All material consents required to effectuate the transactions contemplated hereby;

          (ix) Evidence that the Existing Credit Agreement has been amended and restated by this Agreement, and all outstanding obligations thereunder have been settled or paid and all Liens securing such obligations have been assigned to the Collateral Agent as security for the Senior Secured Obligations, which include the Obligations. The Loan Parties and the other parties hereto intend that no novation shall occur with respect to the obligations so amended and restated, and that such Liens shall continue as security for the Senior Secured Obligations, as a portion thereof are amended and restated pursuant to this Agreement;

          (x) Evidence that the Borrower has caused to be satisfied all obligations owed to the Noteholders under the Note Purchase Agreement related to the 6.82% Senior Notes due 2011.

          (xi) Execution and delivery to the Administrative Agent by Bank of America, N.A. and the Loan Parties, and consented to by the Majority Creditors (as defined in the Intercreditor Agreement dated September 10, 2008), of an Assignment Agreement in form and

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substance acceptable to the Administrative Agent, whereby Bank of America, N.A. assigns its rights as collateral agent under the Security Agreement dated September 10, 2008, to PNC.

          (xii) A Lien search in acceptable scope and with acceptable results;

          (xiii) Such other documents in connection with such transactions as the Administrative Agent or said counsel may reasonably request.

          7.1.2 Payment of Fees. The Borrower shall have paid all fees payable on or before the Closing Date as required by this Agreement, the Administrative Agent’s Letter or any other Loan Document.

     7.2 Each Loan or Letter of Credit. At the time of making any Loans or issuing, extending or increasing any Letters of Credit and after giving effect to the proposed extensions of credit: (i) the representations, warranties of the Loan Parties shall then be true and correct, (ii) no Event of Default or Potential Default shall have occurred and be continuing, (iii) the making of the Loans or issuance, extension or increase of such Letter of Credit shall not contravene any Law applicable to any Loan Party or Subsidiary of any Loan Party or any of the Lenders, and (iv) the Borrower shall have delivered to the Administrative Agent a duly executed and completed Loan Request or to the Issuing Lender an application for a Letter of Credit, as the case may be.

8. COVENANTS

     8.1 Affirmative Covenants. The Loan Parties, jointly and severally, covenant and agree that until Payment In Full, the Loan Parties shall comply at all times with the following affirmative covenants:

          8.1.1 Preservation of Existence, Etc. Each Loan Party shall, and shall cause each of its Subsidiaries (other than Inactive Subsidiaries) to, maintain its legal existence as a corporation, limited partnership or limited liability company and its license or qualification and good standing in each jurisdiction in which its ownership or lease of property or the nature of its business makes such license or qualification necessary, except as otherwise expressly permitted in Section 8.2.3 [Consolidations and Mergers] or where the failure to do so would not cause a Material Adverse Change.

          8.1.2 Payment of Liabilities, Including Taxes, Etc. Each Loan Party shall, and shall cause each of its Subsidiaries to, duly pay and discharge all liabilities to which it is subject or which are asserted against it, promptly as and when the same shall become due and payable, including all taxes, assessments and governmental charges upon it or any of its properties, assets, income or profits, prior to the date on which penalties attach thereto, except to the extent that such liabilities, including taxes, assessments or charges, are being contested in good faith and by appropriate and lawful proceedings diligently conducted and for which such reserve or other appropriate provisions, if any, as shall be required by GAAP shall have been made.

          8.1.3 Maintenance of Insurance. Each Loan Party shall maintain with financially sound and reputable insurance companies not Affiliates of the Borrower, insurance with respect to its properties and business against loss or damage of the kinds customarily

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insured against by Persons engaged in the same or similar business, of such types and in such amounts as are customarily carried under similar circumstances by such other Persons. The Loan Parties shall comply with the covenants and provide the endorsement set forth on Schedule 8.1.3 relating to property and related insurance policies covering the Collateral.

          8.1.4 Maintenance of Properties and Leases. Each Loan Party shall, and shall cause each of its Subsidiaries to, maintain in good repair, working order and condition (ordinary wear and tear excepted) in accordance with the general practice of other businesses of similar character and size, all of those properties useful or necessary to its business, and from time to time, such Loan Party will make or cause to be made all appropriate repairs, renewals or replacements thereof except where the failure to do so would not cause a Material Adverse Change.

          8.1.5 Visitation Rights. Each Loan Party shall, and shall cause each of its Subsidiaries to, permit any of the officers or authorized employees or representatives of the Administrative Agent or any of the Lenders to visit and inspect any of its properties and to examine and make excerpts from its books and records and discuss its business affairs, finances and accounts with its officers, all in such detail and at such times and as often as any of the Lenders may reasonably request, provided that each Lender shall provide the Borrower and the Administrative Agent with reasonable notice prior to any visit or inspection.

          8.1.6 Keeping of Records and Books of Account. The Borrower shall, and shall cause each Subsidiary of the Borrower to, maintain and keep proper books of record and account which enable the Borrower and its Subsidiaries to issue financial statements in accordance with GAAP and as otherwise required by applicable Laws of any Official Body having jurisdiction over the Borrower or any Subsidiary of the Borrower, and in which full, true and correct entries shall be made in all material respects of all its dealings and business and financial affairs.

          8.1.7 Compliance with Laws; Use of Proceeds. Each Loan Party shall, and shall cause each of its Subsidiaries to, comply with all applicable Laws, including all Environmental Laws, in all respects; provided that it shall not be deemed to be a violation of this Section 8.1.7 if any failure to comply with any Law would not result in fines, penalties, remediation costs, other similar liabilities or injunctive relief which in the aggregate would constitute a Material Adverse Change. The Loan Parties will use the Letters of Credit and the proceeds of the Loans only in accordance with Section 2.8 [Use of Proceeds] and as permitted by applicable Law.

          8.1.8 Further Assurances. Each Loan Party shall, from time to time, at its expense, faithfully preserve and protect the Administrative Agent’s Lien on and Prior Security Interest in the Collateral and all other real and personal property of the Loan Parties whether now owned or hereafter acquired as a continuing first priority perfected Lien, subject only to Permitted Liens, and shall do such other acts and things as the Administrative Agent in its sole discretion may deem necessary or advisable from time to time in order to preserve, perfect and protect the Liens granted under the Loan Documents and to exercise and enforce its rights and remedies thereunder with respect to the Collateral.

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          8.1.9 Anti-Terrorism Laws. None of the Loan Parties is or shall be (i) a Person with whom any Lender is restricted from doing business under Executive Order No. 13224 or any other Anti-Terrorism Law, (ii) engaged in any business involved in making or receiving any contribution of funds, goods or services to or for the benefit of such a Person or in any transaction that evades or avoids, or has the purpose of evading or avoiding, the prohibitions set forth in any Anti-Terrorism Law, or (iii) otherwise in violation of any Anti-Terrorism Law. The Loan Parties shall provide to the Lenders any certifications or information that a Lender requests to confirm compliance by the Loan Parties with Anti-Terrorism Laws.

          8.1.10 Grant of Mortgage Collateral. If requested by the Majority Creditors at any time after the Closing Date, the Borrower and each other Loan Party shall enter into and deliver to the Collateral Agent a mortgage, deed of trust or other security document, in form and substance acceptable to the Collateral Agent (a “Mortgage Instrument”), with respect to each owned real property that has an aggregate fair market value of at least $3,000,000 (the “Mortgaged Property”) to secure the Senior Secured Obligations, together with such title insurance policies, evidence of insurance, insurance certificates and endorsements, surveys, appraisals, consents, estoppels, waivers, subordination agreements, bond resolutions, officers certificates, corporate documents, opinions of counsel, and other documents and instruments as the Collateral Agent shall reasonably request. At the time the Borrower or such other Loan Party executes and delivers any Mortgage Instrument, the Loan Parties also shall execute and deliver an Indemnity in favor of the Agent and the Lenders with respect to the Mortgaged Property subject to such Mortgage Instrument.

          8.1.11 Minimum Borrower and Guarantor Consolidated Total Operating Income and Consolidated Total Assets. The Borrower shall cause either (a) at least 75% of the Consolidated Total Operating Income to be generated by the Borrower and the Guarantors or (ii) at least 75% of the Consolidated Total Assets to be owned by the Borrower and the Guarantors.

          8.1.12 Modification to Fixed Charge Coverage Ratio. In the event that Required Lenders obtain credit approval to modify the definition of Fixed Charge Coverage Ratio and the related financial covenant ratio levels to be consistent with the corresponding definition and financial covenant ratio levels set forth in the Note Purchase Agreement for the Borrower’s 6.58% Senior Notes due 2016, then upon Borrower’s receipt of notice from the Administrative Agent of such credit approval, the Loan Parties shall within twenty (20) days of such notice execute and deliver an amendment to this Agreement to effect such changes to the definition of Fixed Charge Coverage Ratio and the related financial covenant ratio levels.

     8.2 Negative Covenants. The Loan Parties, jointly and severally, covenant and agree that until Payment In Full, the Loan Parties shall not, nor shall they permit any Subsidiary to, directly or indirectly:

          8.2.1 Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following (collectively, “Permitted Liens”):

     (a) Liens in respect of property of the Borrower or a Subsidiary existing on the Closing Date and described in Schedule 8.2.1, and any renewals or extensions thereof, provided (i) the property covered thereby is not changed and (ii) the amount of Indebtedness secured thereby is not increased; provided further, the Lien in favor of Satake USA Inc. which does not constitute a Purchase Money Security Interest shall be released within 60 days after the Closing Date unless the Borrower is contesting in good faith its obligations to Satake USA Inc., and until such time as such Lien is released, the Lenders may withhold from available borrowing under the Revolving Credit Commitment an amount sufficient to satisfy the obligations owed to Satake USA Inc secured by such Lien;

     (b) Liens in respect of property acquired or constructed by the Borrower or a Subsidiary after the Closing Date, which are created at the time of or within 180 days after acquisitions or completion of construction of such property to secure Indebtedness assumed or incurred to finance all or any part of the purchase price or cost of construction of such property, provided that in any such case;

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     (i) no such Lien shall extend to or cover any other property of the Borrower or such Subsidiary, as the case may be, and

     (ii) the aggregate principal amount of Indebtedness secured by all such Liens in respect of any such property shall not exceed the cost of such property and any improvements then being financed;

     (c) Liens in respect to property acquired by the Borrower or a Subsidiary after the Closing Date, existing on such property at the time of acquisition thereof (and not created in anticipation thereof), or in the case of any Person that after the Closing Date becomes a Subsidiary or is consolidated with or merged with or into the Borrower or a Subsidiary or sells, leases or otherwise disposes of all or substantially all of its property to the Borrower or a Subsidiary, Liens existing at the time such Person becomes a Subsidiary or is so consolidated or merged or effects such sale, lease or other disposition of property (and not created in anticipation thereof), provided that in any such case no such Lien shall extend to or cover any other property of the Borrower or such Subsidiary, as the case may be;

     (d) Liens securing Indebtedness owed by a Subsidiary to the Borrower or to a Wholly-Owned Subsidiary which is a Guarantor;

     (e) Liens for taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;

     (f) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;

     (g) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;

     (h) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business;

     (i) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; and

     (j) Liens in respect of property of the Borrower and its Domestic Subsidiaries to secure the Senior Secured Obligations.

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     For purposes of this Section 8.2.1, any Lien existing in respect of property at the time such property is acquired or in respect of property of a Person at the time such Person is acquired, consolidated or merged with or into the Borrower or a Subsidiary shall be deemed to have been created at that time.

          8.2.2 Disposition of Assets. Make any sale, transfer, lease (as lessor), loan or other disposition of any property or assets (an “Asset Sale”), other than the following:

     (a) Asset Sales in the ordinary course of business;

     (b) Asset Sales of property or assets by a Subsidiary to the Borrower or a Wholly-Owned Subsidiary that is a Guarantor;

     (c) other Asset Sales, provided that in each case

     (i) immediately before and after giving effect thereto, no Event of Default shall have occurred and be continuing, and

     (ii) the aggregate net book value of the property or assets disposed of in such Asset Sale and all other Asset Sales by the Borrower and its Subsidiaries during the immediately preceding twelve months does not exceed 15% of Consolidated Net Worth (as of the last day of the quarterly accounting period ending on or most recently prior to the last day of such twelve month period); provided, however, there shall be excluded for purposes of this Section 8.2.2 only, the aggregate net book value of the property and assets of certain Subsidiaries previously disclosed in the Borrower’s Second Quarter 2009 Update to the Lenders, dated June 15, 2009, in writing to be disposed of by the Borrower in three separate Asset Sales so long as all the proceeds and consideration of such Asset Sales consist of (A) notes not to exceed (x) $10,000,000 in aggregate principal amount for all such Asset Sales and (y) $5,000,000 in aggregate principal amount for any one such Asset Sale and/or (B) cash.

     For purposes of this Section 8.2.2, any Voting Equity Interests of a Subsidiary that are the subject of an Asset Sale shall be valued at the greater of (x) the fair market value of such shares as determined in good faith by the board of directors of the Borrower and (y) the aggregate net book value of the assets of such Subsidiary multiplied by a fraction of which the numerator is the aggregate number of Voting Equity Interests of such Subsidiary disposed of in such Asset Sale and the denominator is the aggregate number of Voting Equity Interests of such Subsidiary outstanding immediately prior to such Asset Sale.

          8.2.3 Consolidations and Mergers. Consolidate with or merge with any other corporation or convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to any Person except a Subsidiary may consolidate with or merge with any other corporation or convey or transfer all or substantially all of its assets to (a) the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or a then existing Wholly-Owned Subsidiary that is a Subsidiary Guarantor, and (b) any Person in an Asset Sale involving all of the outstanding stock or all or substantially all of the assets of such Subsidiary, in either case subject to the limitation of Section 8.2.2.

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          8.2.4 Loans and Investments. Purchase or acquire, or make any commitment therefor, any capital stock, equity interest, or any obligations or other securities of, or any interest in, any Person, or make or commit to make any Acquisitions, or make or commit to make any advance, loan, extension of credit or capital contribution to or any other investment in, any Person including any Affiliate of the Borrower (collectively, “Investments”), except for:

     (a) Investments held by the Borrower or any Subsidiary in the form of cash equivalents or short term marketable securities and Permitted Investments;

     (b) extensions of credit in the nature of accounts receivable or notes receivable arising from the sale or lease of goods or services in the ordinary course of business;

     (c) extensions of credit by the Borrower to any of its Wholly-Owned Subsidiaries or by any of its Wholly-Owned Subsidiaries to another of its Wholly-Owned Subsidiaries;

     (d) pledges or deposits as required in the ordinary course of business in connection with workmen’s compensation, unemployment insurance and other social security legislation;

     (e) advances, loans, extensions of credit or investments in the ordinary course of business; provided that the aggregate amount thereof shall not exceed $15,000,000;

     (f) Investments incurred in order to consummate Permitted Acquisitions;

     (g) purchases and other acquisitions by the Borrower of stock of the Borrower to the extent permitted by Section 8.2.13; and

     (h) notes received as part of the purchase price of three Asset Sales excluded from that calculation as set forth in Section 8.2.2(c)(ii) not to exceed the amounts permitted thereunder.

          8.2.5 Limitation on Indebtedness. Create, assume, incur, guarantee, permit to exist or otherwise become liable in respect of any Indebtedness unless immediately before and after giving effect thereto no Potential Default or Event of Default exists or would result therefrom; provided, however, notwithstanding anything herein to the contrary, in no event shall the aggregate amount of Indebtedness outstanding at any time of all Subsidiaries (excluding (i) Guarantees permitted pursuant to clauses (a), (b), (c) and (d) of Section 8.2.12, (ii) Indebtedness described on Schedule 8.2.5, but no increase of any such Indebtedness, (iii) Indebtedness of a Subsidiary that is a Guarantor owed to the Borrower or any Guarantor or Indebtedness of a Subsidiary that is not a Guarantor owed to the Borrower or any other Subsidiary, (iv) Indebtedness under the Loan Documents and the Note Purchase Agreements, and (v) Indebtedness of a Subsidiary secured by Liens permitted pursuant to clause (h) of Section 8.2.1, exceed $5,000,000 in aggregate amount.

          8.2.6 Consolidated Net Worth. Permit Consolidated Net Worth at any time to be less than the sum of (i) $350,000,000 plus (ii) 50% of Consolidated Net Income for each fiscal quarter beginning with the fiscal quarter ending on April 30, 2006 (excluding any fiscal quarter in which Consolidated Net Income is not positive) plus (iii) 85% of the net proceeds of

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any equity issued by the Borrower after January 31, 2006, minus (iv) non-cash impairment charges for goodwill, intangible and fixed assets at such time of determination.

          8.2.7 Fixed Charge Coverage Ratio. Permit the Fixed Charge Coverage Ratio to be less than (a) 1.75 to 1.00 for the fiscal quarter ending May 1, 2010, and (b) 2.25 to 1.00 at the end of any fiscal quarter thereafter.

          8.2.8 Leverage Ratio. Permit the Leverage Ratio to exceed any time from the last day of the fiscal quarter ending May 1, 2010 and at all times thereafter the ratio of 3.5 to 1.0.

          8.2.9 Sale/Leasebacks. Sell, lease, transfer or otherwise dispose of (collectively, a “transfer”) any asset on terms whereby the asset or a substantially similar asset is or may be leased or reacquired by the Borrower or any Subsidiary over a period in excess of three years, unless after giving effect to such transaction and the incurrence of Attributable Debt in respect thereof, the aggregate Attributable Debt in connection with all sale and leaseback transactions of the Borrower and its Subsidiaries entered into after the September 10, 2008 in accordance with the provisions of this Section 8.2.9, does not exceed $10,000,000.

          8.2.10 Transactions with Affiliates. Enter into any transaction with any Affiliate of the Borrower (other than a Subsidiary), except upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than would obtain in an comparable arm’s-length transaction with a Person not an Affiliate of the Borrower.

          8.2.11 Use of Proceeds. Use any portion of any Loan proceeds or any Letter of Credit, directly or indirectly, (i) to purchase or carry margin stock, (ii) to repay or otherwise refinance indebtedness of the Borrower or others incurred to purchase or carry margin stock or (iii) to extend credit for the purpose of purchasing or carrying any margin stock.

          8.2.12 Guarantees. Create, incur, assume or suffer to exist any Guarantees except:

     (a) endorsements for collection or deposit in the ordinary course of business;

     (b) Guarantees of Indebtedness of the Borrower and its Subsidiaries to the extent such Indebtedness is permitted hereunder, provided that all Guarantees in respect of Swap Contracts shall arise under contracts entered into in the ordinary course of business as bona fide hedging transactions;

     (c) Guarantees of the Borrower and its Subsidiaries existing as of the Closing Date and listed in Schedule 8.2.12; and

     (d) Guarantees of the Borrower or any Subsidiary in respect of the obligations (which do not constitute Indebtedness) of (i) in the case of the Borrower, any Subsidiary, and (ii) in the case of any Subsidiary, the Borrower or any Subsidiary of such Subsidiary or any other Subsidiary.

          8.2.13 Restricted Payments. Declare or make any Restricted Payment except that (a) any Subsidiary may declare and pay Dividends to (x) the Borrower, (y) a Guarantor, and

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(z) the parent of such Subsidiary; and (b) provided no Event of Default exists or would result therefrom, the Borrower may pay Dividends not to exceed $1,650,000 in aggregate amount during any fiscal quarter. In the event that the Noteholders agree to comparable restrictions on the Borrower’s ability to pay Stock Redemptions and Dividends, the Borrower may pay Stock Redemptions and Dividends to its shareholders, provided that prior to and after giving effect to any such Stock Redemption or Dividend: (i) no Potential Default or Event of Default exists or would result therefrom, (ii) the Borrower is in compliance on a Pro Forma Basis with the Fixed Charge Coverage Ratio as required under Section 8.2.7 at the level required at the time any such Stock Redemption or Dividend is made which solely for purposes of this Section 8.2.13, shall include scheduled principal payments for amortization payments under the Note Purchase Agreement related to the 6.58% Senior Notes due 2016, and (iii) the Leverage Ratio determined on a Pro Forma Basis as of the date of such Dividend or Stock Redemption is not greater than 3.00 to 1.00; provided however, with respect to clause (iii), so long as the Leverage Ratio determined on a Pro Forma Basis is not greater than 3.50 to 1.00 but is greater than 3.00 to 1.00 directly due to the effect of an Acquisition occurring in the immediately preceding fiscal quarter, then the Borrower may pay a regularly-scheduled Dividend in an aggregate amount no greater than the aggregate Dividend paid in the immediately preceding fiscal quarter.

          8.2.14 ERISA. (a) Engage in a prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan which has resulted or could reasonably be expected to result in liability of the Borrower in an aggregate amount in excess of $2,000,000; or (b) engage in a transaction that could be subject to Section 4069 or 4212(c) of ERISA.

          8.2.15 Change in Business. Engage in any material line of business substantially different from those lines of business carried on by the Borrower and its Subsidiaries on the date hereof.

          8.2.16 Accounting Changes. Make any significant change in accounting treatment or reporting practices, except as required by GAAP, or change the fiscal year of the Borrower or of any Subsidiary.

          8.2.17 Amendment and Waivers of Subordinated Debt. Change or permit any Subsidiary to change or amend (or take any action or fail to take any action the result of which is an effective amendment or change) or accept any waiver or consent with respect to, any document, instrument or agreement relating to any Subordinated Debt that would result in (a) an increase in the principal, interest, overdue interest, fees or other amounts payable under any Subordinated Debt, (b) an acceleration of any date fixed for payment or prepayment of principal, interest, fees or other amounts payable under any Subordinated Debt (including, without limitation, as a result of any redemption), (c) a change in any of the subordination provisions of any Subordinated Debt, or (d) any other change in any term or provision of any Subordinated Debt that could reasonably be expected to have an adverse effect on the interest of the Lenders.

          8.2.18 Capital Expenditures. Permit Capital Expenditures of the Borrower and its Subsidiaries during (a) fiscal year 2010 to exceed $28,000,000, and (b) fiscal year 2011 and thereafter to exceed $32,000,000. In the event that the Noteholders agree to eliminate the maximum Dollar amount restrictions on the Borrower’s ability to make Capital Expenditures, the Borrower and its Subsidiaries may make Capital Expenditures, provided that prior to and after giving effect to any such Capital Expenditure, the Borrower is in compliance on a Pro Forma Basis with the Fixed Charge Coverage Ratio as required under Section 8.2.7 at the level required at the time any such Capital Expenditure is made.

          8.2.19 Senior Note Documents. Except as otherwise provided in the Intercreditor Agreement, change or permit any Subsidiary to change or amend (or take any action or fail to take any action the result of which is an effective amendment or change) or

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accept any waiver or consent with respect to, any Senior Note Document that would result in (a) an increase in the principal, interest, overdue interest, fees or other amounts payable under any Senior Note Document, (b) an acceleration of any date fix for payment or prepayment of principal, interest, overdue interest, fees or other amounts payable under any Senior Note Document, (c) the terms and provisions of the Senior Note Documents, including without limitation the negative covenants and the events of default, being more restrictive to the Borrower and its Subsidiaries than the terms and provisions of this Agreement, or (d) the Borrower or any Subsidiary being subject to any prohibition or limitation on making any payment or prepayment under the Loan Documents.

     8.3 Reporting Requirements. The Loan Parties will furnish or cause to be furnished to the Administrative Agent and each of the Lenders:

          8.3.1 Quarterly Financial Statements. As soon as available and in any event within forty-five (45) calendar days after the end of each of the first three fiscal quarters in each fiscal year, financial statements of the Borrower, consisting of a consolidated balance sheet as of the end of such fiscal quarter and related consolidated statements of income, stockholders’ equity and cash flows for the fiscal quarter then ended and the fiscal year through that date, all in reasonable detail and certified (subject to normal year-end audit adjustments) by the Chief Executive Officer, President or Chief Financial Officer of the Borrower as having been prepared in accordance with GAAP, consistently applied, and setting forth in comparative form the respective financial statements for the corresponding date and period in the previous fiscal year.

          8.3.2 Annual Financial Statements. As soon as available and in any event within ninety (90) days after the end of each fiscal year of the Borrower, financial statements of the Borrower consisting of a consolidated balance sheet as of the end of such fiscal year, and related consolidated statements of income, stockholders’ equity and cash flows for the fiscal year then ended, all in reasonable detail and setting forth in comparative form the financial statements as of the end of and for the preceding fiscal year, and certified by independent certified public accountants of nationally recognized standing satisfactory to the Administrative Agent. The certificate or report of accountants shall be free of qualifications (other than any consistency qualification that may result from a change in the method used to prepare the financial statements as to which such accountants concur) and shall not indicate the occurrence or existence of any event, condition or contingency which would materially impair the prospect of payment or performance of any covenant, agreement or duty of any Loan Party under any of the Loan Documents.

          8.3.3 Certificate of the Borrower. Concurrently with the financial statements of the Borrower furnished to the Administrative Agent and to the Lenders pursuant to Sections 8.3.1 [Quarterly Financial Statements] and 8.3.2 [Annual Financial Statements], a certificate (each a “Compliance Certificate”) of the Borrower signed by the Chief Executive Officer, President or Chief Financial Officer of the Borrower, in the form of Exhibit 8.3.3.

          8.3.4 Notices.

               8.3.4.1 within five days after any Authorized Officer of the Borrower knows or has reason to know of the occurrence of any Event of Default or Potential Default;

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               8.3.4.2 within ten days after any Authorized Officer of the Borrower knows or has reason to know of any matter that has resulted or could reasonably be expected to result in a Material Adverse Change, including (i) any breach or non-performance of, or any default under, a contractual obligation of the Borrower or any Subsidiary that, individually or in the aggregate, has resulted or could reasonably be expected to result in a Material Adverse Change; (ii) any dispute, litigation, or suspension between the Borrower or any Subsidiary and any Official Body that, individually or in the aggregate, has resulted or could reasonably be expected to result in a Material Adverse Change; 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 that, individually or in the aggregate, has resulted or could reasonably be expected to result in a Material Adverse Change;

               8.3.4.3 within ten days after any Authorized Officer of the Borrower knows or has reason to know of the occurrence of any ERISA Event;

               8.3.4.4 within ten days after any Authorized Officer of the Borrower knows or has reason to know of any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary; and

               8.3.4.5 of the determination by the independent certified public accountants providing the opinion required under Section 8.3.2 (in connection with its preparation of such opinion) or the Borrower’s determination at any time of the occurrence or existence of any Internal Control Event.

               8.3.4.6 as soon as practicable, and in any event within 90 days after the commencement of each fiscal year, a consolidated plan and financial forecast for such fiscal year, including without limitation, a forecasted consolidated balance sheet, consolidated income statement and consolidated statement of cash flow of the Borrower for such fiscal year.

     Each notice pursuant to this Section 8.3.4 shall be accompanied by a statement of a Authorized Officer of the Borrower setting forth details known to the Borrower of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto. Each notice pursuant to Section 8.3.4 shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.

9. DEFAULT

     9.1 Events of Default. An Event of Default shall mean the occurrence or existence of any one or more of the following events or conditions (whatever the reason therefor and whether voluntary, involuntary or effected by operation of Law):

          9.1.1 Payments Under Loan Documents. The Borrower shall fail to pay any principal of any Loan (including scheduled installments, mandatory prepayments or the payment due at maturity) or any Reimbursement Obligation on the date on which such principal or Reimbursement Obligation becomes due in accordance with the terms hereof, or the Borrower shall fail to pay any interest or other amount owing hereunder or under the other Loan

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Documents within three (3) Business Days after the date on which such amount becomes due in accordance with the terms hereof or thereof;

          9.1.2 Breach of Warranty. Any representation or warranty made at any time by any of the Loan Parties herein or by any of the Loan Parties in any other Loan Document, or in any certificate, other instrument or statement furnished pursuant to the provisions hereof or thereof, shall prove to have been false or misleading in any material respect as of the time it was made or furnished;

          9.1.3 Breach of Negative Covenants or Visitation Rights. Any of the Loan Parties shall default in the observance or performance of any covenant contained in Section 8.1.5 [Visitation Rights] or Section 8.2 [Negative Covenants] other than Sections 8.2.4, 8.2.12, 8.2.14, 8.2.15 or 8.2.16;

          9.1.4 Breach of Other Covenants. Any of the Loan Parties shall default in the observance or performance of any other covenant, condition or provision hereof or of any other Loan Document and such default shall continue unremedied for a period of thirty (30) days;

          9.1.5 Defaults in Other Agreements or Indebtedness. A default or event of default shall occur at any time under the terms of any other agreement involving borrowed money or the extension of credit or any other Indebtedness under which any Loan Party or Subsidiary of any Loan Party may be obligated as a borrower or guarantor in excess of $7,500,000 in the aggregate, and such breach, default or event of default consists of the failure to pay (beyond any period of grace permitted with respect thereto, whether waived or not) any Indebtedness when due (whether at stated maturity, by acceleration or otherwise) or if such breach or default permits or causes the acceleration of any Indebtedness in excess of $7,500,000 (whether or not such right shall have been waived) or the termination of any commitment to lend;

          9.1.6 Final Judgments or Orders. Any final judgments or orders for the payment of money in excess of $3,000,000 in the aggregate shall be entered against any Loan Party by a court having jurisdiction in the premises, which judgment is not discharged, vacated, bonded or stayed pending appeal within a period of thirty (30) days from the date of entry;

          9.1.7 Loan Document Unenforceable. Any of the Loan Documents shall cease to be legal, valid and binding agreements enforceable against the party executing the same or such party’s successors and assigns (as permitted under the Loan Documents) in accordance with the respective terms in any material respect thereof or shall in any way be terminated (except in accordance with its terms) or become or be declared ineffective or inoperative or shall in any way be challenged or contested or cease to give or provide the respective Liens, security interests, rights, titles, interests, remedies, powers or privileges intended to be created thereby;

          9.1.8 Uninsured Losses; Proceedings Against Assets. There shall occur any material uninsured damage to or loss, theft or destruction of any of the Collateral in excess of $7,500,000, or the Collateral or any other of the Loan Parties’ or any of their Subsidiaries’ assets having a value in excess of $7,500,000 are attached, seized, levied upon or subjected to a writ or

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distress warrant; or such come within the possession of any receiver, trustee, custodian or assignee for the benefit of creditors and the same is not cured within thirty (30) days thereafter;

          9.1.9 Events Relating to Plans and Benefit Arrangements. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of Borrower under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of $2,000,000, or (ii) Borrower or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $1,000,000;

          9.1.10 Change of Control. There occurs a Change of Control with respect to the Borrower.

          9.1.11 Relief Proceedings. (i) A Relief Proceeding shall have been instituted against any Loan Party or Subsidiary of a Loan Party and such Relief Proceeding shall remain undismissed or unstayed and in effect for a period of sixty (60) consecutive days or such court shall enter a decree or order granting any of the relief sought in such Relief Proceeding, (ii) any Loan Party or Subsidiary of a Loan Party institutes, or takes any action in furtherance of, a Relief Proceeding, or (iii) any Loan Party or any Subsidiary of a Loan Party ceases to be solvent or admits in writing its inability to pay its debts as they mature.

