CREDIT AGREEMENT

Loan Agreement

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LINENS N THINGS INC | LINENS 'N THINGS CANADA CORP., | UBS SECURITIES LLC | WACHOVIA BANK, NATIONAL ASSOCIATION,

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Title: CREDIT AGREEMENT
Governing Law: New York Date: 7/7/2006
Law Firm: Latham Watkins, LLP

CREDIT AGREEMENT, Parties: linens n things inc , linens 'n things canada corp. , ubs securities llc , wachovia bank national association

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Exhibit 10.1

EXECUTION COPY

$600,000,000.00

CREDIT AGREEMENT

dated as of February 14, 2006,

among

LINENS 'N THINGS, INC.
and
LINENS 'N THINGS CENTER, INC.,
as US Borrowers,

LINENS 'N THINGS CANADA CORP.,
as Canadian Borrower,

LINENS HOLDING CO.
and
THE OTHER GUARANTORS PARTY HERETO,
as Guarantors,

THE LENDERS PARTY HERETO,

UBS SECURITIES LLC,
as Arranger and Bookmanager,

UBS AG, STAMFORD BRANCH,
as an Issuing Bank, US Administrative Agent and US Co-Collateral Agent,

UBS AG CANADA BRANCH,
as Canadian Co-Collateral Agent,

WACHOVIA BANK, NATIONAL ASSOCIATION,
as US Co-Collateral Agent, Co-Documentation Agent and an Issuing Bank,

WACHOVIA CAPITAL FINANCE CORPORATION (CANADA),
as Canadian Administrative Agent, Canadian Co-Collateral Agent and Canadian
Swingline Lender,

UBS LOAN FINANCE LLC,
as US Swingline Lender,

UBS SECURITIES LLC and BEAR, STEARNS & CO. INC.,
as Joint Book-Runners,

BEAR, STEARNS & CO. INC.,
as Co-Syndication Agent,

WELLS FARGO RETAIL FINANCE, LLC,
as Co-Documentation Agent,

and

THE CIT GROUP/BUSINESS CREDIT, INC.,
as Co-Syndication Agent

TABLE OF CONTENTS

			Page
ARTICLE I. DEFINITIONS			2
	Section 1.01.	Defined Terms	2
	Section 1.02.	Classification of Loans and Borrowings	43
	Section 1.03.	Terms Generally	44
	Section 1.04.	Accounting Terms; GAAP	44
	Section 1.05.	Resolution of Drafting Ambiguities	44
ARTICLE II. THE CREDITS			44
	Section 2.01.	Commitments	44
	Section 2.02.	Loans.	45
	Section 2.03.	Borrowing Procedure	46
	Section 2.04.	Evidence of Debt; Repayment of Loans.	50
	Section 2.05.	Fees.	51
	Section 2.06.	Interest on Loans	52
	Section 2.07.	Termination and Reduction of Commitments	53
	Section 2.08.	Interest Elections	53
	Section 2.09.	[Intentionally Deleted].	55
	Section 2.10.	Optional and Mandatory Prepayments of Loans	55
	Section 2.11.	Alternate Rate of Interest	58
	Section 2.12.	Yield Protection	59
	Section 2.13.	Breakage Payments	60
	Section 2.14.	Payments Generally; Pro Rata Treatment; Sharing of Setoffs	61
	Section 2.15.	Taxes	62
	Section 2.16.	Mitigation Obligations; Replacement of Lenders	66
	Section 2.17.	Swingline Loans	67
	Section 2.18.	Letters of Credit	69
	Section 2.19.	Increase in Commitments	75
	Section 2.20.	Determination of Borrowing Base.	76
	Section 2.21.	Determination of Canadian Borrowing Base.	79
	Section 2.22.	Collection Allocation Mechanism	82
ARTICLE III. REPRESENTATIONS AND WARRANTIES			84
	Section 3.01.	Organization; Powers	84
	Section 3.02.	Authorization; Enforceability	84
	Section 3.03.	No Conflicts	84
	Section 3.04.	Financial Statements; Projections	85
	Section 3.05.	Properties	85
	Section 3.06.	Intellectual Property	86
	Section 3.07.	Equity Interests and Subsidiaries	86
	Section 3.08.	Litigation; Compliance with Laws	87
	Section 3.09.	Agreements	87
	Section 3.10.	Federal Reserve Regulations	87
	Section 3.11.	Investment Company Act; Public Utility Holding Company Act	88
	Section 3.12.	Use of Proceeds	88
	Section 3.13.	Taxes	88
	Section 3.14.	No Material Misstatements	88
	Section 3.15.	Labor Matters	88

	Section 3.16.	Solvency	89
	Section 3.17.	Employee Benefit Plans	89
	Section 3.18.	Environmental Matters	90
	Section 3.19.	Insurance	91
	Section 3.20.	Security Documents	91
	Section 3.21.	Acquisition Documents	92
	Section 3.22.	Anti-Terrorism Law	93
	Section 3.23.	[Intentionally Deleted]	93
	Section 3.24.	Executive Offices; Location of Material Inventory	93
	Section 3.25.	Accuracy of Borrowing Base	93
	Section 3.26.	Post-Audit Asset Dispositions	93
	Section 3.27.	Common Enterprise	94
ARTICLE IV. CONDITIONS TO CREDIT EXTENSIONS			94
	Section 4.01.	Conditions to Initial Credit Extension	94
	Section 4.02.	Conditions to All Credit Extensions	99
ARTICLE V. AFFIRMATIVE COVENANTS			100
	Section 5.01.	Financial Statements, Reports, etc.	100
	Section 5.02.	Litigation and Other Notices	103
	Section 5.03.	Existence; Businesses and Properties	103
	Section 5.04.	Insurance	104
	Section 5.05.	Obligations and Taxes	105
	Section 5.06.	Employee Benefits	105
	Section 5.07.	Maintaining Records; Access to Properties and Inspections; Annual Meetings	106
	Section 5.08.	Use of Proceeds	106
	Section 5.09.	Compliance with Environmental Laws; Environmental Reports	106
	Section 5.10.	[Intentionally Deleted]	107
	Section 5.11.	Additional Collateral; Additional Guarantors	107
	Section 5.12.	Security Interests; Further Assurances	108
	Section 5.13.	Information Regarding Collateral	109
	Section 5.14.	Post-Closing Collateral Matters	109
	Section 5.15.	Affirmative Covenants with Respect to Leases	109
	Section 5.16.	Interest Rate Agreements	109
ARTICLE VI. NEGATIVE COVENANTS			110
	Section 6.01.	Indebtedness	110
	Section 6.02.	Liens	111
	Section 6.03.	Sale and Leaseback Transactions	113
	Section 6.04.	Investment, Loan and Advances	113
	Section 6.05.	Mergers and Consolidations	114
	Section 6.06.	Asset Sales	115
	Section 6.07.	Acquisitions	115
	Section 6.08.	Dividends	116
	Section 6.09.	Transactions with Affiliates	116
	Section 6.10.	Financial Covenants	118
	Section 6.11.	Prepayments of Other Indebtedness; Modifications of Organizational Documents and Other Documents, etc.	118
	Section 6.12.	Limitation on Certain Restrictions on Subsidiaries	119

	Section 6.13.	Limitation on Issuance of Capital Stock	119
	Section 6.14.	Limitation on Creation of Subsidiaries	120
	Section 6.15.	Business	120
	Section 6.16.	Limitation on Accounting Changes	120
	Section 6.17.	Fiscal Year	120
	Section 6.18.	No Further Negative Pledge	120
	Section 6.19.	Anti-Terrorism Law; Anti-Money Laundering	121
	Section 6.20.	Embargoed Person	121
ARTICLE VII. GUARANTEE			121
	Section 7.01.	The Guarantee	121
	Section 7.02.	Obligations Unconditional	122
	Section 7.03.	Reinstatement	123
	Section 7.04.	Subrogation; Subordination	123
	Section 7.05.	Remedies	123
	Section 7.06.	Instrument for the Payment of Money	123
	Section 7.07.	Continuing Guarantee	123
	Section 7.08.	General Limitation on Guarantee Obligations	123
	Section 7.09.	Release of Guarantors	124
ARTICLE VIII. EVENTS OF DEFAULT			124
	Section 8.01.	Events of Default	124
	Section 8.02.	Rescission	126
	Section 8.03.	Application of Proceeds	127
ARTICLE IX. COLLATERAL ACCOUNT; APPLICATION OF COLLATERAL PROCEEDS			127
	Section 9.01.	Collateral Accounts	128
	Section 9.02.	Accounts; Cash Management	128
	Section 9.03.	Inventory	131
	Section 9.04.	Borrowing Base-Related Reports	132
	Section 9.05.	Rescission of Activation Notice	133
ARTICLE X. THE ADMINISTRATIVE AGENTS AND THE COLLATERAL AGENTS			133
	Section 10.01.	Appointment and Authority	133
	Section 10.02.	Rights as a Lender	134
	Section 10.03.	Exculpatory Provisions.	134
	Section 10.04.	Reliance by Agent	135
	Section 10.05.	Delegation of Duties	135
	Section 10.06.	Resignation of Agent	135
	Section 10.07.	Non-Reliance on Agent and Other Lenders	136
	Section 10.08.	No Other Duties, etc	136
	Section 10.09.	Indemnification	136
	Section 10.10.	Overadvances	137
	Section 10.11.	Concerning the Collateral and the Related Loan Documents	137
	Section 10.12.	Field Audit, Examination Reports and Other Reports	137
ARTICLE XI. MISCELLANEOUS			138
	Section 11.01.	Notices	138
	Section 11.02.	Waivers; Amendment	141
	Section 11.03.	Expenses; Indemnity; Damage Waiver	144

iii

Section 11.04.	Successors and Assigns	146
Section 11.05.	Survival of Agreement	148
Section 11.06.	Counterparts; Integration; Effectiveness; Electronic Execution	148
Section 11.07.	Severability	149
Section 11.08.	Right of Setoff	149
Section 11.09.	Governing Law; Jurisdiction; Consent to Service of Process	149
Section 11.10.	Waiver of Jury Trial	150
Section 11.11.	Headings	150
Section 11.12.	Treatment of Certain Information; Confidentiality	150
Section 11.13.	USA PATRIOT Act Notice	151
Section 11.14.	Interest Rate Limitation	151
Section 11.15.	Lender Addendum	151
Section 11.16.	Obligations Absolute	151
Section 11.17.	Dollar Equivalent Calculations	152
Section 11.18.	Judgment Currency	152
Section 11.19.	Special Provisions Relating to Currencies Other Than Dollars	153
Section 11.20.	Intercreditor Agreement	153

ANNEXES
Annex I	Applicable Margin
SCHEDULES
Schedule 1.01(a)	Refinancing Indebtedness to Be Repaid
Schedule 1.01(b)	Subsidiary Guarantors
Schedule 1.01(c)	Existing Letters of Credit
Schedule 1.01(d)	Existing Lender Letters of Credit
Schedule 3.03	Governmental Approvals; Compliance with Laws
Schedule 3.09	Material Agreements
Schedule 3.19	Insurance
Schedule 3.21	Acquisition Documents
Schedule 3.24	Location of Material Inventory
Schedule 4.01(g)	Local Counsel
Schedule 5.14	Post-Closing Matters
Schedule 6.01(b)	Existing Indebtedness
Schedule 6.02(c)	Existing Liens
Schedule 6.04(b)	Existing Investments
Schedule 9.02	Accounts and Lockboxes
EXHIBITS
Exhibit A	Form of Administrative Questionnaire
Exhibit B	Form of Assignment and Assumption
Exhibit C	Form of Borrowing Request
Exhibit D	Form of Compliance Certificate
Exhibit E	Form of Interest Election Request
Exhibit F	Form of Joinder Agreement
Exhibit G	Form of Landlord Access Agreement
Exhibit H	Form of LC Request
Exhibit I	Form of Lender Addendum
Exhibit J	[Intentionally Deleted]
Exhibit K-1	Form of Revolving Note
Exhibit K-2	Form of Canadian Revolving Note
Exhibit K-3	Form of US Swingline Note
Exhibit K-4	Form of Canadian Swingline Note
Exhibit K-5	Form of Discount Note
Exhibit L-1	Form of Perfection Certificate
Exhibit L-2	Form of Perfection Certificate Supplement
Exhibit M-1	Form of US Security Agreement
Exhibit M-2	Form of Canadian Security Agreement
Exhibit N	Form of Opinion of Company Counsel
Exhibit O	Form of Solvency Certificate
Exhibit P	Form of Intercompany Note
Exhibit Q	Form of Non-Bank Certificate
Exhibit R	Form of Intercreditor Agreement
Exhibit S	Form of Borrowing Base Certificate

CREDIT AGREEMENT

This CREDIT AGREEMENT (this " Agreement ") dated as of February 14, 2006 is among LINENS 'N THINGS, INC., a Delaware corporation (" LNT ") and LINENS 'N THINGS CENTER, INC., a California corporation (" LNT Center " and together with LNT the " US Borrowers " and each individually a " US Borrower "), LINENS 'N THINGS CANADA CORP., a Nova Scotia corporation (" Canadian Borrower " and together with US Borrowers, the " Borrowers "); LINENS HOLDING CO., a Delaware corporation (" Holdings "); the Subsidiary Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I ); the Lenders; UBS SECURITIES LLC (" UBSS "), as lead arranger (in such capacity, " Arranger ") and as documentation agent (in such capacity, " Documentation Agent "); UBS LOAN FINANCE LLC (" UBS "), as US swingline lender (in such capacity, " US Swingline Lender "); BEAR, STEARNS & CO. INC. (" Bear Stearns "), as co-syndication agent (in such capacity, " Syndication Agent "); UBS AG, STAMFORD BRANCH, as an issuing bank, as US administrative agent (in such capacity, " US Administrative Agent ") for the Lenders and as US co-collateral agent (in such capacity, the " US Co-Collateral Agent ") for the Secured Parties and the Issuing Bank; UBS AG CANADA BRANCH, as Canadian co-collateral agent (in such capacity, the " Canadian Co-Collateral Agent ") for the Secured Parties and the Issuing Bank; WACHOVIA BANK, NATIONAL ASSOCIATION, as US co-collateral agent (together with US Co-Collateral Agent, the " US Collateral Agents ") for the Secured Parties and the Issuing Bank and as an issuing bank; WACHOVIA CAPITAL FINANCE CORPORATION (CANADA), as Canadian administrative agent (in such capacity, the " Canadian Administrative Agent " together with the US Administrative Agent, the " Administrative Agents ") for the Lenders, as Canadian co-collateral agent (together with Canadian Co-Collateral Agent, the " Canadian Collateral Agents "; the US Collateral Agents and the Canadian Collateral Agents are collectively referred to herein as the " Collateral Agents ") for the Secured Parties and the Issuing Bank, as an issuing bank, and as Canadian swingline lender (in such capacity, " Canadian Swingline Lender " and together with US Swingline Lender, the " Swingline Lenders ").

WITNESSETH:

WHEREAS, Holdings and Laundry Merger Sub Co. (" Merger Sub Co. "), a Delaware corporation and a direct Wholly Owned Subsidiary of Holdings, have entered into an Agreement and Plan of Merger, dated as of November 8, 2005 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof and thereof, the " Acquisition Agreement "), with LNT (" Seller "), to acquire (the " Acquisition ") all of the business of LNT (the " Acquired Business ").

WHEREAS, the Acquisition will be effected by a merger (the " Merger ") of Merger Sub Co. with and into Seller, with Seller surviving the merger.

WHEREAS, the Equity Financing shall be consummated simultaneously herewith.

WHEREAS, Borrowers have requested the Lenders to extend credit in the form of Revolving Loans at any time and from time to time prior to the Revolving Maturity Date, in an aggregate principal amount at any time outstanding not in excess of $600 million, of which (i) no more than up to $100 million of Loans plus up to $160 million of Letters of Credit may be drawn on the Closing Date and (ii) up to $40 million may be extended to the Canadian Borrower in the form of Canadian Revolving Loans.

WHEREAS, Borrowers have requested the Swingline Lenders to make Swingline Loans, at any time and from time to time prior to the Revolving Maturity Date, in an aggregate principal amount at any time outstanding not in excess of (i) $35 million for US Swingline Loans and (ii) $5 million for Canadian Swingline Loans.

WHEREAS, US Borrowers have requested the Issuing Bank to issue letters of credit, in an aggregate face amount at any time outstanding not in excess of $400 million, to support obligations of the Borrowers and their Subsidiaries.