     9.2 Consequences of Event of Default.

          9.2.1 Events of Default Other Than Bankruptcy, Insolvency or Reorganization Proceedings. If an Event of Default specified under Sections 9.1.1 through 9.1.10 shall occur and be continuing, the Lenders and the Administrative Agent shall be under no further obligation to make Loans and the Issuing Lender shall be under no obligation to issue Letters of Credit and the Administrative Agent may, and upon the request of the Required Lenders, shall (i) by written notice to the Borrower, declare the unpaid principal amount of the Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrower to the Lenders hereunder and thereunder to be forthwith due and payable, and the same shall thereupon become and be immediately due and payable to the Administrative Agent for the benefit of each Lender without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, and (ii) require the Borrower to, and the Borrower shall thereupon, deposit in a non-interest-bearing account with the Administrative Agent, as cash collateral for its Obligations under the Loan Documents, an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, and the Borrower hereby pledges to the Administrative Agent and the Lenders, and grants to the Administrative Agent and the Lenders a security interest in, all such cash as security for such Obligations; and

          9.2.2 Bankruptcy, Insolvency or Reorganization Proceedings. If an Event of Default specified under Section 9.1.11 [Relief Proceedings] shall occur, the Lenders shall be under no further obligations to make Loans hereunder and the Issuing Lender shall be under no obligation to issue Letters of Credit and the unpaid principal amount of the Loans then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrower to the Lenders hereunder and thereunder shall be immediately due and payable,

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without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived; and

          9.2.3 Set-off. If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Lender, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 5.3 [Sharing of Payments] 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, the Issuing Lender or any such Affiliate or participant to or for the credit or the account of any Loan Party against any and all of the Obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, the Issuing Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate or participant shall have made any demand under this Agreement or any other Loan Document and although such Obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender different from the branch or office holding such deposit or obligated on such Indebtedness. The rights of each Lender, the Issuing Lender and their respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender or their respective Affiliates and participants may have. Each Lender and the Issuing Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application; and

          9.2.4 Application of Proceeds. From and after the date on which the Administrative Agent has taken any action pursuant to this Section 9.2 and until all Obligations of the Loan Parties have been paid in full, any and all proceeds received by the Administrative Agent from any sale or other disposition of the Collateral, or any part thereof, or the exercise of any other remedy by the Administrative Agent, shall be applied as follows:

          (i) first, to reimburse the Administrative Agent and the Lenders for out-of-pocket costs, expenses and disbursements, including reasonable attorneys’ and paralegals’ fees and legal expenses, incurred by the Administrative Agent or the Lenders in connection with realizing on the Collateral or collection of any Obligations of any of the Loan Parties under any of the Loan Documents, including advances made by the Lenders or any one of them or the Administrative Agent for the reasonable maintenance, preservation, protection or enforcement of, or realization upon, the Collateral, including advances for taxes, insurance, repairs and the like and reasonable expenses incurred to sell or otherwise realize on, or prepare for sale or other realization on, any of the Collateral;

          (ii) second, to the repayment of all Obligations then due and unpaid of the Loan Parties to the Lenders or their Affiliates incurred under this Agreement or any of the other Loan Documents or agreements evidencing any Lender Provided Interest Rate Hedge or Other Lender Provided Financial Services Obligations, whether of principal, interest, fees, expenses or otherwise and to cash collateralize the Letter of Credit Obligations, in such manner as the Administrative Agent may determine in its discretion; and

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          (iii) the balance, if any, as required by Law.

10. THE ADMINISTRATIVE AGENT

     10.1 Appointment and Authority. Each of the Lenders and the Issuing Lender hereby irrevocably appoints PNC to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Section 10 are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Lender, and neither the Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions.

     10.2 Rights as a Lender. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative 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 Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

     10.3 Exculpatory Provisions. The Administrative Agent 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, the Administrative Agent:

          (a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Potential 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 or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative 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 the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.

          The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 11.1

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[Modifications, Amendments or Waivers] and 9.2 [Consequences of Event of Default]) or (ii) in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Potential Default or Event of Default unless and until notice describing such Potential Default or Event of Default is given to the Administrative Agent by the Borrower, a Lender or the Issuing Lender.

          The Administrative 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 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 Potential Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Section 7 [Conditions of Lending and Issuance of Letters of Credit] or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

     10.4 Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the Issuing Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender or the Issuing Lender unless the Administrative Agent shall have received notice to the contrary from such Lender or the Issuing Lender prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

     10.5 Delegation of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative 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 10 shall apply to any such sub-agent and to the Related Parties of the Administrative 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 Administrative Agent.

     10.6 Resignation of Administrative Agent. The Administrative Agent may at any time give notice of its resignation to the Lenders, the Issuing Lender and the Borrower. Upon receipt

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of any such notice of resignation, the Required Lenders shall have the right, with approval from the Borrower (so long as no Event of Default has occurred and is continuing), to appoint a successor, such approval not to be unreasonably withheld or delayed. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the Issuing Lender, appoint a successor Administrative Agent; provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section 10.6. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative 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 the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section 10 and Section 11.3 [Expenses; Indemnity; Damage Waiver] shall continue in effect for the benefit of such retiring Administrative 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 Administrative Agent was acting as Administrative Agent.

     If PNC resigns as Administrative Agent under this Section 10.6, PNC shall also resign as an Issuing Lender. Upon the appointment of a successor Administrative Agent hereunder, such successor shall (i) succeed to all of the rights, powers, privileges and duties of PNC as the retiring Issuing Lender and Administrative Agent and PNC shall be discharged from all of its respective duties and obligations as Issuing Lender and Administrative Agent under the Loan Documents, and (ii) issue letters of credit in substitution for the Letters of Credit issued by PNC, if any, outstanding at the time of such succession or make other arrangement satisfactory to PNC to effectively assume the obligations of PNC with respect to such Letters of Credit.

     10.7 Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the Issuing Lender acknowledges that it has, independently and without reliance upon the Administrative 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 the Issuing Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall

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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.

     10.8 No Other Duties, etc. Anything herein to the contrary notwithstanding, none of the Joint Lead Arrangers, Co-Syndication Agents or Sole Bookrunner listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender or the Issuing Lender hereunder.

     10.9 Administrative Agent’s Fee. The Borrower shall pay to the Administrative Agent a nonrefundable fee (the “Administrative Agent’s Fee”) under the terms of a letter (the “Administrative Agent’s Letter”) between the Borrower and Administrative Agent, as amended from time to time.

     10.10 Authorization to Release Collateral and Guarantors. The Lenders and Issuing Lenders authorize the Administrative Agent to release (i) any Collateral consisting of assets or Equity Interests sold or otherwise disposed of in a sale or other disposition or transfer permitted under Sections 8.2.2 [Disposition of Assets] or 8.2.3 [Consolidations and Mergers], and (ii) any Guarantor from its obligations under the Guaranty Agreement if the ownership interests in such Guarantor are sold or otherwise disposed of or transferred to persons other than Loan Parties or Subsidiaries of the Loan Parties in a transaction permitted under Sections 8.2.2 [Disposition of Assets] or 8.2.3 [Consolidations and Mergers].

     10.11 No Reliance on Administrative Agent’s Customer Identification Program. Each Lender acknowledges and agrees that neither such Lender, nor any of its Affiliates, participants or assignees, may rely on the Administrative Agent to carry out such Lender’s, Affiliate’s, participant’s or assignee’s customer identification program, or other obligations required or imposed under or pursuant to the USA Patriot Act or the regulations thereunder, including the regulations contained in 31 CFR 103.121 (as hereafter amended or replaced, the “CIP Regulations”), or any other Anti-Terrorism Law, including any programs involving any of the following items relating to or in connection with any of the Loan Parties, their Affiliates or their agents, the Loan Documents or the transactions hereunder or contemplated hereby: (i) any identity verification procedures, (ii) any recordkeeping, (iii) comparisons with government lists, (iv) customer notices or (v) other procedures required under the CIP Regulations or such other Laws.

11. MISCELLANEOUS

     11.1 Modifications, Amendments or Waivers. With the written consent of the Required Lenders, the Administrative Agent, acting on behalf of all the Lenders, and the Borrower, on behalf of the Loan Parties, may from time to time enter into written agreements amending or changing any provision of this Agreement or any other Loan Document or the rights of the Lenders or the Loan Parties hereunder or thereunder, or may grant written waivers or consents hereunder or thereunder. Any such agreement, waiver or consent made with such written consent shall be effective to bind all the Lenders and the Loan Parties; provided, that no such agreement, waiver or consent may be made which will:

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          11.1.1 Increase of Commitment. Increase the amount of the Revolving Credit Commitment of any Lender hereunder without the consent of such Lender;

          11.1.2 Extension of Payment; Reduction of Principal Interest or Fees; Modification of Terms of Payment. Whether or not any Loans are outstanding, extend the Expiration Date or the time for payment of principal or interest of any Loan (excluding the due date of any mandatory prepayment of a Loan), the Commitment Fee or any other fee payable to any Lender, or reduce the principal amount of or the rate of interest borne by any Loan or reduce the Commitment Fee or any other fee payable to any Lender, without the consent of each Lender directly affected thereby;

          11.1.3 Release of Collateral or Guarantor. Except for sales of assets permitted by Section 8.2.2 [Disposition of Assets], release all or substantially all of the Collateral or any Guarantor from its Obligations under the Guaranty Agreement without the consent of all Lenders (other than Defaulting Lenders); or

          11.1.4 Miscellaneous. Amend Section 5.2 [Pro Rata Treatment of Lenders], 10.3 [Exculpatory Provisions, Etc.] or 5.3 [Sharing of Payments by Lenders] or this Section 11.1, alter any provision regarding the pro rata treatment of the Lenders or requiring all Lenders to authorize the taking of any action or reduce any percentage specified in the definition of Required Lenders, in each case without the consent of all of the Lenders (other than Defaulting Lenders);

provided that no agreement, waiver or consent which would modify the interests, rights or obligations of the Administrative Agent or the Issuing Lender may be made without the written consent of such Administrative Agent or Issuing Lender, as applicable, and provided, further that, if in connection with any proposed waiver, amendment or modification referred to in Sections 11.1.1 through 11.1.4 above, the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained (each a “Non-Consenting Lender”), then the Borrower shall have the right to replace any such Non-Consenting Lender with one or more replacement Lenders pursuant to Section 5.6.2 [Replacement of a Lender].

     11.2 No Implied Waivers; Cumulative Remedies. No course of dealing and no delay or failure of the Administrative Agent or any Lender in exercising any right, power, remedy or privilege under this Agreement or any other Loan Document shall affect any other or future exercise thereof or operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any further exercise thereof or of any other right, power, remedy or privilege. The rights and remedies of the Administrative Agent and the Lenders under this Agreement and any other Loan Documents are cumulative and not exclusive of any rights or remedies which they would otherwise have.

     11.3 Expenses; Indemnity; Damage Waiver.

          11.3.1 Costs and Expenses. The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), and shall

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pay all reasonable fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration 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 the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all out-of-pocket expenses incurred by the Administrative Agent, any Lender or the Issuing Lender (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the Issuing Lender), and shall pay all fees and time charges for attorneys who may be employees of the Administrative Agent, any Lender or the Issuing Lender, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, 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, and (iv) all reasonable out-of-pocket expenses of the Administrative Agent’s regular employees and agents in connection with any examinations authorized under Section 8.1.5.

          11.3.2 Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the Issuing Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the 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 or nonperformance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Issuing Lender 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) breach of representations, warranties or covenants of the Loan Parties under the Loan Documents, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, including any such items or losses relating to or arising under Environmental Laws or pertaining to environmental matters, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such

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Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.

          11.3.3 Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under Sections 11.3.1 [Costs and Expenses] or 11.3.2 [Indemnification by the Borrower] to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing Lender or such Related Party, as the case may be, such Lender’s Ratable Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) or the Issuing Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or Issuing Lender in connection with such capacity.

          11.3.4 Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable Law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in Section 11.3.2 [Indemnification by Borrower] shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.

          11.3.5 Payments. All amounts due under this Section shall be payable not later than ten (10) days after demand therefor.

     11.4 Holidays. Whenever payment of a Loan to be made or taken hereunder shall be due on a day which is not a Business Day such payment shall be due on the next Business Day (except as provided in Section 4.2 [Interest Periods]) and such extension of time shall be included in computing interest and fees, except that the Loans shall be due on the Business Day preceding the Expiration Date if the Expiration Date is not a Business Day. Whenever any payment or action to be made or taken hereunder (other than payment of the Loans) shall be stated to be due on a day which is not a Business Day, such payment or action shall be made or taken on the next following Business Day, and such extension of time shall not be included in computing interest or fees, if any, in connection with such payment or action.

     11.5 Notices; Effectiveness; Electronic Communication.

          11.5.1 Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in Section 11.5.2 [Electronic Communications]), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by

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certified or registered mail or sent by telecopier (i) if to a Lender, to it at its address set forth in its administrative questionnaire, or (ii) if to any other Person, to it at its address set forth on Schedule 1.1(B).

          Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices delivered through electronic communications to the extent provided in Section 11.5.2 [Electronic Communications], shall be effective as provided in such Section.

          11.5.2 Electronic Communications. Notices and other communications to the Lenders and the Issuing Lender hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender or the Issuing Lender if such Lender or the Issuing Lender, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement); provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

          11.5.3 Change of Address, Etc. Any party hereto may change its address, e-mail address or telecopier number for notices and other communications hereunder by notice to the other parties hereto.

     11.6 Severability. The provisions of this Agreement are intended to be severable. If any provision of this Agreement shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction.

     11.7 Duration; Survival. All representations and warranties of the Loan Parties contained herein or made in connection herewith shall survive the execution and delivery of this Agreement, the completion of the transactions hereunder and Payment In Full. All covenants and agreements of the Borrower contained herein relating to the payment of principal, interest, premiums, additional compensation or expenses and indemnification, including those set forth in

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the Notes, Section 5 [Payments] and Section 11.3 [Expenses; Indemnity; Damage Waiver], shall survive Payment In Full. All other covenants and agreements of the Loan Parties shall continue in full force and effect from and after the date hereof and until Payment In Full.

     11.8 Successors and Assigns.

          11.8.1 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 the Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent 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 Section 11.8.2 [Assignments by Lenders], (ii) by way of participation in accordance with the provisions of Section 11.8.4 [Participations], or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 11.8.6 [Certain Pledges; Successors and Assigns Generally] (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 Section 11.8.4 [Participations] and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

          11.8.2 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 at 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 and the Loans at the time owing to it 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 clause (i)(A) of this Section 11.8.2, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption Agreement with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption Agreement, as of the Trade Date) shall not be less than $5,000,000, in the case of any assignment in respect of the Revolving Credit Commitment of the assigning Lender, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed).

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          (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 Loan or the Commitment assigned.

          (iii) Required Consents. No consent shall be required for any assignment except for the consent of the Administrative Agent (which shall not be unreasonably withheld or delayed) and:

               (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; and

               (B) the consent of the Issuing Lender (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 Letters of Credit (whether or not then outstanding).

          (iv) Assignment and Assumption Agreement. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption Agreement, together with a processing and recordation fee of $3,500, and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an administrative questionnaire provided by the Administrative Agent.

          (v) No Assignment to Borrower. No such assignment shall be made to the Borrower or any of the 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 Administrative Agent pursuant to Section 11.8.3 [Register], from and after the effective date specified in each Assignment and Assumption Agreement, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption Agreement, 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 Agreement, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Agreement 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 4.4 [LIBOR Rate Unascertainable; Illegality; Increased Costs; Deposits Not Available], 5.8 [Increased Costs], and 11.3 [Expenses, Indemnity; Damage Waiver] with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 11.8.2 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 Section 11.8.4 [Participations].

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          11.8.3 Register. The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain a record of the names and addresses of the Lenders, and the Commitments of, and principal amounts of the Loans owing to, each Lender pursuant to the terms hereof from time to time. Such register shall be conclusive, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is in such register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. Such register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

          11.8.4 Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent and the Lenders, Issuing Lender shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.

          Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce 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, modification or waiver with respect to Sections 11.1.1 [Increase of Commitment, Etc.], 11.1.2 [Extension of Payment, Etc.], or 11.1.3 [Release of Collateral or Guarantor]). Subject to Section 11.8.5 [Limitations upon Participant Rights Successors and Assigns Generally], the Borrower agrees that each Participant shall be entitled to the benefits of Sections 4.4 [LIBOR Rate Unascertainable; Illegality; Increased Costs; Deposits Not Available] and 5.8 [Increased Costs] to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 11.8.2 [Assignments by Lenders]. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 9.2.3 [Setoff] as though it were a Lender; provided such Participant agrees to be subject to Section 5.3 [Sharing of Payments by Lenders] as though it were a Lender.

          11.8.5 Limitations upon Participant Rights Successors and Assigns Generally. A Participant shall not be entitled to receive any greater payment under Sections 5.8 [Increased Costs], 5.9 [Taxes] or 11.3 [ Expenses; Indemnity; Damage Waiver] 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 the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 5.9 [Taxes] unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 5.9.5 [Status of Lenders] as though it were a Lender.

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          11.8.6 Certain Pledges; Successors and Assigns Generally. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

     11.9 Confidentiality.

          11.9.1 General. Each of the Administrative Agent, the Lenders and the Issuing Lender agrees to maintain the confidentiality of the Information, except that Information may be disclosed (i) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, advisors and other representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (ii) 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), (iii) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process, (iv) to any other party hereto, (v) 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, (vi) subject to an agreement containing provisions substantially the same as those of this Section, to (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (B) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (vii) with the consent of the Borrower or (viii) to the extent such Information (Y) becomes publicly available other than as a result of a breach of this Section or (Z) becomes available to the Administrative Agent, any Lender, the Issuing Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower or the other Loan Parties. 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.

          11.9.2 Sharing Information With Affiliates of the Lenders. Each Loan Party acknowledges that from time to time financial advisory, investment banking and other services may be offered or provided to the Borrower or one or more of its Affiliates (in connection with this Agreement or otherwise) by any Lender or by one or more Subsidiaries or Affiliates of such Lender and each of the Loan Parties hereby authorizes each Lender to share any information delivered to such Lender by such Loan Party and its Subsidiaries pursuant to this Agreement to any such Subsidiary or Affiliate subject to the provisions of Section 11.9.1 [General].

     11.10 Counterparts; Integration; Effectiveness.

          11.10.1 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

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contract. This Agreement and the other Loan Documents, and any separate letter agreements with respect to fees payable to the Administrative Agent, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof including any prior confidentiality agreements and commitments. Except as provided in Section 7 [Conditions Of Lending And Issuance Of Letters Of Credit], this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or e-mail shall be effective as delivery of a manually executed counterpart of this Agreement.

     11.11 CHOICE OF LAW; SUBMISSION TO JURISDICTION; WAIVER OF VENUE; SERVICE OF PROCESS; WAIVER OF JURY TRIAL.

          11.11.1 Governing Law. This Agreement shall be deemed to be a contract under the Laws of the State of New York without regard to its conflict of laws principles. Each standby Letter of Credit issued under this Agreement shall be subject either to 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 (“UCP”) or the rules of the International Standby Practices (ICC Publication Number 590) (“ISP98”), as determined by the Issuing Lender, and each trade Letter of Credit shall be subject to UCP, and in each case to the extent not inconsistent therewith, the Laws of the State of New York without regard to is conflict of laws principles.

          11.11.2 SUBMISSION TO JURISDICTION. THE 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 OHIO SITTING IN CUYAHOGA COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE NORTHERN DISTRICT OF OHIO, 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 OHIO 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 THE ADMINISTRATIVE AGENT, ANY LENDER OR THE ISSUING LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

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          11.11.3 WAIVER OF VENUE. THE 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 AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN THIS SECTION 11.11. 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 AND AGREES NOT ASSERT ANY SUCH DEFENSE.

          11.11.4 SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.5 [NOTICES; EFFECTIVENESS; ELECTRONIC COMMUNICATION]. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

          11.11.5 WAIVER OF JURY TRIAL. 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, ADMINISTRATIVE 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.

     11.12 USA Patriot Act Notice. Each Lender that is subject to the USA Patriot Act and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies Loan Parties that pursuant to the requirements of the USA Patriot Act, it is required to obtain, verify and record information that identifies the Loan Parties, which information includes the name and address of Loan Parties and other information that will allow such Lender or Administrative Agent, as applicable, to identify the Loan Parties in accordance with the USA Patriot Act.

     11.13 Joinder of Loan Party. Any Subsidiary of the Borrower that is not a Foreign Subsidiary which is required to join this Agreement as a Borrower or Guarantor pursuant to Section 8.2.4 [Loans and Investments] shall execute and deliver to the Administrative Agent (i) a Joinder Agreement in substantially the form attached hereto as Exhibit 1.1(G)(1) pursuant to which it shall join as a Guarantor each of the documents to which the Guarantors are parties; (ii) documents in the forms described in Section 7.1 [First Loans] modified as appropriate to relate to such Subsidiary; and (iii) documents necessary to grant the Administrative Agent a Lien

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on the Collateral and create a security interest in favor of the Administrative Agent for the benefit of the Lenders in all personal property held by such Subsidiary. In the case of a Permitted Acquisition, the Loan Parties cause such Joinder Agreement and related documents to be delivered to the Administrative Agent at the time of the closing of such Permitted Acquisition. In the case of a newly formed Person required to join this Agreement pursuant to Section 8.2.4, the Loan Parties shall deliver such Joinder Agreement and related documents to the Administrative Agent within five (5) Business Days after the date of the filing of such Subsidiary’s articles of incorporation if the Subsidiary is a corporation, the date of the filing of its certificate of limited partnership if it is a limited partnership or the date of its organization if it is an entity other than a limited partnership or corporation.

[SIGNATURE PAGES FOLLOW]

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[SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT]

     IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly authorized, have executed this Agreement as of the day and year first above written.

SPARTECH CORPORATION
By:
	Name:
	Title:

[SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT]

ATLAS ALCHEM PLASTICS, INC. ALCHEM PLASTICS CORPORATION ALCHEM PLASTICS, INC. SPARTECH PLASTICS, LLC By: Spartech Corporation, its sole member POLYMER EXTRUDED PRODUCTS, INC. SPARTECH POLYCAST, INC. SPARTECH TOWNSEND, INC. SPARTECH POLYCOM, INC. FRANKLIN-BURLINGTON PLASTICS, INC. SPARTECH CMD, LLC By: Spartech Plastics LLC, its managing member SPARTECH FCD, LLC By: Polymer Extruded Products, Inc., its managing member SPARTECH SPD, LLC By: Spartech Plastics, LLC, its managing member SPARTECH MEXICO HOLDING COMPANY SPARTECH MEXICO HOLDING COMPANY TWO SPARTECH MEXICO HOLDINGS, LLC By: Spartech Mexico Holding Company, its sole member CREATIVE FORMING, INC. PEPAC HOLDINGS, INC. SPARTECH RESEARCH AND DEVELOPMENT, LLC By: Spartech Corporation, its sole member
By:
	Randy C. Martin
	Vice President for all of the above

[SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT]

PNC BANK, NATIONAL ASSOCIATION, Individually and as Administrative Agent
By:
	Name:
	Title:
[OTHER LENDERS]
By:
	Name:
	Title:

EX-10.2

Exhibit 10.2

SPARTECH CORPORATION

SECOND AMENDMENT TO AMENDED AND
RESTATED NOTE PURCHASE AGREEMENT

As of June 9, 2010

To the Holders of Notes
Named in Annex 1 Hereto

Ladies and Gentlemen:

     Spartech Corporation, a Delaware corporation (the “Company”), agrees with you as follows:

1. PRELIMINARY STATEMENTS.

     1.1. Note Issuances, etc.

     Pursuant to that certain Amended and Restated Note Purchase Agreement dated as of September 10, 2008 (initially dated as of September 15, 2004) (as amended by that certain Amendment No. 1 to Amended and Restated Note Purchase Agreement dated as of July 10, 2009, and as in effect immediately prior to giving effect to the Amendments (as defined below) provided for hereby, the “Existing Note Purchase Agreement”, and as amended by this Second Amendment Agreement (as defined below) and as may be further amended, restated or otherwise modified from time to time, the “Note Purchase Agreement”) the Company issued and sold One-Hundred Fifty Million Dollars ($150,000,000) in aggregate initial principal amount of its 5.54% Senior Notes due 2016 (collectively, as amended, restated or otherwise modified from time to time as of the date hereof, and currently bearing interest at a rate of 6.58% per annum, the “Notes”). The register for the registration and transfer of the Notes indicates that the parties named in Annex 1 (the “Noteholders”) to this Second Amendment to Amended and Restated Note Purchase Agreement (the “Second Amendment Agreement”) are currently the holders of the entire outstanding principal amount of the Notes.

     1.2. Refinancing Transactions.

     Pursuant to or in connection with that certain Amended and Restated Credit Agreement, dated as of the date hereof, (the “New Credit Agreement”) by and among the Company, PNC Bank, National Association, as administrative agent, and the Lenders party thereto, the Company intends to, inter alia, refinance or repay the obligations outstanding pursuant to the Amended and Restated 2006 NPA and the Credit Agreement (the “Refinancing Transactions”).

2. DEFINED TERMS.

     Capitalized terms used herein and not otherwise defined herein have the meanings ascribed to them in the Existing Note Purchase Agreement.

3. AMENDMENTS TO THE EXISTING NOTE PURCHASE AGREEMENT.

     Subject to Section 6 of this Second Amendment Agreement, each of the undersigned Noteholders and the Company hereby agree to each of the amendments to the Existing Note Purchase Agreement as provided for by this Second Amendment Agreement and specified in Exhibit A. Such amendments are referred to herein, collectively, as the “Amendments”.

4. SUBSIDIARY GUARANTORS

     4.1 Release of Inactive Subsidiaries.

     The Company represents that each of Spartech Industries, Inc. (including Alshin Tire Corporation and X-CORE, LLC, each of which merged into Spartech Industries, Inc. on October 14, 2009) Spartech Industries Florida, Inc., Spartech Polycom (Texas), Inc. and Anjac-Doron Plastics, Inc. (collectively, the “Inactive Subsidiaries”) has no assets, and the Company has requested that the Inactive Subsidiaries be released from their respective Subsidiary Guarantees.

     Subject to Section 6 of this Agreement and provided that the Inactive Subsidiaries do not guarantee or provide other credit support as of the Effective Date in respect of the New Credit Agreement or any other credit agreement to which the Company is a party, each of the undersigned Noteholders hereby agrees to discharge each Inactive Subsidiary from all of its obligations and liabilities under its Subsidiary Guarantee (the “Release”). From and after the Effective Date, each Inactive Subsidiary shall remain subject to re-execution and re-delivery of a Subsidiary Guarantee as may be required by Section 7.6 of the Note Purchase Agreement.

     4.2 Joinder of Spartech Research and Development, LLC.

     Spartech Research and Development, LLC, a newly formed subsidiary, shall concurrently herewith execute and deliver a Subsidiary Guarantee pursuant to Section 7.6 of the Note Purchase Agreement.

5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

     To induce you to enter into this Second Amendment Agreement and to consent to the Release and Amendments, the Company represents and warrants as follows:

     5.1. Reaffirmation of Representations and Warranties.

     All of the representations and warranties contained in Section 4 of the Existing Note Purchase Agreement are correct with the same force and effect as if made by the Company on the date hereof (or, if any representation or warranty is expressly stated to have been made as of a specific date, as of such date).

     5.2. Organization, Power and Authority, etc.

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     The Company has all requisite corporate power and authority to execute and deliver and perform its obligations under this Second Amendment Agreement.

     5.3. Legal Validity.

     The execution and delivery of this Second Amendment Agreement by the Company and compliance by the Company with its obligations hereunder and under the Note Purchase Agreement: (a) are within the corporate powers of the Company; and (b) do not violate or result in any breach of, constitute a default under, or result in the creation of any Lien upon any property of the Company under the provisions of: (i) its organizational and governing documents; (ii) any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority applicable to either the Company or its property; or (iii) any agreement or instrument to which the Company is a party or by which the Company or any of its property may be bound or any statute or other rule or regulation of any Governmental Authority applicable to the Company or its property.

     This Second Amendment Agreement has been duly authorized by all necessary action on the part of the Company, has been executed and delivered by a duly authorized officer of the Company, and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, arrangement, insolvency, moratorium, or other similar laws affecting the enforceability of creditors’ rights generally and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

     5.4. No Defaults.

     As of the date hereof and after giving effect to this Second Amendment Agreement, no event has occurred and no condition exists that constitutes or would constitute a Default or an Event of Default.

     5.5. Disclosure.

     This Second Amendment Agreement and the documents, certificates or other writings delivered to the Noteholders by or on behalf of the Company in connection therewith, taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made. There is no fact known to the Company that could reasonably be expected to have a Material Adverse Effect that has not been set forth herein or in the other documents, certificates and other writings delivered to the Noteholders by or on behalf of the Company specifically for use in connection with the transactions contemplated by this Second Amendment Agreement. Except as expressly set forth in this Second Amendment Agreement, pursuant to the New Credit Agreement or otherwise disclosed in writing to the Noteholders, none of the Company, the Company’s Subsidiaries or the Company’s Affiliates has paid or will pay, directly or indirectly, any fee, charge, increased interest or other consideration to, or given any additional security or collateral to, or shortened the maturity or average life of any Indebtedness or permanently reduced any borrowing capacity in favor of or for the benefit of, any creditor of

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the Company or any creditor of any of the Company’s Subsidiaries or Affiliates as a condition to, or otherwise in connection with, the execution or delivery of this Second Amendment Agreement or similar agreement with the holders of such Indebtedness.

6. EFFECTIVENESS OF RELEASE AND AMENDMENTS.

     The Release and the Amendments shall become effective only upon the date of the satisfaction in full of the following conditions precedent (the “Effective Date”):

     6.1. Execution and Delivery of this Second Amendment Agreement.

     The Company and the Required Holders shall have executed and delivered this Second Amendment Agreement.

     6.2. Representations and Warranties True.

     The representations and warranties set forth in Section 5 shall be true and correct on such date in all respects.

     6.3. Authorization.

     The Company shall have authorized, by all necessary action, the execution, delivery and performance of all documents, agreements and certificates in connection with this Second Amendment Agreement.

     6.4. Opinion of Company Counsel.

     Each of the Noteholders shall have received an opinion, dated the date hereof, from Armstrong Teasdale LLP, special counsel for the Company, in form and substance satisfactory to such Noteholder and its counsel (and the Company hereby instructs its counsel to deliver such opinion to the Noteholders).

     6.5. Secretary’s Certificate.

     Each of the Noteholders shall have received a certificate of the Secretary or an Assistant Secretary of the Company, dated the date hereof, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of this Second Amendment Agreement, in form and substance satisfactory to the Required Holders and their counsel.

6.6. Waiver Regarding Amended and Restated 2006 NPA and Amended and Restated Intercreditor and Collateral Agency Agreement.

     Each of the Noteholders shall have received, on or before the date hereof, a fully executed copy of each of (a) that certain Waiver to Note Purchase Agreement, dated as of the date hereof, waiving certain provisions of the Amended and Restated 2006 NPA as to the 2006 Noteholders and (b) that certain Amended and Restated Intercreditor and Collateral Agency Agreement, dated as of the date hereof, in each case in form and substance satisfactory to the

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Required Holders, and the conditions to the effectiveness of each such amendment shall have been satisfied or waived.

     6.7. New Credit Agreement; Use of Proceeds.

     Each of the Noteholders shall have received, on or before the date hereof, a fully executed copy of the New Credit Agreement in form and substance satisfactory to the Required Holders. Each of the Noteholders shall have received, on or before the date hereof, evidence satisfactory to the Required Holders that (a) the obligations owing by the Company pursuant to each of the Amended and Restated 2006 NPA and that certain Fourth Amended and Restated Credit Agreement, dated as of June 2, 2006, among the Company, Bank of America, N.A., as Administrative Agent, and the other Lenders party thereto (as amended, the “Old Credit Agreement”) shall have been refinanced in full and (b) each of the Amended and Restated 2006 NPA and the Old Credit Agreement shall have been terminated by their terms.

     6.8. Special Counsel Fees.

     The Company shall have paid the reasonable fees and disbursements of Noteholders’ special counsel in accordance with Section 7 below.

     6.9. Joinder of Spartech Research and Development, LLC.

     Spartech Research and Development, LLC shall have executed and delivered to each of the Noteholders a Subsidiary Guarantee in accordance with section 4.2 hereof, in form and substance satisfactory to the Required Holders.

     6.10. Proceedings Satisfactory.

     All proceedings taken in connection with this Second Amendment Agreement and all documents and papers relating thereto shall be satisfactory to the Noteholders signatory hereto and their special counsel, and such Noteholders and their special counsel shall have received copies of such documents and papers as they or their special counsel may reasonably request in connection herewith.