WHEREAS, the proceeds of the Loans are to be used in accordance with Section 3.12 .

NOW, THEREFOR, the Lenders are willing to extend such credit to Borrowers and the Issuing Bank is willing to issue letters of credit for the account of the US Borrowers on the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as follows:

ARTICLE I.

DEFINITIONS

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

" ABR ", when used in reference to any Loan or Borrowing, is used when such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

" ABR Borrowing " shall mean a Borrowing comprised of ABR Loans.

" ABR Loan " shall mean any ABR Revolving Loan or US Swingline Loan.

" ABR Revolving Loan " shall mean any Revolving Loan bearing interest at a rate determined by reference to the Alternate Base Rate in accordance with the provisions of Article II .

" Acceptance Fee " shall have the meaning assigned to such term in Section 2.06(d) .

" Account Debtor " shall mean any Person who may become obligated to another Person under, with respect to, or on account of, an Account.

" Accounts " shall mean all "accounts" as such term is defined in the UCC as in effect on the date hereof in the State of New York or as defined in the PPSA, as applicable, in which such Person now or hereafter has rights and shall include, without limitation, Credit Card Receivables.

" Acquired Business " shall have the meaning assigned to such term in the first recital hereto.

" Acquisition " shall have the meaning assigned to such term in the first recital hereto.

" Acquisition Agreement " shall have the meaning assigned to such term in the first recital hereto.

" Acquisition Consideration " shall mean the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, "earn-outs" and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.

" Acquisition Documents " shall mean the collective reference to the Acquisition Agreement, and the other documents listed on Schedule 3.21.

" Activation Notice " has the meaning assigned to such term in Section 9.02 .

" Adjusted LIBOR Rate " shall mean, with respect to any Eurodollar Borrowing for any Interest Period, (a) an interest rate per annum (rounded upward, if necessary, to the nearest

1/100th of 1%) determined by the applicable Administrative Agent to be equal to the LIBOR Rate for such Eurodollar Borrowing in effect for such Interest Period divided by (b) 1 minus the Statutory Reserves (if any) for such Eurodollar Borrowing for such Interest Period.

" Administrative Agent Fees " shall have the meaning assigned to such term in Section 2.05(b) .

" Administrative Agents " shall have the meaning assigned to such term in the preamble hereto.

" Administrative Borrower " shall mean LNT Center, or any successor entity serving in that role pursuant to Section 2.03(c) .

" Administrative Questionnaire " shall mean an Administrative Questionnaire in substantially the form of Exhibit A .

" Affiliate " shall mean, when used with respect to a specified 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; provided , however , that, for purposes of Section 6.09 , the term "Affiliate" shall also include (i) any person that directly or indirectly owns more than 10% of any class of Equity Interests of the person specified or (ii) any person that is an executive officer or director of the person specified.

" Agents " shall mean the Administrative Agents and the Collateral Agents; and "Agent" shall mean any of them.

" Agreement " shall have the meaning assigned to such term in the preamble hereto.

" Alternate Base Rate " shall mean, for any day, a rate per annum (rounded upward, if necessary, to the nearest 1/100th of 1%) equal to the greater of (a) the Base Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus 0.50%. If the US Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds Effective Rate for any reason, including the inability or failure of the US Administrative Agent to obtain sufficient quotations in accordance with the terms of the definition thereof, the Alternate Base Rate shall be determined without regard to clause (b) of the preceding sentence until the circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate due to a change in the Base Rate or the Federal Funds Effective Rate shall be effective on the effective date of such change in the Base Rate or the Federal Funds Effective Rate, respectively.

" Anti-Terrorism Laws " shall have the meaning assigned to such term in Section 3.22 .

" Applicable Fee " shall mean, for any day, with respect to any Commitment, the applicable percentage set forth in Annex I under the caption "Applicable Fee".

" Applicable Margin " shall mean, for any day, with respect to any Revolving Loan or Swingline Loan, as the case may be, the applicable percentage set forth in Annex I under the appropriate caption.

" Applicable Percentage " shall mean, with respect to any Lender, the percentage of the total Loans and Commitments represented by such Lender's Loans and Commitments.

" Approved Currency " shall mean each of dollars and Canadian dollars.

" Approved Fund " shall mean any Fund 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.

" Arranger " shall have the meaning assigned to such term in the preamble hereto.

" Asset Sale " shall mean (a) any conveyance, sale, lease, sublease, assignment, transfer or other disposition (including by way of merger, amalgamation or consolidation and including any Sale and Leaseback Transaction) of any property excluding (i) sales of Inventory, (ii) dispositions of Cash Equivalents and (iii) leases or subleases of less than all or substantially all of the Stores, in each case, in the ordinary course of business, by Holdings or any of its Subsidiaries and (b) any issuance or sale of any Equity Interests of any Subsidiary of Holdings, in each case, to any person other than (i) the Borrowers, (ii) any Subsidiary Guarantor or (iii) other than for purposes of Section 6.06 , any other Subsidiary.

" Assignment and Assumption " shall mean an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 11.04(b) ), and accepted by the applicable Administrative Agent, in substantially the form of Exhibit B , or any other form approved by the applicable Administrative Agent.

" Average Excess Availability " shall mean, as of any date of determination, the Excess Availability on the last Business Day of the fiscal quarter most recently ended; provided, that, if an Activation Notice has been delivered, the Average Excess Availability shall mean the weighted average amount of Excess Availability for such quarter which shall equal the sum of each " Periodic Availability Amount " (defined below) calculated for such quarter. As used herein, the term " Periodic Availability Amount " shall mean with respect to any period of days in a quarter for which a Borrowing Base Certificate is in effect, (a) the Excess Availability amount determined by the Collateral Agents and Administrative Agents based on (x) the information set forth in the Borrowing Base Certificate as adjusted to reflect any change noted by the Collateral Agents pursuant to the terms hereof, and (y) the outstanding Dollar Equivalents of the Loans and LC Exposures as shown on the books of the applicable Administrative Agent, for such period of days multiplied by (b) the fraction (expressed as a percentage), the numerator of which is the number of days in such quarter for which such Borrowing Base Certificate was in effect, and the denominator of which is the number of days in such quarter. Average Excess Availability shall be calculated for each fiscal quarter by the Collateral Agents and such calculations shall be presumed to be correct, absent manifest error.

" BA Equivalent Loan " shall mean a Canadian Revolving Loan made by a Non-BA Lender.

" Bailee Letter " shall have the meaning assigned thereto in the Security Agreement.

" Bank Commitment Letter " shall mean that certain Bank Commitment Letter dated as of November 7, 2005 among Sponsor, UBS, UBSS, Bear Stearns, and Bear Stearns Corporate Lending Inc., as amended.

" Bankers' Acceptance " shall mean a bill of exchange, including a depository bill defined and issued in accordance with the Depository Bills and Notes Act (Canada), denominated in Canadian dollars, drawn by the Canadian Borrower and accepted by the Lender and shall include, where the context requires, a Discount Note and a BA Equivalent Loan not evidenced by a Discount Note.

" Base Rate " shall mean, for any day, a rate per annum that is equal to the corporate base rate of interest established by the US Administrative Agent from time to time; each change in the Base Rate shall be effective on the date such change is effective. The corporate base rate is not necessarily the lowest rate charged by the US Administrative Agent to its customers.

" BIA " shall mean the Bankruptcy and Insolvency Act (Canada) as such legislation now exists or may from time to time hereafter be amended, modified, recodified, supplemented or replaced, together with all rules, regulations and interpretations thereunder or related thereto.

" Blocked Account " shall mean shall have the meaning assigned to such term in Section 9.02(b) .

" Board " shall mean the Board of Governors of the Federal Reserve System of the United States.

" Board of Directors " shall mean, with respect to any person, (i) in the case of any corporation (including, for the avoidance of doubt, any company incorporated under the laws of Canada (or any province or territory thereof)), the board of directors of such person, (ii) in the case of any limited liability company, the board of managers of such person, (iii) in the case of any partnership, the Board of Directors of the general partner of such person and (iv) in any other case, the functional equivalent of the foregoing.

" Borrowers " shall have the meaning assigned to such term in the preamble hereto.

" Borrowing " shall mean (a) Loans of the same Class and Type, made, converted or continued on the same date and, in the case of Eurodollar Loans or Banker's Acceptances, as to which a single Interest Period is in effect, or (b) a Swingline Loan.

" Borrowing Base " shall mean at any time, subject to adjustment as provided in Section 2.20 , an amount equal to the lesser of (a) the sum of, without duplication:

(i) the book value of Eligible Accounts of US Borrowers multiplied by the advance rate of 85%, plus

(ii) (A) at any time other than during a Seasonal Advance Period, the lesser of (x) the advance rate of 70% of the Cost of Eligible Inventory of US Borrowers, and (y) the advance rate of 85% of the Net Recovery Cost Percentage multiplied by the Cost of Eligible Inventory of US Borrowers and (B) during a Seasonal Advance Period, the lesser of (x) the advance rate of 80% of the Cost of Eligible Inventory of US Borrowers, and (y) the advance rate of 90% of the Net Recovery Cost Percentage multiplied by the Cost of Eligible Inventory of US Borrowers, plus

(iii) (A) at any time other than during a Seasonal Advance Period, the lesser of (x) the Cost of all Eligible In-Transit Inventory of US Borrowers multiplied by the advance rate of 70%, and (y) the advance rate of 85% of the Net Recovery Cost Percentage multiplied by the Cost of Eligible In-Transit Inventory of US Borrowers and (B) during a Seasonal Advance Period, the lesser of (x) the Cost of all Eligible In-Transit Inventory of US Borrowers multiplied by the advance rate of 80%, and (y) the advance rate of 90% of the Net Recovery Cost Percentage multiplied by the Cost of Eligible In-Transit Inventory of US Borrowers, plus

(iv) the aggregate of all Incorporated Borrowing Bases, plus

(v) (A) at any time other than during a Seasonal Advance Period, the lesser of (x) the aggregate undrawn face amount of Eligible Letters of Credit multiplied by the advance rate of 70% and (y) 85% of the Net Recovery Cost Percentage of Inventory being purchased with Eligible Letters of Credit and (B) at any time during a Seasonal Advance Period, the lesser of (x) the aggregate undrawn face amount of Eligible Letters of Credit multiplied by the advance rate of 80% and (y) 90% of the Net Recovery Cost Percentage of Inventory being purchased with Eligible Letters of Credit, minus

(vi) a reserve in the amount of the Current Derivative Exposure; minus

(vii) effective immediately upon notification thereof to US Borrowers by the applicable Collateral Agents, any Reserves established from time to time by such Collateral Agents in the exercise of their Permitted Discretion; and

(b) the maximum amount of Revolving Credit Obligations (as defined in the Senior Note Agreement) that are permitted in Section 4.09 of the Senior Note Agreement as Permitted Debt

thereunder minus the Canadian Exposure of all the Lenders minus the Line Reserve allocated to US Revolving Commitments.

The Borrowing Base at any time shall be determined by reference to the most recent Borrowing Base Certificate theretofore delivered to the Collateral Agents and the Administrative Agents with such adjustments as Administrative Agents and Collateral Agents deem appropriate in their collective Permitted Discretion to assure that the Borrowing Base is calculated in accordance with the terms of this Agreement.

" Borrowing Base Certificate " shall mean an Officers' Certificate from Borrowers, substantially in the form of (or in such other form as may be mutually agreed upon by Borrowers, Collateral Agents and Administrative Agents), and containing the information prescribed by Exhibit S , delivered to the Administrative Agents and the Collateral Agents setting forth Borrowers' calculation of the Borrowing Base and the Canadian Borrowing Base.

" Borrowing Base Guarantor Intercompany Loan Amount " shall mean, at any time, the amount which is the sum of (a) the net amount of any intercompany advances (including Letters of Credit issued for the account or benefit of a US Borrowing Base Guarantor) which are made and outstanding to or for the account of a US Borrowing Base Guarantor from the Administrative Borrower and (b) interest accrued and unpaid on such amount (from the date of this Agreement for amounts outstanding on the date hereof and which remain outstanding, and from the date of such intercompany advance for subsequent advances) at the rate per annum equal to the Alternate Base Rate plus the Applicable Margin in effect from time to time.

" Borrowing Base Guarantors " shall mean the US Borrowing Base Guarantors and the Canadian Borrowing Base Guarantors.

" Borrowing Request " shall mean a request by Borrowers in accordance with the terms of Section 2.03 and substantially in the form of Exhibit C , or such other form as shall be approved by the Administrative Agents.

" Business Day " shall mean any day other than a Saturday, Sunday or other day on which banks in New York City are authorized or required by law to close; provided , however , that when used in connection with (a) a Eurodollar Loan, the term "Business Day" shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market (b) a Canadian Revolving Loan, the term "Business Day" shall also exclude any day on which banks in Toronto, Canada are authorized or required by law to close.

" CAM Exchange " shall mean the exchange of the Lenders' interests provided for in Section 2.22 .

" CAM Exchange Date " shall mean the date on which (i) any event referred to in Section 8.01(g) or (h) shall occur, or (ii) an acceleration of the maturity of the Loans pursuant to Section 8.01 shall occur.

" CAM Percentage " shall mean, as to each Lender, a fraction, expressed as a decimal, of which (i) the numerator shall be (without duplication) the aggregate Dollar Equivalent of the Specified Obligations owed to such Lender and such Lender's participation in the aggregate LC Obligations immediately prior to the CAM Exchange Date and (ii) the denominator shall be (without duplication) the aggregate Dollar Equivalent (as so determined) of the Specified Obligations owed to all the Lenders and the aggregate LC Obligations immediately prior to such CAM Exchange Date.

" Canadian Administrative Agent " shall have the meaning assigned to such term in the preamble hereto.

" Canadian Borrower " shall have the meaning assigned to such term in the preamble hereto.

" Canadian Borrowing Base " shall mean at any time, subject to adjustment as provided in Section 2.21 , an amount equal to the lesser of (a) the sum of, without duplication:

(i) the book value of Eligible Canadian Accounts of Canadian Borrower multiplied by the advance rate of 85%, plus

(ii) (A) at any time other than during a Seasonal Advance Period, the lesser of (x) the advance rate of 70% of the Cost of Eligible Canadian Inventory of Canadian Borrower, and (y) the advance rate of 85% of the Net Recovery Cost Percentage multiplied by the Cost of Eligible Canadian Inventory of Canadian Borrower and (B) during a Seasonal Advance Period, the lesser of (x) the advance rate of 80% of the Cost of Eligible Canadian Inventory of Canadian Borrower, and (y) the advance rate of 90% of the Net Recovery Cost Percentage multiplied by the Cost of Eligible Canadian Inventory of Canadian Borrower, plus

(iii) (A) at any time other than during a Seasonal Advance Period, the lesser of (x) the cost of all the Eligible Canadian In-Transit Inventory of Canadian Borrower multiplied by an advance rate of 70%, and (y) the advance rate of 85% of the Net Recovery Cost Percentage multiplied by the Cost of Eligible Canadian In-Transit Inventory of Canadian Borrower and (B) during a Seasonal Advance Period, the lesser of (x) the Cost of all Eligible Canadian In-Transit Inventory of Canadian Borrower multiplied by the advance rate of 80% and (y) the advance rate of 90% of the Net Recovery Cost Percentage multiplied by the Cost of Eligible Canadian In-Transit Inventory of Canadian Borrower, plus

(iv) the amount, if any, by which the Borrowing Base exceeds the US Revolving Exposure of all of the Lenders (but only to the extent that such excess is not made available to US Borrowers), minus

(v) to the extent not already deducted in the calculation of the Borrowing Base, a reserve in the amount of the Current Derivative Exposure; minus

(vi) a reserve in the amount of the Priority Payables; minus

(vii) effective immediately upon notification thereof to Canadian Borrower by the applicable Collateral Agents, any Reserves established from time to time by such Collateral Agents in the exercise of their Permitted Discretion; and

(b) the maximum amount of Revolving Credit Obligations (as defined in the Senior Note Agreement) that are permitted in Section 4.09 of the Senior Note Agreement as Permitted Debt thereunder minus the US Revolving Exposure of all of the Lenders minus the Line Reserve allocated to the Canadian Revolving Commitments.

The Canadian Borrowing Base at any time shall be determined by reference to the most recent Borrowing Base Certificate theretofore delivered to the Collateral Agents and the Administrative Agents with such adjustments as Administrative Agents and Collateral Agents deem appropriate in their collective Permitted Discretion to assure that the Canadian Borrowing Base is calculated in accordance with the terms of this Agreement.

" Canadian Borrowing Base Guarantor " shall mean any Wholly Owned Subsidiary of the Canadian Borrower which may hereafter be approved by the Administrative Agents and the Collateral Agents and which (a) is organized under the laws of Canada (or any province or territory thereof), (b) is currently able to prepare all collateral reports in a comparable manner to the Borrowers' reporting procedures and (c) has executed and delivered to the applicable Collateral Agents such joinder agreements to guarantees, contribution and set-off agreements and other Security Documents as such Collateral Agents have reasonably requested so long as such

Collateral Agents have received and approved, in their reasonable discretion, (i) a collateral audit and Inventory Appraisal conducted by an independent appraisal firm reasonably acceptable to such Collateral Agents and (ii) all PPSA and similar search results necessary to confirm such Collateral Agents' first priority Lien on all of such Canadian Borrowing Base Guarantor's personal property, subject to Permitted Liens.

" Canadian Collateral Agent " shall have the meaning assigned to such term in the preamble hereto.

" Canadian dollars " or " Can$ " shall mean the lawful money of Canada.

" Canadian Exposure " shall mean, with respect to any Lender at any time, the Dollar Equivalent of the aggregate principal amount at such time of all outstanding Canadian Revolving Loans of such Lender, plus the aggregate amount at such time of such Lender's Swingline Exposure to Canadian Borrower.

" Canadian Guarantors " shall mean LNT I, LNT II, LNT Partnership and each other person, if any, that executes or becomes party to a Canadian Guaranty or other similar agreement guaranteeing the Canadian Obligations in favor of the Canadian Collateral Agents.

" Canadian Guaranty " shall mean each certain Guaranty Agreement dated as of the Closing Date guaranteeing the Canadian Obligations addressed to the Canadian Collateral Agents for the benefit of the Canadian Secured Parties by each Canadian Loan Party governed by Canadian law, as the same may from time to time be modified, amended, extended or reaffirmed in accordance with the terms thereof.

" Canadian Inventory " shall mean all of the Canadian Borrower's and Canadian Borrowing Base Guarantors' now owned and hereafter existing or acquired raw materials, work in process, finished goods and all other inventory of whatsoever kind or nature, wherever located.

" Canadian Loan Parties " shall mean Canadian Borrower and the Canadian Guarantors.

" Canadian Obligations " shall mean (a) obligations of Canadian Borrower and the other Canadian Loan Parties from time to time arising under or in respect of the due and punctual payment of (i) the principal of and premium, if any, and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Canadian Revolving Loans and Canadian Swingline Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) each payment required to be made by Canadian Borrower under this Agreement in respect of any Letter of Credit or LC Acceptance, when and as due, including payments in respect of Reimbursement Obligations, interest thereon and obligations to provide cash collateral, and (iii) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of Canadian Borrower and the other Canadian Loan Parties under this Agreement and the other Loan Documents with respect to obligations of Canadian Borrower and the Canadian Guarantors, (b) the due and punctual performance of all covenants, agreements, obligations and liabilities of Canadian Borrower and the Canadian Guarantors under or pursuant to this Agreement and the other Loan Documents with respect to the obligations of Canadian Borrower, (c) the due and punctual payment and performance of all obligations of Canadian Borrower and the other Canadian Loan Parties under each Lender Hedging Agreement to which Canadian Borrower and/or the other Canadian Loan Parties maybe a party, and (d) the due and punctual payment and performance of all obligations of any Canadian Loan Party in respect of overdrafts and related liabilities owed to any Lender, any Affiliate of a Lender, the Administrative

Agents or the Collateral Agents arising from treasury, depository and cash management services or in connection with any automated clearinghouse transfer of funds. Notwithstanding anything herein to the contrary, the term " Canadian Obligations " shall only refer to obligations of Canadian Borrower and Canadian Guarantors hereunder and under the other Loan Documents and shall not refer to obligations of US Borrowers and their US Subsidiaries.

" Canadian Pledge Agreements " shall mean that certain Pledge Agreement by LNT Center pledging sixty-five percent (65%) of its Equity Interests in LNT I and LNT II to secure the US Obligations and pledging 100% thereof to secure the Canadian Obligations and that certain Pledge Agreement by LNT I, LNT II, LNT Partnership and Canadian Borrower pledging all of their Equity Interests in the Canadian Borrower and the Canadian Guarantors, as applicable, to secure the Canadian Obligations, in each case, addressed to the applicable Collateral Agents for the benefit of the applicable Secured Parties, as the same may from time to time be modified, amended, extended or reaffirmed in accordance with the terms thereof.

" Canadian Prime Rate " shall mean on any day the greater of:

(a) a rate per annum that is equal to the corporate base rate of interest established from time to time by Bank of Montreal (or such other Schedule I Bank selected by the Canadian Administrative Agent from time to time) as its reference rate then in effect on such day for commercial loans made by it in Canada (it is understood and agreed that such corporate base rate is not necessarily the lowest rate charged by the Canadian Administrative Agent to its customers); and

(b) the CDOR Rate in effect from time to time plus 100 basis points per annum.

Any change in the Canadian Prime Rate shall be effective as of the opening of business on the date the change become effective generally.

" Canadian Prime Rate Borrowing " shall mean a Borrowing comprised of Canadian Prime Rate Loans.

" Canadian Prime Rate Loans " shall mean any Canadian Revolving Loan or Canadian Swingline Loan bearing interest at a rate determined by reference to the Canadian Prime Rate in accordance with the provisions of Article II .

" Canadian Pro Rata Percentage " of any Canadian Revolving Lender at any time shall mean the percentage of the total Canadian Revolving Commitments of all Canadian Revolving Lenders represented by such Lender's Canadian Revolving Commitment.

" Canadian Revolving Borrowing " shall mean a Borrowing comprised of Canadian Revolving Loans.

" Canadian Revolving Commitment " shall mean, with respect to each Revolving Lender, the commitment, if any, of such Revolving Lender to make Canadian Revolving Loans hereunder up to the amount set forth on Schedule I to the Lender Addendum executed and delivered by such Lender or in the Assignment and Assumption pursuant to which such lender assumed its Canadian Revolving Commitment. The Canadian Revolving Commitment of each Revolving Lender is a sub-commitment of its Revolving Commitment and, as such, may be (a) reduced from time to time pursuant to Section 2.07 and (b) reduced or increased from time to time pursuant to assignments by or to such Revolving Lender pursuant to Section 11.04 . The aggregate amount of the Lenders' Canadian Revolving Commitments on the Closing Date is $40 million.

" Canadian Revolving Lender " shall mean a Lender with a Canadian Revolving Commitment.

" Canadian Revolving Loan " shall mean a Revolving Loan borrowed by the Canadian Borrower denominated in Canadian dollars or a Bankers' Acceptance (and any advances with respect thereto) denominated in Canadian dollars.

" Canadian Secured Parties " shall mean the Canadian Administrative Agent, the Canadian Collateral Agents, each Lender that holds Canadian Revolving Loans or has Canadian Revolving Commitments (in its capacity as such) and the Canadian Swingline Lender.

" Canadian Security Agreement " shall mean each certain Security Agreement dated as of the Closing Date in favor of the Canadian Collateral Agents to secure the Canadian Obligations for the benefit of the Canadian Secured Parties by Canadian Borrower and by each Canadian Guarantor, which is governed by Canadian law, as the same may from time to time be modified, amended, extended or reaffirmed in accordance with the terms thereof.

" Canadian Swingline Commitment " shall mean the commitment of the Canadian Swingline Lender to make loans pursuant to Section 2.17 , as the same may be reduced from time to time pursuant to Section 2.07 or Section 2.17 . The amount of the Canadian Swingline Commitment shall initially be $5 million, but in no event shall exceed the Revolving Commitment.

" Canadian Swingline Lender " shall have the meaning assigned to such term in the preamble hereto.

" Canadian Swingline Loans " shall mean any loan made by the Canadian Swingline Lender pursuant to Section 2.17(d) .

" Capital Expenditures " shall mean, for any period, without duplication, the increase during that period in the gross property, plant or equipment account in the consolidated balance sheet of LNT and its Subsidiaries, determined in accordance with GAAP, whether such increase is due to purchase of properties for cash or financed by the incurrence of Indebtedness, but excluding (i) expenditures made in connection with the replacement, substitution or restoration of property pursuant to Section 2.10(d) and (ii) any portion of such increase attributable solely to acquisitions of property, plant and equipment in Permitted Acquisitions.

" Capital Lease Obligations " of any person shall mean the obligations of such person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

" Cash Collateral Account " shall mean a collateral account in the form of a deposit account established and maintained by the Collateral Agents for the benefit of the Secured Parties from the proceeds of Collateral collected in the Collection Account that have not either been released to the Borrowers or applicable Guarantor or applied immediately to outstanding Obligations.

" Cash Equivalents " shall mean, as to any person, (a) securities issued, or directly, unconditionally and fully guaranteed or insured, by the United States, Canada or any agency or instrumentality thereof ( provided that the full faith and credit of the United States or Canada is pledged in support thereof) having maturities of not more than one year from the date of acquisition by such person; (b) time deposits and certificates of deposit of any Lender or any commercial bank having, or which is the principal banking subsidiary of a bank holding company organized under the laws of the United States, any state thereof or the District of Columbia or any province or territory of Canada having, capital and surplus aggregating in excess of $500 million and a rating of "A" (or such other similar equivalent rating) or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act) with maturities of not more than one year from the date of acquisition by such person; (c) repurchase

obligations with a term of not more than 30 days for underlying securities of the types described in clause (a) above entered into with any bank meeting the qualifications specified in clause (b) above, which repurchase obligations are secured by a valid perfected security interest in the underlying securities; (d) commercial paper issued by any person incorporated in the United States or Canada rated at least A-1 or the equivalent thereof by Standard & Poor's Rating Service or at least P-1 or the equivalent thereof by Moody's Investors Service Inc., and in each case maturing not more than one year after the date of acquisition by such person; (e) investments in money market funds substantially all of whose assets are comprised of securities of the types described in clauses (a) through (d) above; (f) demand deposit accounts maintained in the ordinary course of business; and (g) other bank accounts which contain funds that have not been swept to the Concentration Accounts because of the need to meet compensating balance or other fee requirements of a bank that provides a Blocked Account.

" Casualty Event " shall mean any loss of title or any loss of or damage to or destruction of, or any condemnation or other taking (including by any Governmental Authority) of, any property of Holdings or any of its Subsidiaries. "Casualty Event" shall include but not be limited to any taking of all or any part of any Real Property of any person or any part thereof, in or by condemnation or other eminent domain proceedings pursuant to any Requirement of Law, or by reason of the temporary requisition of the use or occupancy of all or substantially all of any Real Property of any person or any part thereof by any Governmental Authority, civil or military, or any settlement in lieu thereof, but shall not include a loss of title to the extent covered by a title insurance policy.

" CDOR Rate " shall mean, on any day, the annual rate of interest which is the arithmetic average of the "BA 1 month" rates applicable to Bankers' Acceptances issued by Schedule I banks identified as such on the Reuters Screen CDOR Page at approximately 10:00 a.m. (Toronto time) on such day (as adjusted by the Canadian Administrative Agent after 10:00 a.m. (Toronto time) to reflect any error in any posted rate or in the posted average annual rate). If the rate does not appear on the Reuters Screen CDOR Page as contemplated above, then the CDOR Rate on any day shall be calculated as the arithmetic average of the discount rates applicable to one month Bankers' Acceptances of, and as quoted by, any two of the Schedule I banks, chosen by the Canadian Administrative Agent, as of 10:00 a.m. (Toronto time) on such day, or if such day is not a Business Day, then on the immediately preceding Business Day. If less than two Schedule I banks quote the aforementioned rate, the CDOR Rate shall be the rate chosen by the Canadian Administrative Agent.

" CERCLA " shall mean the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. § 9601 et seq. and all implementing regulations.

A " Change in Control " shall be deemed to have occurred if:

(a) Holdings at any time ceases to own directly or indirectly 100% of the Equity Interests of Borrowers;

(b) at any time a change of control occurs under any Material Indebtedness;

(c) prior to an IPO, the Permitted Holders cease to own, or to have the power to vote or direct the voting of, Voting Stock of Holdings representing a majority of the voting power of the total outstanding Voting Stock of Holdings;

(d) following an IPO, (i) the Permitted Holders shall fail to own, or to have the power to vote or direct the voting of, Voting Stock of Holdings representing more than 25% of the voting power of the total outstanding Voting Stock of Holdings, (ii) the Permitted Holders cease to own Equity Interests representing more than 25% of the total economic interests of the Equity Interests of Holdings or (iii) any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than one or more Permitted Holders, is

or becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes of this clause such person or group shall be deemed to have "beneficial ownership" of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of an equal or greater percentage of Voting Stock of Holdings than the percentage of Voting Stock that the Sponsor and its Controlled Investment Affiliates own or have the power to vote or direct the voting of after such IPO; or

(e) following an IPO, during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors of Holdings (together with any new directors whose election to such Board of Directors or whose nomination for election was approved by a vote of a majority of the members of the Board of Directors of Holdings, or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors of Holdings.

For purposes of this definition, a person shall not be deemed to have beneficial ownership of Equity Interests subject to a stock purchase agreement, merger agreement, amalgamation agreement or similar agreement until the consummation of the transactions contemplated by such agreement.

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

" Charges " shall have the meaning assigned to such term in Section 11.14 .

" Chattel Paper " shall mean all "chattel paper," as such term is defined in the UCC as in effect on the date hereof in the State of New York, or as defined in the PPSA, as applicable, in which any Person now or hereafter has rights.

" Class ," when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans or Swingline Loans and, when used in reference to any Commitment, refers to whether such Commitment is a Revolving Commitment, US Swingline Commitment or Canadian Swingline Commitment, in each case, under this Agreement as originally in effect or pursuant to Section 2.19 , of which such Loan, Borrowing or Commitment shall be a part.

" Closing Date " shall mean the date of the initial Credit Extension hereunder.

" Code " shall mean the Internal Revenue Code of 1986, as amended from time to time.

" Collateral " shall mean, collectively, all of the Security Agreement Collateral, the Mortgaged Property and all other property of whatever kind and nature subject or purported to be subject from time to time to a Lien under any Security Document.

" Collateral Agent " shall have the meaning assigned to such term in the preamble hereto; provided, however, when reference is made to the applicable Collateral Agents, the reference shall be deemed to be (i) to UBS AG, Stamford Branch or UBS AG Canada Branch as Co-Collateral Agent, if and to the extent that such reference requires a payment to be made (other than with respect to any indemnification or such other payment that is to be made to Wachovia Bank, National Association as Co-Collateral Agent, as provided by this Agreement), (ii) Wachovia Bank, National Association or Wachovia Capital Finance Corporation (Canada) as Co-Collateral Agent, if and to the extent that such reference requires action or determination with respect to the

reporting or monitoring of the Collateral, the Borrowing Base or the Canadian Borrowing Base, as applicable, including any and all actions relating to Eligible In-Transit Inventory, Eligible Canadian In-Transit Inventory or Eligible Letters of Credit, and (iii) both US Collateral Agents or both Canadian Collateral Agents or (in the case of issues affecting all Lenders (other than after the operation of a CAM Exchange)) all Collateral Agents if and to the extent that such reference requires action or determination with respect to other issues, such as the establishment or modification of eligibility criteria, advance rates or Reserves.

" Collection Accounts " has the meaning assigned to such term in Section 9.02(d).

" Commercial Letter of Credit " shall mean any letter of credit or similar instrument issued for the purpose of providing credit support in connection with the purchase of materials, goods or services by US Borrowers or any of their Subsidiaries in the ordinary course of their businesses.

" Commitment " shall mean, with respect to any Lender, such Lender's Revolving Commitment, Canadian Revolving Commitment, US Swingline Commitment or Canadian Swingline Commitment, and any Commitment to make Revolving Loans of a new Class extended by such Lender as provided in Section 2.19 .

" Commitment Fee " shall have the meaning assigned to such term in Section 2.05(a) .

" Companies " shall mean Holdings and its Subsidiaries; and " Company " shall mean any one of them.