7. EXPENSES.

     Whether or not the Release and Amendments become effective, the Company will promptly (and in any event within thirty (30) days of receiving any statement or invoice therefor) pay all fees, expenses and costs relating to this Second Amendment Agreement and any prior amendment or amendment and restatement of, or waiver under, the Existing Note Purchase Agreement, including, but not limited to, the reasonable fees of the Noteholders’ special counsel, Bingham McCutchen LLP, incurred in connection with the preparation, negotiation and delivery of this Second Amendment Agreement, any other such amendment, amendment and restatement or waiver, and any other documents related to any thereof. In addition, the Company will pay all such fees, expenses and costs set forth in any subsequent statement within thirty (30) days of its receipt thereof. Nothing in this Section shall limit the Company’s obligations pursuant to Section 13.1 of the Existing Note Purchase Agreement.

8. MISCELLANEOUS.

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     8.1. Part of Note Purchase Agreement; Future References, etc.

     This Second Amendment Agreement shall be construed in connection with and as a part of the Note Purchase Agreement and, except as expressly amended by this Second Amendment Agreement, all terms, conditions and covenants contained in the Existing Note Purchase Agreement are hereby ratified and shall be and remain in full force and effect. Any and all notices, requests, certificates and other instruments executed and delivered after the execution and delivery of this Second Amendment Agreement may refer to the Note Purchase Agreement without making specific reference to this Second Amendment Agreement, but nevertheless all such references shall include this Second Amendment Agreement unless the context otherwise requires.

     8.2. Counterparts, Facsimiles.

     This Second Amendment Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto. Delivery of an executed signature page by facsimile or e-mail transmission shall be effective as delivery of a manually signed counterpart of this Second Amendment Agreement.

     8.3. Governing Law.

     THIS SECOND AMENDMENT AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE.

[Remainder of page intentionally left blank. Next page is signature page.]

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     If you are in agreement with the foregoing, please so indicate by signing the acceptance below on the accompanying counterpart of this Second Amendment Agreement and returning it to the Company, whereupon it will become a binding agreement among you and the Company.

SPARTECH CORPORATION
By:
	Name:
	Title:

Signature Page to Spartech Second Amendment to
Amended and Restated Note Purchase Agreement

     The foregoing Second Amendment Agreement is hereby accepted as of the date first above written. By its execution below, each of the undersigned represents that it is the owner of one or more of the Notes and is authorized to enter into this Second Amendment Agreement in respect thereof.

[2004 Noteholder Signature Pages]

Signature Page to Spartech Second Amendment to
Amended and Restated Note Purchase Agreement

GUARANTOR ACKNOWLEDGEMENT

     Each undersigned Subsidiary Guarantor hereby acknowledges and agrees to the terms of the Second Amendment to Amended and Restated Note Purchase Agreement dated as of June 9, 2010 (the “Second Amendment”), amending that certain Amended and Restated Note Purchase Agreement dated as of September 10, 2008 (initially dated as of September 15, 2004) (as amended by that certain Amendment No. 1 to Amended and Restated Note Purchase Agreement dated as of July 10, 2009, and as may be further amended, the “Note Purchase Agreement”), among Spartech Corporation, a Delaware corporation, and the holders of Notes party thereto. Each undersigned Subsidiary Guarantor hereby confirms that the Subsidiary Guarantee to which it is a party remains in full force and effect after giving effect to the Second Amendment and continues to be the valid and binding obligation of such Subsidiary Guarantor, enforceable against such Subsidiary Guarantor in accordance with its terms, subject to any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor’s rights generally or by equitable principles including principles of commercial reasonableness, good faith and fair dealing (whether enforceability is sought by proceedings in equity or at law).

          Capitalized terms used herein but not defined are used as defined in the Note Purchase Agreement.

          Dated as of June 9, 2010

ATLAS ALCHEM PLASTICS, INC.
ALCHEM PLASTICS CORPORATION
ALCHEM PLASTICS, INC.
SPARTECH PLASTICS, LLC
By: Spartech Corporation, its sole member
POLYMER EXTRUDED PRODUCTS, INC.
SPARTECH POLYCAST, INC.
SPARTECH TOWNSEND, INC.
SPARTECH POLYCOM, INC.
FRANKLIN-BURLINGTON PLASTICS, INC.
SPARTECH CMD, LLC
By: Spartech Corporation, its managing member
SPARTECH FCD, LLC
By: Polymer Extruded Products, Inc.,
       its managing member
SPARTECH SPD, LLC
By: Spartech Plastics, LLC, its managing member
SPARTECH MEXICO HOLDING COMPANY
SPARTECH MEXICO HOLDING COMPANY TWO
SPARTECH MEXICO HOLDINGS, LLC
By: Spartech Mexico Holding Company,
       its sole member
 

Guarantor Acknowledgement to Spartech Second Amendment to
Amended and Restated Note Purchase Agreement

CREATIVE FORMING, INC. PEPAC HOLDINGS, INC. SPARTECH RESEARCH AND DEVELOPMENT, LLC By: Spartech Corporation, its sole member
By:
	Name:
	Title:

Guarantor Acknowledgement to Spartech Second Amendment to
Amended and Restated Note Purchase Agreement

Annex 1

Noteholders

Metropolitan Life Insurance Company

Metlife Insurance Company of Connecticut

Teachers Insurance and Annuity Association of America

AXA Equitable Life Insurance Company

MONY Life Insurance Company

The Variable Annuity Life Insurance Company

The Guardian Life Insurance Company of America

Massachusetts Mutual Life Insurance Company

C.M. Life Insurance Company

Primerica Life Insurance Company

Annex 1-1

EXHIBIT A

AMENDMENTS

     (a) Section 3.5 — Other Agreements. Section 3.5 of the Existing Note Purchase Agreement is hereby amended and restated in its entirety to read as follows:

     “3.5. [Reserved].”

     (b) Section 5.1 — Financial and Business Information. Section 5.1 of the Existing Note Purchase Agreement is hereby amended by (i) renumbering subsections (f) and (g) as subsections (g) and (h), respectively, and (ii) adding a new subsection (f) in its proper order to read as follows:

     “(f) Forecasts — as soon as practicable, and in any event within 90 days after the commencement of each fiscal year, a consolidated plan and financial forecast for such fiscal year, including without limitation, a forecasted consolidated balance sheet, consolidated income statement and consolidated statement of cash flow of the Company for such fiscal year;”

     (c) Section 7.9 — Total Outstandings under Credit Facility Documents. Section 7.9 of the Existing Note Purchase Agreement is hereby amended and restated in its entirety to read as follows:

     “7.9. Outstandings under Credit Facility Documents.

     The Company shall not allow the aggregate outstanding principal amount of all Loans and Letter of Credit Obligations (as such terms are defined in the Credit Agreement as in effect as of its original effective date) to exceed $200,000,000 at any time.”

     (d) Section 8.1 — Liens. Section 8.1 of the Existing Note Purchase Agreement is hereby amended by (i) deleting “and” at the end of clause (i), (ii) replacing “,” with “; and” at the end of clause (j) and (iii) adding a new clause (k) to read as follows:

     “(k) a Lien granted at the beginning of 2010 by Spartech Polycom, Inc. in favor of Satake USA Inc. to secure a purchase price obligation of approximately $310,000.”

     (e) Section 8.7 — Fixed Charge Coverage Ratio. Section 8.7 of the Existing Note Purchase Agreement is hereby amended and restated in its entirety to read as follows:

     “8.7. Fixed Charge Coverage Ratio.

     Permit the Fixed Charge Coverage Ratio to be less than (a) 1.75 to 1.00 during the fiscal quarter ended May 1, 2010, (b) 2.25 to 1.00 at the end of any fiscal quarter through and including the third fiscal quarter of 2012 and (c) 1.40 to 1.00 at the end of the fourth fiscal quarter of 2012 and thereafter.”

     (f) Section 8.8 — Leverage Ratio. Section 8.8 of the Existing Note Purchase Agreement is hereby amended and restated in its entirety to read as follows:

     “8.8. Leverage Ratio.

     Permit the Leverage Ratio to exceed 3.50 to 1.00 at any time.”

Exhibit A-1

     (g) Section 8.13 — Restricted Payments. Section 8.13 of the Existing Note Purchase Agreement is hereby amended and restated in its entirety to read as follows:

     “8.13 Restricted Payments.

     Declare or make any Restricted Payment except that (a) any Subsidiary may declare and pay Dividends to (i) the Company, (ii) a Subsidiary Guarantor and (iii) the parent of such Subsidiary; and (b) provided (i) no Default or Event of Default exists or would result therefrom, (ii) the Fixed Charge Coverage Ratio determined on a Pro Forma Basis as of the date of such Dividend or Stock Redemption is not less than (x) 2.25 to 1.00 if such date is during or prior to the third fiscal quarter of 2012 and (y) 1.40 to 1.00 if such date is after the third fiscal quarter of 2012 and (iii) the Leverage Ratio determined on a Pro Forma Basis as of the date of such Dividend or Stock Redemption is not greater than 3.00 to 1.00, then the Company may pay a Dividend or make a Stock Redemption; provided further, with respect to clause (b)(iii) immediately above, so long as the Leverage Ratio determined on a Pro Forma Basis is not greater than 3.50 to 1.00 but is greater than 3.00 to 1.00 directly due to the effect of an Acquisition occurring in the immediately preceeding fiscal quarter, and provided that the Company is in compliance with clauses (b)(i) and (b)(ii) immediately above, then the Company may pay a regularly-scheduled Dividend in an aggregate amount no greater than the aggregate Dividend paid in the immediately preceding quarter.”

     (h) Section 8.18 — Capital Expenditures. Section 8.18 of the Existing Note Purchase Agreement is hereby amended and restated in its entirety to read as follows:

     “8.18 Capital Expenditures.

     Permit Capital Expenditures of the Company and its Subsidiaries unless the Fixed Charge Coverage Ratio, determined on a Pro Forma Basis as of the date of such Capital Expenditure is not less than 2.25 to 1.00.”

     (i) Section 8.21 — Amended and Restated 2006 NPA. Section 8.21 of the Existing Note Purchase Agreement is hereby deleted in its entirety.

     (j) Section 9(c) — EVENTS OF DEFAULT. Section 9(c) of the Existing Note Purchase Agreement is hereby amended by (i) deleting “or” between “8.20” and “8.21”, (ii) replacing “,” with “or” between “8.19” and “8.20” and (iii) deleting the reference to Sections 8.21 therein.

     (k) Schedule B — Additions. Schedule B of the Existing Note Purchase Agreement is hereby amended by adding the definitions of “Pro Forma Basis” and “Specified Event” in their proper alphabetic order:

          ““Pro Forma Basis” means, with respect to the calculation of financial covenants on a pro forma basis in connection with any proposed Specified Event, the calculation of such financial covenant as if such Specified Event had occurred, and any Indebtedness of the Company incurred in connection with such Specified Event had been incurred, on the first day of the period of 4 consecutive fiscal quarters of the Company ending on or immediately prior to the date of such Specified Event for which financial

Exhibit A-2

statements have been delivered to the holders of Notes in accordance with this Agreement.”

          ““Specified Event” means any Restricted Payment, Capital Expenditure, or Acquisition.”

     (l) Schedule B — Amendments. Schedule B of the Existing Note Purchase Agreement is hereby amended by amending and restating the definitions of “Amended and Restated 2006 NPA”, “Credit Agreement”, “Fixed Charge Coverage Ratio”, “Leverage Ratio” and “Permitted Acquisitions” therein to read as follows:

          ““Amended and Restated 2006 NPA” means that certain Amended and Restated Note Purchase Agreement (initially dated as of June 5, 2006), dated as of September 10, 2008 (as amended by that certain Amendment No. 1 to Amended and Restated Note Purchase Agreement, dated as of July 10, 2009 and as may be further amended, restated or otherwise modified from time to time.”

          ““Credit Agreement” means that certain Credit Agreement, dated as of June 9, 2010, by and among the Company, PNC Bank, National Association, as administrative agent, and the Lenders party thereto, as amended, restated or otherwise modified from time to time.”

          ““Fixed Charge Coverage Ratio” means, as of any date of determination, for the Company and its Subsidiaries on a consolidated basis, the ratio of (a) the sum of (i) EBITDA minus (ii) Capital Expenditures, minus (iii) income tax expense to (b) the sum of (i) cash Consolidated Interest Expense, plus (ii) Dividends, plus (iii) Stock Redemptions, plus (iv) scheduled installment payments of principal of Consolidated Indebtedness (excluding from this clause (iv) any (x) payments of principal made in 2010 in respect of obligations outstanding under the Term Loan Documents and (y) payments of principal made in June 2010 in respect of the 2006 Notes), in each case for the four consecutive fiscal quarters most recently ended.”

          ““Leverage Ratio” means, as of any date of determination, for the Company and its Subsidiaries on a consolidated basis, the ratio of (a) Consolidated Indebtedness as of such date to (b) EBITDA for the four consecutive fiscal quarters most recently ended. For purposes of calculating the Leverage Ratio as at any date, EBITDA shall be calculated on a pro forma basis (as certified by the Company to each Noteholder) assuming that all Permitted Acquisitions made, and all divestitures completed, during the four consecutive fiscal quarters then most recently ended had been made on the first day of such period (but without adjustment for expected cost savings or other synergies); provided however, subject to the Credit Agreement containing a similar permission, EBITDA with respect to Permitted Acquisitions and permitted Asset Sales shall be calculated for purposes of the Leverage Ratio based upon a pro forma condensed income statement in a manner acceptable to the Required Holders in their reasonable discretion, which excludes (i) historical acquired expenses which will not be continuing, and (ii) income related to assets which are disposed of by the Company and its Subsidiaries, each of the foregoing as allowed under SEC Regulation S-X.”

Exhibit A-3

          ““Permitted Acquisitions” means an Acquisition (a) which is non-hostile, (b) which occurs when no Default or Event of Default exists or will result therefrom, (c) after giving effect to which, (i) the Leverage Ratio determined on a Pro Forma Basis as of the date of such Acquisition is not greater than 3.00 to 1.00 and (ii) no Default or Event of Default will exist, including as a result of any breach of any financial covenant set forth in the Agreement (in each case determined as of the date of such Acquisition on a Pro Forma Basis); and (d) which occurs when the Company has no less than $25,000,000 of pro forma undrawn availability under the facility governed by the Credit Agreement. “Permitted Acquisition” shall include the acquisition by the Company of the assets of a division of an unaffiliated company previously disclosed immediately prior to the Effective Date to the Noteholders.”

Exhibit A-4

EX-10.3

Exhibit 10.3

AMENDED AND RESTATED INTERCREDITOR
AND COLLATERAL AGENCY AGREEMENT

     This Amended and Restated Intercreditor and Collateral Agency Agreement,dated as of June 9, 2010 (this “Agreement”), is entered into by and among PNC BANK, NATIONAL ASSOCIATION, a national banking association, in its capacity as collateral agent pursuant to Section 3.1(a) of this Agreement (the “Collateral Agent”), PNC BANK, NATIONAL ASSOCIATION, a national banking association, in its capacity as Administrative Agent (as hereinafter defined) on behalf of each of the Lenders (as hereinafter defined), and each of the Noteholders (as hereinafter defined).

Recitals:

     A. Bank of America, N.A., as collateral agent and the creditors party thereto are parties to that certain Intercreditor and Collateral Agency Agreement dated September 10, 2008 (the “Existing Intercreditor Agreement”), which Existing Intercreditor Agreement is hereby amended and restated in its entirety to replace Bank of America, N.A., as collateral agent, to remove certain creditors of Spartech Corporation, a Delaware corporation (the “Borrower”) and to make certain other changes, all as set forth herein.

     B. The Borrower is a party to that certain Amended and Restated Credit Agreement, dated as of June 9, 2010 (as it has been and may be amended, restated, replaced, modified and supplemented from time to time, the “Bank Credit Agreement”), with PNC Bank, National Association, as Administrative Agent (the “Administrative Agent”) and L/C Issuer, the other agents party thereto, and the other Lenders from time to time party thereto (collectively, the “Lenders”) pursuant to which the Lenders are providing, among other things, for revolving credit loans in an aggregate amount not to exceed $150,000,000 (subject to increase up to an aggregate amount of $200,000,000 on the terms and conditions set forth therein), which revolving credit loans may be evidenced by notes (as may be amended, restated, replaced, modified, supplemented, extended and increased from time to time, the “Bank Notes”, and all revolving credit loans, whether or not represented by Bank Notes shall be referred to as the “Bank Loans”), which Bank Credit Agreement amends and restates in its entirety that certain Fourth Amended and Restated Credit Agreement, dated as of June 2, 2006, among the Borrower, various financial institutions and Bank of America, N.A., as administrative agent (as heretofore amended, modified and supplemented from time to time, the “Existing Credit Agreement”). The Lenders and/or certain of their Affiliates (as hereinafter defined) may from time to time enter into Interest Rate Hedges (as hereinafter defined) and/or Other Lender Provided Financial Service Products (as hereinafter defined).

     B. The Borrower has entered into an Amended and Restated Note Purchase Agreement dated as of September 10, 2008 (initially dated as of September 15, 2004) (as amended, restated, replaced, modified and supplemented from time to time, the “Note Agreement”) pursuant to which the Borrower issued and sold to each of the purchasers party thereto (the “Noteholders”) the Borrower’s 6.58% Senior Notes due September 15, 2016 in the original aggregate principal amount of $150,000,000 (as amended, restated, replaced, modified and supplemented from time to time, the “Senior Notes”).

     C. The Bank Obligations (as hereinafter defined) under the Bank Credit Agreement and the other Bank Loan Documents (as hereinafter defined), have been absolutely, unconditionally and irrevocably guaranteed by certain Subsidiaries (each a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”) pursuant to one or more guaranties (as may be amended, restated, replaced, modified, and supplemented from time to time and including all joinders thereto, collectively, the “Lender Guaranty Agreements”).

     D. The Noteholders’ Obligations (as hereinafter defined) under the Note Agreement and the other Senior Note Documents (as hereinafter defined), have been absolutely, unconditionally and irrevocably guaranteed by certain Subsidiaries (the “Noteholder Subsidiary Guarantors”) pursuant to one or more guaranties (as may be amended, restated, replaced, modified, and supplemented from time to time and including all joinders thereto, collectively, the “Noteholder Guaranty Agreements”).

     E. The Bank Obligations, the Noteholders’ Obligations under the Note Agreement and the other Senior Note Documents are to be secured equally and ratably, subject to distribution of proceeds as provided in Section 5.10 hereof, by the Collateral (as hereinafter defined) pursuant to that certain Amended and Restated Security Agreement dated as of June 9, 2010 by and between the Borrower, each of the Debtors (as hereinafter defined) party thereto and the Collateral Agent (the “Security Agreement”), along with the other Security Documents (as hereinafter defined) which Security Agreement amends and restates in its entirety that certain Security Agreement, dated as of September 10, 2008 (the “Existing Security Agreement”) by and between the Borrower, the debtors party thereto and Bank of America, N.A., as collateral agent. The Lenders and the Noteholders desire to appoint PNC Bank, National Association as the replacement Collateral Agent to act on behalf of the Creditors (as hereinafter defined) regarding the Collateral, all as more fully provided herein. The parties hereto have entered into this Agreement to, among other things, define the rights, duties, authority and responsibilities of the Collateral Agent and the relationship between the Creditors regarding their pari passu, subject to distribution of proceeds as provided in Section 5.10 hereof, interests in the Collateral.

     Now, therefore, in consideration of the premises and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1. Definitions.

     Section 1.1 Definitions. The following terms shall have the meanings assigned to them in this Section 1.1 or in the provisions of this Agreement referred to below:

     “Administrative Agent” shall mean the party identified as such in the Recitals hereof, and its successors and permitted assigns.

     “Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have

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meanings correlative thereto. Without limiting the generality of the foregoing, a Person shall be deemed to be Controlled by another Person if such other Person possesses, directly or indirectly, power to vote 10% or more of the Voting Equity Interests of such Person.

     “Agent-Related Person” means the Collateral Agent, together with its Affiliates, and the officers, directors, employees, agents, attorneys-in-fact, co-trustees or separate trustees of the Collateral Agent and its Affiliates.

     “Agreement” shall have the meaning assigned thereto in the Preamble hereof, and shall include such agreement as amended, supplemented, replaced, restated or otherwise modified in accordance with its terms.

     “Aggregate Commitments” shall mean the aggregate “Revolving Credit Commitments” of all of the Lenders as defined in the Bank Credit Agreement as in effect from time to time, but which in no event shall exceed $200,000,000.

     “Bank Credit Agreement” shall have the meaning assigned thereto in the Recitals hereof, and shall include such agreement as amended, supplemented, replaced, restated or otherwise modified in accordance with its terms.

     “Bank Loan Documents” shall mean the Bank Credit Agreement, the Bank Notes, the Lender Guaranty Agreements and all other agreements, documents, certificates and instruments relating to, arising out of, or in any way connected therewith or any of the transactions contemplated thereby, as each may be amended, supplemented, replaced, restated, increased, extended or otherwise modified from time to time.

     “Bank Loans” shall have the meaning assigned thereto in the Recitals hereof.

     “Bank Notes” shall have the meaning assigned thereto in the Recitals hereof.

     “Bank Obligations” shall mean and include (a) all “Obligations” as defined in the Bank Credit Agreement as in effect on the date hereof, including all L/C Exposure, (b) all Lender Provided Interest Rate Hedge Obligations owed to a Lender or a Lender Affiliate, and (c) all Other Lender Provided Financial Service Product Obligations owed to a Lender or a Lender Affiliate.

     “Bankruptcy Code” shall mean Title 11, U.S.C., as amended from time to time.

     “Bankruptcy Event of Default” shall mean the commencement of a Bankruptcy Proceeding with respect to the Borrower or any Guarantor.

     “Bankruptcy Proceeding” shall mean, with respect to any Person, a general assignment by such Person for the benefit of its creditors, or the institution by or against such Person of any proceeding seeking relief as debtor, or seeking to adjudicate such Person as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment or composition of such Person or its debts, under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking appointment of a receiver, trustee, custodian or other similar official for such Person or for any substantial part of its property.

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     “Borrower” shall have the meaning set forth in the Recitals hereof, and its successors and permitted assigns.

     “Business Day” shall mean any day other than a Saturday, a Sunday or a day on which commercial banks are authorized to close under the laws of, or are in fact closed in, the state where the Collateral Agent’s office is located.

     “Cash Equivalent Investments” shall mean: (a) direct obligations of the United States government or any agencies thereof and obligations guaranteed by the United States government, in each case having remaining terms to maturity of not more than 30 days; and (b) certificates of deposit, time deposits and acceptances, having remaining terms to maturity of not more than 30 days issued by United States banks which have a combined capital and surplus of at least $1,000,000,000 and having an “A” rating or better assigned thereto by Standard & Poor’s Ratings Group, a Division of The McGraw Hill Companies, Inc. or Moody’s Investors Service, Inc.

     “Collateral” shall mean (a) all collateral under, and cash received in respect of, the Security Documents, (b) all collateral held by the Collateral Agent or any other Creditor under the Bank Loan Documents or the Senior Note Documents, in each case as security for the Senior Secured Obligations and (c) all cash received in payment of the Senior Secured Obligations as a result of the exercise of any setoff rights of any Creditor.

     “Collateral Agent” shall mean the party identified as such in the Preamble hereof, and its successors and permitted assigns in such capacity.

     “Commitment” shall mean the commitment of the Lenders to fund further borrowing requests by the Borrower, participate in L/C Exposure and otherwise extend credit, in each case, in accordance with the Bank Credit Agreement.

     “Creditor” shall mean any one of the Administrative Agent, the Lenders, the Noteholders, and any successors and permitted assigns to the interests in the Senior Secured Obligations owing to any such Persons.

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

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

     “Equity Interest” means shares of capital stock (whether denominated as common stock or preferred stock), beneficial, partnership or membership interests, participations or other equivalents (regardless of how designated) of or in a corporation, partnership, limited liability company or equivalent entity, whether voting or non-voting.

     “Event of Default” shall mean any event or occurrence which would constitute an “Event of Default” under the terms of the Bank Credit Agreement or the Note Agreement, or an event of default under the terms of any Security Document or any Guaranty Agreement.

     “Existing Credit Agreement” shall have the meaning set forth in the Recitals hereof.

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     “Existing Intercreditor Agreement” shall have the meaning set forth in the Recitals hereof.

     “Existing Security Agreement” shall have the meaning set forth in the Recitals hereof.

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

     “Guarantors” shall mean the Subsidiary Guarantors and the Noteholder Subsidiary Guarantors and their successors and permitted assigns.

     “Guaranty Agreements” shall mean the Lender Guaranty Agreements and the Noteholder Guaranty Agreements, as each may be amended, supplemented, replaced, restated or otherwise modified from time to time.

     “Interest Rate Hedge” shall mean an interest rate hedge, collar, cap, swap, adjustable strike cap, adjustable strike corridor or similar agreements entered into the Borrower or its Subsidiaries in order to provide protection to, or minimize the impact upon, the Borrower and its Subsidiaries of increasing floating rates of interest applicable to indebtedness of the Borrower or its Subsidiaries.

     “L/C Exposure” shall mean, as of any date of determination and without duplication, the aggregate amount available to be drawn under all outstanding Letters of Credit under the Bank Credit Agreement on such date (if any Letter of Credit shall increase in amount automatically in the future, such aggregate amount available to be drawn shall currently give effect to any such future increase) plus the aggregate Reimbursement Obligations (as such term is defined in the Bank Credit Agreement as in effect on the date hereof) and L/C Borrowings (as such term is defined in the Bank Credit Agreement as in effect on the date hereof) on such date.

     “L/C Issuer” shall mean PNC Bank, National Association, and its successors and permitted assigns, as “Issuing Lender” of the Letters of Credit under the Bank Credit Agreement as in effect on the date hereof.

     “Lender Affiliate” shall mean any Affiliate of any Lender that is a party to any Lender Provided Interest Rate Hedge or any Other Lender Provided Financial Service Product.

     “Lender Exposure” shall mean, as of any date of determination, for any Lender, the sum, without duplication, of such Lender’s pro rata portion of the Aggregate Commitments; provided that if a Liquidity Event shall exist or the Commitments under the Bank Credit Agreement shall have expired or been terminated or, as of such date, the Lenders are currently refusing to make any advance requested under the Bank Loan Documents (or any notice has been given and has not been withdrawn or revoked by the Administrative Agent or the Lenders that any request for such an advance will not be honored), then “Lender Exposure” shall mean for any Lender such

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Lender’s pro rata portion of the outstanding Bank Obligations (including L/C Exposure) under the Bank Credit Agreement.

     “Lender Guaranty Agreements” shall have the meaning assigned thereto in the Recitals hereof, and shall include each additional guaranty and joinder thereof.

     “Lender Provided Interest Rate Hedge” shall mean an Interest Rate Hedge which is provided by any Lender or its Affiliate in accordance with the Bank Credit Agreement.

     “Lender Provided Interest Rate Hedge Obligations” shall mean, with respect to any Lender or any Affiliate of a Lender, any and all obligations under or in connection with or otherwise owed by the Borrower in respect of any Lender Provided Interest Rate Hedge.

     “Lenders” shall mean those parties identified as such in the Recitals hereof, and their successors and permitted assigns.

     “Letters of Credit” shall mean all letters of credit issued under or pursuant to the Bank Credit Agreement.

     “Letters of Credit Collateral Account” shall have the meaning assigned thereto in Section 5.10 hereof.

     “Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).

     “Liquidity Event” shall mean (a) the occurrence of an Event of Default which shall continue unwaived or uncured for a period of thirty consecutive days following the occurrence thereof, (b) the acceleration of (i) the Senior Notes by the Required Holders or (ii) the Bank Notes and/or Bank Loans by the Administrative Agent with the consent of the Required Lenders, (c) the termination of the Aggregate Commitments under the Bank Credit Agreement for any reason (other than a reduction resulting from the application of Net Proceeds in which each Noteholder and each Lender received a payment in an amount equal to its pro rata share of Net Proceeds as determined under this Agreement), (d) a Bankruptcy Event of Default or (e) the exercise of any right under the Guaranty Agreements or the exercise of any right of setoff, recoupment or similar right by any Creditor; in each case as to which written notice shall have been provided to the Collateral Agent.

     “Majority Creditors” means, each of (a) the Required Lenders and (b) the Required Holders, each voting as a separate class.

     “Make-Whole Amount” shall have the meaning assigned thereto in the Note Agreement as in effect on the date hereof.

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     “Net Proceeds” means, as to any property disposition by a Person, proceeds in cash, checks or other cash equivalent financial instruments as and when received by such Person, net of: (a) the direct costs relating to such disposition excluding amounts payable to such Person or any Affiliate of such Person, (b) sale, use or other transaction taxes paid or payable by such Person as a direct result thereof, and (c) amounts required to be applied to repay principal, interest and prepayment premiums and penalties on indebtedness secured by a Lien on the asset which is the subject of such disposition (other than the Lien of the Security Documents).

     “Note Agreement” shall have the meaning assigned thereto in the Recitals hereof.

     “Noteholder Guaranty Agreements” shall have the meaning assigned thereto in the Recitals hereof, and shall include each additional guaranty and joinder thereof.

     “Noteholder Subsidiary Guarantors” shall mean those parties identified as such in the Recitals hereof, each other Person that shall become obligated under the Noteholder Guaranty Agreements, and their successors and permitted assigns.

     “Noteholders” shall mean those parties identified as such in the Recitals hereof, and their successors and permitted assigns.

     “Noteholders’ Obligations” shall mean all advances to, and debt, liabilities, obligations, covenants and duties of the Borrower and any Noteholder Subsidiary Guarantor under the Senior Note Documents, 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 pursuant to the Senior Note Documents that accrues after the commencement by or against the Borrower, any Noteholder Subsidiary Guarantor or any Affiliate thereof of any proceeding under any Bankruptcy Proceeding naming such Person as the debtor in such proceeding, and any and all Make-Whole Amounts.

     “Notice of Default” shall mean a notice pursuant to Section 5.2 hereof from the Collateral Agent to the Creditors of the occurrence of a Default or an Event of Default.

     “Notice of Special Default” shall have the meaning assigned thereto in Section 5.11(a).

     “Other Lender Provided Financial Service Product” shall mean agreements or other arrangements under which any Lender or any Affiliate of a Lender provides any of the following products or services to any of the Borrower or any of its Subsidiaries: (a) credit cards, (b) credit card processing services, (c) debit cards, (d) purchase cards, (e) ACH transactions, (f) cash management, including overdrafts, controlled disbursement, accounts or services, (g) foreign currency exchange transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions, and (h) commodity swaps, commodity options, forward commodity contracts and other similar transactions.

     “Other Lender Provided Financial Service Product Obligations” shall mean, with respect to any Lender or any Affiliate of a Lender, any and all obligations under or in connection with or otherwise owed by the Borrower in respect of an Other Lender Provided Financial Service Product.

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

     “Required Holders” shall have the meaning assigned to the term “Required Holders” in the Note Agreement, as in effect on the date hereof.

     “Required Lenders” shall have the meaning assigned thereto in the Bank Credit Agreement as in effect on the date hereof.

     “Security Agreement” shall have the meaning assigned thereto in the Recitals hereof.

     “Security Documents” shall mean the Security Agreement and all other agreements, documents and instruments relating to or arising out of any of the foregoing or granting to the Collateral Agent Liens to secure the Senior Secured Obligations, whether now or hereafter executed, as may be amended, supplemented, replaced, restated or otherwise modified from time to time.

     “Senior Note Documents” shall mean the Note Agreement, the Senior Notes, the Noteholder Guaranty Agreements and all other agreements, documents, certificates and instruments relating to, arising out of, or in any way connected therewith or any of the transactions contemplated thereby, as each may be amended, supplemented, replaced, restated, increased, extended or otherwise modified from time to time.

     “Senior Notes” shall have the meaning assigned thereto in the Recitals hereof.

     “Senior Preferential Payment” shall mean any payments, property constituting Collateral, or proceeds of the Collateral, from the Borrower, any Guarantor or any other Subsidiary with respect to the Senior Secured Obligations (including, without limitation, any payments from the exercise of any setoff, recoupment or similar right) which are received by a Creditor after the occurrence of a Liquidity Event or an action described in clause (e) of the definition thereof and such payment reduces the amount of the Senior Secured Obligations owed to such Creditor as of the date of the occurrence of such Liquidity Event or action, as the case may be.