" Compliance Certificate " shall mean a certificate of a Financial Officer substantially in the form of Exhibit D or such other form as may be acceptable to the Administrative Agents.

" Concentration Accounts " shall have the meaning assigned to such term in Section 9.02(d) .

" Confidential Information Memorandum " shall mean that certain confidential information memorandum relating to the Senior Notes dated as of February 8, 2006.

" Consolidated Cash Flow " means, for any period, the Consolidated Net Income for such period plus , without duplication:

(i) an amount equal to any extraordinary loss plus any net loss realized by LNT or any of its Subsidiaries in connection with an Asset Sale, to the extent such losses were deducted in computing such Consolidated Net Income; plus

(ii) provision for taxes based on income or profits of LNT and its Subsidiaries for such period, including any applicable franchise or property taxes, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus

(iii) Consolidated Interest Expense for such period, to the extent that such Consolidated Interest Expense were deducted in computing such Consolidated Net Income; plus

(iv) the amount of any restructuring charges or reserves (which for the avoidance of doubt, shall include retention, escheat, severance, relocation, excess pension charges, contract termination costs, including future lease commitments) deducted in such period in computing Consolidated Net Income; plus

(v) the amount of management, monitoring, consulting and advisory fees and related expenses paid to the Sponsors (or any accruals relating to such fees and related expenses) during such period; provided that such amount shall not exceed $2.0 million in any four quarter period (calculated without giving effect to this clause (5)); plus

(vi) cash received pursuant to tenant allowances from landlords, plus

(vii) for any quarter in the four quarter periods ended October 1, 2005 and December 31, 2005, respectively, all adjustments to net income (or loss) used in connection with the calculation of pro forma "Adjusted EBITDA" for the 52 weeks ended October 1, 2005 and December 31, 2005, respectively (as set forth in the offering memorandum relating to the Senior Notes under Note (4) to the section entitled "Offering Memorandum Summary—Summary Historical and Pro Forma Consolidated Financial and Operating Data") to the extent such adjustments are not fully reflected in the applicable quarter and continue to be applicable; plus

(viii) depreciation, amortization (including amortization of intangibles and any amortization of straight line rent expense but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses (including charges related to the write-off of goodwill or intangibles as a result of impairment, in each case as required by SFAS No. 142 or SFAS No. 144 but excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of LNT and its Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income; minus

(ix) non-cash items increasing such Consolidated Net Income (including the amortization of tenant allowances received) for such period, other than the accrual of revenue in the ordinary course of business,

in each case, on a consolidated basis and determined in accordance with GAAP.

" Consolidated Fixed Charge Coverage Ratio " shall mean, for any Test Period, the ratio of (a) Consolidated Cash Flow for such Test Period to (b) Consolidated Fixed Charges for such Test Period.

" Consolidated Fixed Charges " shall mean, for any period, the sum, without duplication, of

(a) Consolidated Interest Expense for such period;

(b) the aggregate amount of Capital Expenditures for such period (other than to the extent financed by Excluded Issuances);

(c) all cash payments in respect of income taxes made during such period (net of any cash refund in respect of income taxes actually received during such period);

(d) the principal amount of all scheduled amortization payments on all Indebtedness (including the principal component of all Capital Lease Obligations, but excluding such amortization payments on Indebtedness incurred to finance Capital Expenditures included in clause (b) above in such period or any prior period) of LNT and its Subsidiaries for such period (as determined on the first day of the respective period);

(e) the product of all cash dividend payments on any series of Disqualified Capital Stock of Holdings or any of its Subsidiaries (other than dividend payments to LNT or any of its Subsidiaries); and

(f) the product of all cash dividend payments on any Preferred Stock (other than Disqualified Capital Stock) of Holdings or any of its Subsidiaries (other than dividend payments to LNT or any of its Subsidiaries).

" Consolidated Indebtedness " shall mean, as at any date of determination, the aggregate amount of all Indebtedness and all LC Exposure for Standby Letters of Credit of LNT and its Subsidiaries, determined on a consolidated basis in accordance with GAAP.

" Consolidated Interest Expense " shall mean, for any period, the total consolidated cash interest expense of LNT and its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP plus , without duplication each of the following to the extent paid or payable in cash:

(a) imputed interest on Capital Lease Obligations of LNT and its Subsidiaries for such period;

(b) commissions, discounts and other fees and charges owed by LNT or any of its Subsidiaries with respect to Standby Letters of Credit, bankers' acceptance financing and receivables financings for such period;

(c) cash contributions to any employee stock ownership plan or similar trust made by LNT or any of its Subsidiaries to the extent such contributions are used by such plan or trust to pay interest or fees to any person (other than LNT or a Wholly Owned Subsidiary) in connection with Indebtedness incurred by such plan or trust for such period;

(d) all interest paid or payable with respect to discontinued operations of LNT or any of its Subsidiaries for such period;

(e) the interest portion of any deferred payment obligations of LNT or any of its Subsidiaries for such period;

(f) all interest on any Indebtedness of LNT or any of its Subsidiaries of the type described in clause (e) or (i) of the definition of "Indebtedness" for such period;

provided that (a) to the extent directly related to the Transactions, debt issuance costs, debt discount or premium and other financing fees and expenses shall be excluded from the calculation of Consolidated Interest Expense and (b) Consolidated Interest Expense shall be calculated after giving effect to Hedging Agreements (including associated costs), but excluding unrealized gains and losses with respect to Hedging Agreements.

Consolidated Interest Expense shall be calculated on a Pro Forma Basis to give effect to any Indebtedness incurred, assumed or permanently repaid or extinguished during the relevant Test Period in connection with the Acquisition, any Permitted Acquisitions and Asset Sales (other than any dispositions in the ordinary course of business) as if such incurrence, assumption, repayment or extinguishing had been effected on the first day of such period.

" Consolidated Net Income " means, for any period, the aggregate of the Net Income of LNT and its Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that:

(i) the Net Income (but not loss) of any person that is not a Subsidiary Guarantor or that is accounted for by the equity method of accounting will be included only to the extent of the amount of dividends or similar distributions paid in cash (or converted into cash) to the US Borrowers or a Subsidiary Guarantor;

(ii) the Net Income of any Subsidiary will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary or its stockholders; provided that if any such dividend or distribution is actually received it will be included for the purposes of this definition;

(iii) any increase in amortization and depreciation or any one-time non-cash charges resulting from purchase accounting in connection with any acquisition that is consummated on or after the date of this Agreement will be excluded;

(iv) the cumulative effect of a change in accounting principles will be excluded;

(v) any net after-tax gains or losses (less all fees and expenses or charges relating thereto) attributable to business dispositions or asset dispositions other than in the ordinary course of business (as determined in good faith by senior management or the board of directors of Holdings) will be excluded;

(vi) any net after-tax gains or losses (less all fees and expenses or charges relating thereto) attributable to the early extinguishment of indebtedness will be excluded;

(vii) non-cash gains, losses, income and expenses resulting from fair value accounting required by Statement of Financial Accounting Standards No. 133 and related interpretations will be excluded;

(viii) the effects of purchase accounting as a result of the Transactions will be excluded;

(ix) any fees, expenses and charges relating to the Transactions (whenever paid) will be excluded; and

(x) accruals and reserves that are established within 12 months of the Closing Date and that are required to be established in accordance with GAAP will be excluded.

" Consolidated Net Tangible Assets " means, as of any date of determination, the sum of the assets of LNT and its Subsidiaries after eliminating intercompany items, determined on a consolidated basis in accordance with GAAP, less (without duplication) (i) the net book value of all of LNT's and its Subsidiaries' licenses, patents, patent applications, copyrights, trademarks, trade names, goodwill, non-compete agreements or organizational expenses and other like intangibles shown on the balance sheet of LNT and its Subsidiaries as of the most recent date for which such a balance sheet is available, (ii) unamortized Indebtedness discount and expenses, (iii) all reserves for depreciation, obsolescence, depletion and amortization of its properties and all other proper reserves related to assets which in accordance with GAAP have been provided by LNT and its Subsidiaries and (iv) all current liabilities.

" Contested Collateral Lien Conditions " shall mean, with respect to any Permitted Lien of the type described in clauses (a), (b), (e) and (f) of Section 6.02 , the following conditions:

(a) US Borrowers shall cause any proceeding instituted contesting such Lien to stay the sale or forfeiture of any portion of the Collateral on account of such Lien;

(b) at the option and at the request of the US Administrative Agent, to the extent such Lien is in an amount in excess of $100,000, the applicable Collateral Agent shall maintain a Reserve against the Borrowing Base or Canadian Borrowing Base, as applicable, in an amount sufficient to pay and discharge such Lien and the US Administrative Agent's reasonable estimate of all interest and penalties related thereto; and

(c) such Lien shall in all respects be subject and subordinate in priority to the Lien and security interest created and evidenced by the Security Documents, except if and to the extent that the Requirement of Law creating, permitting or authorizing such Lien provides that such Lien is or must be superior to the Lien and security interest created and evidenced by the Security Documents.

" Contingent Obligation " shall mean, as to any person, any obligation, agreement, understanding or arrangement of such person guaranteeing or intended to guarantee any Indebtedness, leases, dividends or other obligations (" primary obligations ") of any other person (the " primary obligor ") in any manner, whether directly or indirectly, including any obligation of such person, whether or not contingent, (a) to purchase any such primary obligation or any property constituting direct or indirect security therefor; (b) to advance or supply funds (i) for the purchase or payment of any such primary obligation or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor; (c) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation; (d) with respect to bankers' acceptances, letters of credit and similar credit arrangements, until a reimbursement obligation arises (which reimbursement obligation shall constitute Indebtedness); or (e) otherwise to assure or hold harmless the holder of such primary obligation against loss in respect thereof; provided, however , that the term "Contingent Obligation" shall not include endorsements of instruments for deposit or collection in the ordinary course of business or any product warranties. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Contingent Obligation is made (or, if less, the maximum amount of such primary obligation for which such person may be liable, whether singly or jointly, pursuant to the terms of the instrument evidencing such Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such person is required to perform thereunder) as determined by such person in good faith.

" Contribution, Intercompany Contracting and Offset Agreement " shall mean that certain Contribution, Intercompany Contracting and Offset Agreement dated as of the date hereof by and among the Loan Parties (other than Foreign Subsidiaries), Collateral Agents and Administrative Agents.

" Control " shall mean 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 ownership of voting securities, by contract or otherwise, and the terms " Controlling " and " Controlled " shall have meanings correlative thereto.

" Control Agreement " shall have the meaning assigned to such term in the Security Agreement.

" Controlled Investment Affiliate " means, as to any person, any other person which directly or indirectly is in Control of, is Controlled by, or is under common Control with, such person and is organized by such person (or any person Controlling such person) primarily for making equity or debt investments in Holdings or other portfolio companies.

" Cost " shall mean, as determined by the applicable Collateral Agents, in good faith, with respect to Inventory or Canadian Inventory, as applicable, the lower of (a) landed cost computed on first-in a first-out basis in accordance with GAAP or (b) market value; provided , that for purposes of the calculation of the Borrowing Base or the Canadian Borrowing Base, (i) the Cost of the Inventory or the Cost of the Canadian Inventory shall not include: (A) the portion of the cost of Inventory or Canadian Inventory equal to the profit earned by any Affiliate on the sale thereof to Borrowers or the Borrowing Base Guarantors or (B) write-ups or write-downs in cost with respect to currency exchange rates, and (ii) notwithstanding anything to the contrary contained herein, the cost of the Inventory and Canadian Inventory shall be computed in the same manner and consistent with the most recent Inventory Appraisal which has been received and approved by Collateral Agents in their reasonable discretion.

" Credit Card Agreements " shall mean all agreements now or hereafter entered into by Borrowers or Borrowing Base Guarantors with any credit card issuer or any credit card processor, as the same now exist or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced, including, without limitation, any agreements entered into in connection with any Private Label Credit Cards.

" Credit Card Receivables " shall mean, collectively, all present and future rights of Borrowers or Borrowing Base Guarantors to payment from (a) any major credit card issuer or major credit card processor arising from sales of goods or rendition of services to customers who have purchased such goods or services using a credit or debit card, (b) any major credit card issuer or major credit card processor in connection with the sale or transfer of Accounts arising pursuant to the sale of goods or rendition of services to customers who have purchased such goods or services using a credit card or a debit card, including, but not limited to, all amounts at any time due or to become due from any major credit card issuer or major credit card processor under the Credit Card Agreements or otherwise and (c) the issuers of Private Label Credit Cards.

" Credit Extension " shall mean, as the context may require, (i) the making of a Loan by a Lender or (ii) the issuance of any Letter of Credit, or the amendment, extension or renewal of any existing Letter of Credit, by the Issuing Bank.

" Current Derivative Exposure " shall mean, as of any date of determination, 100% of the aggregate mark-to-market exposure then owing by any Borrower under Lender Hedging Agreements, determined by all Lenders that are counterparties to each Lender Hedging Agreement, in good faith and in a commercially reasonable manner, based on net termination values and calculated as if such Lender Hedging Agreements were terminated as of such determination date and a payment were due thereunder to the Lender or its Affiliates and furnished to the applicable Agent on a bi-monthly basis (or more frequently, in the commercially reasonable discretion of the applicable Agent).

" Debt Issuance " shall mean the incurrence by Holdings or any of its Subsidiaries of any Indebtedness after the Closing Date (other than as permitted by Section 6.01 ).

" Default " shall mean any event, occurrence or condition which is, or upon notice, lapse of time or both would constitute, an Event of Default.

" Default Rate " shall have the meaning assigned to such term in Section 2.06(e) .

" Discount Note " shall mean a non-interest bearing promissory note denominated in Canadian Dollars, substantially in the form of Exhibit K-4 , issued by the Canadian Borrower to evidence a BA Equivalent Loan.

" Discount Proceeds " shall mean on any day, for any Bankers' Acceptance issued hereunder, an amount calculated on such day by multiplying:

(a) the face amount of such Bankers' Acceptance by

(b) the quotient obtained by dividing:

(i) one by

(ii) the sum of one plus the product of:

A) the Discount Rate applicable to such Bankers' Acceptance and

B) a fraction, the numerator of which is the number of days in the applicable Interest Period and the denominator of which is 365,

with the quotient being rounded up or down to the fifth decimal place and 0.00005 being rounded up.

" Discount Rate " means, on any day, with respect to an issue of Bankers' Acceptances, or in respect of a BA Equivalent Loan, with the same maturity date, (a) for a Lender which is a Schedule I Lender, (i) the average bankers' acceptance discount rate of the appropriate term as quoted on Reuters Screen CDOR Page determined at or about 10:00 a.m. (Toronto time) on that day or, (ii) if the discount rate for a particular term is not quoted on Reuters Screen CDOR Page, the arithmetic average of the actual discount rates for bankers' acceptances for such term accepted by any two of the Schedule I banks, chosen by the Canadian Administrative Agent, as of 10:00 a.m. (Toronto time) on such day, or if such day is not a Business Day, then on the immediately preceding Business Day, and (b) for a Lender which is not a Schedule I Lender, the rate determined by the Canadian Administrative Agent in accordance with (a) above, plus 10 basis points per annum.

" Disqualified Capital Stock " shall mean any Equity Interest which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, (a) matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, on or prior to the first anniversary of the Final Maturity Date, (b) is convertible into or exchangeable (unless at the sole option of the issuer thereof) for (i) debt securities or (ii) any Equity Interests referred to in (a) above, in each case at any time on or prior to the first anniversary of the Final Maturity Date, or (c) contains any repurchase obligation which may come into effect prior to payment in full of all Obligations; provided, however , that any Equity Interests that would not constitute Disqualified Capital Stock but for provisions thereof giving holders thereof (or the holders of any security into or for which such Equity Interests is convertible, exchangeable or exercisable) the right to require the issuer thereof to redeem such Equity Interests upon the occurrence of a change in control or an asset sale occurring prior to the first anniversary of the Final Maturity Date shall not constitute Disqualified Capital Stock if such Equity Interests provide that the issuer thereof will not redeem any such Equity Interests pursuant to such provisions prior to the repayment in full of the Obligations.

" Dividend " with respect to any person shall mean that such person has declared or paid a dividend or returned any equity capital to the holders of its Equity Interests or authorized or made any other distribution, payment or delivery of property (other than Qualified Capital Stock of such person) or cash to the holders of its Equity Interests as such, or redeemed, retired, purchased or otherwise acquired, directly or indirectly, for consideration any of its Equity Interests outstanding (or any options or warrants issued by such person with respect to its Equity Interests), or set aside any funds for any of the foregoing purposes, or shall have permitted any of its Subsidiaries to purchase or otherwise acquire for consideration any of the Equity Interests of such person outstanding (or any options or warrants issued by such person with respect to its Equity Interests). Without limiting the foregoing, "Dividends" with respect to any person shall also include all payments made or required to be made by such person with respect to any stock appreciation rights, plans, equity incentive or achievement plans or any similar plans or setting aside of any funds for the foregoing purposes.

" Documentation Agent " shall have the meaning assigned to such term in the preamble hereto.

" Dollar Equivalent " shall mean, as to any amount denominated in Canadian dollars on any date of determination, the amount of dollars that would be required to purchase the amount of Canadian dollars based upon the Spot Selling Rate.

" dollars " or " $ " shall mean lawful money of the United States.

" Eligible Accounts " shall have the meaning assigned to such term in Section 2.20(a) .

" Eligible Assignee " shall mean (a) if the assignment does not include assignment of a Revolving Commitment, (i) any Lender, (ii) an Affiliate of any Lender, (iii) an Approved Fund and (iv) any other person approved by the applicable Administrative Agent (such approval not to be unreasonably withheld or delayed) and (b) if the assignment includes assignment of a Revolving Commitment, (i) any Revolving Lender, (ii) an Affiliate of any Revolving Lender, (iii) an Approved Fund of a Revolving Lender and (iv) any other person approved by the applicable Administrative Agent, the Issuing Bank, the Swingline Lenders and Borrowers (each such approval not to be unreasonably withheld or delayed); provided that (x) no approval of Borrowers shall be required during the continuance of a Default, (y) "Eligible Assignee" shall not include US Borrowers or any of their Affiliates or Subsidiaries or any natural person and (z) each Revolving Lender becoming a party hereto pursuant to an Assignment and Assumption must also arrange to designate an Affiliate as a Canadian Revolving Lender and such Canadian Revolving Lender must also become a party hereto pursuant to such Assignment and Assumption.

" Eligible Canadian Accounts " shall have the meaning assigned to such term in Section 2.21(a) .

" Eligible Canadian Inventory " shall mean, subject to adjustment as set forth in Section 2.21(b) , items of Canadian Inventory of the Canadian Borrower and any Canadian Borrowing Base Guarantors.

" Eligible Canadian In-Transit Inventory " means, as of any date of determination, without duplication of other Eligible Canadian Inventory, Inventory (a) which has been shipped by or on behalf of a supplier from any location for receipt by Canadian Borrower or any Canadian Borrowing Base Guarantor within sixty (60) days of the date of determination, but which has not yet been received by Canadian Borrower or such Canadian Borrowing Base Guarantor, (b) for which the purchase order is in the name of Canadian Borrower or any Canadian Borrowing Base Guarantor, and title has passed to Canadian Borrower or any Canadian Borrowing Base Guarantor, (c) for which the document of title, to the extent applicable, reflects Canadian Borrower or any Canadian Borrowing Base Guarantor as consignee (along with delivery to Canadian Borrower or such Canadian Borrowing Base Guarantor of the documents of title, to the extent applicable, with respect thereto), (d) as to which the applicable Collateral Agent has control over the documents of title, to the extent applicable, which evidence ownership of the subject Inventory (such as by the delivery of a Freight Forwarding Agreement), (e) is covered by insurance reasonably acceptable to the Collateral Agents, and (f) which otherwise is not excluded from the definition of Eligible Inventory.

" Eligible Canadian Lender " means a financial institution that is (i) not a non-resident of Canada for the purpose of the ITA, or (ii) an "authorized foreign bank" as defined in section 2, of the Bank Act (Canada) and in subsection 248(1) of the ITA, that is not subject to the restrictions and requirements referred to in subsection 524(2) of the Bank Act (Canada) and which will receive all amounts paid or credited to it under its Canadian Revolving Loans and under the Loan Documents in respect of its "Canadian banking business" (as defined in subsection 248(1) of the ITA) for the purposes of paragraph 212(13.3)(a) of the ITA.

" Eligible In-Transit Inventory " means, as of any date of determination, without duplication of other Eligible Inventory, Inventory (a) which has been shipped by or on behalf of a supplier from any location for receipt by either a US Borrower or any US Borrowing Base Guarantor within sixty (60) days of the date of determination, but which has not yet been received by such US Borrower or US Borrowing Base Guarantor, (b) for which the purchase order is in the name of either a US Borrower or any US Borrowing Base Guarantor, and title has passed to either a US Borrower or any US Borrowing Base Guarantor, (c) for which the document of title, to the extent applicable, reflects either a US Borrower or any US Borrowing Base Guarantor as consignee (along with delivery to such a US Borrower or US Borrowing Base Guarantor of the documents of title, to the

extent applicable, with respect thereto), (d) as to which either the applicable Collateral Agent has control over the documents of title, to the extent applicable, which evidence ownership of the subject Inventory (such as by the delivery of a Freight Forwarding Agreement) or the goods covered by such document of title are expected to be delivered to a distribution center operated by US Borrowers or any of their Subsidiaries within 20 days of the date such goods become the subject of such document of title, (e) is covered by insurance reasonably acceptable to the Collateral Agents, and (f) which otherwise is not excluded from the definition of Eligible Inventory.

" Eligible Inventory " shall mean, subject to adjustment as set forth in Section 2.20(b) , items of Inventory of the US Borrowers and any US Borrowing Base Guarantors.

" Eligible Letter of Credit " means, as of any date of determination a Commercial Letter of Credit issued by the Issuing Bank which meet the following criteria:

(a) the Inventory being purchased thereunder has not yet been delivered to a US Borrower or any of the US Borrowing Base Guarantors;

(b) The purchase order for such Inventory is in the name of US Borrowers or any of its US Borrowing Base Guarantors (or Canadian Borrower or any Canadian Borrowing Base Guarantor, for Letters of Credit issued pursuant to Section 2.18(m) ) and the purchase of which is supported by a Commercial Letter of Credit issued under this Agreement having an initial expiry, subject to the proviso hereto, within 120 days after the date of initial issuance of such Commercial Letter of Credit, provided that fifty percent (50%) of the maximum Stated Amount all such Commercial Letters of Credit shall not, at any time, have an initial expiry greater than ninety (90) days after the original date of issuance of such Commercial Letters of Credit;

(c) Drawing under such Commercial Letters of Credit requires delivery of a bill of lading or other document of title, which names the US Collateral Agent, a US Borrower or any of the US Borrowing Base Guarantors or any of their agents as consignee, which evidences ownership of the subject inventory and which complies with the requirements of the applicable Freight Forwarding Agreement;

(d) the Inventory is not otherwise included in another category of Eligible Inventory or Eligible In-Transit Inventory;

(e) the Inventory being purchased thereunder is covered by insurance reasonably acceptable to the Collateral Agents; and

(f) the Inventory being purchased thereunder is not expected to be excluded from the definition of Eligible Inventory once it has been purchased and delivered.

" Embargoed Person " shall have the meaning assigned to such term in Section 6.20 .

" Environment " shall mean ambient air, indoor air, surface water and groundwater (including potable water, navigable water and wetlands), the land surface or subsurface strata, natural resources, the workplace or as otherwise defined in any Environmental Law.

" Environmental Claim " shall mean any claim, notice, demand, order, action, suit, proceeding or other communication alleging liability for or obligation with respect to any investigation, remediation, removal, cleanup, response, corrective action, damages to natural resources, personal injury, property damage, fines, penalties or other costs resulting from, related to or arising out of (i) the presence, Release or threatened Release in or into the Environment of Hazardous Material at any location or (ii) any violation or alleged violation of any Environmental Law, and shall include any claim seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief resulting from, related to or arising out of the presence, Release or threatened

Release of Hazardous Material or alleged injury or threat of injury to health, safety or the Environment.

" Environmental Law " shall mean any and all present and future, foreign or domestic, federal, provincial, territorial or state (or any Subdivision of any of them) treaties, laws, statutes, ordinances, regulations, rules, decrees, orders, judgments, consent orders, consent decrees, code or other binding requirements, and the common law, relating to protection of public health or the Environment, the Release or threatened Release of Hazardous Material, natural resources or natural resource damages, or occupational safety or health, and any and all Environmental Permits.

" Environmental Permit " shall mean any permit, license, approval, registration, notification, exemption, consent or other authorization required by or from a Governmental Authority under Environmental Law.

" Equipment " shall have the meaning assigned to such term in the applicable Security Agreement.

" Equity Financing " shall mean the cash equity investment in Holdings by the Equity Investors as the same is further invested in cash equity in the US Borrowers on or prior to the Closing Date, in an amount not less than $600 million on terms and conditions satisfactory to the Administrative Agents; provided that Sponsor and its Controlled Investment Affiliates shall, directly or indirectly, invest at least 50% of the aggregate amount of the Equity Financing.

" Equity Interest " shall mean, with respect to any person, any and all shares, interests, participations or other equivalents, including membership interests (however designated, whether voting or nonvoting), of equity of such person, including, if such person is a partnership, partnership interests (whether general or limited) and any other interest or participation that confers on a person the right to receive a share of the profits and losses of, or distributions of property of, such partnership, whether outstanding on the date hereof or issued after the Closing Date, but excluding debt securities convertible or exchangeable into such equity.

" Equity Investors " shall mean Sponsor, its Controlled Investment Affiliates and one or more investors reasonably satisfactory to the Administrative Agents and the Arranger.

" Equity Issuance " shall mean, without duplication, (i) any issuance or sale by Holdings after the Closing Date of any Equity Interests in Holdings (including any Equity Interests issued upon exercise of any warrant or option) or any warrants or options to purchase Equity Interests or (ii) any contribution to the capital of Holdings; provided, however , that an Equity Issuance shall not include (x) any Preferred Stock Issuance or Debt Issuance, (y) any such sale or issuance by Holdings of not more than an aggregate amount of 5.0% of its Equity Interests (including its Equity Interests issued upon exercise of any warrant or option or warrants or options to purchase its Equity Interests but excluding Disqualified Capital Stock), in each case, to directors, officers or employees of any Company and (z) any Excluded Issuance.

" ERISA " shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time.

" ERISA Affiliate " shall mean, with respect to any person, any trade or business (whether or not incorporated) that, together with such person, is treated as a single employer under Section 414 (b), (c) or (m) of the Code.

" ERISA Event " shall mean (a) any "reportable event," as defined in Section 4043 of ERISA or the regulations issued thereunder, with respect to a Plan (other than an event for which the 30-day notice period is waived by regulation); (b) the existence with respect to any Plan of an "accumulated funding deficiency" (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the failure to make by its due date a required installment

under Section 412(m) of the Code with respect to any Plan or the failure to make any required contribution to a Multiemployer Plan; (d) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (e) the incurrence by any Company of any liability under Title IV of ERISA with respect to the termination of any Plan; (f) the incurrence by the Company of material liability, under Title IV of ERISA with respect to a defined benefit pension plan maintained by an ERISA Affiliate or a multi-employer plan (as defined in ERISA Section 3 (37)) contributed to by an ERISA Affiliate (g) the receipt by any Company from the PBGC or a plan administrator of any notice relating to the intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan, or the occurrence of any event or condition which could reasonably be expected to constitute grounds under ERISA for the termination of, or the appointment of a trustee to administer, any Plan; (h) the incurrence by any Company of any liability with respect to the withdrawal from any Plan or Multiemployer Plan; (i) the receipt by any Company of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA; (j) the "substantial cessation of operations" within the meaning of Section 4062(e) of ERISA with respect to a Plan; (k) the making of any amendment to any Plan which could result in the imposition of a Lien or the posting of a bond or other security; and (l) the occurrence of a nonexempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) which could reasonably be expected to result in liability to any Company.

" Eurodollar Borrowing " shall mean a Borrowing comprised of Eurodollar Loans.

" Eurodollar Loan " shall mean any Eurodollar Revolving Loan.

" Eurodollar Revolving Borrowing " shall mean a Borrowing comprised of Eurodollar Revolving Loans.

" Eurodollar Revolving Loan " shall mean any Revolving Loan bearing interest at a rate determined by reference to the Adjusted LIBOR Rate in accordance with the provisions of Article II .

" Event of Default " shall have the meaning assigned to such term in Section 8.01 .

" Excess Amount " shall have the meaning assigned to such term in Section 2.10(f)(iii) .

" Excess Availability " shall mean, at any time, (a) the lesser of (i) the Revolving Commitments of all of the Lenders and (ii) (x) the Borrowing Base plus (y) the lesser of the Canadian Borrowing Base and the Canadian Revolving Commitments on the date of determination less (b) all outstanding Loans and LC Exposure less (c) in the applicable Collateral Agents' reasonable discretion, the aggregate amount of all the outstanding and unpaid trade payables and other obligations of Borrowers and/or the Borrowing Base Guarantors which are not paid within 75 days past the due date according to their original terms of sale, in each case as of such date of determination less (d) in the applicable Collateral Agents' reasonable discretion, and without duplication, the amount of checks issued by Borrowers and/or the Borrowing Base Guarantors to pay trade payables and other obligations but which are not paid within 75 days past the due date according to their original terms of sale, in each case as of such date of determination, but which either have not yet been sent or are subject to other arrangements which are expected to delay the prompt presentation of such checks for payment.

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

" Excluded Issuance " shall mean an issuance and sale of Qualified Capital Stock of Holdings, to the extent such Qualified Capital Stock is used, or the Net Cash Proceeds thereof shall be,

within ninety (90) days of the consummation of such issuance and sale, used, without duplication, to finance Capital Expenditures or one or more Permitted Acquisitions.

" Excluded Taxes " shall mean, with respect to the Administrative Agents, any Lender, the Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of Borrowers hereunder, (a) taxes imposed on or measured by its overall net income (however denominated), franchise taxes imposed on it (in lieu of net income taxes) and branch profits taxes imposed on it, by a jurisdiction (or any political subdivision thereof) as a result of the recipient being organized or having its principal office or, in the case of any Lender, its applicable lending office in such jurisdiction; (b) in the case of a Foreign Lender, any U.S. federal withholding tax that (i) 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), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from Borrowers with respect to such withholding tax pursuant to Section 2.15(a) or (y) if such Foreign Lender is an assignee pursuant to a request by Borrowers under Section 2.16 ; provided that this subclause (b)(i) shall not apply to any Tax imposed on a Lender following an Event of Default or in connection with an interest or participation in any Loan or other obligation that such Lender was required to acquire pursuant to Section 2.14(d) , or (ii) is attributable to such Lender's failure to comply with Section 2.15(e) ; and (c) those Canadian federal withholding taxes under Part XIII of the ITA, if any, in excess of the amount of such taxes that would have been imposed had the recipient of the particular payment been, at the time of the payment, a resident of the United States for the purposes of the Canada-United States Income Tax Convention (1980), as amended from time to time, and entitled to the reduced withholding tax rate provided under paragraph 2 of Article XI thereof (such rate, for greater certainty, being 10% (ten percent) as at the date of this Agreement).

" Executive Order " shall have the meaning assigned to such term in Section 3.22 .

" Existing Issuing Bank Letters of Credit " shall mean the outstanding letters of credit issued before the date hereof by an Issuing Bank for the account of a Borrower or a Subsidiary of a Borrower set forth on Schedule 1.01(c) hereto.

" Existing Lender Letters of Credit " shall mean the outstanding letters of credit issued before the date hereof by Bank of America, N.A. for the account of a Borrower or a Subsidiary of a Borrower set forth on Schedule 1.01(d) hereto.

" Existing Lien " shall have the meaning assigned to such term in Section 6.02(c) .

" Federal Funds Effective Rate " shall mean, for any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System of the United States arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for the day for such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it.

" Fee Letter " shall mean that certain Bank Fee Letter dated as of November 7, 2005 by and among UBS, UBSS, Bear Stearns, Bear Stearns Corporate Lending, Inc., Holdings and Merger Sub Co., as the same may be amended, amended and restated, supplemented, revised or modified from time to time.

" Fees " shall mean the Commitment Fees, the Administrative Agent Fees, The Collateral Monitoring Fees, the LC Participation Fees and the Fronting Fees.

" Final Maturity Date " shall mean the Revolving Maturity Date.

" Financial Officer " of any person shall mean the chief financial officer, principal accounting officer, treasurer or controller of such person.