     “Senior Secured Documents” shall mean the Senior Note Documents and the Bank Loan Documents.

     “Senior Secured Obligations” shall mean collectively (a) the Bank Obligations, (b) the Noteholders’ Obligations, (c) the obligations and liabilities of the Borrower or any of the Guarantors to the Collateral Agent under this Agreement, the Security Documents and the Guaranty Agreements, in each case whether now existing or hereafter arising, joint or several, direct or indirect, absolute or contingent, due or to become due, matured or unmatured, liquidated or unliquidated, arising by contract, operation of law or otherwise, and (d) all obligations of the Borrower or any of the Guarantors to the Creditors, arising out of any extension, refinancing or refunding of any of the foregoing obligations.

     “Sharing Percentage” shall mean, as of any date of determination with respect to any Creditor, an amount equal to (a) (i) with respect to each Lender, the principal amount of such Lender’s Lender Exposure, and (ii) with respect to the Noteholders, the principal amount of all

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outstanding Noteholders’ Obligations, divided, in each case, by (b) the aggregate amounts determined pursuant to clauses (a)(i) and (a)(ii), inclusive, with respect to all Creditors.

     “Special Collateral Account” shall mean that certain interest bearing restricted account maintained by the Collateral Agent for the purpose of receiving and holding Senior Preferential Payments.

     “Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the Voting Equity Interests (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower.

     “Subsidiary Guarantors” shall mean those parties identified as such in the Recitals hereof, each other Person that shall become obligated under the Lender Guaranty Agreements, and their successors and permitted assigns.

     “Voting Equity Interests” of any Person means any Equity Interests of any class or classes having ordinary voting power for the election of at least a majority of the members of the board of directors, managing general partners or the equivalent governing body of such Person, irrespective of whether, at the time, any Equity Interests of any other class or classes or such entity shall have or might have voting power by reason of the happening of any contingency.

     Section 1.2 Other Interpretive Provisions. With reference to this Agreement, unless otherwise specified herein:

          (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 the word “shall. “Unless the context requires otherwise, (i) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (ii) the words “herein,” “hereof” and “hereunder, “and words of similar import when used in this Agreement, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, and (iii) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing 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 or supplemented from time to time.

          (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 are included for convenience of reference only and shall not affect the interpretation of this Agreement.

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     Section 1.3 Effectiveness of this Agreement. The effectiveness of this Agreement is conditioned upon (a) the execution and delivery of this Agreement by the Collateral Agent, the Lenders and the Noteholders, (b) the execution, delivery and effectiveness of the Security Documents by each of the parties thereto, (c) the execution and delivery by the Borrower of the Bank Credit Agreement and (d) the resignation of Bank of America, N.A., as collateral agent under the Existing Intercreditor Agreement and the related assignment by Bank of America, N.A., as collateral agent, to PNC Bank, National Association, as collateral agent, of the collateral under the Existing Security Agreement.

SECTION 2. Relationships Among Secured Parties.

     Section 2.1 Restrictions on Actions. Each Creditor agrees that, so long as any Senior Secured Obligations are outstanding, the provisions of this Agreement shall provide the exclusive method by which any Creditor may exercise rights and remedies under the Security Documents. For the avoidance of doubt, this Agreement shall have no effect whatsoever on the rights or remedies of any Creditor under any credit document relating to the Senior Secured Obligations to which it is party other than a Security Document. Therefore, each Creditor shall, for the mutual benefit of all Creditors, except as permitted under this Agreement:

          (a) Refrain from taking or filing any action, judicial or otherwise, to enforce any rights or pursue any remedy under the Security Documents, except for delivering notices hereunder;

          (b) Refrain from (1) selling any Senior Secured Obligations to the Borrower, any Guarantor, or any of their Affiliates and (2) accepting any guaranty of, or any other security for, the Senior Secured Obligations from the Borrower, any Guarantor or any of their Affiliates, except for (A) the Guaranty Agreements, (B) any cash collateral received by the Administrative Agent or any other Creditor pursuant to the requirements of the Bank Loan Documents or the Senior Note Documents (which cash collateral shall constitute Collateral for purposes of this Agreement) and (C) any guaranty or security granted to the Collateral Agent for the equal and ratable benefit of all Creditors; and

          (c) Refrain from exercising any rights or remedies with respect to the Senior Secured Obligations under the Security Documents which have or may have arisen or which may arise as a result of a Default or Event of Default;

provided, however, that nothing contained in subsections (a) through (c) above, shall prevent any Creditor from (1) imposing a default rate of interest in accordance with the Bank Credit Agreement or the Note Agreement, as applicable, (2) raising any defenses in any action in which it has been made a party defendant or has been joined as a third party, except that the Collateral Agent may direct and control any defense directly relating solely to the Collateral or any one or more of the Security Documents but not relating to any Creditor, which shall be governed by the provisions of this Agreement or (3) exercising any right under the Guaranty Agreements or any right of setoff, recoupment or similar right; provided that the amounts received pursuant to enforcement of the Guaranty Agreements, or so setoff or recouped shall constitute Collateral for purposes of this Agreement and such Creditor shall promptly cause such amounts to be delivered to the Collateral Agent to be distributed pursuant to Section 5.10.

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     Section 2.2 Representations and Warranties. Each of the Creditors represents and warrants to the other parties hereto that:

          (a) the execution, delivery and performance by such Creditor of this Agreement has been duly authorized by all necessary corporate or similar proceedings and does not and will not contravene any provision of law, its charter or by-laws or any amendment thereof, or of any indenture, agreement, instrument or undertaking binding upon such Creditor; and

          (b) the execution, delivery and performance by such Creditor of this Agreement will result in a valid and legally binding obligation of such Creditor enforceable in accordance with its terms.

     Section 2.3 Cooperation; Accountings. Each of the Creditors will, upon the reasonable request of the Collateral Agent, from time to time execute and deliver or cause to be executed and delivered such further instruments, and do and cause to be done such further acts as may be necessary or proper to carry out more effectively the provisions of this Agreement. Each Creditor agrees to provide the Collateral Agent upon reasonable request a statement of all payments received by it in respect of Senior Secured Obligations.

     Section 2.4 Termination of Bank Credit Agreement or the Note Agreement. Upon (a) the indefeasible payment in full of all Senior Secured Obligations owing to any Creditor in accordance with the terms hereof and (b) in the case of any Lender, the termination of such Lender’s Commitment and the cancellation or expiration of all Letters of Credit, this Agreement shall terminate as to such Creditor except for those provisions hereof that by their express terms shall survive the termination of this Agreement; provided, however, if all or any part of any payments to such Creditor are thereafter invalidated or set aside or required to be repaid to any Person in any Bankruptcy Proceeding, then this Agreement in respect of such Creditor shall be renewed as of such date and shall thereafter continue in full force and effect to the extent of the Senior Secured Obligations so invalidated, set aside or repaid.

     Section 2.5 Application of Mandatory Prepayments, Proceeds of Disposition of Collateral, other Property and Insurance Proceeds. Prior to a Liquidity Event, (a) any Net Proceeds of any mandatory prepayment required to be made (including mandatory prepayments based on a calculation of excess cash flow, mandatory prepayments from sales of assets, or mandatory prepayments from issuance of indebtedness or equity) pursuant to any of the Bank Credit Agreement or the Note Agreement and (b) any insurance proceeds paid to the Collateral Agent, shall, in each case, be applied equally and ratably, based on each Creditor’s Sharing Percentage, to the payment of the principal amounts outstanding, whether or not then due, under the Senior Secured Obligations and interest accrued with respect to such amounts so paid. After a Liquidity Event, any such Net Proceeds or other proceeds or insurance proceeds shall be held by the Collateral Agent and applied in accordance with the terms of Section 5.10 of this Agreement.

     Section 2.6 Priority of Liens. Notwithstanding any contrary provision contained in any Security Document or in the Uniform Commercial Code, any applicable law or judicial decision, or whether any Creditor has possession of all or any part of the Collateral, as among the

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Creditors the respective rights of each Creditor in respect of the Collateral shall at all times remain on a parity with one another without preference, priority or distinction and shall be shared as provided herein.

     Section 2.7 Prohibition on Contesting Liens. Each Creditor agrees that it will not (and hereby waives any right to) at any time institute, encourage or join in as a party in the institution of, or assist in the prosecution of, any action, suit or proceeding (including any Bankruptcy Proceeding) (a) contesting or challenging the validity, perfection, priority or enforceability of any Security Document, any Guaranty Agreement, or any Lien held by or for the benefit of any Creditor to secure the Senior Secured Obligations, or otherwise seeking a determination that any such Liens are invalid, unperfected or avoidable or are or should be subordinated to the interests of any Person, (b) contesting or challenging any collection, enforcement, disposition or acceptance of, or other remedial action with respect to, the Collateral by any Creditor to the extent related to satisfying Senior Secured Obligations and permitted by this Agreement or (c) contesting or challenging the validity or enforceability of this Agreement.

     Section 2.8 Restrictions on Material Amendments. Each of the Bank Loan Documents and the Senior Note Documents may be amended, supplemented or otherwise modified in accordance with their respective terms; provided, however, no such amendment, supplement or modification shall:

          (a) provide for an increase in (i) the principal amount owing in respect of the Senior Note Documents in excess of the amount outstanding on the date of this Agreement and (ii) the Aggregate Commitments in an amount in excess of $200,000,000.00.

          (b) increase the interest rate or yield provisions applicable to any of the Bank Obligations or the Noteholders’ Obligations by more than 2.0% per annum in the aggregate (excluding increases (i) resulting from increases in any underlying reference rate or as a result of a change in the Leverage Ratio (as defined in the Bank Credit Agreement) or (ii) resulting from the accrual of interest at a default rate),

          (c) increase (or have the effect of increasing) the amount of any mandatory prepayment that is required to be made under the Bank Loan Documents or the Senior Note Documents or adding any additional events or conditions thereto which require mandatory prepayments as a result thereof,

          (d) change to earlier dates the dates upon which payments of principal and/or interest on any of the Bank Obligations or the Noteholders’ Obligations are due, or

          (e) change any terms or provisions of the Bank Loan Documents or the Senior Note Documents, including covenants and events of default, in any manner that makes such terms or provisions more restrictive, in any material respect, than the terms and provisions set forth in the Bank Loan Documents or the Senior Note Documents.

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SECTION 3. Appointment and Authorization of Collateral Agent; Appointment of Co-Agents.

     Section 3.1 Appointment and Authorization of Collateral Agent.

          (a) Each Creditor hereby designates and appoints PNC Bank, National Association, as the Collateral Agent of such Creditor under this Agreement and the Security Documents and PNC Bank, National Association hereby accepts such designation and appointment. The appointment made by this Section 3.1(a) is given for valuable consideration and coupled with an interest and is irrevocable so long as (i) the Senior Secured Obligations, or any part thereof, shall remain unpaid or (ii) any Lender is obligated to fund any borrowing under the Bank Loan Documents.

          (b) Each Creditor has reviewed the Security Documents in effect as of the date of this Agreement and hereby irrevocably authorizes PNC Bank, National Association as the Collateral Agent for such Creditor to (1) execute and enter into each of the Security Documents and all other instruments relating to said Security Documents, (2) to take action on its behalf expressly permitted to perfect, maintain and preserve the Liens granted thereby, (3) to execute instruments of release or to take such other action necessary to release Liens upon the Collateral to the extent authorized by this Agreement, the relevant Security Documents or the requisite Creditors and (4) to exercise such other powers and perform such other duties as are, in each case, expressly delegated to the Collateral Agent by the terms hereof.

          (c) Notwithstanding any provision to the contrary elsewhere in this Agreement or the Security Documents, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein or therein or any trust or fiduciary relationship with any Creditor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any Security Document or otherwise exist against the Collateral Agent.

     Section 3.2 Appointment of Co-Agents. At any time or times, in order to comply with any legal requirement in any jurisdiction, the Collateral Agent may appoint a bank or trust company or one or more other Persons reasonably acceptable to the Majority Creditors, either to act as co-agent or co-agents, jointly with the Collateral Agent, or to act as separate agent or agents on behalf of the Creditors with such power and authority as may be necessary for the effectual operation of the provisions hereof and of the Security Documents and as may be specified in the instrument of appointment.

     Section 3.3 Collateral Agent’s Fees and Expenses. By its execution of this Agreement, Borrower agrees to, and shall, pay the Collateral Agent the agency fees set forth in the schedule of fees executed by Borrower and the Collateral Agent. The Borrower agrees to reimburse the Collateral Agent for reasonable costs and expenses (including the reasonable fees, expenses and disbursements of counsel to the Collateral Agent) incurred by the Collateral Agent including, but not limited to, those costs and expenses incurred in connection with: (i) the consummation of the transactions contemplated by this Agreement and the Security Documents and (ii) the negotiation and preparation of this Agreement and all other documents, instruments and certificates executed in connection therewith.

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     Section 3.4 Indemnification by Borrower. By its execution of this Agreement, the Borrower agrees to indemnify the Collateral Agent and its affiliates, partners, directors, officers, employees, agents and advisors (each such person being called an “Indemnitee”) against and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including fees, charges and disbursements of counsel to the Indemnitees, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of the execution, performance or delivery of this Agreement, the performance by the parties hereto of their respective obligations hereunder and any claim, litigation, investigation or proceeding relating specifically to the foregoing; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee.

SECTION 4. Agency Provisions.

     Section 4.1 Delegation of Duties. The Collateral Agent may exercise its powers and execute any of its duties under this Agreement and the Security Documents jointly with any co-trustee or co-trustees appointed pursuant to Section 3.2 or by or through employees, agents, attorneys-in-fact or separate trustees appointed pursuant to Section 3.2 and shall be entitled to take and to rely on advice of counsel concerning all matters pertaining to such powers and duties. The Collateral Agent shall not be responsible for the negligence or misconduct of any agents, attorneys-in-fact, co-trustees or separate trustees selected by it with reasonable care. Subject to Section 3.2, the Collateral Agent may utilize the services of such Persons as the Collateral Agent in its sole discretion may determine, and all reasonable fees and expenses of such Persons shall be borne by the Borrower.

     Section 4.2 Exculpatory Provisions. No Agent-Related Person shall be (a) liable for any action reasonably believed by it to be lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any Security Document (except for its or such Person’s own gross negligence or willful misconduct) or (b) responsible in any manner to any of the Creditors for any recitals, statements, representations or warranties made by the Borrower, any Guarantor, any other Debtor or any Creditor or any officer of any thereof contained in any Security Document or in any certificate, report, statement or other document referred to or provided for in, or received by, the Collateral Agent under or in connection with this Agreement, any Security Document or any other document in any way connected therewith, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Security Documents or any Lien under the Security Documents or the perfection or priority of any such Lien or for any failure of the Borrower, any Guarantor or any other Debtor to perform its obligations thereunder. No Agent-Related Person shall be under any obligation to the Creditors to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, the Security Documents.

     Section 4.3 Reliance by Collateral Agent. The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation reasonably believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and

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statements of legal counsel (including, without limitation, counsel to the Borrower), independent accountants and other experts selected by the Collateral Agent. The Collateral Agent shall be fully justified in failing or refusing to take action under this Agreement or the Security Documents unless it shall first receive such advice or concurrence of the Majority Creditors as is contemplated by Section 5 hereof and it shall first be indemnified to its reasonable satisfaction by the Creditors against any and all liability and expense which may be incurred by it by reason of taking, continuing to take or refraining from taking any such action. The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Security Documents in accordance with the provisions of Section 5.5 hereof and in accordance with written instructions of the Majority Creditors pursuant to Section 5.3 hereof, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Creditors and all future holders of the Senior Secured Obligations.

     Section 4.4 Knowledge or Notice of Default, Event of Default, Bankruptcy Event of Default or Acceleration. The Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default, Event of Default, Bankruptcy Event of Default or the acceleration of any of the Senior Secured Obligations (and no knowledge of such event by PNC Bank, National Association in its capacity as Administrative Agent or as a Creditor shall be imputed to the Collateral Agent) unless the Collateral Agent has received written notice from a Creditor, the Borrower or a Guarantor referring to the Bank Credit Agreement or the Note Agreement, describing such Default, Event of Default, Bankruptcy Event of Default or acceleration, setting forth in reasonable detail the facts and circumstances thereof and stating that the Collateral Agent may rely on such notice without further inquiry.

     Section 4.5 Non-Reliance on Collateral Agent and Other Creditors. Each Creditor expressly acknowledges that except as expressly set forth in this Agreement, neither the Collateral Agent nor any of the Collateral Agent’s officers, directors, employees, agents, attorneys-in-fact, co-trustees, separate trustees or Affiliates has made any representations or warranties to it and that no act by the Collateral Agent hereinafter taken, including any review of the affairs of the Borrower, any Guarantor or any other Debtor, shall be deemed to constitute any representation or warranty by the Collateral Agent to any Creditor. Each Creditor represents that it has, independently and without reliance upon the Collateral Agent or any other Creditor, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Borrower, the Guarantors and each other Debtor. Each Creditor also represents that it will, independently and without reliance upon the Collateral Agent or any other Creditor, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under the Security Documents and this Agreement and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Borrower, the Guarantors and the other Debtors. Except for notices, reports and other documents expressly required to be furnished to the Creditors by the Collateral Agent hereunder or under any Security Document, the Collateral Agent shall not have any duty or responsibility to provide the Creditors with any credit or other information concerning the business, operations, property, financial and other condition or creditworthiness of the Borrower, any Guarantor or any other Debtor which may come into the possession of the Collateral Agent

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or any of its officers, directors, employees, agents, attorneys-in-fact co-trustees, separate trustees or Affiliates.

     Section 4.6 INDEMNIFICATION. EACH CREDITOR SHALL INDEMNIFY EACH AGENT-RELATED PERSON (TO THE EXTENT NOT REIMBURSED BY THE BORROWER AND WITHOUT LIMITING THE OBLIGATION OF THE BORROWER TO DO SO), RATABLY ACCORDING TO ITS RESPECTIVE SHARE, IF ANY, AS OF THE DATE ON WHICH SUCH ALLEGED ACTIONS OR OMISSIONS AS DESCRIBED BELOW IN THIS SECTION 4.6 OCCUR OR ARE ALLEGED TO HAVE OCCURRED, OF THE SUM OF (A) THE AGGREGATE AMOUNT OF LENDER EXPOSURE AND (B) THE AGGREGATE PRINCIPAL AMOUNT OF INDEBTEDNESS EVIDENCED BY THE SENIOR NOTES, FROM AND AGAINST ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS OF ANY KIND WHATSOEVER WHICH MAY AT ANY TIME (INCLUDING, WITHOUT LIMITATION, AT ANY TIME FOLLOWING AN EVENT OF DEFAULT OR THE PAYMENT OF THE SENIOR SECURED OBLIGATIONS) BE IMPOSED ON, INCURRED BY OR ASSERTED AGAINST ANY AGENT-RELATED PERSON ARISING OUT OF ACTIONS OR OMISSIONS OF ANY AGENT-RELATED PERSON SPECIFICALLY REQUIRED OR PERMITTED BY THIS AGREEMENT OR BY THE EXERCISE OF REMEDIES PURSUANT TO WRITTEN INSTRUCTIONS OF THE MAJORITY CREDITORS PURSUANT TO SECTION 5.3 HEREOF (INCLUDING WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF ANY AGENT-RELATED PERSON); PROVIDED THAT NO CREDITOR SHALL BE LIABLE FOR THE PAYMENT OF ANY PORTION OF SUCH LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS RESULTING SOLELY FROM ANY AGENT-RELATED PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. THE AGREEMENTS IN THIS SECTION 4.6 SHALL SURVIVE THE PAYMENT OF THE SENIOR SECURED OBLIGATIONS.

     Section 4.7 Collateral Agent in Its Individual Capacity. PNC Bank, National Association and its Affiliates may make loans to, accept deposits from and generally engage in any kind of business with the Borrower, the Guarantors, any other Debtor and their Affiliates as though such Person was not the Collateral Agent hereunder. With respect to any obligations owed to it under the Bank Credit Agreement, PNC Bank, National Association shall have the same rights and powers under this Agreement as any Creditor and may exercise the same as though it were not the Collateral Agent, and the terms “Creditor” and “Creditors” shall include PNC Bank, National Association in its individual capacity.

     Section 4.8 Successor Collateral Agent.

          (a) The Collateral Agent may resign at any time upon 60 days’ written notice to the Creditors and the Borrower, and may be removed, without cause by the Majority Creditors or with cause by the Required Lenders or the Required Holders, by written notice to the Borrower, the Collateral Agent and the Creditors. After any resignation or removal hereunder of

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the Collateral Agent, the provisions of this Section 4 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it in its capacity as the Collateral Agent hereunder while it was the Collateral Agent under this Agreement.

          (b) Upon receiving written notice of any such resignation or removal, a successor Collateral Agent shall be appointed by the Majority Creditors; provided, however, that such successor Collateral Agent shall be (1) a bank or trust company having a combined capital and surplus of at least $1,000,000,000, subject to supervision or examination by a Federal or state lending authority and (2) authorized under the laws of the jurisdiction of its incorporation or organization to assume the functions of the Collateral Agent. If a successor Collateral Agent shall not have been appointed pursuant to this Section 4.8(b) within such 60 day period after the Collateral Agent’s resignation or upon removal of the Collateral Agent, then any Creditor or the Collateral Agent (unless the Collateral Agent is being removed) may petition a court of competent jurisdiction for the appointment of a successor Collateral Agent. Such court shall, after such notice as it may deem proper, appoint a successor Collateral Agent meeting the qualifications specified in this Section 4.8(b). The Creditors hereby consent to such petition and appointment so long as such criteria are met. If a successor Collateral Agent shall not have been appointed pursuant to this Section 4.8(b) within 60 days after the Collateral Agent’s resignation or upon removal of the Collateral Agent, then the resignation or removal shall nonetheless become effective and the Creditors acting collectively shall thereafter have the rights and obligations of the Collateral Agent hereunder and under the Security Documents until a successor Collateral Agent has been appointed and accepted such appointment. The appointment of a successor Collateral Agent pursuant to this Section 4.8(b) shall become effective upon the acceptance of the appointment as Collateral Agent hereunder by a successor Collateral Agent. Upon such effective appointment, the successor Collateral Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent.

          (c) The resignation or removal of a Collateral Agent shall take effect on the day specified in the notice described in Section 4.8(a), unless previously a successor Collateral Agent shall have been appointed and shall have accepted such appointment, in which event such resignation or removal shall take effect immediately upon the acceptance of such appointment by such successor Collateral Agent, provided, however, subject to Section 4.8(b) hereof, that no such resignation or removal shall be effective hereunder unless and until a successor Collateral Agent shall have been appointed and shall have accepted such appointment.

          (d) Upon the effective appointment of a successor Collateral Agent, the successor Collateral Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent and the predecessor Collateral Agent hereby appoints the successor Collateral Agent the attorney-in-fact of such predecessor Collateral Agent to accomplish the purposes hereof, which appointment is coupled with an interest. Such appointment and designation shall be full evidence of the right and authority to act as Collateral Agent hereunder and all Collateral, power, trusts, duties, documents, rights and authority of the previous Collateral Agent shall rest in the successor, without any further deed or conveyance. The predecessor Collateral Agent shall, nevertheless, on the written request of the Majority Creditors or successor Collateral Agent, execute and deliver any other such instrument transferring to such successor Collateral Agent all the Collateral, properties, rights, power, trust, duties, authority and title of such predecessor. The Borrower, the Guarantors and the other

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Debtors, to the extent requested by the Majority Creditors or the Collateral Agent shall procure any and all documents, conveyances or instruments and execute same, to the extent required, in order to reflect the transfer to the successor Collateral Agent.

     Section 4.9 Determination of Amounts of Senior Secured Obligations. Whenever the Collateral Agent is required to determine the existence or amount of any of the Senior Secured Obligations or any portion thereof, it shall be entitled, absent manifest error, to make such determination on the basis of one or more certificates of the Creditor holding such Senior Secured Obligations (or of an authorized agent of the same); provided, however, that if, notwithstanding the written request of the Collateral Agent, any Creditor shall fail or refuse within twenty (20) Business Days of such written request to certify as to the existence or amount of any Senior Secured Obligations or any portion thereof owed to it, the Collateral Agent shall be entitled to determine such existence or amount by such method as the Collateral Agent may, in its sole discretion, determine, including by reliance upon a certificate of the Borrower; provided, further, that, promptly following determination of any such amount, the Collateral Agent shall notify such Creditor, in writing, of such determination and thereafter shall correct any error that such Creditor brings to the attention of the Collateral Agent. The Collateral Agent may rely conclusively, and shall be fully protected in so relying, on any determination made by it in accordance with the provisions of the preceding sentence (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to the Borrower, any Subsidiary, any Creditor or any other person as a result of any action taken by the Collateral Agent based upon such determination prior to receipt of notice of any error in such determination.

SECTION 5. Actions by the Collateral Agent.

     Section 5.1 Duties and Obligations. The duties and obligations of the Collateral Agent are only those expressly set forth in this Agreement and in the Security Documents.

     Section 5.2 Notification of Default or Acceleration. If the Collateral Agent has been notified in writing as provided in Section 4.4 that a Default or an Event of Default has occurred or that any of the Senior Secured Obligations have been accelerated, the Collateral Agent shall notify the Creditors and may notify the Borrower of such determination. Any Creditor that has actual knowledge of a Default or an Event of Default or that any of the Senior Secured Obligations have been accelerated, or facts which indicate that a Default or an Event of Default has occurred or that any of the Senior Secured Obligations have been accelerated, shall deliver to the Collateral Agent a written statement to such effect. Failure to do so, however, does not constitute a waiver of any such Default or Event of Default by any Creditor. Upon receipt of a notice described herein or in Section 4.4 from a Creditor of the occurrence of a Default or an Event of Default or that any of the Senior Secured Obligations have been accelerated, the Collateral Agent shall promptly (and in any event no later than ten Business Days after receipt of such notice in the manner provided in Section 7.9 hereof) issue its “Notice of Default” to all Creditors. The Notice of Default may contain a recommendation of actions by the Creditors and/or request instructions from the Creditors as to specific matters and shall specify the date on which responses are due in order to be timely within Section 5.4 hereof.

     Section 5.3 Actions of Collateral Agent; Exercise of Remedies. If (a) the Required Lenders shall have accelerated the Bank Loans or (b) the Required Holders shall have

18

accelerated the Senior Notes, then upon the request of the Required Lenders or the Required Holders, the Collateral Agent shall promptly initiate and prosecute proceedings to foreclose or otherwise realize upon the Collateral, the proceeds of which shall be distributed as provided herein. Except as described in the preceding sentence and for actions taken pursuant to Section 5.8, the Collateral Agent shall take only such actions and exercise only such remedies under the Security Documents as are approved in a written notice delivered to the Collateral Agent and signed by the Majority Creditors. The Creditors shall use commercially reasonable efforts to provide instructions to the Collateral Agent in a prompt manner.

     Section 5.4 Instructions from Creditors. If any Creditor does not respond in a timely manner to any notice from the Collateral Agent or request for instructions within the time period specified by the Collateral Agent in a Notice of Default or request for instructions, the Senior Secured Obligations held by such Creditor shall be deemed to have voted against any action set forth in such notice or request for instructions.

     Section 5.5 Protective Advances. If the Collateral Agent has asked the Creditors for instruction to make a payment with regard to a Default or Event of Default which the Collateral Agent, in good faith, believes to be required to maintain and protect the Collateral and if the Majority Creditors have not yet responded to such request, the Collateral Agent shall be authorized to make such payment, but shall not be required to make such payment and shall in no event have any liability for failure to make such payment.

     Section 5.6 Changes to Security Documents. Any term of the Security Documents may be amended, and the performance or observance by the parties to a Security Document of any term of such Security Document may be waived (either generally or in a particular instance and either retroactively or prospectively) by the Collateral Agent only upon the written consent of the Majority Creditors; provided that no amendment to the Security Documents which changes the obligations being secured thereby, releases all or substantially all of the Collateral, changes any payment (whether by altering the amount, priority, timing or other thereof) to any Creditor, materially and adversely affects the rights of any Creditor relative to the rights of the other Creditors or amends the definition of “Majority Creditors” may be made without the written consent of all of the Creditors.

     Notwithstanding the foregoing, the Collateral Agent may, without the consent of the Majority Creditors, amend the Security Documents (a) to add property hereafter acquired by the Borrower, any Guarantor or any other Debtor intended to be subjected to the Security Documents or to correct or amplify the description of any property subject to the Security Documents and (b) to cure any ambiguity or cure, correct or supplement any defective provisions of the Security Documents (so long as the same shall in no respect be adverse to the interest of any Creditor).

     Section 5.7 Release of Collateral. The Collateral Agent may, without the approval of the Majority Creditors as required by Section 5.6 hereof, release any Collateral under the Security Documents which is expressly permitted to be sold or disposed of by the Borrower and its Affiliates, including, without limitation, the Guarantors, pursuant to all Senior Secured Documents and execute and deliver such releases as may be necessary to terminate of record the Collateral Agent’s security interest in such Collateral. In determining whether any such release is

19

permitted, the Collateral Agent may rely upon instructions from the Required Lenders in respect of the Bank Loan Documents and the Required Holders in respect of the Note Agreement.

     Section 5.8 Other Actions. The Collateral Agent shall have the right to take such actions, or omit to take such actions, hereunder and under the Security Documents not inconsistent with the written instructions of the Majority Creditors delivered pursuant to Section 5.3 hereof or the terms of this Agreement, including actions the Collateral Agent deems necessary or appropriate to perfect or continue the perfection of the Liens on the Collateral, or protect the Collateral, for the benefit of the Creditors. Except as otherwise provided by applicable law, the Collateral Agent shall have no duty as to the collection or protection of the Collateral or any income thereon, nor as to the preservation of rights against prior parties, nor as to the preservation of rights pertaining to the Collateral beyond the safe custody of any Collateral in the Collateral Agent’s actual possession.

     Section 5.9 Cooperation. To the extent that the exercise of the rights, powers and remedies of the Collateral Agent in accordance with this Agreement requires that any action be taken by any Creditor, such Creditor shall take such action and cooperate with the Collateral Agent to ensure that the rights, powers and remedies of all Creditors are exercised in full.

     Section 5.10 Distribution of Proceeds. All amounts owing with respect to the Senior Secured Obligations shall be secured pro rata by the Collateral without distinction as to whether some Senior Secured Obligations are then due and payable and other Senior Secured Obligations are not then due and payable. Upon the occurrence of and following a Liquidity Event with respect to any amounts received by the Collateral Agent from any Creditor under Section 5.11 hereof, or upon any realization upon the Collateral and/or the receipt of any payments under any Security Document, enforcement of any Guaranty Agreement or exercise of any right of setoff or recoupment by any Creditor, the Creditors agree that the proceeds thereof shall be applied as follows: (a) first, to the amounts owing to the Collateral Agent (solely in its capacity as such) by the Borrower, the Guarantors, the other Debtors, or the Creditors pursuant to this Agreement or the Security Documents, including, without limitation, payment of expenses incurred by the Collateral Agent with respect to maintenance and protection of the Collateral and of expenses incurred with respect to the sale of or realization upon any of the Collateral or the perfection, enforcement or protection of the rights of the Creditors (including reasonable attorneys’ fees and expenses of every kind); (b) second, equally and ratably to the payment of the reasonable costs and expenses of the various Creditors (including reasonable attorneys’ fees) incurred directly in connection with the enforcement of this Agreement, the Bank Loan Documents, the Senior Note Documents, the Security Documents and the Guaranty Agreements, according to the aggregate amounts thereof then owing to each Creditor; (c) third, equally and ratably to the payment of all amounts of interest outstanding which constitute the Senior Secured Obligations (other than interest in respect of any Make-Whole Amounts) according to the aggregate amounts of such interest then owing to each Creditor; (d) fourth, equally and ratably to (i) all amounts of principal and L/C Exposure outstanding with respect to the Senior Secured Obligations and (ii) without duplication, all amounts then due to a Creditor in respect of Other Lender Provided Financial Service Product Obligations and Lender Provided Interest Rate Hedge Obligations, according to the aggregate amounts of the foregoing then owing to each Creditor; (e) fifth, without duplication, equally and ratably, breakage costs and Make-Whole Amounts (and including interest in respect of any Make-Whole Amounts) which constitute Senior Secured Obligations

20

according to the aggregate amounts of the foregoing then owing to each Creditor; (f) sixth, equally and ratably to all other amounts then due to the Creditors under the Bank Credit Agreement and the Note Agreement (including fees and expenses not theretofore paid pursuant to clause “second” above) according to the aggregate amounts thereof then owing to each Creditor; and (g) seventh, the balance, if any, shall be returned to the Borrower, the applicable Guarantor, the applicable Debtor or such other Persons as are entitled thereto.

     Any payment required to be made by the Collateral Agent pursuant to this Section 5.10 with respect to the outstanding amount of any undrawn Letters of Credit shall be held by the Collateral Agent on deposit in an account (the “Letters of Credit Collateral Account”) to be held as collateral for the Senior Secured Obligations and disposed of as provided herein. On each date on which a payment is made to a beneficiary pursuant to a draw on a Letter of Credit, the Collateral Agent shall distribute from the Letters of Credit Collateral Account for application to the payment of the reimbursement obligation due to the Lenders with respect to such draw an amount equal to the product of (1) the amount then on deposit in the Letters of Credit Collateral Account, and (2) a fraction, the numerator of which is the amount of such draw and the denominator of which is the outstanding amount of all undrawn Letters of Credit immediately prior to such draw. On each date on which a reduction in the outstanding amount of undrawn Letters of Credit occurs other than on account of a payment made to a beneficiary pursuant to a draw on a Letter of Credit, then the Collateral Agent shall distribute from the Letters of Credit Collateral Account an amount equal to the product of (1) the amount then on deposit in the Letters of Credit Collateral Account, and (2) a fraction, the numerator of which is the amount of such reduction in the outstanding amount of undrawn Letters of Credit and the denominator of which is the outstanding amount of all undrawn Letters of Credit immediately prior to such reduction, which amount shall be distributed as provided in the first paragraph of this Section 5.10. At such time as the outstanding amount of all undrawn Letters of Credit is reduced to zero, any amount remaining in the Letters of Credit Collateral Account, after the distribution therefrom as provided above, shall be distributed as provided in the first paragraph of this Section 5.10.

     Section 5.11 Senior Preferential Payments and Special Collateral Account.

          (a) The Collateral Agent shall give each Creditor a written notice (a “Notice of Special Default”) promptly, but no later than, three Business Days after being notified in writing by a Creditor that a Liquidity Event has occurred.

          (b) Each Creditor agrees that upon the occurrence of a Liquidity Event it shall (1) promptly notify the Collateral Agent of the receipt of any Senior Preferential Payments, (2) hold such amounts in trust for the Creditors and act as agent of the Creditors during the time any such amounts are held by it and (3) deliver to the Collateral Agent such amounts for deposit into the Special Collateral Account. Each Creditor agrees that no Default or Event of Default shall occur as a result of payments so made on a timely basis to the Collateral Agent.

          (c) If (i) a Liquidity Event shall have occurred and shall be continuing, or (ii) the Majority Creditors have instructed the Collateral Agent to foreclose on the Collateral, seek the appointment of a receiver, commence litigation against any Borrower or any Guarantor, liquidate the Collateral, commence a Bankruptcy Proceeding against any Borrower or any

21

Guarantor, seize Collateral, or exercise other remedies of similar character, then all funds, together with interest earned thereon, held in the Special Collateral Account and all subsequent Senior Preferential Payments shall be applied promptly in accordance with the provisions of Section 5.10 above.

     Section 5.12 Authorized Investments. Any and all funds held by the Collateral Agent in its capacity as Collateral Agent, whether pursuant to any provision of any of the Security Documents or otherwise, may to the extent feasible within a reasonable time be invested by the Collateral Agent in Cash Equivalent Investments. Any interest earned on such funds shall be disbursed to the Creditors in accordance with Section 5.10 or Section 5.11, as applicable. The Collateral Agent may hold any such funds in a common interest bearing account. To the extent that the interest rate payable with respect to any such account varies over time, the Collateral Agent may use an average interest rate in making the interest allocations among the respective Creditors. The Collateral Agent shall have no duty to place funds held pursuant to this Section 5.12 in investments which provide a maximum return; provided, however, that the Collateral Agent may to the extent feasible invest funds in Cash Equivalent Investments with reasonable promptness. In the absence of gross negligence or willful misconduct, the Collateral Agent shall not be responsible for any loss of any funds invested in accordance with this Section 5.12.

     Section 5.13 Restoration of Obligations. For the purposes of determining the amount of outstanding Senior Secured Obligations, if any Creditor is required to deposit any Senior Preferential Payment in the Special Collateral Account, then the obligations intended to be satisfied by such Senior Preferential Payment shall be revived, as of the date of the deposit of such amount with the Collateral Agent, in the amount of such Senior Preferential Payment and such obligation shall continue in full force and effect (and bear interest from such deposit date at the non-default rate provided in the underlying document) as if such Creditor had not received such payment. All such revived obligations shall be included as Senior Secured Obligations for purposes of allocating any payments under Section 5.10 and for applying the definition of Majority Creditors. If any such revived obligation shall not be allowed as a claim under the Bankruptcy Code due to the fact that the Senior Preferential Payment has in fact been made by the Borrower, the Creditors shall make such other equitable arrangements for the purchase and sale of participations in the Senior Secured Obligations and shall execute and deliver such agreements as are necessary to evidence such arrangements, in each case in order to effectuate the intent of this Section 5.13.

     Section 5.14 Bankruptcy Preferences. If any payment on account of a Senior Secured Obligation to a Creditor is subsequently invalidated, declared to be fraudulent or preferential or set aside and is required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, and such Creditor has previously made a deposit in respect of such payment into the Special Collateral Account pursuant to Section 5.11, then the Collateral Agent shall distribute to such Creditor proceeds from the Special Collateral Account in an amount equal to such deposit or so much thereof as is affected by such events together with any interest earned thereon (which amount of interest shall not exceed the amount of interest, if any, such Creditor is then required to repay) and if, due to previous disbursements to the Creditors pursuant to Section 5.11(c), the proceeds in the Special Collateral Account are insufficient for such purpose, then each other Creditor shall pay to such

22

Creditor upon demand an amount equal to a ratable portion of such disbursements of the deposit and interest thereon which was distributed to each such Creditor according to the aggregate amounts so distributed to each such Creditor.

SECTION 6. Bankruptcy Proceedings.

     The following provisions shall apply during any Bankruptcy Proceeding of the Borrower or any Guarantor:

          (a) The Collateral Agent shall represent all Creditors in connection with all matters directly relating solely to the Collateral, including, without limitation, use, sale or lease of Collateral, use of cash collateral, relief from the automatic stay and adequate protection. The Collateral Agent shall act on the instructions of the Majority Creditors; provided that no such vote by the Majority Creditors shall treat the Lenders and the Noteholders differently with respect to rights in the Collateral.

          (b) Each Creditor shall be free to act independently on any issue not directly relating solely to the Collateral. Each Creditor shall give prior notice to the Collateral Agent of any action hereunder to the extent that such notice is possible. If such prior notice is not given, such Creditor shall give prompt notice following any action taken hereunder.

          (c) Any proceeds of the Collateral received by any Creditor as a result of, or during, any Bankruptcy Proceeding will be delivered promptly to the Collateral Agent for distribution in accordance with Section 5.10.

     Notwithstanding anything in this Agreement to the contrary, each Creditor shall be free to act independently on any issue not directly relating to the Collateral, and nothing herein shall be interpreted to preclude any Creditor from filing a proof of claim with respect to its Senior Secured Obligations or from casting its vote, or abstaining from voting, for or against confirmation of a plan of reorganization in its sole discretion. Notwithstanding anything in this Agreement to the contrary, if the Majority Creditors have not agreed upon the directions to be given to the Collateral Agent in connection with a particular issue in a Bankruptcy Proceeding, each Creditor (if such Creditor has reasonably determined that the Majority Creditors have not agreed upon the directions to be given to the Collateral Agent in connection with a particular issue, and the Collateral Agent shall have no duty to determine if the Majority Creditors have not agreed on a particular issue) shall have the independent right to initiate an action or actions in such Bankruptcy Proceeding in its individual capacity and to appear and be heard on such issue before the bankruptcy or other applicable court in such Bankruptcy Proceeding with respect to such disputed issue, and such disputed issue may include, without limitation, issues with respect to any question concerning relief from the automatic stay, the post-petition usage of Collateral and post-petition financing arrangements.

SECTION 7. Miscellaneous.

     Section 7.1 Creditors; Other Collateral. The Creditors agree that all of the provisions of this Agreement shall apply to any and all properties, assets and rights of the Borrower, the Guarantors and the other Debtors, in which the Collateral Agent or any Creditor at any time acquires a security interest or Lien pursuant to the Security Documents, the Bank Loan

23

Documents or the Senior Note Documents as security for the Senior Secured Obligations, including, without limitation, real property or rights in, on or over real property, notwithstanding any provision to the contrary in any mortgage, leasehold mortgage or other document purporting to grant or perfect any Lien in favor of the Creditors or any of them or the Collateral Agent for the benefit of the Creditors as security for the Senior Secured Obligations. The execution and delivery of this Agreement shall not constitute an amendment, waiver, novation or other modification of any other credit document related to the Senior Secured Obligations.

     Section 7.2 Marshalling. The Collateral Agent shall not be required to marshal any present or future security for (including, without limitation, the Collateral), or guaranties of (including, without limitation, the Guaranty Agreements), the Senior Secured Obligations or any of them, or to resort to such security or guaranties in any particular order; and all of each of such Person’s rights in respect of such security and guaranties shall be cumulative and in addition to all other rights, however existing or arising. To the extent that they lawfully may, the Creditors hereby agree that they will not invoke any law relating to the marshalling of collateral which might cause delay in or impede the enforcement of the Creditors’ rights under the Security Documents or under any other instrument evidencing any of the Senior Secured Obligations or under which any of the Senior Secured Obligations is outstanding or by which any of the Senior Secured Obligations is secured or guaranteed.

     Section 7.3 Consents, Amendments, Waivers. All amendments, waivers or consents of any provision of this Agreement shall be effective only if the same shall be in writing and signed by the Majority Creditors and the Collateral Agent; provided, however, that (a) no such amendment, waiver or consent to Sections 2.1, 2.5, 4.6, 4.8, 5.3, 5.6, 5.7, 5.10, 5.11, 6 or this Section 7.3 or to the definition of “Collateral,” “Majority Creditors,” “Senior Preferential Payment,” or “Bankruptcy Event of Default”, or which would modify any payment (whether by altering the amount, priority, timing or order thereof) to any Creditor, or which would materially and adversely affect any of the rights of any Creditor relative to the rights of the other Creditors, shall be effective without the written consent of all of the Creditors (unless such amendment, waiver or consent is addressed in subsections (b) hereof) and (b) no such amendment, waiver or consent to the definition of “Lender Exposure” shall be effective without the written consent of (i) the Required Holders and (ii) all of the Lenders.

     Section 7.4 Governing Law: Jurisdiction, etc.

          (a) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE COLLATERAL AGENT AND EACH CREDITOR SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

          (b) SUBMISSION TO JURISDICTION. THE COLLATERAL AGENT AND EACH CREDITOR, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF OHIO SITTING IN CUYAHOGA COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE NORTHERN DISTRICT OF OHIO, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT,

24

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 OHIO 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.

          (c) WAIVER OF VENUE. THE COLLATERAL AGENT AND EACH CREDITOR 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 AGREEMENT 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 7.9. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

     Section 7.5 Waiver of Jury Trial. 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 THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER 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 BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

     Section 7.6 Parties in Interest.

          (a) All terms of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto, including, without limitation, any future holder of the Senior Secured Obligations; provided that no Creditor may assign or transfer its rights hereunder or under the Security Documents or Guaranty Agreements without such assignees or transferees agreeing, by executing an instrument in form

25

and substance reasonably acceptable to the Collateral Agent, to be bound by the terms of this Agreement as though named herein.

          (b) The Collateral Agent has no duty to acknowledge, and shall be deemed to not have any knowledge of, any notice from or for the benefit of any Creditor or Person claiming to be a Creditor, or to provide any notice or other communication to any Creditor, unless such Creditor or Person claiming to be a Creditor has complied with Section 7.6(a).

     Section 7.7 Counterparts. This Agreement and any amendment hereof may be executed in several counterparts and by each party on a separate counterpart, each of which when so executed and delivered shall be an original (including electronic copies thereof), but all of which together shall constitute one instrument. In proving this Agreement it shall not be necessary to produce or account for more than one such counterpart signed by the party against whom enforcement is sought.

     Section 7.8 Termination. Upon payment in full of any Creditor’s Senior Secured Obligation in accordance with its terms, this Agreement shall terminate as to such Creditor except for those provisions hereof that by their express terms shall survive the termination of this Agreement. Upon payment in full of the Senior Secured Obligations in accordance with their respective terms and the termination of the Commitment and expiration or cancellation of all Letters of Credit, this Agreement shall terminate except for those provisions hereof that by their express terms shall survive the termination of this Agreement.

     Section 7.9 Notices. Except as otherwise expressly provided herein, all notices, consents and waivers and other communications made or required to be given pursuant to this Agreement shall be in writing and shall be delivered by hand, mailed by registered or certified mail or prepaid overnight air courier, or by facsimile communications, addressed as follows:

If to the Collateral Agent, at:	PNC Bank, National Association
	120 S. Central Avenue, Clayton, MO 63105
	Attention: Thomas Sherman
	Telephone: 314-898-1205
	Telecopy: 314-898-1401
with a copy to:	PNC Bank, National Association Mail Stop: P7   PFSC-04-1 500 First Avenue Pittsburgh, PA 15219
	Phone: 412-762-6442
	Facsimile: 412-762-8672
	Attn.: Agency Services
If to any Creditor, at:	Such address as set forth on Exhibit A hereto

or at such other address for notice as the Collateral Agent or such Creditor shall last have furnished in writing to the Person giving the notice, provided that a notice by overnight air courier shall only be effective if delivered at a street address designated for such purpose and a notice by facsimile communication shall only be effective if made by confirmed transmission at a telephone number designated for such purpose.

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[Remainder of the Page Intentionally Left Blank. Signature Pages to Follow.]

27

     In witness whereof, the parties hereto have caused these presents to be duly executed as an instrument under seal by their authorized representatives as of the date first written above.

PNC BANK, NATIONAL ASSOCIATION, as Collateral Agent
By:
	Name:
	Title:

Signature Page to Amended and Restated Intercreditor and Collateral Agency Agreement

PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent on behalf of the Lenders
By:
	Name:
	Title:

Signature Page to Amended and Restated Intercreditor and Collateral Agency Agreement

PNC BANK, NATIONAL ASSOCIATION, as the L/C Issuer
By:
	Name:
	Title:

Signature Page to Amended and Restated Intercreditor and Collateral Agency Agreement

METROPOLITAN LIFE INSURANCE COMPANY METLIFE INSURANCE COMPANY OF CONNECTICUT
BY:	METROPOLITAN LIFE INSURANCE COMPANY,
	ITS INVESTMENT MANAGER
By:
	Name:
	Title:

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA
By:
	Name:
	Title:

AXA EQUITABLE LIFE INSURANCE COMPANY
By:
	Name:
	Title:

MONY LIFE INSURANCE COMPANY
By:
	Name:
	Title:

Signature Page to Amended and Restated Intercreditor and Collateral Agency Agreement

THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
By:	AIG Global Investment Corp., investment adviser
By:
	Name:
	Title:

THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA
By:
	Name:
	Title:

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
By:	Babson Capital Management LLC
	as Investment Adviser
By:
	Name:
	Title:

C.M. LIFE INSURANCE COMPANY
By:	Babson Capital Management LLC
	as Investment Sub-Adviser
By:
	Name:
	Title:

PRIMERICA LIFE INSURANCE COMPANY
By:	Conning Asset Management Company,
	as Investment Manager
By:
	Name:	John H. DeMallie
	Title:	Director

Signature Page to Amended and Restated Intercreditor and Collateral Agency Agreement

     The undersigned hereby acknowledge (a) the terms of the foregoing Agreement and agree to abide by any of the terms applicable to it, (b) that the foregoing Agreement is for the sole benefit of the Creditors and that it has no rights or benefits under such Agreement, (c) that the foregoing Agreement is for the purpose of defining the rights, duties authority and responsibilities of the Collateral Agent and the relationship among the Creditors regarding their pari passu interest in the Collateral and that nothing therein shall impair, as between the Borrower, any Guarantor or any other Debtor and any Creditor, the obligations of such Borrower, such Guarantor or such other Debtor under the Bank Loan Documents or the Senior Note Documents and (d) that the provisions of the foregoing Agreement may be waived, amended or modified without its consent.

SPARTECH CORPORATION
By:
	Name:
	Title:

[SIGNATURE PAGE TO AMENDED AND RESTATED INTERCREDITOR
AND COLLATERAL AGENCY AGREEMENT]

ATLAS ALCHEM PLASTICS, INC. ALCHEM PLASTICS CORPORATION ALCHEM PLASTICS, INC. SPARTECH PLASTICS, LLC By: Spartech Corporation, its sole member POLYMER EXTRUDED PRODUCTS, INC. SPARTECH POLYCAST, INC. SPARTECH TOWNSEND, INC. SPARTECH POLYCOM, INC. FRANKLIN-BURLINGTON PLASTICS, INC. SPARTECH CMD, LLC By: Spartech Plastics LLC, its managing member SPARTECH FCD, LLC By: Polymer Extruded Products, Inc., its managing member SPARTECH SPD, LLC By: Spartech Plastics, LLC, its managing member SPARTECH MEXICO HOLDING COMPANY SPARTECH MEXICO HOLDING COMPANY TWO SPARTECH MEXICO HOLDINGS, LLC By: Spartech Mexico Holding Company, its sole member CREATIVE FORMING, INC. PEPAC HOLDINGS, INC. SPARTECH RESEARCH AND      DEVELOPMENT, LLC By: Spartech Corporation, its sole member
By:
	Randy C. Martin
	Vice President for all of the above

EX-10.4

Exhibit 10.4

AMENDED AND RESTATED SECURITY AGREEMENT

     THIS AMENDED AND RESTATED SECURITY AGREEMENT (this agreement, together with all amendments and restatements and all Joinders, the “Agreement”) is made as of June 9, 2010, by each of the signatories hereto and each other Person which may from time to time become a party to this Agreement pursuant to Section 11.17 hereof (each individually, a “Debtor” and, collectively, the “Debtors”) in favor of PNC Bank, National Association (“PNC”), as Collateral Agent for the Secured Parties (hereinafter defined) (in such capacity, together with its successors in such capacity, the “Collateral Agent”).

BACKGROUND

     Spartech Corporation (the “Borrower”), each of the debtors party thereto and Bank of America, N.A., as collateral agent, entered into that certain Security Agreement dated as of September 10, 2008 (the “Prior Security Agreement”). In connection with the execution and delivery of the Credit Agreement (hereinafter defined), the parties hereby amend and restate the Prior Security Agreement in its entirety to replace Bank of America, N.A., as collateral agent thereunder, with PNC Bank, National Association, as collateral agent, and to make certain other changes, all as set forth herein.

     The Borrower, the Lenders (as defined therein), and PNC Bank, National Association, as Administrative Agent, are parties to that certain Amended and Restated Credit Agreement dated as of June 9, 2010 (as amended, modified, supplemented or restated from time to time, the “Credit Agreement”), pursuant to which the Lenders may from time to time hereafter extend credit to the Borrower pursuant to letters of credit and revolving loans, the indebtedness pursuant to such loans may be evidenced by promissory notes payable to the order of each Lender (the “Bank Notes”).

     The Borrower and the institutional investors identified in the Amended and Restated Intercreditor Agreement (hereinafter defined) as “Noteholders” (collectively, together with any other holders from time to time of the hereinafter described Senior Notes and their successors and assigns, the “Noteholders”) have entered into an Amended and Restated Note Purchase Agreement dated as of September 10, 2008 (initially dated as of September 15, 2004) (as amended, restated, replaced, modified and supplemented from time to time, the “Note Agreement”) among the Borrower and the purchaser’s named therein, pursuant to which the Borrower issued and sold to certain Noteholders the Borrower’s 6.58% Senior Notes due September 15, 2016 in the original aggregate principal amount of $150,000,000 (as amended, restated, replaced, modified and supplemented from time to time, including any notes delivered in substitution or exchange therefor, the “Senior Notes”).

     The Obligations (as hereinafter defined) under the Credit Agreement and the other Bank Loan Documents (as defined in the Intercreditor Agreement), have been absolutely, unconditionally and irrevocably guaranteed by certain Domestic Subsidiaries (each a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”) pursuant to one or more Guaranties (as may be amended, restated, replaced, modified, and supplemented from time to time and including all joinders thereto, collectively, the “Lender Guaranty Agreements”) and the obligations of the Borrower under the Note Agreement and the other Senior Note Documents (as defined in the Intercreditor Agreement) have been absolutely, unconditionally and irrevocably guaranteed by certain Domestic Subsidiaries pursuant to one or more Guaranties (as may be amended, restated, replaced, modified, and supplemented from time to time and including all joinders thereto, collectively, the “Noteholder Guaranty Agreement”).

     The Debtors, Collateral Agent and other Secured Parties are entering into that certain Amended and Restated Intercreditor and Collateral Agency Agreement of even date herewith (such Amended and Restated Intercreditor and Collateral Agency Agreement, as the same may be amended, restated, supplemented or modified from time to time, being hereinafter referred to as the “Intercreditor Agreement”) which among other things, replaces Bank of America, N.A. as the collateral agent and appoints PNC Bank, National Association as the Collateral Agent thereunder and sets forth certain responsibilities and obligations of the Collateral Agent and establishes among the Secured Parties their respective rights with respect to certain payments that may be received by the Collateral Agent in respect of the Collateral (hereinafter defined).

     To induce Administrative Agent and the Lenders to amend and restate the Credit Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Debtor has agreed to pledge and grant a security interest in the Collateral as security for the Senior Secured Obligations. Accordingly, the parties hereto agree as follows:

SECTION 1
DEFINITIONS

     Capitalized terms set forth in the introductory paragraph and recitals above have the respective meanings therein. Terms defined in the UCC shall, unless otherwise provided herein, have the meanings ascribed to them in the UCC both as in effect on the date of this Agreement and as hereafter amended. If the definition given a term in the Credit Agreement conflicts with the definition given that term in the UCC, then the Credit Agreement definition controls to the extent allowed by law. If the definition given a term in Article 9 of the UCC conflicts with the definition given that term in any other chapter of the UCC, then the Article 9 definition controls. Notwithstanding any contrary provision of this Agreement, the parties intend that the terms used herein which are defined in the UCC have, at all times, the broadest and most inclusive meanings possible. Accordingly, if the UCC shall in the future be amended or held by a court to define any term used herein more broadly or inclusively than the UCC in effect on the date of this Agreement, then such term as used herein shall be given such broadened meaning. If the UCC shall in the future be amended or held by a court to define any term used herein more narrowly,

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or less inclusively, than the UCC in effect on the date of this Agreement, such amendment or holding shall be disregarded in defining terms used in this Agreement. Furthermore, as used in this Agreement:

     “Accession” means any “accession”, as such term is defined in the UCC, now owned or hereafter acquired by any Debtor, including without limitation, a good that is physically united with another good in such a manner that the identity of the original good is not lost.

     “Account Debtor” means any Person who is or who may become obligated to any Debtor under, with respect to or on account of an Account.

     “Accounts” means any “account”, as such term is defined in the UCC, now owned or hereafter acquired by any Debtor, and, in any event, shall include, without limitation, each of the following, whether now owned or hereafter acquired by any Debtor: (a) all rights of any Debtor to payment of a monetary obligation, whether or not earned by performance, (i) for goods or other property that has been or is to be sold, leased, licensed, assigned or otherwise disposed of, (ii) for services rendered or to be rendered, (iii) for a policy of insurance issued or to be issued, (iv) for a secondary obligation incurred or to be incurred, or (v) arising out of the use of a credit or charge card or information contained on or for use with the card, (b) all accounts receivable of any Debtor, (c) all rights of any Debtor to receive any payment of money or other form of consideration, (d) all security pledged, assigned, or granted to or held by any Debtor to secure any of the foregoing, (e) all guaranties of, or indemnifications with respect to, any of the foregoing, and (f) all rights of any Debtor as an unpaid seller of goods or services, including, but not limited to, all rights of stoppage in transit, replevin, reclamation, and resale.

     “Administrative Agent” means PNC Bank, National Association and its successor or assigns as administrative agent for Lenders under the Credit Agreement.

     “Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto. Without limiting the generality of the foregoing, a Person shall be deemed to be Controlled by another Person if such other Person possesses, directly or indirectly, power to vote 10% or more of the Voting Equity Interests.

     “Agreement” has the meaning set forth in the introduction hereto.

     “As-Extracted Collateral” means any “as-extracted collateral”, as such term is defined in the UCC, now owned or hereafter acquired by any Debtor, and, in any event, shall include, without limitation, each of the following, whether now owned or hereafter acquired by any Debtor: (a) oil, gas, or other minerals that are subject to a security interest that (i) is created by Debtor before extraction, and (ii) attaches to the minerals as extracted, or (b) Accounts arising out of the sale at the wellhead or minehead of oil, gas, or other minerals in which a Debtor had an interest before extraction.

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     “Chattel Paper” means any “chattel paper”, as such term is defined in the UCC, now owned or hereafter acquired by any Debtor.

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

     “Collateral” has the meaning set forth in Section 3.1 hereof.

     “Commercial Tort Claim” means any “commercial tort claim”, as such term is defined in the UCC, now owned or hereafter acquired by any Debtor.

     “Commodity Account” means any “commodity account”, as such term is defined in the UCC, now owned or hereafter acquired by any Debtor, including any account maintained by a Commodity Intermediary in which a Commodity Contract is carried for a Commodity Customer.

     “Commodity Contract” means any commodity futures contract, an option on a commodity futures contract, a commodity option, or any other contract if the contract or option is (a) traded on or subject to the rules of a board of trade that has been designated as a contract market for such a contract pursuant to the federal commodities Laws, or (b) traded on a foreign commodity board of trade, exchange, or market, and is carried on the books of a Commodity Intermediary for a Commodity Customer.

     “Commodity Customer” means a Person for whom a Commodity Intermediary carries a Commodity Contract on its books.

     “Commodity Intermediary” means (a) a Person that is registered as a futures commission merchant under the federal commodities Laws or (b) a Person that in the ordinary course of its business provides clearance or settlement services for a board of trade that has been designated as a contract market pursuant to federal commodities Laws.

     “Contracts” means all contracts, undertakings, or other agreements as the same may be amended from time to time, and (a) all rights of any Debtor to receive moneys due and to become due thereunder or in connection therewith, (b) all rights of any Debtor to damages arising out of or for breach or default in respect thereof and (c) all rights of any Debtor to exercise remedies thereunder.

     “Copyright Collateral” means all Copyrights, whether now owned or hereafter acquired by any Debtor, including each Copyright identified in Schedule 2 hereto.

     “Copyrights” means all copyrights, copyright registrations and applications for copyright registrations, including, without limitation, all renewals and extensions thereof, the right to recover for all past, present and future infringements thereof, and all other rights of any kind whatsoever accruing thereunder or pertaining thereto.

     “Debtor Relief Laws” means 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.

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     “Default” means a “Default” as defined in the Credit Agreement or the Note Agreement, as the context requires.

     “Deposit Account” means any “deposit account”, as such term is defined in the UCC, now owned or hereafter acquired by any Debtor, and, in any event, shall include, without limitation, each of the following, whether now owned or hereafter acquired by any Debtor: (a) any and all lockbox accounts, dominion accounts, controlled disbursement accounts and any and all other deposit accounts at any time established pursuant to the terms of the Financing Documents, and (b) any and all deposits (general or special, time or demand, provisional or final), including without limitation certificates of deposit and investment accounts, at any time established or maintained with or held by any of the Secured Parties.

     “Document” means any “document”, as such term is defined in the UCC, now owned or hereafter acquired by any Debtor, including, without limitation, all documents of title and warehouse receipts of any Debtor.

     “Domestic Subsidiary” means any Subsidiary that is not a Foreign Subsidiary.

     “Entitlement Holder” means a Person identified in the records of a Securities Intermediary as the Person having a Security Entitlement against the Securities Intermediary. If a Person acquires a Security Entitlement by virtue of Section 8 501(b)(2) or (3) of the UCC, such Person is the Entitlement Holder.

     “Equipment” means any “equipment”, as such term is defined in the UCC, now owned or hereafter acquired by any Debtor and, in any event, shall include, without limitation, all machinery, equipment, furnishings, fixtures, and vehicles now owned or hereafter acquired by any Debtor and any and all additions, substitutions, and replacements of any of the foregoing, wherever located, together with all attachments, components, parts, equipment, and accessories installed thereon or affixed thereto.

     “Equity Interest” means shares of capital stock (whether denominated as common stock or preferred stock), beneficial, partnership or membership interests, participations or other equivalents (regardless of how designated) of or in a corporation, partnership, limited liability company or equivalent entity, whether voting or non-voting.

     “Equity Rights” means, with respect to any Person, any outstanding subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including any voting trust agreements) for the issuance, sale, registration or voting of, or outstanding securities convertible into, any additional shares of capital stock of any class, or partnership or other ownership interests of any type in, such Person.

     “Event of Default” means an “Event of Default” as defined in the Note Agreement or the Credit Agreement, as the context requires.

     “Facilities” means (a) the Note Agreement and the Senior Notes, (b) the Credit Agreement and the Bank Notes, (c) any Lender Provided Interest Rate Hedge, (e) any Other Lender Provided Financial Service Product, and “Facility” shall mean any of the foregoing.

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     “Financial Asset” means any “financial asset”, as such term is defined in the UCC, now owned or hereafter acquired by any Debtor and, in any event, shall include, without limitation, (a) a Security, (b) an obligation of a Person or a share, participation or other interest in a Person or in property or an enterprise of a Person, that is, or is of a type, dealt in or traded on financial markets or that is recognized in any area in which it is issued or dealt in as a medium for investment, or (c) any property that is held by a Securities Intermediary for another Person in a Securities Account if the Securities Intermediary has expressly agreed with the other Person that the property is to be treated as a financial asset under Article 8 of the Uniform Commercial Code. As the context requires, “Financial Asset” means either the interest itself or the means by which a Person’s claim to it is evidenced, including a certificated or uncertificated Security, a certificate representing a Security, or a Security Entitlement.

     “Financing Documents” shall mean (a) the Note Agreement, the Senior Notes and the Noteholder Guaranty Agreement, (b) the Credit Agreement, the Bank Notes and the Lender Guaranty Agreements, (c) any Lender Provided Interest Rate Hedge, (d) any Other Lender Provided Financial Service Product, (e) this Agreement and the other Security Documents, and (f) any amendments, restatements, supplements or other modifications in respect of the foregoing.

     “Foreign Subsidiary” means each Subsidiary owned directly either by the Borrower or a Domestic Subsidiary of the Borrower, and which is organized under the laws of any jurisdiction other than, and which is conducting the majority of its business outside of, the United States of America or any state thereof.

     “GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.

     “General Intangibles” means any “general intangibles”, as such term is defined in the UCC now owned or hereafter acquired by any Debtor and, in any event, shall include, without limitation, each of the following, whether now owned or hereafter acquired by any Debtor: all Patents, Trademarks, Copyrights, Intellectual Property, registrations, goodwill, franchises, licenses, permits, proprietary information, customer lists, designs, and inventions of any Debtor, all books, records, data, plans, manuals, computer software, and computer programs of any Debtor, (a) all contract rights, partnership interests, joint venture interests, securities, investment accounts, and certificates of deposit of any Debtor, (b) all rights of any Debtor to payment under letters of credit and similar agreements, (c) all tax refunds and tax refund claims of any Debtor, all choses in action and causes of action of any Debtor (whether arising in contract, tort, or otherwise and whether or not currently in litigation) and all judgments in favor of any Debtor, all rights and claims of any Debtor under warranties and indemnities, and (d) all rights of any Debtor under any insurance, surety, or similar contract or arrangement.