" FIRREA " shall mean the Federal Institutions Reform, Recovery and Enforcement Act of 1989, as amended.

" First Priority " means, with respect to any Lien purported to be created in any Collateral pursuant to any Security Document, that such Lien is the most senior Lien to which such Collateral is subject (subject to Permitted Liens).

" Foreign Lender " shall mean any Lender that is not, for United States federal income tax purposes, (i) an individual who is a citizen or resident of the United States, (ii) a corporation, partnership or other entity treated as a corporation or partnership created or organized in or under the laws of the United States, or any political subdivision thereof, (iii) an estate whose income is subject to U.S. federal income taxation regardless of its source or (iv) a trust if a court within the United States is able to exercise primary supervision over the administration of such trust and one or more United States persons have the authority to control all substantial decisions of such trust.

" Foreign Plan " shall mean any defined benefit pension plan, program, policy, arrangement or agreement maintained or contributed to by any Company with respect to employees employed outside the United States.

" Foreign Subsidiary " shall mean a Subsidiary that is organized under the laws of a jurisdiction other than the United States or any state thereof or the District of Columbia.

" Freight Forwarding Agreement " means a multi-party agreement in a form and substance satisfactory to Collateral Agents among a Borrower, a customs broker, freight forwarder, or other carrier, and the applicable Collateral Agents in which the customs broker, freight forwarder, or other carrier acknowledges that it has control over (in the case of persons other than carriers which are issuing non-negotiable bills of lading) and holds the documents evidencing ownership of the subject Inventory or other property for the benefit of such Collateral Agents and agrees, upon notice from such Collateral Agent to hold and dispose of the subject Inventory and other property solely as directed by the such Collateral Agent.

" Fronting Fee " shall have the meaning assigned to such term in Section 2.05(d) .

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

" GAAP " shall mean generally accepted accounting principles in the United States applied on a consistent basis.

" Governmental Authority " shall mean the government of the United States of America or any other nation, or of any political subdivision thereof, whether state, provincial, territorial 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).

" Governmental Real Property Disclosure Requirements " shall mean any Requirement of Law of any Governmental Authority requiring notification of the buyer, lessee, mortgagee, assignee or other transferee of any Real Property, facility, establishment or business, or notification, registration or filing to or with any Governmental Authority, in connection with the sale, lease, mortgage, assignment or other transfer (including any transfer of control) of any Real Property,

facility, establishment or business, of the actual or threatened presence or Release in or into the Environment, or the use, disposal or handling of Hazardous Material on, at, under or near the Real Property, facility, establishment or business to be sold, leased, mortgaged, assigned or transferred.

" Guaranteed Obligations " shall have the meaning assigned to such term in Section 7.01 .

" Guarantees " shall mean the guarantees issued pursuant to Article VII by Holdings and the Subsidiary Guarantors.

" Guarantors " shall mean Holdings, each Borrowing Base Guarantor and the Subsidiary Guarantors.

" Hazardous Materials " shall mean the following: hazardous substances; hazardous wastes; polychlorinated biphenyls (" PCBs ") or any substance or compound containing PCBs; asbestos or any asbestos-containing materials in any form or condition; radon or any other radioactive materials including any source, special nuclear or by-product material; petroleum, crude oil or any fraction thereof; and any other pollutant or contaminant or chemicals, wastes, materials, compounds, constituents or substances, subject to regulation or which can give rise to liability under any Environmental Laws.

" Hedging Agreement " shall mean any swap, cap, collar, forward purchase or similar agreements or arrangements dealing with interest rates, currency exchange rates or commodity prices, either generally or under specific contingencies entered into for the purpose of hedging any Borrower's exposure to interest or exchange rates, loan credit exchange, security or currency valuations or commodity prices not for speculative purposes.

" Hedging Obligations " shall mean obligations under or with respect to Hedging Agreements.

" Holdings " shall have the meaning assigned to such term in the preamble hereto.

" Incorporated Borrowing Base " shall mean at any time, for each US Borrowing Base Guarantor, subject to adjustment as provided in Section 2.20 , an amount equal to the lesser of:

(a) the sum of, without duplication:

(i) the book value of Eligible Accounts of such US Borrowing Base Guarantor multiplied by the advance rate of 85%, plus

(ii) (A) at any time other than during a Seasonal Advance Period, the lesser of (x) the advance rate of 70% of the Cost of Eligible Inventory of US Borrowing Base Guarantors, and (y) the advance rate of 85% of the Net Recovery Cost Percentage multiplied by the Cost of Eligible Inventory of US Borrowing Base Guarantors and (B) during a Seasonal Advance Period, the lesser of (x) the advance rate of 80% of the Cost of Eligible Inventory of US Borrowing Base Guarantors, and (y) the advance rate of 90% of the Net Recovery Cost Percentage multiplied by the Cost of Eligible Inventory of US Borrowing Base Guarantors, or

(b) with respect to the US Borrowing Base Guarantors, the applicable Borrowing Base Guarantor Intercompany Loan Amount.

" Increase Effective Date " shall have the meaning assigned to such term in Section 2.19(a) .

" Increase Joinder " shall have the meaning assigned to such term in Section 2.19(c) .

" Indebtedness " of any person shall mean, without duplication, (a) all obligations of such person for borrowed money or advances; (b) all obligations of such person evidenced by bonds, debentures, notes or similar instruments; (c) all obligations of such person under conditional sale or other title retention agreements relating to property purchased by such person; (d) all

obligations of such person issued or assumed as the deferred purchase price of property or services (excluding trade accounts payable and accrued obligations incurred in the ordinary course of business on normal trade terms and not overdue by more than 90 days); (e) all Indebtedness of others secured by any Lien on property owned or acquired by such person, whether or not the obligations secured thereby have been assumed, but limited to the fair market value of such property; (f) all Capital Lease Obligations, Purchase Money Obligations and synthetic lease obligations of such person; (g) all Hedging Obligations to the extent required to be reflected on a balance sheet of such person; (h) all obligations of such person for the reimbursement of any obligor in respect of Standby Letters of Credit, letters of guaranty, bankers' acceptances and similar credit transactions; and (i) all Contingent Obligations of such person in respect of Indebtedness or obligations of others of the kinds referred to in clauses (a) through (h) above. The Indebtedness of any person shall include the Indebtedness of any other entity (including any partnership in which such person is a general partner) to the extent such person is liable therefor as a result of such person's ownership interest in or other relationship with such entity, except (other than in the case of general partner liability) to the extent that terms of such Indebtedness expressly provide that such person is not liable therefor.

" Indemnified Taxes " shall mean all Taxes other than Excluded Taxes.

" Indemnitee " shall have the meaning assigned to such term in Section 11.03(b) .

" Information " shall have the meaning assigned to such term in Section 11.12 .

" Insolvency Laws " shall mean any of the BIA, the Companies' Creditors Arrangement Act (Canada), and the Winding-Up and Restructuring Act (Canada), each as now exists or may from time to time hereafter be amended, modified, recodified, supplemented or replaced, together with all rules, regulations and interpretations thereunder or related thereto, and any other applicable insolvency or other similar law of any jurisdiction, including any law of any jurisdiction permitting a debtor to obtain a stay or a compromise of the claims of its creditors against it.

" Instruments " shall mean all "instruments," as such term is defined in the UCC as in effect on the date hereof in the State of New York or as defined in the PPSA, as applicable, in which any Person now or hereafter has rights.

" Insurance Policies " shall mean the insurance policies and coverages required to be maintained by each Loan Party which is an owner of Mortgaged Property with respect to the applicable Mortgaged Property pursuant to Section 5.04 and all renewals and extensions thereof.

" Insurance Requirements " shall mean, collectively, all provisions of the Insurance Policies, all requirements of the issuer of any of the Insurance Policies and all orders, rules, regulations and any other requirements of the National Board of Fire Underwriters (or any other body exercising similar functions) binding upon each Loan Party which is an owner of Mortgaged Property and applicable to the Mortgaged Property or any use or condition thereof.

" Intellectual Property " shall have the meaning assigned to such term in Section 3.06(a) .

" Intercompany Note " shall mean a promissory note substantially in the form of Exhibit P .

" Intercreditor Agreement " shall mean that certain Intercreditor Agreement dated as of the date hereof by and among Holdings, US Borrowers, Canadian Borrower, the Subsidiary Guarantors party thereto, US Administrative Agent, US Collateral Agents, Canadian Collateral Agents and Senior Note Collateral Agent, as the same may be amended, restated, supplemented or otherwise modified from time to time.

" Interest Election Request " shall mean a request by a Borrower to convert or continue a Revolving Borrowing in accordance with Section 2.08(b) , substantially in the form of Exhibit E .

" Interest Payment Date " shall mean (a) with respect to any ABR Loan or Canadian Prime Rate Loan, the last Business Day of each March, June, September and December to occur during any period in which such Loan is outstanding, (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar Loan with an Interest Period of more than three months' duration, each day prior to the last day of such Interest Period that occurs at intervals of three months' duration after the first day of such Interest Period, (c) with respect to any Swingline Loan, the last Business Day of each month to occur during any period in which such Swingline Loan is outstanding and (d) with respect to any Revolving Loan or Swingline Loan, the Revolving Maturity Date or such earlier date on which the Revolving Commitments are terminated.

" Interest Period " shall mean, with respect to any Eurodollar Borrowing or Bankers' Acceptance, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six months (or, if each affected Lender so agrees, nine or twelve months) thereafter as the applicable Borrower may elect; provided that with respect to any Eurodollar Borrowing (a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, and (b) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion, rollover or continuation of such Borrowing.

" Inventory " shall mean all "inventory," as such term is defined in the UCC as in effect on the date hereof in the State of New York, or as defined in the PPSA, as applicable, wherever located, in which any Person now or hereafter has rights.

" Inventory Appraisal " shall mean (a) on the Closing Date, the audit prepared by the Great American Appraisal & Valuation Services, L.L.C. dated December, 2005 and (b) thereafter, the most recent inventory appraisal conducted by an independent appraisal firm and delivered pursuant to Section 9 hereof.

" Investments " shall have the meaning assigned to such term in Section 6.04 .

" Issuing Bank " shall mean, as the context may require, (a) UBS AG, Stamford Branch, in its capacity as issuer of Letters of Credit issued by it; (b) Wachovia Bank, National Association in its capacity as issuer of Letters of Credit issued by it; (c) The Bank of New York in its capacity as issuer of Letters of Credit issued by it; (d) National City Bank in its capacity as issuer of Letters of Credit issued by it; (e) any other Lender that may become an Issuing Bank pursuant to Sections 2.18(j) and (k) in its capacity as issuer of Letters of Credit issued by such Lender; or (f) collectively, all of the foregoing.

" ITA " means the Income Tax Act, RSC 1985, c.1 (5 ^th supp), as amended from time to time.

" Joinder Agreement " shall mean a joinder agreement substantially in the form of Exhibit F .

" Landlord Access Agreement " shall mean a Landlord Access Agreement, substantially in the form of Exhibit G , or such other form as may reasonably be acceptable to the applicable Administrative Agent.

" LC Acceptance(s) " shall mean acceptances that are created by an Issuing Bank pursuant to Commercial Letters of Credit.

" LC Collateral Account " shall mean a collateral account in the form of a deposit account established and maintained by the applicable Collateral Agents for the benefit of the Secured Parties, in accordance with the provisions of Section 9.01 .

" LC Commitment " shall mean the commitment of the Issuing Bank to issue Letters of Credit pursuant to Section 2.18 . The total amount of the LC Commitment shall initially be $400 million, but in no event exceed the Revolving Commitment.

" LC Disbursement " shall mean a payment or disbursement made by the Issuing Bank pursuant to a Letter of Credit or a LC Acceptance.

" LC Exposure " shall mean at any time the sum of (a) the Dollar Equivalent of the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the Dollar Equivalent of the aggregate principal amount of all Reimbursement Obligations outstanding at such time, plus , (c) the Dollar Equivalent of the aggregate amount owing on all outstanding LC Acceptances. The LC Exposure of any Revolving Lender at any time shall mean its Pro Rata Percentage of the aggregate LC Exposure at such time.

" LC Obligations " shall mean each payment required to be made by US Borrowers and the other Loan Parties under this Agreement in respect of any Letter of Credit or LC Acceptance, when and as due, including payments in respect of Reimbursement Obligations, interest thereon and obligations to provide cash collateral.

" LC Participation Fee " shall have the meaning assigned to such term in Section 2.05(d) .

" LC Request " shall mean a request by a Borrower in accordance with the terms of Section 2.18(b) and substantially in the form of Exhibit H , or such other form as shall be approved by the Administrative Agents.

" Leases " shall mean any and all leases, subleases, tenancies, options, concession agreements, rental agreements, occupancy agreements, franchise agreements, access agreements and any other agreements (including all amendments, extensions, replacements, renewals, modifications and/or guarantees thereof), whether or not of record and whether now in existence or hereafter entered into, affecting the use or occupancy of all or any material portion of any Real Property.

" Lender Addendum " shall mean with respect to any Lender on the Closing Date, a lender addendum in the form of Exhibit I , to be executed and delivered by such Lender on the Closing Date as provided in Section 11.15 , as the same may be amended, restated, supplemented or otherwise modified from time to time.

" Lender Hedging Agreement " shall mean any Hedging Agreement between a Borrower and any Person (or affiliate of such Person) that was a Lender or an Affiliate of such lender at the time it entered into such Hedging Agreement whether or not such Person has ceased to be a Lender under this Agreement.

" Lenders " shall mean (a) the financial institutions that have become a party hereto pursuant to a Lender Addendum and (b) any financial institution that has become a party hereto pursuant to an Assignment and Assumption, other than, in each case, any such financial institution that has ceased to be a party hereto pursuant to an Assignment and Assumption. Unless the context clearly indicates otherwise, the term "Lenders" shall include the Swingline Lenders and the Canadian Revolving Lenders.

" Letter of Credit " shall mean any (i) Standby Letter of Credit, (ii) Commercial Letter of Credit, in each case, issued or to be issued by an Issuing Bank for the account of the US Borrowers or the Canadian Borrower pursuant to Section 2.18 and (iii) the Existing Issuing Bank Letters of Credit.

" Letter of Credit Expiration Date " shall mean the date which is five (5) days prior to the Revolving Maturity Date.

" LIBOR Rate " shall mean, with respect to any Eurodollar Borrowing for any Interest Period, the rate per annum determined by the applicable Administrative Agent to be the arithmetic mean (rounded upward, if necessary, to the nearest 1/100th of 1%) of the offered rates for deposits in dollars with a term comparable to such Interest Period that appears on the Telerate British Bankers Assoc. Interest Settlement Rates Page (as defined below) at approximately 11:00 a.m., London, England time, on the second full Business Day preceding the first day of such Interest Period; provided, however , that (i) if no comparable term for an Interest Period is available, the LIBOR Rate shall be determined using the weighted average of the offered rates for the two terms most nearly corresponding to such Interest Period and (ii) if there shall at any time no longer exist a Telerate British Bankers Assoc. Interest Settlement Rates Page, "LIBOR Rate" shall mean, with respect to each day during each Interest Period pertaining to Eurodollar Borrowings comprising part of the same Borrowing, the rate per annum equal to the rate at which the applicable Administrative Agent is offered deposits in dollars at approximately 11:00 a.m., London, England time, two Business Days prior to the first day of such Interest Period in the London interbank market for delivery on the first day of such Interest Period for the number of days comprised therein and in an amount comparable to its portion of the amount of such Eurodollar Borrowing to be outstanding during such Interest Period. " Telerate British Bankers Assoc. Interest Settlement Rates Page " shall mean the display designated as Page 3750 (or other appropriate page if dollars do not appear on such page) on the Telerate System Incorporated Service (or such other page as may replace such page on such service for the purpose of displaying the rates at which dollar deposits are offered by leading banks in the London interbank deposit market).

" Lien " shall mean, with respect to any property, (a) any mortgage, deed of trust, lien, pledge, encumbrance, claim, charge, assignment, hypothecation, security interest or encumbrance of any kind or any arrangement to provide priority or preference or any filing of any financing statement or financing change statement under the UCC or the PPSA or any other similar notice of lien under any similar notice or recording statute of any Governmental Authority, including any easement, right-of-way or other encumbrance on title to Real Property, in each of the foregoing cases whether voluntary or imposed by law, and any agreement to give any of the foregoing; (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such property; and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

" Line Reserve " shall have the meaning assigned to such term in Section 2.10(f)(ii) .