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     “Goods” means any “goods”, as such term is defined in the UCC, now owned or hereafter acquired by any Debtor and, in any event, shall include, without limitation, all things that are movable when a security interest attaches.

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

     “Instruments” means any “instrument”, as such term is defined in the UCC, now owned or hereafter acquired by any Debtor.

     “Intellectual Property” means, collectively, all Copyright Collateral, all Patent Collateral and all Trademark Collateral, together with (a) all inventions, processes, production methods, proprietary information, know-how and trade secrets; (b) all licenses or user or other agreements granted to any Debtor with respect to any of the foregoing, in each case whether now or hereafter owned or used including, without limitation, the licenses or other agreements with respect to the Copyright Collateral, the Patent Collateral or the Trademark Collateral listed in Schedule 5 hereto; (c) all information, customer lists, identification of suppliers, data, plans, blueprints, specifications, designs, drawings, recorded knowledge, surveys, engineering reports, test reports, manuals, materials standards, processing standards, performance standards, catalogs, computer and automatic machinery software and programs; (d) all field repair data, sales data and other information relating to sales or service of products now or hereafter manufactured; (e) all accounting information and all media in which or on which any information or knowledge or data or records may be recorded or stored and all computer programs used for the compilation or printout of such information, knowledge, records or data; (f) all licenses, consents, permits, variances, certifications and approvals of governmental agencies now or hereafter held by any Debtor; (g) all databases and data collections and all rights therein; (h) all computer software including all source code, object code, firmware, development tools, files, records and data, all media on which any of the foregoing is recorded, and all documentation related to any of the foregoing; (i) all domain names and Internet web sites and all rights and documentation related to any of the foregoing; (j) all mask works and registrations therefor, and all other rights corresponding thereto throughout the world; and (k) all causes of action, claims and warranties now or hereafter owned or acquired by the Debtors in respect of any of the items listed above.

     “Interest Rate Hedge” means an interest rate exchange, collar, cap, swap, adjustable strike carp, adjustable strike corridor or similar agreements entered into by a Debtor or their Subsidiaries in order to provide protection to, or minimize the impact upon, the Borrower, the Debtors or their Subsidiaries of increasing floating rates of interest applicable to indebtedness of the Borrower, the Debtors or their Subsidiaries.

     “Inventory” means any “inventory”, as such term is defined in the UCC, now owned or hereafter acquired by any Debtor, and, in any event, shall include, without limitation, each of the following, whether now owned or hereafter acquired by any Debtor: (a) all goods and other personal property of any Debtor that (i) are leased by any Debtor as lessor, (ii) are held for sale

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or lease or to be furnished under any contract of service, or (iii) are furnished under a contract of service, (b) all raw materials, work-in-process, finished goods, inventory, supplies, and materials of any Debtor, (c) all wrapping, packaging, advertising, and shipping materials of any Debtor, (d) all goods that have been returned to, repossessed by, or stopped in transit by any Debtor, and (e) all Documents evidencing any of the foregoing.

     “Investment Property” means any “investment property”, as such term is defined in the UCC, now owned or hereafter acquired by any Debtor, and, in any event, shall include, without limitation, each of the following, whether now owned or hereafter acquired by any Debtor: (a) Securities (whether certificated or uncertificated), (b) Security Entitlements, (c) a Securities Accounts, (d) Commodity Contracts, and (e) Commodity Accounts, but shall not include stock in any Foreign Subsidiary in excess of the percentage of such stock specified in the definition of “Pledged Stock”.

     “Issuers” means, collectively, the respective corporations identified beneath the names of the Debtors on Schedule 1 hereto under the caption “Issuers,” together with any corporation created or acquired after the date hereof, the capital stock of which is required to be pledged hereunder pursuant to this Agreement, the Credit Agreement or the Note Agreement.

     “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 and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

     “L/C Issuer” means PNC Bank, National Association, in its capacity as issuer of letters of credit under the Credit Agreement, or any successor issuer of letters of credit thereunder.

     “Lenders” means (a) the financial institutions and other lenders named on Schedule 1.1(B) attached to the Credit Agreement or any supplement to it thereunder, (b) subject to Section 11.8 of the Credit Agreement, their respective successors and assigns, but not a “Participant” (as defined in Section 11.8.4 of the Credit Agreement) who is not otherwise a party to the Credit Agreement and (c) as the context requires, the L/C Issuer.

     “Lender Provided Interest Rate Hedge” shall mean an Interest Rate Hedge which is provided by any Lender or its Affiliate in accordance with the Credit Agreement.

     “Letter-of-Credit Right” means any “letter-of-credit right”, as such term is defined in the UCC, now owned or hereafter acquired by any Debtor.

     “Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).

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     “LLC Interests” means, as to any Debtor (i) all right, title and interest, now existing or hereafter acquired, of such Debtor in any LLC but not any of its obligations from time to time as a member (unless Collateral Agent shall become a member as a result of its exercise of remedies herein) of any LLC; (ii) any and all moneys due and to become due to such Debtor now or in the future by way of a distribution made to such Debtor in its capacity as a member of or an owner of any LLC; (iii) any other property of any LLC to which such Debtor now or in the future may be entitled in its capacity as a member of or an owner of any LLC by way of distribution, return of capital or otherwise; (iv) any other claim in respect of any LLC to which such Debtor now or in the future may be entitled in its capacity as a member of or an owner of any LLC and its property, including any rights under any operating agreement or other agreement governing or pertaining to such interests; (v) the certificates, if any, representing all such rights and interests; (vi) all right of such Debtor under each limited liability company or operating agreement of each LLC; and (vii) to the extent not otherwise included, all Proceeds of any of the foregoing.

     “LLCs” means, collectively, the limited liability companies identified beneath the names of the Debtors on Schedule 1 hereto under the caption “LLCs”, together with any limited liability company created or acquired after the date hereof, the LLC Interests in which are required to be pledged hereunder pursuant to this Agreement or the Credit Agreement.

     “Majority Creditors” shall have the meaning assigned thereto in the Intercreditor Agreement.

     “Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual or contingent) or condition (financial or otherwise) or prospects of the Borrower or the Borrower and its Subsidiaries taken as a whole; (b) an impairment of the ability of any Debtor to perform its payment or other material obligations under any Financing Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Debtor of any Financing Document to which it is a party.

     “Maximum Rate” means, for each Secured Party, the maximum nonusurious amount and the maximum nonusurious rate of interest which, under applicable Law, that such Secured Party is permitted to contract for, charge, take, reserve, or receive on the Senior Secured Obligations.

     “Motor Vehicles” means motor vehicles, tractors, trailers and other like property, whether or not the title thereto is governed by a certificate of title or ownership.

     “Other Lender Provided Financial Service Product” means agreements or other arrangements under which any Lender or Affiliate of a Lender provides any of the following products or services to any of the Debtors or any of their Subsidiaries: (a) credit cards, (b) credit card processing services, (c) debit cards, (d) purchase cards, (e) ACH transactions, (f) cash management, including overdrafts, controlled disbursement, accounts or services, (g) foreign currency exchange transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions, and (h) commodity swaps, commodity options, forward commodity contracts and any other similar transactions.

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     “Partnership Interests” means, as to any Debtor (i) all right, title and interest, now existing or hereafter acquired, of such Debtor in any Partnership but not any of its obligations from time to time as a partner (unless Collateral Agent shall become a partner as a result of its exercise of remedies herein) of any Partnership; (ii) any and all moneys due and to become due to such Debtor now or in the future by way of a distribution made to such Debtor in its capacity as a partner of any Partnership; (iii) any other property of any Partnership to which such Debtor now or in the future may be entitled in its capacity as a partner of any Partnership by way of distribution, return of capital or otherwise; (iv) any other claim in respect of any Partnership to which such Debtor now or in the future may be entitled in its capacity as a partner of any Partnership and its property, including any rights under any partnership agreement or other document governing or pertaining to such interests; (v) the certificates, if any, representing all such rights and interests; (vi) all rights of such Debtor under each partnership agreement or limited partnership agreement of each Partnership; and (vii) to the extent not otherwise included, all Proceeds of any of the foregoing.

     “Partnerships” means, collectively, the partnerships identified beneath the names of the Debtors on Schedule 1 hereto under the caption “Partnerships”, together with any partnerships created or acquired after the date hereof, the Partnership Interests in which are required to be pledged hereunder pursuant to this Agreement or the Credit Agreement.

     “Patent Collateral” means all Patents, whether now owned or hereafter acquired by any Debtor, including each Patent identified in Schedule 3 hereto.

     “Patents” means all patents and patent applications, including without limitation, the inventions and improvements described and claimed therein together with the reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof, all income, royalties, damages and payments now or hereafter due and/or payable under and with respect thereto, including, without limitation, damages and payments for past or future infringements thereof, the right to sue for past, present and future infringements thereof, and all rights corresponding thereto throughout the world.

     “Payment Intangible” means any “payment intangible”, as such term is defined in the UCC and, in any event, shall include, but not be limited to, a General Intangible under which the Account Debtor’s principal obligation is a monetary obligation.

     “Permitted Licenses” means any licenses or sublicenses granted by any Debtor in such Debtor’s Intellectual Property from time to time in the ordinary course of such Debtor’s business activities; provided that, such licenses or sublicenses do not grant the licensee the option to acquire sole title to such Intellectual Property.

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

     “Pledged Interests” means all LLC Interests and Partnership Interests now or hereafter owned by any Debtor and any limited liability company interest, partnership interest or other ownership or equity securities or certificate (including, without limitation, any certificate representing a distribution in connection with any reclassification, increase or reduction of

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capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for LLC Interests or Partnership Interests, or otherwise in respect thereof.

     “Pledged Obligations” means all of each Debtor’s right, title and interest, if any, in and to any and all obligations owed to such Debtor by any Person, whether now existing or hereafter incurred, and in and to all collateral granted to such Debtor or for the benefit of such Debtor as collateral security for such obligations.

     “Pledged Shares” means the Pledged Interests and the Pledged Stock, collectively.

     “Pledged Stock” means the shares of common stock of the Issuers represented by the certificates identified in Schedule 1 hereto under the name of such Debtor and each other corporation hereafter acquired or formed by any Debtor and all other shares of capital stock of whatever class of the Issuers now or hereafter owned by such Debtor and all Equity Rights of any such Issuer owned by any Debtor, in each case together with the certificates evidencing the same, subject, in the case of any Foreign Subsidiary, to the limitation that shares of capital stock of any such Issuer which represent in excess of 65% of the combined voting power of all classes of capital stock of such Issuer shall not be pledged; provided, however, that if following a change in the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder which would permit a pledge of 66-2/3% or more of the total combined voting power of all classes of capital stock of any Foreign Subsidiary entitled to vote without causing the undistributed earnings of such Foreign Subsidiary as determined for Federal income taxes to be treated as a deemed dividend to the Debtors for Federal income tax purposes, then the 65% limitation set forth above shall no longer be applicable and the Debtors shall duly pledge and deliver to Collateral Agent such of the capital stock not theretofore required to be pledged under this Agreement.

     “Proceeds” means any “proceeds”, as such term is defined in the UCC and, in any event, shall include, but not be limited to, (a) any and all proceeds of any insurance, indemnity, warranty, or guaranty payable to any Debtor from time to time with respect to any of the Collateral, (b) any and all payments (in any form whatsoever) made or due and payable to any Debtor from time to time in connection with any requisition, confiscation, condemnation, seizure, or forfeiture of all or any part of the Collateral by any Tribunal (or any Person acting under color of a Tribunal), and (c) any and all other amounts from time to time paid or payable under or in connection with any of the Collateral.

     “Rights” means rights, remedies, powers, privileges, and benefits.

     “Senior Secured Obligations” shall have the meaning assigned thereto in the Intercreditor Agreement.

     “Secured Party” means each of, and “Secured Parties” means all of, (i) the Collateral Agent, (ii) the Administrative Agent, (iii) the Lenders, (iv) any Affiliate of a Lender that is a party to a Lender Provided Interest Rate Hedge Contract with the Borrower or any Subsidiary or any Affiliate of a Lender that provides any Other Lender Provided Financial Service Product to the Borrower or any Subsidiary, provided such Lender was a party to the Credit Agreement at

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the time such Interest Rate Hedge was entered into or such Other Lender Provided Financial Service Product was provided, (v) the Noteholders and (vi) each financial institution or other entity that hereafter becomes a “Secured Party” for purposes of the Intercreditor Agreement in accordance with Article V thereof.

     “Securities Account” means all accounts to which a Financial Asset is or may be credited in accordance with an agreement under which the Person maintaining the account undertakes to treat the Person for whom the account is maintained as entitled to exercise rights that comprise the Financial Asset.

     “Securities Act” means the Securities Act of 1933, as amended.

     “Securities Entitlements” means each Debtor’s right, title and interest, if any, in and to the rights and property interests as and of an Entitlement Holder with respect to a Financial Asset.

     “Securities Intermediary” means (a) a clearing corporation, or (b) a Person, including a bank or broker, that in the ordinary course of its business maintains securities accounts for others and is acting in that capacity.

     “Security” means each Debtor’s right, title and interest, if any, in and to any obligations of an issuer or any shares, participations or other interests in an issuer or in property or an enterprise of an issuer which (a) are represented by a certificate representing a security in bearer or registered form, or the transfer of which may be registered upon books maintained for that purpose by or on behalf of the issuer, (b) are one of a class or series or by its terms is divisible into a class or series of shares, participations, interests or obligations, and (c)(i) are, or are of a type, dealt with or trade on securities exchanges or securities markets or (ii) are a medium for investment and by their terms expressly provide that they are a security governed by Article 8 of the Uniform Commercial Code.

     “Security Documents” means, collectively, any security agreement, including without limitation, this Agreement, any pledge agreement, any assignment, any mortgage or deed of trust, or other agreement or document, together with all related financing statements and stock powers, executed and delivered in connection with the Credit Agreement or other Financing Documents in favor of the Collateral Agent, as amended, modified, supplemented or restated.

     “Software” means any “software”, as such term is defined in the UCC and, in any event, shall include, but not be limited to, a computer program (including both source and object code) and any supporting information provided in connection with a transaction relating to the program.

     “Stock and Interests Collateral” means, collectively, the Collateral described in clauses (w) through (aa) of Section 3.1 hereof and the Proceeds of any such property and, to the extent related to any such property or such Proceeds, all books, correspondence, credit files, records, invoices and other papers.

     “Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the Voting Equity Interests (other than securities or interests having such power only by reason of the happening of a contingency) are

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at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower.

     “Supporting Obligations” means any “supporting obligations”, as such term is defined in the UCC, now owned or hereafter acquired by any Debtor.

     “Trademark Collateral” means all Trademarks, whether now owned or hereafter acquired by any Debtor, including each Trademark identified in Schedule 4 hereto. Notwithstanding the foregoing, the Trademark Collateral does not and shall not include any Trademark that would be rendered invalid, abandoned, void or unenforceable by reason of its being included as part of the Trademark Collateral.

     “Trademarks” means all trade names, trademarks and service marks, logos, trademark and service mark registrations, and applications for trademark and service mark registrations, including, without limitation, all renewals of trademark and service mark registrations, all rights corresponding thereto throughout the world, the right to recover for all past, present and future infringements thereof, all other rights of any kind whatsoever accruing thereunder or pertaining thereto, together, in each case, with the product lines and goodwill of the business connected with the use of, and symbolized by, each such trade name, trademark and service mark.

     “Tribunal” means any (a) Governmental Authority, (b) private arbitration board or panel, or (c) central bank.

     “UCC” means the Uniform Commercial Code as in effect in the State of Ohio.

     “Voting Equity Interests” of any Person means any Equity Interests of any class or classes having ordinary voting power for the election of at least a majority of the members of the board of directors, managing general partners or the equivalent governing body of such Person, irrespective of whether, at the time, any Equity Interests of any other class or classes or such entity shall have or might have voting power by reason of the happening of any contingency.

     “Voting Rights” has the meaning set forth in Section 8.16(a)(ii) hereof.

SECTION 2
DEBTORS REMAIN LIABLE

     Notwithstanding anything to the contrary contained herein, (a) each Debtor shall remain liable under the contracts and agreements included in the Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, (b) the exercise by Collateral Agent of any of its rights hereunder shall not release any Debtor from any of its duties or obligations under the contracts and agreements included in the Collateral, and (c) none of the Secured Parties shall have any obligation or liability under any of the contracts and agreements included in the Collateral by reason of this Agreement, nor shall any Secured Party be obligated to perform any of the obligations or duties of any Debtor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.

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SECTION 3
COLLATERAL; REGISTRATION OF PLEDGE; ACKNOWLEDGMENTS;
DELIVERY OF PLEDGED SHARES AND PLEDGED OBLIGATIONS

     3.1 Collateral. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Senior Secured Obligations, each Debtor hereby pledges to Collateral Agent, for the ratable benefit of the Secured Parties to the extent provided in the Intercreditor Agreement, and grants to Collateral Agent, for the ratable benefit of the Secured Parties to the extent provided in the Intercreditor Agreement, a security interest in, all of such Debtor’s right, title and interest in the following property, whether now owned by such Debtor or hereafter acquired and whether now existing or hereafter coming into existence (all being collectively referred to herein as “Collateral”):

          (a) all Accessions;

          (b) all Accounts;

          (c) all As-Extracted Collateral;

          (d) all Chattel Paper;

          (e) all Commercial Tort Claims;

          (f) all Commodity Accounts;

          (g) all Commodity Contracts;

          (h) all Deposit Accounts;

          (i) all Financial Assets;

          (j) all General Intangibles;

          (k) all Goods;

          (l) all Instruments;

          (m) all Inventory;

          (n) all Investment Property;

          (o) all Intellectual Property;

          (p) all Equipment;

          (q) all Contracts;

          (r) all Documents;

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          (s) all Letter-of-Credit Rights;

          (t) all Payment Intangibles;

          (u) all Software;

          (v) all Supporting Obligations;

          (w) all Pledged Stock;

          (x) all Pledged Obligations;

          (y) all Pledged Interests;

          (z) all shares, securities, moneys or property representing a dividend on any of the Pledged Stock, or representing a distribution or return of capital upon or in respect of the Pledged Stock, or resulting from a split-up, revision, reclassification or other like change of the Pledged Stock or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Stock;

          (aa) without affecting the obligations of such Debtor under any provision prohibiting such action hereunder or under the Financing Documents, in the event of any consolidation or merger in which an Issuer, LLC or Partnership is not the surviving entity, all shares of each class of the capital stock of the successor corporation or interests or certificates of the successor limited liability company or partnership owned by the Debtors (unless such successor is such Debtor itself) formed by or resulting from such consolidation or merger; all rights, claims and benefits of such Debtor against any Person arising out of, relating to or in connection with Inventory or Equipment purchased by such Debtor, including, without limitation, any such rights, claims or benefits against any Person storing or transporting such Inventory or Equipment; and all other tangible and intangible personal property and fixtures of such Debtor, including without limitation all Proceeds, products, offspring, accessions, rents, profits, income, benefits, substitutions and replacements of and to any of the property of such Debtor described in the preceding clauses of this Section 3.1, and, to the extent related to any property described in such clauses or such Proceeds, products and accessions, all books, correspondence, credit files, records, invoices and other papers, including without limitation all tapes, cards, computer runs and other papers and documents in the possession or under the control of such Debtor or any computer bureau or service company from time to time acting for such Debtor.

     Furthermore, if the grant, pledge, collateral transfer or assignment of any rights of any Debtor under any contract included in the Collateral is expressly prohibited by such contract, then the security interest hereby granted nonetheless remains effective to the extent allowed by the UCC or other applicable law but is otherwise limited by that prohibition.

     3.2 Stock Certificates. Each Debtor hereby delivers to Collateral Agent all of the certificates evidencing the Pledged Stock owned by such Debtor which is represented by certificates, endorsed in blank or accompanied with appropriate undated stock powers executed in blank. Each Debtor has caused the Lien of Collateral Agent in and to the Pledged Stock to be

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registered upon the books of the Issuers of the Pledged Stock. If at any time any Pledged Stock which is not represented by a certificate as of the date of this Agreement shall be represented by one or more certificates, then each Debtor shall promptly deliver the same to Collateral Agent accompanied by stock powers duly executed in blank. All other shares of Pledged Stock and shares, securities or property (other than cash unless required by the terms hereof to be delivered hereunder) required to be pledged by such Debtor under clauses (w) through (aa) above, subsequently acquired by any Debtor and any distribution of capital made on or in respect of the Pledged Interests or any property distributed to any Debtor upon or with respect to the Pledged Interests pursuant to the recapitalization or reclassification of the capital of any LLC or Partnership, or pursuant to the reorganization thereof, shall be pledged to Collateral Agent and if represented by a certificate, certificates representing the same shall be delivered to Collateral Agent contemporaneously with the acquisition thereof, endorsed in blank or accompanied by stock powers duly executed in blank and until such delivery each Debtor shall hold such Pledged Stock, shares, securities, capital or property in trust for the sole benefit of the Secured Parties, segregated from the other property of such Debtor.

     3.3 Financing Statements; Registration; Certificates. Each Debtor hereby authorizes Collateral Agent to prepare and file such financing statements and amendments as Collateral Agent shall deem necessary or appropriate in order to perfect and preserve the security interests granted in this Agreement. Each Debtor has caused the Lien of Collateral Agent in and to the LLC Interests and the Partnership Interests to be registered upon the books of the issuers of such LLC Interests and Partnership Interests. If the Collateral at any time includes any uncertificated securities, the Debtors shall cause the issuer of such securities to execute and deliver such documentation as Collateral Agent may require whereby such issuer shall agree to comply with instructions originated by the Collateral Agent without further consent by the registered owner, or shall cause the issuer of such securities to register the Collateral Agent as registered owner of such securities, as Collateral Agent may require. Each issuer of any uncertificated securities included in the Collateral that is a party to this Agreement hereby agrees that it will comply with the instructions originated by Collateral Agent without further consent by the registered owner. If at any time any LLC Interests or Partnership Interests shall be represented by one or more certificates or by any documents that are Instruments, then the appropriate Debtor shall promptly deliver the same to Collateral Agent accompanied by duly executed transfer powers endorsed in blank respecting such certificates or documents.

     3.4 Instruments. Each Debtor shall, upon the request of Collateral Agent, deliver and pledge to Collateral Agent any and all Instruments, endorsed and/or accompanied by such instruments of assignment and transfer in such form and substance as Collateral Agent may request; provided, however, that so long as no Default shall have occurred and be continuing, such Debtor may retain for collection in the ordinary course any Instruments received by such Debtor in the ordinary course of business and Collateral Agent shall, promptly upon request of such Debtor, make appropriate arrangements for making any other Instrument pledged by such Debtor available to such Debtor for purposes of presentation, collection or renewal (any such arrangement to be effected, to the extent deemed appropriate by Collateral Agent, against trust receipt or like document).

     3.5 Updated Schedules. Each delivery of Pledged Shares after the date hereof shall be accompanied by an updated Schedule 1 hereto, which shall include a description of the

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Pledged Shares theretofore and then being pledged hereunder, which schedule shall be attached hereto and made apart hereof and shall supersede any prior Schedule 1 hereto.

SECTION 4
SPECIAL PROVISIONS CONCERNING TRADEMARKS

     4.1 Representations and Warranties. Each Debtor represents and warrants that it is the true and lawful exclusive owner of the Trademarks listed as being owned by it in Schedule 4 hereto and that, as of the date hereof, the listed Trademarks include all the United States federal and foreign registrations or applications registered in the United States Patent and Trademark Office or the equivalent government agency or office in any applicable foreign jurisdiction which are necessary for such Debtor’s business as currently operated. Each Debtor represents and warrants that it owns or is licensed to use or is not prohibited from using all Trademarks that it uses. Each Debtor further warrants that it is aware of no third party claim (which could result in a Material Adverse Effect) that any aspect of such Debtor’s present or contemplated business operations infringes or will infringe any mark. Each Debtor represents and warrants that it is the owner of record of all registrations and applications listed as being owned by it in Schedule 4 hereto and that such registrations are valid, subsisting, have not been canceled and that such Debtor is not aware of any third party claim (which could result in a Material Adverse Effect) that any such registration is invalid or unenforceable.

     4.2 Licenses and Assignments. Other than Permitted Licenses and the license agreements listed on Schedule 5 hereto and any extensions or renewals thereof, each Debtor hereby agrees not to divest itself of any right under any Trademark except those such Debtor reasonably determines are not necessary for the conduct of its or its Subsidiaries’ business.

     4.3 Infringements. Each Debtor agrees, promptly upon learning thereof, to notify Collateral Agent in writing of the name and address of, and to furnish such pertinent information that may be available with respect to, any party who may be infringing or otherwise violating any of such Debtor’s rights in and to any Trademark, or with respect to any party claiming that such Debtor’s use of any Trademark violates any property right of that party, in each case to the extent that such Debtor reasonably believes that such infringement or violation is material to its business or could result in a Material Adverse Effect. Each Debtor further agrees, if consistent with good business practice, diligently to prosecute any Person infringing any Trademark to the extent that such Debtor reasonably believes that such infringement is material to its business or could result in a Material Adverse Effect.

     4.4 Preservation of Trademarks. To the extent the failure to do so would cause a Material Adverse Effect and such Debtor reasonably believes it to be consistent with good business practice, each Debtor agrees to use its Trademarks in interstate commerce during the time in which this Agreement is in effect, sufficiently to preserve such Trademarks as trademarks or service marks registered under the laws of the United States or applicable foreign jurisdictions.

     4.5 Maintenance of Registration. To the extent the failure to do so would cause a Material Adverse Effect and such Debtor reasonably believes it to be consistent with good business practice, each Debtor shall, at its own expense, diligently process all documents

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required by the Trademark Act of 1946, 15 U.S.C. §§ 1051 et seq. maintain trademark registration, including but not limited to affidavits of use and applications for renewals of registration in the United States Patent and Trademark Office for all of its Trademarks pursuant to 15 U.S.C. §§ 1058(a), 1059 and 1065, and shall pay all fees and disbursements in connection therewith and shall not abandon any such filing of affidavit of use or any such application of renewal prior to the exhaustion of all reasonable administrative and judicial remedies without prior written consent of Collateral Agent.

     4.6 Future Registered Trademarks. If any Trademark registration is issued hereafter to any Debtor as a result of any application now or hereafter pending before the United States Patent and Trademark Office or any equivalent government agency or office in any applicable foreign jurisdiction, within 30 days of receipt of such registration such Debtor shall deliver a copy of such registration, and a grant of security in such Trademark to Collateral Agent, confirming the grant thereof hereunder, the form of such confirmatory grant to be satisfactory to Collateral Agent.

     4.7 Remedies. If an Event of Default shall occur and be continuing, Collateral Agent may, after ten days’ written notice to each Debtor, take any or all of the following actions: (a) declare the entire right, title and interest of each Debtor in and to each of the Trademarks and the goodwill of the business associated therewith, together with all trademark rights and rights of protection to the same, vested, in which event such rights, title and interest shall immediately vest, in Collateral Agent for the benefit of the Secured Parties to the extent provided in the Intercreditor Agreement, in which case Collateral Agent shall be entitled to exercise the power of attorney referred to in Section 9.1 to execute, cause to be acknowledged and notarized and record said absolute assignment with the applicable agency; (b) take and use or sell the Trademarks and the goodwill of each Debtor’s businesses symbolized by the Trademarks and the right to carry on the businesses and use the assets of such Debtor in connection with which the Trademarks have been used; and (c) direct each Debtor to refrain, in which event such Debtor shall refrain, from using the Trademarks in any manner whatsoever, directly or indirectly, and execute such other and further documents that Collateral Agent may request to further confirm this and to transfer ownership of the Trademarks and registrations and any pending trademark application in the United States Patent and Trademark Office or any equivalent government agency or office in any foreign jurisdiction to Collateral Agent.

SECTION 5
SPECIAL PROVISIONS CONCERNING PATENTS

     5.1 Representations and Warranties. Each Debtor represents and warrants that it is the true and lawful exclusive owner of all rights in the Patents listed as being owned by it in Schedule 3 hereto and that, as of the date hereof, said Patents include all the patents and applications for patents that such Debtor now owns which are necessary for such Debtor’s business as currently operated. Each Debtor represents and warrants that it owns or is licensed to practice under all Patents that it now uses or practices under. Each Debtor further warrants that it is aware of no third party claim (which could result in a Material Adverse Effect) that any aspect of such Debtor’s present or contemplated business operations infringes or will infringe any patent.

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     5.2 Licenses and Assignments. Other than Permitted Licenses and the license agreements listed on Schedule 5 hereto and any extensions or renewals thereof, each Debtor hereby agrees not to divest itself of any right under any Patent except those Patents such Debtor reasonably determines are not necessary for the conduct of its or its Subsidiaries’ business.

     5.3 Infringements. Each Debtor agrees, promptly upon learning thereof, to furnish Collateral Agent in writing with all pertinent information available to such Debtor with respect to any infringement or other violation of such Debtor’s rights in any Patent, or with respect to any claim that practice of any Patent violates any property rights of that party, in each case to the extent that such Debtor reasonably believes that such infringement or violation is material to its business or could result in a Material Adverse Effect. Each Debtor further agrees, consistent with good business practice and absent direction of Collateral Agent to the contrary (which direction shall only be given if an Event of Default shall have occurred and be continuing), diligently to prosecute any Person infringing any Patent to the extent that such Debtor reasonably believes that such infringement is material to its business or could result in a Material Adverse Effect.

     5.4 Maintenance of Patents. At its own expense, each Debtor shall make timely payment of all post-issuance fees required pursuant to 35 U.S.C. § 41 to maintain in force rights under each Patent to the extent such Debtor reasonably believes it to be consistent with good business practice and failure to do so would cause a Material Adverse Effect.

     5.5 Prosecution of Patent Application. At its own expense, each Debtor shall diligently prosecute all applications for Patents listed as being owned by it in Schedule 3 hereto and shall not abandon any such application prior to exhaustion of all reasonable administrative and judicial remedies, to the extent such Debtor reasonably believes it to be consistent with good business practice and failure to do so would cause a Material Adverse Effect.

     5.6 Other Patents. Within forty-five (45) days of acquisition of a Patent, or of filing of an application for a Patent, each Debtor shall deliver to Collateral Agent a copy of said Patent or such application, as the case may be, with a grant of security as to such Patent, as the case may be, confirming the grant thereof hereunder, the form of such confirmatory grant to be satisfactory to Collateral Agent.

     5.7 Remedies. If an Event of Default shall occur and be continuing, Collateral Agent may after ten days’ written notice to each Debtor, take any or all of the following actions: (a) declare the entire right, title, and interest of each Debtor in each of the Patents vested, in which event such right, title, and interest shall immediately vest in Collateral Agent for the benefit of the Secured Parties to the extent provided in the Intercreditor Agreement, in which case Collateral Agent shall be entitled to exercise the power of attorney referred to in Section 9.1 to execute, cause to be acknowledged and notarized and record said absolute assignment with the applicable agency; (b) take and practice or sell the Patents; and (c) direct each Debtor to refrain, in which event such Debtor shall refrain, from practicing the Patents directly or indirectly, and such Debtor shall execute such other and further documents as Collateral Agent may request further to confirm this and to transfer ownership of the Patents to Collateral Agent for the benefit of the Secured Parties.

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SECTION 6
SPECIAL PROVISIONS CONCERNING COPYRIGHTS

     6.1 Representations and Warranties. Each Debtor represents and warrants that it is the true and lawful exclusive owner of the Copyrights listed as being owned by it in Schedule 2 hereto and that, as of the date hereof, the listed Copyrights include all the United States federal and foreign registrations or applications registered in the appropriate government agency or office in any applicable foreign jurisdiction which are necessary for such Debtor’s business as currently operated. Each Debtor represents and warrants that it owns or is licensed to use or is not prohibited from using all Copyrights that it uses. Each Debtor further warrants that it is aware of no third party claim (which could result in a Material Adverse Effect) that any aspect of such Debtor’s present or contemplated business operations infringes or will infringe any copyright. Each Debtor represents and warrants that it is the owner of record of all registrations and applications listed as being owned by it in Schedule 2 hereto and that such registrations are valid, subsisting, have not been canceled and that such Debtor is not aware of any third party claim (which could result in a Material Adverse Effect) that any such registration is invalid or unenforceable.