" LNT " shall have the meaning assigned to such term in the preamble.

" LNT Center " shall have the meaning assigned to such term in the preamble.

" LNT Partnership " means Linens 'n Things Canada Limited Partnership, an Alberta limited partnership.

" LNT I " means Linens 'n Things Investment Canada I Company, a Nova Scotia unlimited liability company.

" LNT II " means Linens 'n Things Investment Canada II Company, a Nova Scotia unlimited liability company.

" Loan Documents " shall mean this Agreement, any Borrowing Base Certificate, the Letters of Credit, the Notes (if any), the Intercreditor Agreement, and the Security Documents.

" Loan Parties " shall mean Holdings, Borrowers and the Subsidiary Guarantors.

" Loans " shall mean, as the context may require, a US Revolving Loan, a Canadian Revolving Loan or a Swingline Loan (and shall include any Loans contemplated by Section 2.19 ).

" Management Services Agreement " means that certain Management Services Agreement dated as of February 14, 2006 among LNT, Holdings, Apollo Management V, L.P., NRDC Linens B LLC and Silver Point Capital Fund Investments LLC.

" Margin Stock " shall have the meaning assigned to such term in Regulation U.

" Material Adverse Effect " shall mean (a) a material adverse effect on the business, property, results of operations, prospects or condition, financial or otherwise, or material agreements of US Borrowers and their Subsidiaries, taken as a whole; (b) material impairment of the ability of the Loan Parties to fully and timely perform their obligations under the Loan Documents; (c) material impairment of the rights of or benefits or remedies available to the Lenders or the Collateral Agents under any Loan Document; or (d) a material adverse effect on the Collateral or the Liens in favor of the Collateral Agents (for their benefit and for the benefit of the other Secured Parties) on the Collateral or the priority of such Liens.

" Material Indebtedness " shall mean (a) the Senior Note Documents and (b) any other Indebtedness (other than the Loans and Letters of Credit) or Hedging Obligations of Holdings or any of its Subsidiaries in an aggregate outstanding principal amount exceeding $30 million. For purposes of determining Material Indebtedness, the "principal amount" in respect of any Hedging Obligations of any Loan Party at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that such Loan Party would be required to pay if the related Hedging Agreement were terminated at such time.

" Maximum Rate " shall have the meaning assigned to such term in Section 11.14 .

" Merger " shall have the meaning assigned to such term in the second recital hereto.

" Mortgage " shall mean an agreement, including, but not limited to, a mortgage, deed of trust or any other document, creating and evidencing a Lien on a Mortgaged Property, which shall be substantially in a form reasonably satisfactory to the applicable Collateral Agents, in each case, with such schedules and including such provisions as shall be reasonably necessary to conform such document to applicable local or foreign law or as shall be customary under applicable local or foreign law.

" Mortgaged Property " shall mean (a) each Real Property identified as a Mortgaged Property on Schedule 8(a) to the Perfection Certificate dated the Closing Date and (b) each Real Property, if any, which shall be subject to a Mortgage delivered after the Closing Date pursuant to Section 5.11(c) .

" Multiemployer Plan " shall mean a multiemployer plan within the meaning of Section 4001(a)(3) or Section 3(37) of ERISA (a) to which any Company is then making or accruing an obligation to make contributions; (b) to which any Company has within the preceding five plan years made contributions; or (c) with respect to which any Company could incur liability.

" Net Cash Proceeds " shall mean:

(a) with respect to any Asset Sale (other than any issuance or sale of Equity Interests), the cash proceeds received by Holdings or any of its Subsidiaries (including cash proceeds subsequently received (as and when received by Holdings or any of its Subsidiaries) in respect of non-cash consideration initially received) net of (i) selling expenses (including reasonable brokers' fees or commissions, legal, accounting and other professional and transactional fees, transfer and similar taxes and Borrowers' good faith estimate of income taxes paid or payable in connection with such sale); (ii) amounts reasonably estimated by Holdings or any of its

Subsidiaries as a reserve, in accordance with GAAP, against (x) any liabilities under any indemnification obligations associated with such Asset Sale or (y) any other liabilities retained by Holdings or any of its Subsidiaries associated with the properties sold in such Asset Sale ( provided that, to the extent and at the time any such amounts are released from such reserve, such amounts shall constitute Net Cash Proceeds); (iii) Borrowers' good faith estimate of payments required to be made with respect to unassumed liabilities relating to the properties sold within 90 days of such Asset Sale ( provided that, to the extent such cash proceeds are not used to make payments in respect of such unassumed liabilities within 90 days of such Asset Sale, such cash proceeds shall constitute Net Cash Proceeds); and (iv) the principal amount, premium or penalty, if any, interest and other amounts on any Indebtedness for borrowed money (other than Obligations) which is secured by a Lien on the properties sold in such Asset Sale (so long as such Lien was permitted to encumber such properties under the Loan Documents at the time of such sale) and which is repaid with such proceeds (other than any such Indebtedness assumed by the purchaser of such properties);

(b) with respect to any Debt Issuance, any Equity Issuance or any other issuance or sale of Equity Interests by Holdings or any of its Subsidiaries, the cash proceeds thereof, net of customary fees, commissions, costs and other expenses incurred in connection therewith; and

(c) with respect to any Casualty Event, the cash insurance proceeds, condemnation awards and other compensation received in respect thereof, net of all reasonable costs and expenses incurred in connection with the collection of such proceeds, awards or other compensation in respect of such Casualty Event.

" Net Income " means, with respect to any specified person, the net income (loss) of such person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends, excluding for the purposes of the calculation of the Consolidated Fixed Charge Coverage Ratio only, however:

(i) any gain (but not loss), together with any related provision for taxes on such gain (but not loss), realized in connection with: (a) any Asset Sale; or (b) the disposition of any securities by such person or any of its Subsidiaries or the extinguishment of any Indebtedness of such person or any of its Subsidiaries; and

(ii) any extraordinary gain (but not loss), together with any related provision for taxes on such extraordinary gain (but not loss).

" Net Recovery Cost Percentage " shall mean the fraction, expressed as a percentage, (a) the numerator of which is the amount equal to the recovery on the aggregate amount of the Inventory or Canadian Inventory, as applicable, at such time on a "net orderly liquidation value" basis as set forth in the most recent Inventory Appraisal received by Collateral Agents in accordance with Section 4.01 or Section 9 , net of operating expenses, liquidation expenses and commissions reasonably anticipated in the disposition of such assets, and (b) the denominator of which is the original Cost of the aggregate amount of the Inventory or the Canadian Inventory, as applicable, subject to appraisal.

" Non-BA Lender " shall mean a Canadian Revolving Lender that cannot or does not, as a matter of policy, accept Bankers' Acceptances.

" Non-Guarantor Subsidiary " shall mean each Subsidiary that is not a Subsidiary Guarantor.

" Notes " shall mean any notes evidencing the Revolving Loans or Swingline Loans issued pursuant to this Agreement, if any, substantially in the form of Exhibit K-1 , K-2 , K-3 or K-4 .

" Obligations " shall mean (a) obligations of Borrowers and the other Loan Parties from time to time arising under or in respect of the due and punctual payment of (i) the principal of and

premium, if any, and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) each payment required to be made by Borrowers and the other Loan Parties under this Agreement in respect of any Letter of Credit or LC Acceptance, when and as due, including payments in respect of Reimbursement Obligations, interest thereon and obligations to provide cash collateral and (iii) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of Borrowers and the other Loan Parties under this Agreement and the other Loan Documents, (b) the due and punctual performance of all covenants, agreements, obligations and liabilities of Borrowers and the other Loan Parties under or pursuant to this Agreement and the other Loan Documents, (c) the due and punctual payment and performance of all obligations of the Borrowers and any and all of the other Loan Parties under each Lender Hedging Agreement and (d) the due and punctual payment and performance of all obligations in respect of overdrafts and related liabilities owed to any Lender, any Affiliate of a Lender, the Administrative Agents or the Collateral Agents arising from treasury, depositary and cash management services or in connection with any automated clearinghouse transfer of funds.

" OFAC " shall have the meaning assigned to such term in Section 3.22 .

" Officers' Certificate " shall mean a certificate executed by the chairman of the Board of Directors (if an officer), the chief executive officer, the president or one of the Financial Officers, each in his or her official (and not individual) capacity.

" Organizational Documents " shall mean, with respect to any person, (i) in the case of any corporation, the certificate of incorporation and by-laws (or similar documents) of such person, (ii) in the case of any limited liability company, the certificate of formation and operating agreement (or similar documents) of such person, (iii) in the case of any limited partnership, the certificate of formation and limited partnership agreement (or similar documents) of such person, (iv) in the case of any general partnership, the partnership agreement (or similar document) of such person, (v) with respect to any Foreign Subsidiary, the equivalent of the foregoing in its jurisdiction of incorporation or organization, and (vi) in any other case, the functional equivalent of the foregoing.

" 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.

" Participant " shall have the meaning assigned to such term in Section 11.04(d) .

" PBGC " shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA.

" Perfection Certificate " shall mean a certificate in the form of Exhibit L-1 or any other form approved by the Collateral Agents, as the same shall be supplemented from time to time by a Perfection Certificate Supplement or otherwise.

" Perfection Certificate Supplement " shall mean a certificate supplement in the form of Exhibit L-2 or any other form approved by the Collateral Agents.

" Permitted Acquisition " shall mean any transaction or series of related transactions for the direct or indirect (a) acquisition of all or substantially all of the property of any person, or of any

line of business or division of any person; (b) acquisition of in excess of 50% of the Equity Interests of any person, and otherwise causing such person to become a Subsidiary of such person; or (c) merger, amalgamation or consolidation or any other combination with any person, if each of the following conditions is met:

(i) no Default then exists or would result therefrom;

(ii) after giving effect to such transaction on a Pro Forma Basis, (A) Average Excess Availability determined as of the date five (5) Business Days prior to the Closing Date of such acquisition would have exceeded $150 million (after giving effect to such acquisition and the Revolving Loans to be funded in connection therewith as if made on the first day of such period), and (B) the projections in connection with the proposed acquisition for the 2 years after the consummation of such acquisition shall be reasonably acceptable to the Collateral Agents and Administrative Agents;

(iii) no Company shall, in connection with any such transaction, assume or remain liable with respect to any Indebtedness or other liability (including any material tax or ERISA liability) of the related seller or the business, person or properties acquired, except (A) to the extent permitted under Section 6.01 and (B) obligations not constituting Indebtedness incurred in the ordinary course of business and necessary or desirable to the continued operation of the underlying properties, and any other such liabilities or obligations not permitted to be assumed or otherwise supported by any Company hereunder shall be paid in full or released as to the business, persons or properties being so acquired on or before the consummation of such acquisition;

(iv) the person or business to be acquired shall be, or shall be engaged in, a business of the type that US Borrowers and their Subsidiaries are permitted to be engaged in under Section 6.15 and the property acquired in connection with any such transaction shall be made subject to the Lien of the Security Documents and shall be free and clear of any Liens, other than Permitted Liens;

(v) the Board of Directors of the person to be acquired shall not have indicated publicly its opposition to the consummation of such acquisition (which opposition has not been publicly withdrawn);

(vi) all transactions in connection therewith shall be consummated in accordance with all applicable Requirements of Law;

(vii) with respect to any transaction involving Acquisition Consideration of more than $100 million, unless the Administrative Agent shall otherwise agree, Borrowers shall have provided the Administrative Agents and the Lenders with (A) historical financial statements for the last three fiscal years (or, if less, the number of years since formation) of the person or business to be acquired (audited if available without undue cost or delay) and unaudited financial statements thereof for the most recent interim period which are available, (B) reasonably detailed projections for the succeeding five years pertaining to the person or business to be acquired and updated projections for Borrower after giving effect to such transaction, (C) a reasonably detailed description of all material information relating thereto and copies of all material documentation pertaining to such transaction, and (D) all such other information and data relating to such transaction or the person or business to be acquired as may be reasonably requested by the Administrative Agents or the Required Lenders;

(ix) the Property acquired in connection with any such acquisition shall be made subject to the Lien of the Security Documents on terms reasonably satisfactory to the Agents, and shall be free and clear of any Liens, other than Permitted Liens, and the Agents shall have received all opinions, certificates, lien search results and other documents reasonably requested by the Agents;

(x) at least 10 Business Days prior to the proposed date of consummation of the transaction, Borrowers shall have delivered to the Agents and the Lenders an Officers' Certificate certifying that (A) such transaction complies with this definition (which shall have attached thereto reasonably detailed backup data and calculations showing such compliance), and (B) such transaction could not reasonably be expected to result in a Material Adverse Effect; and

(xi) the Acquisition Consideration (exclusive of any amounts financed by Excluded Issuances) for such acquisition shall not exceed $300 million, and the aggregate amount of the Acquisition Consideration (exclusive of any amounts financed by Excluded Issuances) for all Permitted Acquisitions since the Closing Date shall not exceed $500 million; provided that any Equity Interests constituting all or a portion of such Acquisition Consideration shall not have a cash dividend requirement on or prior to the Final Maturity Date.

" Permitted Discretion " shall mean a determination made in good faith and in the exercise of reasonable (from the perspective of a secured asset based lender) business judgment.

" Permitted Holders " shall mean (a) Sponsor, (b) its Controlled Investment Affiliates, (c) Silver Point Capital, L.P. and National Realty & Development Corp. and (d) each such person's Related Parties.

" Permitted Liens " shall have the meaning assigned to such term in Section 6.02 .

" Permitted Tax Distributions " shall mean payments, dividends or distributions by US Borrowers and any US Subsidiaries to Holdings in order to pay consolidated or combined federal, state or local taxes, including estimated taxes, not payable directly by US Borrowers or any of their Subsidiaries which payments by US Borrowers and their US Subsidiaries are not in excess of the tax liabilities that would have been payable by US Borrowers and their Subsidiaries on a stand-alone basis.

" person " shall mean any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

" Plan " shall mean any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA which is maintained or contributed to by any Company or with respect to which any Company could incur liability (including under Section 4069 of ERISA) other than plans of ERISA Affiliates.

" Post-Increase Revolving Lenders " shall have the meaning assigned to such term in Section 2.19(d) .

" PPSA " shall mean the Personal Property Security Act (Ontario) and the Regulations thereunder, as from time to time in effect, provided, however, if attachment, perfection or priority of any Agent's security interest in any Collateral is governed by the personal property security laws of any jurisdiction other than Ontario, PPSA shall mean those personal property security laws in such other jurisdiction of Canada for the purposes of the provisions hereof relating to such attachment, perfection or priority and for the definitions related to such provisions.

" Pre-Increase Revolving Lenders " shall have the meaning assigned to such term in Section 2.19(d) .

" Preferred Stock " shall mean, with respect to any person, any and all preferred or preference Equity Interests (however designated) of such person whether now outstanding or issued after the Closing Date.

" Preferred Stock Issuance " shall mean the issuance or sale by Holdings or any of its Subsidiaries of any Preferred Stock after the Closing Date (other than any Excluded Issuance).

" Premises " shall have the meaning assigned thereto in the applicable Mortgage.

" Priority Payables " shall mean, at any time, the full amount of the liabilities at such time which have a trust imposed to provide for payment or security interest, lien or charge ranking or capable of ranking senior to or pari passu with security interests, hypothecs, liens or charges securing the Obligations on any of the Collateral under federal, provincial, state, county, municipal, or local law including, but not limited, to claims for unremitted and accelerated rents, taxes, wages, workers' compensation obligations, vacation pay, government royalties or pension fund obligations, together with the aggregate value, determined in accordance with GAAP, of all Eligible Canadian Inventory which applicable Collateral Agents consider may be or may become subject to a right of a supplier to recover possession thereof under any federal or provincial or territorial law, where such supplier's right may have priority over the security interests, liens or charges securing the Obligations including, without limitation, Eligible Canadian Inventory subject to a right of a supplier to repossess goods pursuant to Section 81.1 of the BIA.

" Private Label Credit Card " shall mean a credit card that bears either Borrower's trademark and/or logo and is issued by a third party which takes the credit risk as to customers and makes payments to the Borrowers or Guarantors in a manner similar to other major credit card issuers.

" Pro Forma Basis " shall mean on a basis in accordance with GAAP and Regulation S-X and otherwise reasonably satisfactory to the Administrative Agent.