     6.2 Licenses and Assignments. Other than Permitted Licenses and the license agreements listed on Schedule 5 hereto and any extensions or renewals thereof, each Debtor hereby agrees not to divest itself of any right under any Copyright except those such Debtor reasonably determines are not necessary for the conduct of its or its Subsidiaries’ business.

     6.3 Infringements. Each Debtor agrees, promptly upon learning thereof, to notify Collateral Agent in writing of the name and address of, and to furnish such pertinent information that may be available with respect to, any party who may be infringing or otherwise violating any of such Debtor’s rights in and to any Copyright, or with respect to any party claiming that such Debtor’s use of any Copyright violates any property right of that party, in each case to the extent that such Debtor reasonably believes that such infringement or violation is material to its business or could result in a Material Adverse Effect. Each Debtor further agrees, if consistent with good business practice, diligently to prosecute any Person infringing any Copyright to the extent that such Debtor reasonably believes that such infringement is material to its business or could result in a Material Adverse Effect.

     6.4 Preservation of Copyrights. To the extent the failure to do so would cause a Material Adverse Effect and such Debtor reasonably believes it to be consistent with good business practice, each Debtor agrees to use its Copyrights in interstate commerce during the time in which this Agreement is in effect, sufficiently to preserve such Copyrights as copyrights registered under the laws of the United States or applicable foreign jurisdictions.

     6.5 Maintenance of Registration. To the extent the failure to do so would cause a Material Adverse Effect and such Debtor reasonably believes it to be consistent with good business practice, each Debtor shall, at its own expense, diligently process all documents required to maintain copyright registration, including but not limited to affidavits of use and applications for renewals of registration, and shall pay all fees and disbursements in connection therewith and shall not abandon any such filing of affidavit of use or any such application of

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renewal prior to the exhaustion of all reasonable administrative and judicial remedies without prior written consent of Collateral Agent.

     6.6 Future Registered Copyrights. If any Copyright registration is issued hereafter to any Debtor as a result of any application now or hereafter pending before the appropriate government agency or office in any applicable foreign jurisdiction, within 30 days of receipt of such registration such Debtor shall deliver a copy of such registration, and a grant of security in such Copyright to Collateral Agent, confirming the grant thereof hereunder, the form of such confirmatory grant to be satisfactory to Collateral Agent.

     6.7 Remedies. If an Event of Default shall occur and be continuing, Collateral Agent may, after ten days’ written notice to each Debtor, take any or all of the following actions: (a) declare the entire right, title and interest of each Debtor in and to each of the Copyrights and the goodwill of the business associated therewith, together with all copyright rights and rights of protection to the same, vested, in which event such rights, title and interest shall immediately vest, in Collateral Agent for the benefit of the Secured Parties to the extent provided in the Intercreditor Agreement, in which case Collateral Agent shall be entitled to exercise the power of attorney referred to in Section 9.1 to execute, cause to be acknowledged and notarized and record said absolute assignment with the applicable agency; (b) take and use or sell the Copyrights and the goodwill of each Debtor’s businesses symbolized by the Copyrights and the right to carry on the businesses and use the assets of such Debtor in connection with which the Copyrights have been used; and (c) direct each Debtor to refrain, in which event such Debtor shall refrain, from using the Copyrights in any manner whatsoever, directly or indirectly, and execute such other and further documents that Collateral Agent may request to further confirm this and to transfer ownership of the Copyrights and registrations and any pending copyright application in the appropriate government agency or office in any foreign jurisdiction to Collateral Agent.

SECTION 7
REPRESENTATIONS AND WARRANTIES

     Each Debtor represents and warrants to Collateral Agent that:

     7.1 Organization; Powers. Each Debtor is duly organized, validly existing, and in good standing under the laws of the state of its organization. Each Debtor has the power and authority to execute, deliver, and perform this Agreement, and the execution, delivery, and performance of this Agreement by each Debtor have been authorized by all necessary action on the part of such Debtor.

     7.2 Collateral. Each Debtor is the sole beneficial owner of the Collateral (and, with respect to the Pledged Shares, sole record owner thereof) in which such Debtor purports to grant a security interest pursuant to Section 3 hereof and no Lien exists or will exist upon such Collateral at any time (and no right or option to acquire the same exists in favor of any other Person), except for the pledge and security interest in favor of Collateral Agent for the benefit of the Secured Parties to the extent provided in the Intercreditor Agreement created or provided for herein and except for Permitted Liens (as defined in the Credit Agreement and used herein), which pledge and security interest shall constitute a first priority perfected pledge and security interest in and to all of such Collateral (other than Permitted Liens); and, subject to Section 3 and

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Section 8.16 hereof, will cause any and all Pledged Shares, to the extent certificated, whether for value paid by any Debtor or otherwise, to be forthwith deposited with Collateral Agent and pledged or assigned hereunder.

     7.3 Pledged Stock. The Pledged Stock represented by the certificates identified under the name of each Debtor in Schedule 1 hereto is, and all other Pledged Stock in which such Debtor shall hereafter grant a security interest pursuant to Section 3 hereof will be, duly authorized, validly existing, fully paid and non-assessable and none of such Pledged Stock is or will be subject to any contractual restriction, or any restriction under the charter or by-laws of the respective issuer of such Pledged stock, upon the transfer of such Pledged Stock (except for any such restriction contained herein or in the Credit Agreement or the Note Agreement, or as permitted by the Credit Agreement or the Note Agreement).

     7.4 Ownership of Pledged Stock. The Pledged Stock represented by the certificates identified under the name of each Debtor in Schedule 1 hereto constitutes (a) with respect to each Subsidiary other than a Foreign Subsidiary, all of the issued and outstanding shares of capital stock of any class of such issuers beneficially owned by such Debtor, and (b) with respect to each Foreign Subsidiary, all of the issued and outstanding shares of capital stock of any class of such Issuers beneficially owned by such Debtor which (subject to the definition of “Pledged Stock” in Section 1 hereof) in the aggregate do not represent more than 66% of the total combined voting power of all classes of capital stock of any such issuer (in each case, whether or not registered in the name of such Debtor) and said Schedule 1 correctly identifies, as at the date hereof, or, with respect to any Issuer created or acquired after the date hereof, as of the date of pledge hereunder, the respective Issuers of such Pledged Stock, the respective class and par value of the shares comprising such Pledged Stock and the respective number of shares (and registered owners thereof) represented by each such certificate.

     7.5 Intellectual Property Agreements. Schedule 5 hereto sets forth a complete and correct list of all material licenses and other user agreements, other than Permitted Licenses, included in the Intellectual Property on the date hereof. Notwithstanding anything contained herein to the contrary, each Debtor hereby represents and warrants that (a) except for Permitted Licenses granted by such Debtor in its Intellectual Property from time to time during the ordinary course of its business activities, such Debtor has not made any specific grants of licenses or sublicenses in any individual Copyright, Patent, or Trademark identified in Schedule 2, Schedule 3 and Schedule 4 hereto, and (b) no licensee or sublicensee has obtained an option to acquire sole title to any Debtor’s Intellectual Property.

     7.6 Intellectual Property Proceedings. To each Debtor’s knowledge, on and as of the date hereof: (a) there is no violation that could constitute a Material Adverse Effect by others of any right of such Debtor with respect to any Copyright, Patent or Trademark listed in Schedules 2, 3 and 4 hereto, respectively, under the name of such Debtor and (b) such Debtor is not infringing in any respect that could constitute a Material Adverse Effect upon any Copyright, Patent or Trademark of any other Person; and no proceedings have been instituted or are pending against such Debtor or, to such Debtor’s knowledge, threatened, and no claim against such Debtor has been received by such Debtor, alleging any such violation.

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     7.7 Fair Labor Standards. To the best of each Debtor’s knowledge, any goods now or hereafter produced by such Debtor or any of its Subsidiaries included in the Collateral have been and will be produced in compliance with the requirements of the Fair Labor Standards Act of 1938, as amended.

     7.8 Pledged Interests. The LLC Interests of each Debtor identified under the name of such Debtor on Schedule 1 hereto pledged hereunder, and in respect of which a security interest has been granted hereunder, constitute all of the issued and outstanding LLC Interests, limited liability company interests or other ownership or equity interests in any LLC owned by the Debtors; the Partnership Interests of each Debtor identified under the name of such Debtor on Schedule 1 hereto pledged hereunder, and in respect of which a security interest has been granted hereunder, constitute all of the issued and outstanding Partnership Interests or other ownership or equity interests in any Partnership owned by the Debtors; and none of the Pledged Interests is or will be subject to any contractual restriction, or any restriction under the organizational or other organic documents of the respective issuer of such Pledged Interests upon the transfer of such Pledged Interests (except for any such restriction contained herein or in the Credit Agreement or the Note Agreement, or as permitted by the Credit Agreement or the Note Agreement). The Pledged Interests have been duly authorized and validly issued, and all payments required to be made by any holder of such Pledged Interests in respect of such interests have been made. The LLC Interests in each LLC and the Partnership Interests in each Partnership are not represented by certificates, and the terms of such LLC Interests and Partnership Interests do not provide that any such LLC Interest or Partnership Interest is a security governed by Article 8 of the Uniform Commercial Code as in effect in any state.

     7.9 Inventory, Equipment, Pledged Obligations. All Inventory and Equipment of each Debtor are located at the locations specified on Schedule 6 hereto or, upon thirty (30) days’ prior written notice to Collateral Agent, at other locations within the continental United States of America in the ordinary course of each Debtor’s business so long as all actions have been taken to assure the continued perfection and priority of Collateral Agent’s security interest therein. Each Debtor has exclusive possession and control of its Inventory and Equipment. None of the Inventory or Equipment of any Debtor is evidenced by a Document (including, without limitation, a negotiable document of title). All Instruments and other Pledged Obligations of each Debtor have been, or upon request of the Collateral Agent, will be, endorsed and delivered to Collateral Agent.

     7.10 Not Margin Stock. None of the Pledged Stock constitutes margin stock, as defined in Regulation U of the Board of Governors of the Federal Reserve System.

     7.11 No Liens. No security agreement, financing statement, equivalent security or lien instrument or continuation statement covering all or part of the Collateral is on file or of record in any public office, except such as may have been or will be filed in favor of Collateral Agent pursuant to this Agreement and except as permitted by the terms of the Credit Agreement and the Note Agreement.

     7.12 Perfection. Upon filing of the financing statements (or amendments) in the offices referred to on Schedule 7 hereto and upon Collateral Agent’s taking possession of all Collateral with respect to which possession is required for perfection, the security interest created

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by this Agreement in all Collateral will constitute a valid, perfected first priority security interest in such Collateral (except for Permitted Liens) to the extent provided in the UCC, enforceable in accordance with its terms against all creditors of Debtors, or any of them, and any Persons purporting to purchase any such Collateral from any Debtor to the extent provided for by the UCC; provided that with regard to security interests in certain Collateral to be perfected upon Collateral Agent’s request as set forth herein, such security interests are perfected only to the extent that Collateral Agent has so requested.

     7.13 Principal Place of Business; State of Registration; Debtors’ Names. The principal place of business and chief executive office of each Debtor, and the office where such Debtor keeps its books and records, is located at the address listed on Schedule 8 hereto. Each Debtor’s state of incorporation, organization or formation is such state as shown on the signature pages of this Agreement. Each Debtor’s exact name is as set forth for such Debtor on the signature pages of this Agreement.

     7.14 Governmental Approvals. Except as set forth on Schedule 14, no consent of any other Person and no authorization, approval or other action by, and no notice to or filing with, any Tribunal is required (a) for the pledge by any Debtor of the Collateral pledged by it hereunder, for the grant by any Debtor of the security interest granted hereby, or for the execution, delivery, or performance of this Agreement by any Debtor, (b) for the perfection or maintenance of the pledge, assignment, and security interest created hereby (including the first priority nature of such pledge, assignment, and security interest) or (c) for the enforcement of remedies by Collateral Agent.

     7.15 No Restrictions. There are no restrictions upon the Voting Rights associated with, or upon the transfer of, any of the Pledged Shares. The Pledged Shares are not subject to any put, call, option or other right in favor of any other Person whatsoever.

     7.16 Voting Agreements. There are no voting trusts or other agreements or understandings to which any Debtor is a party or by which it may be bound with respect to voting, managerial consent, election or other rights of any Debtor relating to the Pledged Shares.

     7.17 Pledged Interests; Legal Matters. No Debtor is in default in the payment of any portion of any mandatory capital contribution, if any, required to be made under any agreement to which any Debtor is a party relating to its LLC Interests or Partnership Interests, and no Debtor is in violation of any other material provisions of any such agreement to which such Debtor is a party, or otherwise in default or violation thereunder. No LLC Interest or Partnership Interest is subject to any defense, offset or counterclaim, nor have any of the foregoing been asserted or alleged against any Debtor by any Person with respect thereto and as of the date hereof, there are no certificates, instruments, documents or other writings (other than the operating agreements, partnership agreements and certificates, if any, delivered to Collateral Agent) which evidence any LLC Interest or Partnership Interest of any Debtor.

     7.18 Accounts. Unless a Debtor has given Collateral Agent written notice to the contrary, whenever the security interest granted hereunder attaches to an Account, each Debtor shall be deemed to have represented and warranted to Collateral Agent as to each and all of its Accounts that (a) each Account is genuine and in all respects what it purports to be, (b) each

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Account represents the legal, valid, and binding obligation of the account debtor evidencing indebtedness unpaid and owed by such account debtor arising out of the performance of labor or services by such Debtor or the sale or lease of goods by such Debtor, (c) the amount of each Account represented as owing is the correct amount actually and unconditionally owing except for normal trade discounts granted in the ordinary course of business, and (d) to the best of Debtor’s knowledge, no Account is subject to any offset, counterclaim, or other defense.

     7.19 Trade Names. Except as set forth on Schedule 9 hereto, no Debtor has within the past five years done business under any name or trade name other than its legal name set forth at the beginning of this Agreement.

     7.20 Deposit Accounts. Schedule 10 is a complete and correct list of all Deposit Accounts (other than local plant Deposit Accounts which shall not have cash balances exceeding $10,000 per Deposit Account) maintained by or in which any Debtor has any interest and correctly describes the bank in which such account is maintained (including the specific branch), the street address (including the specific branch) and ABA number of such bank, the account number, and account type.

     7.21 Commodity Accounts. Schedule 11 is a complete and correct list of all Commodity Accounts in which any Debtor has any interest, including the complete name and identification number of the account, a description of the governing agreement, and the name and street address of the Commodity Intermediary maintaining the account.

     7.22 Securities Accounts. Schedule 12 is a complete and correct list of all Securities Accounts in which any Debtor has any interest, including the complete name and identification number of the account, a description of the governing agreement, and the name and street address of the Securities Intermediary maintaining the account.

     7.23 Letters of Credit. Schedule 13 is a complete and correct list of all Letters of Credit in which any Debtor has any interest (other than solely as an applicant) and correctly describes the bank which issued the Letter of Credit, and the Letter of Credit’s number, issue date, expiry, and face amount.

     7.24 Organizational Identification Numbers. The Borrower’s true and correct organizational identification number is set forth with its name on the signature pages hereto and Schedule 15 is a complete and correct list of all other Debtors’ organizational identification numbers.

SECTION 8
COVENANTS

     The Debtors jointly and severally covenant and agree with Collateral Agent and all other Secured Parties that until the Senior Secured Obligations are indefeasibly paid and performed in full and all commitments and other obligations of the Secured Parties to the Borrower and all Letters of Credit (as defined in the Credit Agreement) have expired or terminated:

     8.1 Maintenance. Each Debtor shall maintain the Collateral in good operating condition and repair in a manner consistent with current practices, and no Debtor shall permit

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any waste or destruction of the Collateral or any part thereof except for the ordinary wear and tear of its intended primary use. No Debtor shall use or permit the Collateral to be used in violation of any law or inconsistently with the terms of any policy of insurance, if such use could cause a Material Adverse Effect. No Debtor shall use or permit the Collateral to be used in any manner or for any purpose that would impair the value of the Collateral or expose the Collateral to unusual risk.

     8.2 Encumbrances. No Debtor shall create, permit, or suffer to exist, and each Debtor shall defend the Collateral against, any Lien on the Collateral except Liens expressly permitted by the Financing Documents and shall defend such Debtor’s rights in the Collateral and Collateral Agent’s security interest in the Collateral against the claims of all Persons.

     8.3 Modification of Collateral. No Debtor shall do anything to impair the rights of Collateral Agent in the Collateral. Without the prior written consent of Collateral Agent, no Debtor shall, otherwise in a manner consistent with its current practices, (a) grant any extension of time for any payment with respect to the Collateral, other than trade extensions granted in the ordinary course of business, (b) compromise, compound, or settle any of the Collateral, (c) release in whole or in part any Person liable for payment with respect to the Collateral, (d) allow any credit or discount for payment with respect to the Collateral other than normal trade discounts granted in the ordinary course of business and other adjustments, such as bad debt expense, made in the ordinary course of business, (e) release any Lien securing the Collateral, or (f) otherwise amend or modify any of the Collateral in any material manner.

     8.4 Disposition of Collateral. No Debtor shall sell, lease, assign, transfer or otherwise dispose of any Collateral outside of its ordinary course of business, except as expressly permitted by the Credit Agreement and the Note Agreement.

     8.5 Further Assurances. At any time and from time to time, upon the request of Collateral Agent, and at the sole expense of the Debtors, each Debtor shall promptly execute and deliver all such further instruments and documents and take such further action as Collateral Agent may deem necessary or desirable to preserve and perfect its security interest in the Collateral and carry out the provisions and purposes of this Agreement, including, without limitation, the execution and filing of such financing statements as Collateral Agent may require. Each Debtor authorizes Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relating to all or any part of the Collateral. A carbon, photographic, or other reproduction of any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement and may be filed as a financing statement. Each Debtor shall promptly endorse and deliver to Collateral Agent all Documents and Instruments that it now owns or may hereafter acquire. In the event that Collateral Agent desires to exercise any remedies, voting or consensual rights or attorney-in-fact powers set forth in this Agreement upon the occurrence and during the continuance of an Event of Default, and Collateral Agent determines it necessary to obtain any approvals or consents of any Tribunal or any other Person therefor, then, upon the request of Collateral Agent, each Debtor agrees to use its best efforts to assist and aid Collateral Agent to obtain as soon as practicable any necessary approvals for the exercise of any such remedies, rights and powers. Without in any way limiting the foregoing, each Debtor will (i) upon any request of Collateral Agent, take any and all actions as Collateral Agent shall deem necessary or appropriate to cause Collateral Agent to have control

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of each Letter-of-Credit Right of such Debtor; and (ii) upon any request by Collateral Agent, take any and all actions as Collateral Agent shall deem necessary or appropriate to cause and maintain validity and perfection of Collateral Agent’s security interest in any Commercial Tort Claims of such Debtor, including without limitation providing an accurate description thereof sufficient for such purpose and executing and delivering a security agreement or an amendment to this Agreement to describe and identify such Commercial Tort Claim and any and all other documents, instruments and agreements as Collateral Agent may request, and each Debtor authorizes Collateral Agent to file any Uniform Commercial Code financing statements or amendments containing descriptions of any and all Commercial Tort Claims of such Debtor as Collateral Agent may deem necessary or appropriate.

     8.6 Risk of Loss; Insurance. The Debtors shall be responsible for any loss of or damage to the Collateral. Each Debtor shall maintain, with financially sound and reputable companies, insurance policies (a) insuring the Collateral against loss by fire, explosion, theft, and such other risks and casualties as are customarily insured against by companies engaged in the same or a similar business, and (b) insuring such Debtor and Collateral Agent against liability for personal injury and property damage relating to the Collateral, such policies to be in such amounts and covering such risks as are customarily insured against by companies engaged in the same or a similar business, but at least in the amounts specified in the Credit Agreement and the Note Agreement with losses payable to such Debtor and Collateral Agent. All insurance with respect to the Collateral shall provide that no cancellation, reduction in amount, or change in coverage thereof shall be effective unless Collateral Agent has received thirty (30) days prior written notice thereof. Each Debtor shall furnish Collateral Agent with certificates or other evidence satisfactory to Collateral Agent of compliance with the foregoing insurance provisions. Each Debtor shall deliver to Collateral Agent upon demand copies of all insurance policies covering the Collateral or any part thereof.

     8.7 Inspection Rights. Each Debtor shall permit Collateral Agent and each Secured Party and their representatives to examine or inspect the Collateral wherever located and to examine, inspect, and copy such Debtor’s books and records at any reasonable time and as often as they may desire. Upon the occurrence and during the continuance of an Event of Default, Collateral Agent may at any time and from time to time contact account debtors and other obligors to verify the existence, amounts, and terms of any Debtor’s Accounts. Each Debtor agrees to render to Collateral Agent, at such Debtor’s cost and expense, such clerical and other assistance as may be reasonably requested by Collateral Agent with regard thereto.

     8.8 Landlord’s Waivers or Subordinations. With respect to all locations of Equipment and Inventory, each Debtor shall, if requested by Collateral Agent, cause each landlord of real property leased by such Debtor to execute and deliver instruments satisfactory in form and substance to Collateral Agent by which such landlord waives or subordinates its rights, if any, in the Collateral.

     8.9 Notification. Each Debtor shall promptly notify Collateral Agent of (a) any Lien (other than a Permitted Lien) or material claim made or threatened against the Collateral, (b) any material change in the Collateral, including, without limitation, any material damage to or loss of the Collateral, (c) the occurrence or existence of a Default, and (d) any options of licensees or

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sublicensees to acquire sole title to any Debtor’s Intellectual Property obtained by such licensee or sublicensees as a result of the existence of a license or sublicense.

     8.10 Corporate Changes. Except as permitted under the Financing Documents, no Debtor shall change its address, location, name, identity, jurisdiction of incorporation, organization or formation, or organizational structure unless such Debtor shall have given Collateral Agent thirty (30) days prior written notice thereof and shall have taken all action deemed necessary or desirable by Collateral Agent to have caused the security interest created herein to be at all times fully perfected and in full force and effect with the priority required by this Agreement. No Debtor shall change its principal place of business, chief executive office, or the place where it keeps its books and records unless it shall have given Collateral Agent 30 days prior written notice thereof and shall have taken all action deemed necessary or desirable by Collateral Agent to cause its security interest in the Collateral to be fully perfected and in full force and effect with the priority required by this Agreement.

     8.11 Books and Records; Information. Each Debtor shall keep accurate and complete books and records of the Collateral and such Debtor’s business and financial condition in accordance with GAAP (subject to year-end adjustments and disclosures). Each Debtor shall from time to time at the request of Collateral Agent deliver to Collateral Agent such information regarding the Collateral and such Debtor as Collateral Agent may request, including, without limitation, lists and descriptions of the Collateral and evidence of the identity and existence of the Collateral. Each Debtor shall mark its books and records to reflect the security interest of Collateral Agent under this Agreement.

     8.12 Location of Collateral. No Debtor shall move any of its Equipment or Inventory from the locations specified herein to locations not specified herein without the prior written notice to Collateral Agent, except in the ordinary course of business so long as all actions have been taken to assure the continued perfection and priority of Collateral Agent’s security interest therein.

     8.13 Warehouse Receipts Non-Negotiable. Each Debtor agrees that if any warehouse receipt or receipt in the nature of a warehouse receipt is issued in respect of any of the Collateral, such warehouse receipt or receipt in the nature thereof shall not be “negotiable” (as such term is used in Section 7.104 of the UCC as in effect in any relevant jurisdiction or under relevant law).

     8.14 Collection of Accounts. Except as otherwise provided in this Section, the Debtors shall have the right to collect and receive payments on the Accounts. In connection with such collections, the Debtors may take (and after the occurrence and during the continuance of an Event of Default, at Collateral Agent’s direction, shall take) such actions as the Debtors or Collateral Agent may deem necessary or advisable to enforce collection of the Accounts. At any time after the occurrence and during the continuation of an Event of Default, Collateral Agent shall have the right to, or upon the request of Collateral Agent the Debtors shall, instruct all account debtors and other Persons obligated in respect of the Accounts to make all payments on the Accounts either (a) directly to Collateral Agent (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of Collateral Agent), or (b) to one or more other banks in the United States of America (by instructing that such payments be remitted to a post office box which shall be in the name or under the control of

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Collateral Agent) under arrangements in form and substance satisfactory to Collateral Agent pursuant to which the Debtors shall have irrevocably instructed such other bank (and such other bank shall have agreed) to remit all such payments directly to Collateral Agent. In addition to the foregoing, each Debtor agrees that if any Proceeds of any Collateral (including payments made in respect of Accounts) shall be received by such Debtor while an Event of Default exists, such Debtor shall promptly deliver such Proceeds to Collateral Agent, for the ratable benefit of the Secured Parties to the extent provided in the Intercreditor Agreement, with any necessary endorsements. Until such Proceeds are delivered to Collateral Agent, such Proceeds shall be held in trust by such Debtor for the benefit of Collateral Agent and shall not be commingled with any other funds or property of any Debtor. All Proceeds of Collateral received by Collateral Agent pursuant to this Section shall be applied to the Senior Secured Obligations in accordance with the Intercreditor Agreement.

     8.15 Preservation of Security Interest and Other Perfection. Each Debtor shall:

          (a) maintain the security interest created by this Agreement as a first priority perfected security interest (subject to Permitted Liens) and shall defend such security interest against claims and demands of all Persons whomsoever and give, execute, deliver, file and/or record any financing statement, continuation statement, notice, instrument, document, agreement or other papers that may be necessary or desirable (in the judgment of Collateral Agent) to create, preserve, perfect or validate the security interest granted pursuant hereto or to enable Collateral Agent to exercise and enforce its rights hereunder with respect to such pledge and security interest (and each Debtor authorizes Collateral Agent to file any such financing or continuation statement without the signature of each Debtor to the extent permitted by applicable law), including, without limitation, after the occurrence and during the continuance of an Event of Default, causing any or all of the Stock and Interests Collateral to be transferred of record into the name of Collateral Agent or its nominee (and Collateral Agent agrees that if any Stock and Interests Collateral is transferred into its name or the name of its nominee, Collateral Agent will thereafter promptly give to the respective Debtor copies of any notices and communications received by it with respect to the Stock and Interests Collateral) and if any amount payable under or in connection with any of the LLC Interests or Partnership Interests shall be or become evidenced by any certificate or Instrument, such certificate or Instrument shall be immediately delivered to Collateral Agent, duly endorsed in a manner satisfactory to Collateral Agent or accompanied by transfer powers duly executed in blank, to be held as Collateral pursuant to this Agreement;

          (b) furnish to Collateral Agent upon its request statements and schedules further identifying and describing the Copyright Collateral, the Patent Collateral and the Trademark Collateral, respectively, and such other reports in connection with the Copyright Collateral, the Patent Collateral and the Trademark Collateral, as Collateral Agent may reasonably request, all in reasonable detail;

          (c) promptly upon request of Collateral Agent, following receipt by Collateral Agent of any statements, schedules or reports pursuant to clause (b) above, modify this Agreement by amending Schedules 2, 3 and/or 4 hereto, as the case may be, to include any Copyright, Patent or Trademark that becomes part of the Collateral under this Agreement; and

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          (d) upon the occurrence and during the continuance of any Event of Default, permit representatives of Collateral Agent to be present at such Debtor’s place of business to receive copies of all communications and remittances relating to the Collateral, and forward copies of any notices or communications received by such Debtor with respect to the Collateral, all in such manner as Collateral Agent may require.

     8.16 Special Provisions Relating to Certain Collateral.

          (a) Pledged Shares and Pledged Obligations.

               (i) The Debtors will cause the Pledged Stock to constitute at all times, with respect to (x) any Issuer other than a Foreign Subsidiary, all of shares of each class of capital stock of each such Issuer then owned by any Debtor and (y) any Foreign Subsidiary, such amount of the shares of capital stock of each such Issuer as will not (subject to the definition of “Pledged Stock” in Section 1 hereof) result in greater than 66% of the total combined voting power of all classes of capital stock of any such Issuer.

               (ii) In addition to all powers granted to Collateral Agent pursuant to Section 9.1 hereof, so long as no Event of Default shall have occurred and be continuing, the Debtors shall have the right to exercise all voting, consensual, partnership, managerial and membership rights and powers and other powers of ownership pertaining to the Pledged Shares (collectively, the “Voting Rights”) for all purposes not inconsistent with the terms of this Agreement, the other Financing Documents or any other instrument or agreement referred to herein or therein; provided, however, that each Debtor agrees that no vote shall be cast or membership or partnership right exercised or other action taken which, in Collateral Agent’s reasonable judgment, would materially impair the Pledged Shares (other than pursuant to a transaction expressly permitted under the Credit Agreement and the Note Agreement) or which would be inconsistent with or result in any violation of any provision of any of this Agreement or any other Financing Document. Collateral Agent shall execute and deliver to the Debtors or cause to be executed and delivered to the Debtors all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Debtors may reasonably request for the purpose of enabling the Debtors to exercise the Voting Rights that they are entitled to exercise pursuant to this Section 8.16. Upon the occurrence and during the continuance of an Event of Default, at Collateral Agent’s option and following written notice from Collateral Agent to the Debtors (such written notice to be effective immediately upon the giving thereof as provided below) all rights of the Debtors to exercise the Voting Rights they are entitled to exercise pursuant to this Section 8.16, and the obligations of Collateral Agent under this Section 8.16, shall cease, and all such Voting Rights shall thereupon become vested in Collateral Agent, which shall have the sole and exclusive right and authority to exercise such Voting Rights, including, without limitation, the right to act by shareholder, partner, member or other interestholder consent. Such authorization shall constitute an irrevocable voting proxy from each Debtor to Collateral Agent or, at Collateral Agent’s option, to Collateral Agent’s nominee.

               (iii) Subject to the provisions of Section 9 hereof, if any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not Collateral Agent or any Secured Party exercises any available right to declare any Senior

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Secured Obligations due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the Credit Agreement, the Note Agreement, or any other agreement relating to such Senior Secured Obligations, all dividends and other distributions on the Pledged Shares shall be paid directly to Collateral Agent and retained by it as part of the Collateral, subject to the terms of this Agreement, and, if Collateral Agent shall so request in writing, the Debtors jointly and severally agree to execute and deliver to Collateral Agent appropriate additional dividend, distribution and other orders and documents to that end.

               (iv) So long as no Event of Default has occurred, and to the extent not prohibited by the Financing Documents, each Debtor shall be entitled to receive and retain principal and interest payments, if any, paid on the Pledged Obligations.

               (v) Each Debtor hereby represents and warrants that it has made its own arrangements for keeping informed of changes or potential change affecting the Pledged Shares and the Pledged Obligations (including, without limitation, rights to convert, rights to subscribe, payment of dividends, reorganization or other exchanges, tender offers and voting rights of the Pledged Shares), and each Debtor agrees that Collateral Agent shall have no responsibility or liability for informing such Debtor of any such changes or potential changes or for taking any action or omitting to take any action with respect thereto.

               (vi) Collateral Agent may, upon the occurrence and during the continuation of an Event of Default, without notice and at its option, transfer or register the Pledged Shares and the Pledged Obligations or any part thereof, into its or its nominee’s name, or endorse any of the Pledged Obligations for negotiation, without any indication that such Collateral is subject to the security interest hereunder.

               (vii) No LLC or Partnership shall amend or modify or permit any amendment or modification of the terms of any LLC Interest or Partnership Interest to provide that any such LLC Interest or Partnership Interest is a security governed by Article 8 of the Uniform Commercial Code as in effect in any state.

          (b) Intellectual Property.

               (i) For the purpose of enabling Collateral Agent, during the continuance of an Event of Default, to exercise rights and remedies under Sections 9 and 10 hereof at such time as Collateral Agent shall be lawfully entitled to exercise such rights and remedies, and for no other purpose, each Debtor hereby grants to Collateral Agent, to the extent assignable, an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to such Debtor) to use, assign, license or sublicense any of the Intellectual Property now owned or hereafter acquired by such Debtor, wherever the same may be located, including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof.

               (ii) Notwithstanding anything contained herein to the contrary, but subject to the provisions of Section 8.2.2 of the Credit Agreement and any other provision in the Note Agreement or any other agreement relating to the Senior Secured Obligations that limit the right of the Debtors to dispose of their respective property, so long as no Event of Default shall

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have occurred and be continuing, the Debtors will be permitted to exploit, use, enjoy, protect, license, sublicense, assign, sell, dispose of or take other actions with respect to the Intellectual Property in the ordinary course of the business of the Debtors. In furtherance of the foregoing, unless an Event of Default shall have occurred and be continuing Collateral Agent shall from time to time, upon the request of the respective Debtor, execute and deliver any instruments, certificates or other documents, in the form so requested, that such Debtor shall have certified are appropriate (in its judgment) to allow it to take any action permitted above (including relinquishment of the license provided pursuant to clause (i) immediately above as to any specific Intellectual Property). Further, upon the payment in full of all of the Senior Secured Obligations and cancellation or termination of the Aggregate Commitments or earlier expiration of this Agreement or release of the Collateral, Collateral Agent shall grant back to the Debtors the license granted pursuant to clause (i) immediately above. The exercise of rights and remedies under Section 9 or Section 10 hereof by Collateral Agent shall not terminate the rights of the holders of any licenses or sublicenses theretofore granted by the Debtors in accordance with the first sentence of this clause (ii).

          (c) Motor Vehicles. Each Debtor shall, upon the request of Collateral Agent, deliver to Collateral Agent originals of the certificates of title or ownership for the Motor Vehicles and any other Equipment covered by certificates of title or ownership, owned by it with Collateral Agent listed as lienholder.

          (d) Deposit Accounts, Commodity Accounts, Securities Accounts and Letter-of-Credit Rights. No Debtor shall establish or maintain any (i) Deposit Account or similar bank account not listed on Schedule 10, (ii) Commodity Account not listed on Schedule 11, or (iii) Securities Account not listed on Schedule 12, unless Collateral Agent receives prior written notice thereof, and such Debtor executes and delivers to Collateral Agent assignments of such account in such form as Collateral Agent may request, the bank, Commodity Intermediary, or Securities Intermediary, as appropriate, in which such account will be maintained delivers to Collateral Agent acknowledgments of the assignment of such account in form and substance satisfactory to Collateral Agent, and takes all actions necessary to establish in Collateral Agent control (as that term is defined in the UCC) with respect to such Deposit Account, Commodity Account, or Securities Account. No Debtor shall obtain or maintain any interest in any Commodity Contract other than Commodity Contracts held in and subject to a Commodity Account described in Schedule 11 with respect to which such Debtor has complied with this Section 8.16(d). No Debtor shall obtain or maintain any interest in any Securities Entitlement other than Securities Entitlements held in and subject to a Securities Account described on Schedule 12 with respect to which Debtor has complied with this Section 8.16(d).

          (e) As-Extracted Collateral. Each Debtor shall, upon the request of Collateral Agent, deliver to Collateral Agent, all documentation necessary for the Collateral Agent to perfect its Lien in As-Extracted Collateral.

     8.17 Fraudulent Conveyances. Notwithstanding any contrary provision, each Debtor agrees that if, but for the application of this paragraph, any of the Senior Secured Obligations or Collateral Agent’s security interest would constitute a preferential transfer under 11 U.S.C. § 547, a fraudulent conveyance under 11 U.S.C. § 548, or a fraudulent conveyance or transfer under any state fraudulent conveyance, fraudulent transfer, or similar laws in effect from time to

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time (each a “fraudulent conveyance”), then the Senior Secured Obligations and such security interest remains enforceable to the maximum extent possible without causing any of the Senior Secured Obligations or the security interest to be a fraudulent conveyance, and this Agreement is automatically amended to carry out the intent of this paragraph.

SECTION 9
RIGHTS OF COLLATERAL AGENT

     9.1 POWER OF ATTORNEY. EACH DEBTOR HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS COLLATERAL AGENT AND ANY OFFICER OR AGENT THEREOF, WITH FULL POWER OF SUBSTITUTION, AS ITS TRUE AND LAWFUL ATTORNEY-IN-FACT WITH FULL IRREVOCABLE POWER AND AUTHORITY IN THE NAME OF SUCH DEBTOR OR IN ITS OWN NAME, TO TAKE ANY AND ALL ACTION AND TO EXECUTE ANY AND ALL DOCUMENTS AND INSTRUMENTS WHICH COLLATERAL AGENT AT ANY TIME AND FROM TIME TO TIME DEEMS NECESSARY OR DESIRABLE TO ACCOMPLISH THE PURPOSES OF THIS AGREEMENT AND, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EACH DEBTOR HEREBY GIVES COLLATERAL AGENT THE POWER AND RIGHT ON BEHALF OF SUCH DEBTOR AND IN ITS OWN NAME TO DO ANY OF THE FOLLOWING AFTER THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT (EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN), BUT WITHOUT NOTICE TO OR THE CONSENT OF SUCH DEBTOR:

          (a) to demand, sue for, collect, or receive in the name of any Debtor or in its own name, any money or property at any time payable or receivable on account of or in exchange for any of the Collateral and, in connection therewith, endorse checks, notes, drafts, acceptances, money orders, documents of title, or any other instruments for the payment of money under the Collateral or any policy of insurance;

          (b) to pay or discharge taxes or Liens levied or placed on the Collateral;

          (c) to notify post office authorities to change the address for delivery of mail of any Debtor to an address designated by Collateral Agent and to receive, open, and dispose of mail addressed to any Debtor;

          (d) (A) to direct account debtors and any other parties liable for any payment under any of the Collateral to make payment of any and all monies due and to become due thereunder directly to Collateral Agent or as Collateral Agent shall direct; (B) to receive payment of and receipt for any and all monies, claims, and other amounts due and to become due at any time in respect of or arising out of any Collateral; (C) to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, proxies, stock powers, verifications, and notices in connection with accounts and other documents relating to the Collateral; (D) to commence and prosecute any suit, action, or proceeding at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral; (E) to defend any suit, action, or proceeding brought against any Debtor with respect to any Collateral; (F) to settle, compromise, or adjust any suit, action, or proceeding described above and, in connection

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therewith, to give such discharges or releases as Collateral Agent may deem appropriate; (G) to exchange any of the Collateral for other property upon any merger, consolidation, reorganization, recapitalization, or other readjustment of the issuer thereof and, in connection therewith, deposit any of the Collateral with any committee, depositary, transfer agent, registrar, or other designated agency upon such terms as Collateral Agent may determine (which may be done before or after the occurrence of an Event of Default); (H) to add or release any guarantor, endorser, surety, or other party to any of the Collateral (which may be done before or after the occurrence of an Event of Default); (I) to renew, extend, or otherwise change the terms and conditions of any of the Collateral; (J) to make, settle, compromise, or adjust claims under any insurance policy covering any of the Collateral; (K) to sign any document which may be required by applicable law or by the United States Patent and Trademark Office or any equivalent government agency or office of any applicable foreign jurisdiction in order to effect an absolute assignment of all right, title and interest in each Patent and Trademark and associated goodwill, and record the same; (L) to sign any document which may be required by applicable law or by the United States Copyright Office, the United States Library of Congress or any equivalent government agency or office of any applicable foreign jurisdiction in order to effect an absolute assignment of all right title and interest in each Copyright, and record the same; and (M) to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though Collateral Agent were the absolute owner thereof for all purposes, and to do, at Collateral Agent’s option and the Debtors’ expense, at any time, or from time to time, all acts and things which Collateral Agent deems necessary to protect, preserve, or realize upon the Collateral and Collateral Agent’s security interest therein.

     This power of attorney is a power coupled with an interest and shall be irrevocable. Collateral Agent shall be under no duty to exercise or withhold the exercise of any of the rights, powers, privileges, and options expressly or implicitly granted to Collateral Agent in this Agreement, and shall not be liable for any failure to do so or any delay in doing so. Collateral Agent shall not be liable for any act or omission or for any error of judgment or any mistake of fact or law in its individual capacity or in its capacity as attorney-in-fact except acts or omissions resulting from its willful misconduct. This power of attorney is conferred on Collateral Agent solely to protect, preserve, and realize upon its security interest in the Collateral. Collateral Agent shall not be responsible for any decline in the value of the Collateral and shall not be required to take any steps to preserve rights against prior parties or to protect, preserve, or maintain any security interest or Lien given to secure the Collateral.

     9.2 Certain Covenants and Rights Regarding the Collateral.

          (a) After the occurrence and during the continuance of an Event of Default, each Debtor shall from time to time at the request of Collateral Agent furnish Collateral Agent with a schedule of each Account included in the Collateral and a list of all those liable on checks, notes, drafts, and other Instruments representing the Proceeds of such Accounts. Collateral Agent shall have the right to make test verifications of the Collateral. If any part of the Collateral is or becomes subject to the Federal Assignment of Claims Act, each Debtor whose Collateral has been affected thereby will, at the request of Collateral Agent, execute all instruments and take all steps required by Collateral Agent to comply with that act. If any part of the Collateral is evidenced by chattel paper, or by one or more promissory notes, trade acceptances or other Instruments, each Debtor will, at the request of Collateral Agent,

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immediately deliver them to Collateral Agent, after the occurrence and during the continuance of an Event of Default, appropriately endorsed to the order of Collateral Agent, and regardless of the form of endorsement, such Debtor waives presentment, demand, notice of dishonor, protest, and notice of protest.

          (b) If the validity or priority of this Agreement or of any rights, titles, security interests or other interests created or evidenced hereby shall be attacked, endangered, or questioned, or if any legal proceedings are instituted with respect thereto, each Debtor will give prompt written notice thereof to Collateral Agent and, at such Debtors’ own cost and expense, will diligently endeavor to cure any defect which may be developed or claimed, and will take all necessary and proper steps for the defense of such legal proceedings, and Collateral Agent (whether or not named as a party to the legal proceedings with respect thereto) is hereby authorized and empowered to take such additional steps as in its judgment and discretion may be necessary or proper for the defense of any such legal proceedings or the protection of the validity or priority of this Agreement and the rights, titles, security interests, and other interests created or evidenced hereby, and all expenses so incurred of every kind and character shall be a demand obligation owing by the Debtors and the party incurring such expenses shall be subrogated to all rights of the Person receiving such payment.

          (c) Upon the occurrence of an Event of Default and at any time thereafter, Collateral Agent is authorized to take possession of the Collateral and of all books, records and accounts relating thereto, and to exercise without interference from the Debtors any and all rights which any such Debtor has with respect to the management, possession, protection, or preservation of the Collateral. If necessary to obtain the possession provided for above, Collateral Agent may invoke any and all legal remedies to dispossess any such Debtor, including specifically one or more actions for forcible entry and detainer. In connection with any action taken by Collateral Agent pursuant to this Section, Collateral Agent shall not be liable for any loss sustained by any Debtor resulting from any act or omission of Collateral Agent unless such loss is caused by the willful misconduct and bad faith of Collateral Agent, nor shall Collateral Agent be obligated to perform or discharge any obligation, duty, or liability under any sale or lease agreement covering the Collateral or any part thereof, or under or by reason of this Agreement or exercise of rights or remedies hereunder.

          (d) At any time after the occurrence of an Event of Default and during its continuation, Collateral Agent may notify the account debtors or obligors of any Accounts, Instruments, or other evidences of indebtedness included in the Collateral to pay Collateral Agent directly. Until Collateral Agent elects to exercise these rights, each Debtor is authorized to collect and enforce such Accounts, Instruments, and other evidences of indebtedness. The costs of collection and enforcement, including attorneys’ fees and expenses, shall be borne solely by the Debtors whether incurred by Collateral Agent or the Debtors.

     9.3 Performance by Collateral Agent. If any of the Debtors fails to perform or comply with any of its obligations or agreements contained herein, Collateral Agent itself may, at its sole discretion, cause or attempt to cause performance or compliance with such agreement, and the expenses of Collateral Agent, together with interest thereon at the Maximum Rate, shall be payable by the Debtors to Collateral Agent on demand and shall constitute Senior Secured Obligations secured by this Agreement. Collateral Agent, upon making such payment, shall be

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subrogated to all of the rights of the Person receiving such payment. Notwithstanding the foregoing, it is expressly agreed that Collateral Agent shall not have any liability or responsibility for the performance of any obligation of any Debtor under this Agreement.

     9.4 Subrogation. If any of the Senior Secured Obligations are given in renewal or extension or applied toward the payment of indebtedness secured by any Lien, the Secured Parties shall be, and are hereby, subrogated to all of the rights, titles, interests and Liens securing the indebtedness so renewed, extended, or paid.

     9.5 Collateral Agent’s Duty of Care. Other than the exercise of reasonable care in the physical custody of the Collateral while held by Collateral Agent hereunder, Collateral Agent shall have no responsibility for or obligation or duty with respect to all or any part of the Collateral or any matter or proceeding arising out of or relating thereto, including without limitation any obligation or duty to collect any sums due in respect thereof or to protect or preserve any rights against prior parties or any other rights pertaining thereto, it being understood and agreed that each Debtor shall be responsible for preservation of all rights in the Collateral. Without limiting the generality of the foregoing, Collateral Agent shall be conclusively deemed to have exercised reasonable care in the custody of the Collateral if Collateral Agent takes such action, for purposes of preserving rights in the Collateral, as any Debtor may reasonably request in writing, but no failure or omission or delay by Collateral Agent in complying with any such request by any Debtor, and no refusal by Collateral Agent to comply with any such request by any Debtor, shall be deemed to be a failure to exercise reasonable care.

     9.6 Assignment by Collateral Agent. The Secured Parties may from time to time assign the Senior Secured Obligations and any portion thereof and/or the Collateral and any portion thereof in accordance with the applicable provisions of the Credit Agreement, the Note Agreement and the Intercreditor Agreement, and the assignee shall be entitled to all of the rights and remedies of such Person under this Agreement in relation thereto.

SECTION 10
DEFAULT

     10.1 Rights and Remedies. Upon the occurrence of an Event of Default, Collateral Agent shall have the following rights and remedies:

          (a) In addition to all other rights and remedies granted to Collateral Agent in this Agreement and in any other instrument or agreement securing, evidencing, or relating to the Senior Secured Obligations or any part thereof or by applicable law, Collateral Agent shall have all of the rights and remedies of a secured party under the UCC (whether or not the UCC applies to the affected Collateral). Without limiting the generality of the foregoing, Collateral Agent may (A) without demand or notice to any Debtor, collect, receive, or take possession of the Collateral or any part thereof and for that purpose Collateral Agent may enter upon any premises on which the Collateral is located and remove the Collateral therefrom or render it inoperable, and/or (B) sell, lease, or otherwise dispose of the Collateral, or any part thereof, in one or more parcels at public or private sale or sales, at Collateral Agent’s offices or elsewhere, for cash, on credit, or for future delivery, and upon such other terms as Collateral Agent may deem commercially reasonable. Each Secured Party shall have the right at any public sale or sales,

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and, to the extent permitted by applicable law, at any private sale or sales, to bid and become a purchaser of the Collateral or any part thereof free of any right or equity of redemption on the part of any Debtor, which right or equity of redemption is hereby expressly waived and released by each Debtor. Upon the request of Collateral Agent, each Debtor shall assemble the Collateral and make it available to Collateral Agent at any place designated by Collateral Agent that is reasonably convenient to such Debtor and Collateral Agent. Each Debtor agrees that Collateral Agent shall not be obligated to give more than ten days prior written notice of the time and place of any public sale or of the time after which any private sale may take place and that such notice shall constitute reasonable notice of such matters. Collateral Agent shall not be obligated to make any sale of Collateral if it shall determine not to do so, regardless of the fact that notice of sale of Collateral may have been given. Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement of the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. Each Debtor shall be jointly and severally liable for all expenses of retaking, holding, preparing for sale, or the like, and all attorneys’ fees, legal expenses, and all other costs and expenses incurred by any Secured Party in connection with the collection of the Senior Secured Obligations and the enforcement of Collateral Agent’s rights under this Agreement. The Debtors shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay the Senior Secured Obligations in full. Each Debtor waives all rights of marshalling in respect of the Collateral.

          (b) Collateral Agent may cause any or all of the Collateral held by it to be transferred into the name of Collateral Agent or the name or names of Collateral Agent’s nominee or nominees.

          (c) Collateral Agent may collect or receive all money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so.

          (d) On any sale of the Collateral, Collateral Agent is hereby authorized to comply with any limitation or restriction with which compliance is necessary, in the view of Collateral Agent’s counsel, in order to avoid any violation of applicable law or in order to obtain any required approval of the purchaser or purchasers by any applicable Tribunal.

     10.2 Application of Proceeds of Sale. The proceeds of any sale of Collateral pursuant to Section 10.1 hereof, as well as any Collateral consisting of cash, shall be applied by Collateral Agent as provided in the Intercreditor Agreement. Upon any sale of the Collateral by Collateral Agent (including, without limitation, a sale pursuant to the UCC or under a judicial proceeding), the receipt of Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

     10.3 Disclaimer of Warranties. Debtor agrees that any disclaimer of warranties in a foreclosure sale of any or all of the Collateral will not render the sale commercially unreasonable.

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     10.4 Non-cash Proceeds. Debtor agrees that Collateral Agent shall be under no obligation to accept any non-cash proceeds unless failure to do so would be commercially unreasonable. If Collateral Agent agrees in its sole discretion to accept non-cash proceeds, Collateral Agent may ascribe any reasonable value to such proceeds. Collateral Agent may apply any discount factor in determining the present value of proceeds to be received in the future.

     10.5 Irrevocable Authorization and Instruction to Issuers, LLCs and Partnerships. Each of the Debtors hereby authorizes and instructs each Issuer, LLC and Partnership to comply with any instruction received by it from Collateral Agent in writing that states that an Event of Default has occurred and is continuing, without any other or further instructions from such Debtor, and such Debtor agrees that each Issuer, LLC and Partnership shall be fully protected in so complying.

SECTION 11
MISCELLANEOUS

     11.1 No Waiver; Cumulative Remedies. No failure on the part of Collateral Agent to exercise and no delay in exercising, and no course of dealing with respect to, any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege under this Agreement preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies provided for in this Agreement are cumulative and not exclusive of any rights and remedies provided by law.

     11.2 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Debtors, the Secured Parties, and their respective heirs, successors, and assigns, except that no Debtor may assign any of its rights or obligations under this Agreement without the prior written consent of Collateral Agent. The provisions of this Agreement shall apply to each Debtor, individually and collectively.

     11.3 AMENDMENT; ENTIRE AGREEMENT; CONTROLLING AGREEMENT. THIS AGREEMENT AND THE OTHER FINANCING DOCUMENTS EMBODY THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO AND SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES HERETO. The provisions of this Agreement may be amended or waived only by an instrument in writing signed by the parties hereto.

     11.4 Notices. All notices and other communications provided for in this Agreement shall be given or made in writing and telecopied, mailed by certified mail return receipt requested, or delivered to the intended recipient at the “Address for Notices” specified below its name on the signature pages hereof; or, as to any party at such other address as shall be designated by such party in a notice to the other party given in accordance with this Section.

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Except as otherwise provided in this Agreement, all such communications shall be deemed to have been duly given when transmitted by telecopy, subject to telephone confirmation of receipt, or when personally delivered or, in the case of a mailed notice, when duly deposited in the mails, in each case given or addressed as aforesaid.

     11.5 Governing Law; Jurisdiction; Venue.

          (a) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE.

          (b) SUBMISSION TO JURISDICTION. EACH DEBTOR IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF OHIO SITTING IN CUYAHOGA COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE NORTHERN DISTRICT OF OHIO, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH DEBTOR HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH OHIO STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH DEBTOR 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. EACH DEBTOR AGREES THAT SERVICE OF PROCESS UPON IT MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, AT ITS ADDRESS SPECIFIED OR DETERMINED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 11.4 OF THIS AGREEMENT. NOTHING IN THIS AGREEMENT OR ANY OTHER INSTRUMENT OR AGREEMENT SECURING, EVIDENCING, OR RELATING TO THE SENIOR SECURED OBLIGATIONS OR ANY PART THEREOF SHALL AFFECT THE RIGHT OF COLLATERAL AGENT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF COLLATERAL AGENT TO BRING ANY ACTION OR PROCEEDING AGAINST ANY DEBTOR OR WITH RESPECT TO ANY OF THE COLLATERAL IN ANY STATE OR FEDERAL COURT IN ANY OTHER JURISDICTION.

          (c) WAIVER OF VENUE. EACH DEBTOR 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 AGREEMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH DEBTOR 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.

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     11.6 Waiver of Jury Trial. EACH DEBTOR 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 THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH DEBTOR 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.

     11.7 Headings. The headings, captions, and arrangements used in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.

     11.8 Survival of Representations and Warranties. All representations and warranties made in this Agreement or in any certificate delivered pursuant hereto shall survive the execution and delivery of this Agreement, and no investigation by any Secured Party shall affect the representations and warranties of any Debtor herein or the right of the Secured Parties to rely upon them.

     11.9 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

     11.10 Waiver of Bond. In the event Collateral Agent seeks to take possession of any or all of the Collateral by judicial process, each Debtor hereby irrevocably waives any bonds and any surety or security relating thereto that may be required by applicable law as an incident to such possession, and waives any demand for possession prior to the commencement of any such suit or action.

     11.11 Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

     11.12 Construction. Each Debtor and Collateral Agent acknowledge that each of them has had the benefit of legal counsel of its own choice and has been afforded an opportunity to review this Agreement with its legal counsel and that this Agreement shall be construed as if jointly drafted by the Debtors and Collateral Agent.

     11.13 Obligation Absolute. The obligations of each Debtor under this Agreement shall be absolute and unconditional and shall not be released, discharged, reduced, or in any way impaired by any circumstance whatsoever, including, without limitation, any amendment,

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modification, extension, or renewal of this Agreement, the Senior Secured Obligations, or any document or instrument evidencing, securing, or otherwise relating to the Senior Secured Obligations, or any release or subordination of collateral, or any waiver, consent, extension, indulgence, compromise, settlement, or other action or inaction in respect of this Agreement, the Senior Secured Obligations, or any document or instrument evidencing, securing, or otherwise relating to the Senior Secured Obligations, or any exercise or failure to exercise any right, remedy, power, or privilege in respect of the Senior Secured Obligations.

     11.14 Collateral Agent Not a Member or Partner. Nothing contained in this Agreement shall be construed or interpreted (a) to transfer to Collateral Agent or any Secured Party any of the obligations of a partner of a Partnership or a member or manager of any LLC or (b) to constitute Collateral Agent or any Secured Party a partner of a Partnership or a member or manager of any LLC.

     11.15 Release of Security Interest. At such time as all of Senior Secured Obligations have been indefeasibly paid and performed in full and no Secured Party shall have any commitment or obligations to make advances, lend or otherwise extend credit under any Facility, and all Letters of Credit have expired or terminated, Collateral Agent shall release the security interest granted hereby.

     11.16 Payment of Fees and Expenses. The Debtors shall pay (i) all expenses incurred by Collateral Agent and its Affiliates, including the fees, charges and disbursements of counsel for Collateral Agent, in connection with this Agreement and the Collateral, the preparation and administration of this Agreement, the other Financing Documents, the Intercreditor Agreement 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 expenses incurred by Collateral Agent, including the fees, charges and disbursements of any counsel for Collateral Agent in connection with the enforcement or protection of its rights in connection with this Agreement, the other Financing Documents and the Intercreditor Agreement, in connection with the Collateral or the Senior Secured Obligations, including all such expenses incurred during any workout, restructuring or negotiations in respect of such Senior Secured Obligations, (iii) all transfer, stamp, documentary, or other similar taxes, assessments or charges levied by any Tribunal in respect of this Agreement or any of the other Financing Documents, (iv) all costs, expenses, assessments and other charges incurred in connection with any filing, registration, recording, or perfection of any security interest or Lien contemplated by this Agreement or any other Loan Document, and (v) all other costs and expenses incurred by Collateral Agent in connection with this Agreement, any other Financing Document, the Intercreditor Agreement or the Collateral, including without limitation costs, fees, expenses and other charges incurred in connection with performing or obtaining any audit or appraisal, after the occurrence and during the continuance of an Event of Default, in respect of the Collateral or for any filing fees, recording costs and lien searches.

     11.17 Additional Debtors. Any Person who was not a “Debtor” under this Agreement at the time of initial execution hereof shall become a “Debtor” hereunder if required pursuant to the terms of any Financing Document by executing and delivering to the Collateral Agent a Security Agreement Joinder in the form attached hereto as Exhibit A (each, a “Joinder”). Such Person shall also deliver such items to the Collateral Agent in connection with the execution of such

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Joinder as required by the terms of any Financing Document. Any such Person shall thereafter be deemed a “Debtor” for all purposes under this Agreement.

[Remainder of page intentionally blank]

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     IN WITNESS WHEREOF, the parties hereto have caused this Security Agreement to be duly executed and delivered as of the day and year first above written.

DEBTORS:

SPARTECH CORPORATION
 

By:  

Address:	120 South Central Clayton, Missouri 63105
Fax No.:	314-721-1543
Phone No.:	314-721-4242
Email:	randy.martin@spartech.com
Attn:	Randy C. Martin
Organizational Identification Number: 0676806

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ATLAS ALCHEM PLASTICS, INC.
ALCHEM PLASTICS CORPORATION
ALCHEM PLASTICS, INC.
SPARTECH PLASTICS, LLC
By: Spartech Corporation, its sole member
POLYMER EXTRUDED PRODUCTS, INC.
SPARTECH POLYCAST, INC.
SPARTECH TOWNSEND, INC.
SPARTECH POLYCOM, INC.
FRANKLIN-BURLINGTON PLASTICS, INC.
SPARTECH CMD, LLC
By: Spartech Plastics LLC, its Managing member
SPARTECH FCD, LLC
By: Polymer Extruded Products, Inc., its sole member
SPARTECH SPD, LLC
By: Spartech Plastics LLC, its Managing member
SPARTECH MEXICO HOLDING COMPANY
SPARTECH MEXICO HOLDING COMPANY TWO
SPARTECH MEXICO HOLDINGS, LLC
By: Spartech Mexico Holding Company, its sole member
CREATIVE FORMING, INC.
PEPAC HOLDINGS, INC.
SPARTECH RESEARCH AND
DEVELOPMENT, LLC
By: Spartech Corporation, its sole member

By:
	Randy C. Martin
	Vice President for all of the above

Address:	c/o Spartech Corporation 120 South Central Clayton, Missouri 63105
Fax No.:	314-721-1543
Phone No.:	314-721-4242
Email:	randy.martin@spartech.com
Attn:	Randy C. Martin

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COLLATERAL AGENT: PNC BANK, NATIONAL ASSOCIATION, as Collateral Agent
By:
	Name:
	Title:

Address:
Fax No.:
Phone No.:
Attn:

with a copy to:

Address:
Fax No.:
Phone No.:
Attn:

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EXHIBIT A
Joinder to Security Agreement

SECURITY AGREEMENT JOINDER

     This SECURITY AGREEMENT JOINDER (this “Joinder”) dated as of June 9, 2010, to the Amended and Restated Security Agreement dated as of June 9, 2010 (such agreement, together will all amendments and restatements and Joinders, the “Security Agreement”), among the initial signatories thereto and each other Person who from time to time thereafter became a party thereto pursuant to Section 11.17 thereof (each, individually, a “Debtor” and collectively, the “Debtors”), in favor of the Collateral Agent for the Secured Parties.

BACKGROUND.

     Capitalized terms not otherwise defined herein have the meaning specified in the Security Agreement. The Security Agreement provides that additional parties may become Debtors under the Security Agreement by execution and delivery of this form of Joinder. Pursuant to the provisions of Section 11.17 of the Security Agreement, the undersigned is becoming a Debtor under the Security Agreement. The undersigned desires to become a Debtor under the Security Agreement in order to induce the Secured Parties to make credit extensions and accommodations under the Financing Documents.

AGREEMENT.

     NOW, THEREFORE, in consideration of the premises set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in order to induce the Secured Parties to make the credit extensions and other credit accommodations under the Financing Documents, the undersigned hereby agrees with Collateral Agent, as follows:

     1. Joinder. In accordance with the Security Agreement, the undersigned hereby becomes a Debtor under the Security Agreement with the same force and effect as if it were an original signatory thereto as a Debtor and the undersigned hereby (a) agrees to all the terms and provisions of the Security Agreement applicable to it as a Debtor thereunder and (b) represents and warrants that the representations and warranties made by it as a Debtor thereunder are true and correct on and as of the date hereof. Each reference to a “Debtor” in the Security Agreement shall be deemed to include the undersigned.

     2. Assignment and Grant of Security Interest. As security for the Senior Secured Obligations, the undersigned Debtor, for value received, hereby pledges and grants to Collateral Agent, for the ratable benefit of the Secured Parties to the extent provided in the Security Agreement, a continuing security interest in the Collateral.

     3. Representations and Warranties. The undersigned hereby makes each representation and warranty set forth in the Security Agreement.

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     4. Notices. All communications and notices hereunder shall be in writing and given as provided in Section 11.4 of the Security Agreement.

     5. Governing Law. THIS JOINDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF OHIO APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE.

     6. Full Force of Security Agreement. Except as expressly supplemented hereby, the Security Agreement remains in full force and effect in accordance with its terms.

     7. Schedules. Schedules 1 through 15 to the Security Agreement shall be supplemented by the addition of Schedules 1 through 15 attached hereto as to the undersigned.

     8. Severability. If any provision of this Joinder is held by a court of competent jurisdiction to be illegal, invalid or unenforceable under present or future Laws, such provision shall be fully severable, shall not impair or invalidate the remainder of this Joinder and the effect thereof shall be confined to the provision held to be illegal, invalid or unenforceable.

     9. Counterparts. This Joinder may be executed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto were upon the same instrument.

     10. ENTIRE AGREEMENT. THIS WRITTEN AGREEMENT, TOGETHER WITH THE OTHER FINANCING DOCUMENTS, REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES REGARDING THE SUBJECT MATTER HEREIN AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.

47

IN WITNESS WHEREOF, the undersigned has caused this Joinder to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

By:
	Print Name:
	Print Title:

ACCEPTED BY: COLLATERAL AGENT: PNC BANK, NATIONAL ASSOCIATION
By:
	Name:
	Title:

48

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Myles S. Odaniell, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Spartech Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: June 9, 2010	By:	/s/ Myles S. Odaniell
		Myles S. Odaniell
		President and Chief Executive Officer (Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Randy C. Martin, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Spartech Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: June 9, 2010	By:	/s/ Randy C. Martin
		Randy C. Martin
		Executive Vice President and Chief Financial Officer Spartech Corporation

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO
EXCHANGE ACT RULE 13a-14(b) AND
18 U.S.C. SECTION 1350

     In connection with the Quarterly Report of Spartech Corporation (the “Company”) on Form 10-Q for the period ended May 1, 2010, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Myles S. Odaniell, President and Chief Executive Officer, certify, to the best of my knowledge, pursuant to Exchange Act Rule 13a-14(b) and 18 U.S.C. Section 1350, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: June 9, 2010	By:	/s/ Myles S. Odaniell
		Myles S. Odaniell
		President and Chief Executive Officer (Principal Executive Officer)

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO
EXCHANGE ACT RULE 13a-14(b) AND
18 U.S.C. SECTION 1350

     In connection with the Quarterly Report of Spartech Corporation (the “Company”) on Form 10-Q for the period ended May 1, 2010, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Randy C. Martin, Executive Vice President and Chief Financial Officer, certify, to the best of my knowledge, pursuant to Exchange Act Rule 13a-14(b) and 18 U.S.C. Section 1350, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: June 9, 2010	By:	/s/ Randy C. Martin
		Randy C. Martin
		Executive Vice President and Chief Financial Officer Spartech Corporation