" Pro Rata Percentage " of any Revolving Lender at any time shall mean the percentage of the total Revolving Commitments of all Revolving Lenders represented by such Lender's Revolving Commitment, and with respect to any Canadian Revolving Lender at any time, the percentage of the total Canadian Revolving Commitments of all Canadian Revolving Lenders represented by such Canadian Revolving Lender's Canadian Revolving Commitment.

" property " shall mean any right, title or interest in or to property or assets of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible and including Equity Interests or other ownership interests of any person and whether now in existence or owned or hereafter entered into or acquired, including all Real Property.

" Property Material Adverse Effect " shall have the meaning assigned thereto in the Mortgage.

" Purchase Money Obligation " shall mean, for any person, the obligations of such person in respect of Indebtedness (including Capital Lease Obligations) incurred for the purpose of financing all or any part of the purchase price of any property (including Equity Interests of any person) or the cost of installation, construction or improvement of any property and any refinancing thereof; provided, however , that (i) such Indebtedness is incurred within one year after such acquisition of such property by such person and (ii) the amount of such Indebtedness does not exceed 100% of the cost of such acquisition, installation, construction or improvement, as the case may be.

" Qualified Capital Stock " of any person shall mean any Equity Interests of such person that are not Disqualified Capital Stock.

" Real Property " shall mean, collectively, all right, title and interest (including any leasehold, mineral or other estate) in and to any and all parcels of or interests in real property owned, leased or operated by any person, whether by lease, license or other means, together with, in each case, all easements, hereditaments and appurtenances relating thereto, all improvements and appurtenant fixtures.

" Refinancing " shall mean the repayment in full and the termination of any commitment to make extensions of credit under all of the outstanding indebtedness of Holdings or any of its Subsidiaries listed on Schedule 1.01(a) .

" Register " shall have the meaning assigned to such term in Section 11.04(c) .

" Regulation D " shall mean Regulation D of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

" Regulation S-X " shall mean Regulation S-X promulgated under the Securities Act.

" Regulation T " shall mean Regulation T of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

" Regulation U " shall mean Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

" Regulation X " shall mean Regulation X of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

" Reimbursement Obligations " shall mean Borrowers' obligations under Section 2.18(e) to reimburse LC Disbursements.

" 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.

" Release " shall mean any spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, depositing, dispersing, emanating or migrating of any Hazardous Material in, into, onto or through the Environment.

" Required Lenders " shall mean Lenders having more than 50% of the sum of all Loans outstanding, LC Exposure and unused Revolving Commitments.

" Requirements of Law " shall mean, collectively, any and all requirements of any Governmental Authority including any and all laws, judgments, orders, decrees, ordinances, rules, regulations, statutes or case law.

" Reserves " shall mean reserves established against the Borrowing Base or Canadian Borrowing Base that the Collateral Agents may, in their Permitted Discretion, establish from time to time.

" Response " shall mean (a) "response" as such term is defined in CERCLA, 42 U.S.C. § 9601(24), and (b) all other actions required by any Governmental Authority or voluntarily undertaken to (i) clean up, remove, treat, abate or in any other way address any Hazardous Material in the Environment; (ii) prevent the Release or threat of Release, or minimize the further Release, of any Hazardous Material; or (iii) perform studies and investigations in connection with, or as a precondition to, or to determine the necessity of the activities described in, clause (i) or (ii) above.

" Responsible Officer " of any person shall mean any executive officer or Financial Officer of such person and any other officer or similar official thereof with responsibility for the administration of the obligations of such person in respect of this Agreement.

" Reuters Screen CDOR Page " shall mean the display designated as page CDOR on the Reuters Monitor Money Rates Service or such other page as may, from time to time, replace that page on that service for the purpose of displaying bid quotations for bankers' acceptances accepted by leading Canadian banks.

" Revolving Availability Period " shall mean the period from and including the Closing Date to but excluding the earlier of (i) the Business Day preceding the Revolving Maturity Date and (ii) the date of termination of the Revolving Commitments.

" Revolving Borrowing " shall mean a Borrowing comprised of Revolving Loans.

" Revolving Commitment " shall mean, with respect to each Lender, the commitment, if any, of such Lender to make Revolving Loans hereunder up to the amount set forth on Schedule I to the Lender Addendum executed and delivered by such Lender or by an Increase Joinder delivered pursuant to Section 2.19 , or in the Assignment and Assumption pursuant to which such Lender assumed its Revolving Commitment, as applicable, as the same may be (a) reduced from time to time pursuant to Section 2.07 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 11.04 . The portion of the Revolving Commitments, if any, which may be utilized for Canadian Revolving Loans shall constitute the Canadian Revolving Commitment, which shall be treated as a sub-facility of the Revolving Commitment and the total Revolving Loans and LC Exposure shall not exceed the total Revolving Commitments. The aggregate amount of the Lenders' Revolving Commitments on the Closing Date is $600 million.

" Revolving Exposure " shall mean, with respect to any Lender at any time, the Dollar Equivalent of the aggregate principal amount at such time of all outstanding Revolving Loans of such Lender, plus the Dollar Equivalent of the aggregate amount at such time of such Lender's LC Exposure, plus the Dollar Equivalent of the aggregate amount at such time of such Lender's Swingline Exposure.

" Revolving Lender " shall mean a Lender with a Revolving Commitment and, with respect to any Canadian Revolving Commitment, shall include the respective Canadian Revolving Lender; it being understood that each Revolving Lender that is not a Canadian Revolving Lender shall have an affiliated Canadian Revolving Lender that will provide the Canadian Revolving Loans and become a signatory hereto.

" Revolving Loan " shall mean a Loan made by any of the Lenders to any Borrower pursuant to Section 2.01(a) or (b) . Each Revolving Loan shall either be an ABR Revolving Loan, Eurodollar Revolving Loan, Canadian Prime Rate Loan or Bankers' Acceptance.

" Revolving Maturity Date " shall mean the date which is five (5) years after the Closing Date or, if such date is not a Business Day, the first Business Day thereafter.

" Sale and Leaseback Transaction " means any arrangement, directly or indirectly, with any person whereby any person shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property which it intends to use for substantially the same purpose or purposes as the property being sold or transferred.

" Sarbanes-Oxley Act " shall mean the United States Sarbanes-Oxley Act of 2002, as amended, and all rules and regulations promulgated thereunder.

" Schedule I Lender " means any Lender named on Schedule I to the Bank Act (Canada).

" Seasonal Advance Period " shall mean the period from and including September 1 of each year to and including December 31 of the same year.

" Secured Obligations " shall mean (a) the Obligations, (b) the due and punctual payment and performance of all obligations of Borrowers and the other Loan Parties under each Hedging Agreement entered into with any counterparty that is a Secured Party and (c) the due and punctual payment and performance of all obligations in respect of overdrafts and related liabilities

owed to any Lender, any Affiliate of a Lender, the Administrative Agents or the Collateral Agents arising from treasury, depositary and cash management services or in connection with any automated clearinghouse transfer of funds.

" Secured Parties " shall mean, collectively, the Administrative Agents, the Collateral Agents, the Lenders, the Issuing Banks and each party to a Lender Hedging Agreement if at the date of entering into such Lender Hedging Agreement such person executes and delivers to the Administrative Agents a letter agreement in form and substance acceptable to the Administrative Agents pursuant to which such person (i) appoints the applicable Collateral Agents as its agent under the applicable Loan Documents and (ii) agrees to be bound by the provisions of Section 10.03 , Section 10.09 and the Security Agreements.

" Securities Act " shall mean the Securities Act of 1933.

" Securities Collateral " shall have the meaning assigned to such term in the Security Agreements.

" Security Agreement Collateral " shall mean all property pledged or granted as collateral pursuant to the Security Agreements delivered (a) on the Closing Date or (b) thereafter pursuant to Section 5.11 .

" Security Agreements " shall mean, collectively, (a) the US Security Agreement and (b) the Canadian Security Agreements, in each case, as the same may from time to time be modified, amended, extended or reaffirmed in accordance with the terms thereof.

" Security Documents " shall mean the Security Agreements, the Mortgages, the Canadian Pledge Agreements, the US Pledge Agreements, each Canadian Guaranty and each other security document or pledge agreement delivered in accordance with applicable local or foreign law to grant a valid, perfected security interest in any property as collateral for the Secured Obligations, and all UCC or PPSA or other financing statements or financing change statements or instruments of perfection required by this Agreement, the Security Agreements, any Mortgage or any other such security document or pledge agreement to be filed with respect to the security interests in property and fixtures created pursuant to the Security Agreements or any Mortgage and any other document or instrument utilized to pledge or grant or purport to pledge or grant a security interest or lien on any property as collateral for the Secured Obligations.

" Seller " shall have the meaning assigned to such term in the first recital hereto.

" Senior Note Agreement " shall mean that certain Indenture dated as of February 14, 2006 by US Borrowers in favor of Senior Note Collateral Agent pursuant to which the Senior Notes are issued as in effect on the date hereof and thereafter amended from time to time subject to the requirements of this Agreement.

" Senior Note Collateral " shall have the meaning assigned to such term in the Intercreditor Agreement.

" Senior Note Collateral Agent " means the Bank of New York, in its capacity as the collateral agent under the Senior Note Documents, together with any successors and assigns.

" Senior Note Documents " shall mean the Senior Notes, the Senior Note Agreement, the Senior Note Guarantees and all other documents executed and delivered with respect to the Senior Notes or the Senior Note Agreement.

" Senior Note Guarantees " shall mean the guarantees of Holdings and the Subsidiary Guarantors pursuant to the Senior Note Agreement.

" Senior Note Secured Parties " shall have the meaning assigned to such term in the Intercreditor Agreement.

" Senior Notes " shall mean US Borrowers' Senior Secured Floating Rate Notes due 2014 issued on February 14, 2006 and any registered notes issued by US Borrowers in exchange for, and as contemplated by, such notes with substantially identical terms as such notes.

" Specified Obligations " shall mean any obligation of any Loan Parties under the Loan Documents consisting of (i) the payment of principal of and interest on Loans and (ii) Reimbursement Obligations in respect of Letters of Credit.

" Sponsor " shall mean Apollo Management, L.P. and its Affiliates.

" Spot Selling Rate " shall mean the spot selling rate at which the US Administrative Agent offers to sell Canadian Dollars for dollars in the Toronto foreign exchange market at approximately 11:00 a.m. Toronto time on such date for delivery two (2) Business Days later.

" Standby Letter of Credit " shall mean any Letters of Credit other than Letters of Credit which are Commercial Letters of Credit.

" Stated Amount " means at any time the maximum amount for which a Letter of Credit may be honored.

" Statutory Reserves " shall mean (a) for any Interest Period for any Eurodollar Borrowing in dollars, the average maximum rate at which reserves (including any marginal, supplemental or emergency reserves) are required to be maintained during such Interest Period under Regulation D by member banks of the United States Federal Reserve System in New York City with deposits exceeding one billion dollars against "Eurocurrency liabilities" (as such term is used in Regulation D).

" Stores " shall mean any of the retail stores operated by LNT Center and its Subsidiaries.

" Subsidiary " shall mean, with respect to any person (the " parent ") at any date, (i) any person the accounts of which would be consolidated with those of the parent in the parent's consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, (ii) any other corporation, limited liability company, association or other business entity of which securities or other ownership interests representing more than 50% of the voting power of all Equity Interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Board of Directors thereof are, as of such date, owned, controlled or held by the parent and/or one or more subsidiaries of the parent, (iii) any partnership (a) the sole general partner or the managing general partner of which is the parent and/or one or more subsidiaries of the parent or (b) the only general partners of which are the parent and/or one or more subsidiaries of the parent and (iv) any other person that is otherwise Controlled by the parent and/or one or more subsidiaries of the parent. Unless the context requires otherwise, "Subsidiary" refers to a Subsidiary of Borrower.

" Subsidiary Guarantor " shall mean each Subsidiary listed on Schedule 1.01(b), and each other Subsidiary that is or becomes a party to this Agreement pursuant to Section 5.11 .

" Supermajority Lenders " shall mean at any time, Lenders having at least 66 ² / 3 % of the Revolving Commitment or, if the Revolving Commitments have been terminated, at least 66 ² / 3 % of the sum of Revolving Exposure.

" Survey " shall mean a survey of any Mortgaged Property (and all improvements thereon) which is (i) prepared by a surveyor or engineer licensed to perform surveys in the jurisdiction where such Mortgaged Property is located, (ii) dated (or redated) not earlier than six months prior to the date of delivery thereof unless there shall have occurred within six months prior to such

date of delivery any exterior construction of structures on the site of such Mortgaged Property or any easement or right of way on the Mortgaged Property has been granted or become effective through operation of law or otherwise with respect to such Mortgaged Property which, in either case, can reasonably be depicted on a survey, in which events, as applicable, such survey shall be dated (or redated) after the completion of such construction or if such construction shall not have been completed as of such date of delivery, not earlier than 20 days prior to such date of delivery, or after the grant or effectiveness of any such easement or right of way on the applicable Mortgaged Property, (iii) certified by the surveyor (in a manner reasonably acceptable to the Administrative Agents) to such Administrative Agents, the applicable Collateral Agents and the Title Company, and (iv) complying in all respects with the minimum detail requirements of the American Land Title Association as such requirements are in effect on the date of preparation of such survey.

" Swingline Exposure " shall mean at any time the aggregate principal amount at such time of all outstanding Swingline Loans. The Swingline Exposure of any Revolving Lender at any time shall equal its Pro Rata Percentage of the aggregate Swingline Exposure at such time.

" Swingline Lenders " shall have the meaning assigned to such term in the preamble hereto.

" Swingline Loans " shall mean the US Swingline Loans and the Canadian Swingline Loans.

" Syndication Agent " shall have the meaning assigned to such term in the preamble hereto.

" Tax Return " shall mean all returns, statements, filings, attachments and other documents or certifications required to be filed in respect of Taxes.

" Taxes " shall mean all present or future taxes, levies, imposts, duties, deductions, withholdings, social security and unemployment taxes, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

" Test Period " shall mean, at any time, the four consecutive fiscal quarters of US Borrowers then last ended (in each case taken as one accounting period) for which financial statements have been or are required to be delivered pursuant to Section 5.01(a) or (b) .

" Title Company " shall mean any title insurance company as shall be retained by Borrowers and reasonably acceptable to the Administrative Agent.

" Title Policy " shall have the meaning assigned to such term in Section 4.01(o)(iii) .

" Total Leverage Ratio " shall mean, at any date of determination, the ratio of Consolidated Indebtedness on such date to Consolidated Cash Flow for the Test Period then most recently ended.

" Transaction Documents " shall mean the Acquisition Documents, the Senior Note Documents and the Loan Documents.

" Transactions " shall mean, collectively, the transactions to occur on or prior to the Closing Date pursuant to the Transaction Documents, including (a) the consummation of the Acquisition; (b) the execution, delivery and performance of the Loan Documents and the initial borrowings hereunder; (c) the Refinancing; (d) the Equity Financing; (e) the issuance of the Senior Notes; and (f) the payment of all fees and expenses to be paid on or prior to the Closing Date and owing in connection with the foregoing.

" Transferred Guarantor " shall have the meaning assigned to such term in Section 7.09 .

" Trigger Event " shall mean at any time (a) a Default shall have occurred and be continuing and/or (b) Average Excess Availability for the preceding fiscal quarter shall be less than $90 million.

" Type ," when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBOR Rate, the Alternate Base Rate, Canadian Prime Rate or Bankers' Acceptances.

" UCC " shall mean the Uniform Commercial Code as in effect from time to time (except as otherwise specified) in any applicable state or jurisdiction.

" United States " shall mean the United States of America.

" US Administrative Agent " shall have the meaning assigned to such term in the preamble hereto and includes each other person appointed as the successor pursuant to Article X .

" US Borrower " shall have the meaning assigned to such term in the preamble hereto.

" US Borrowing Base Guarantor " shall mean LNT Inc., a New Jersey corporation, LNT West, a Delaware corporation, and LNT Merchandising Company, LLC, a Delaware limited liability company and any Wholly Owned Subsidiary of US Borrowers which may hereafter be approved by the Administrative Agents and the Collateral Agents which (a) is organized in a State within the United States, (b) is currently able to prepare all collateral reports in a comparable manner to the Borrowers' reporting procedures and (c) has executed and delivered to the applicable Collateral Agents such joinder agreements to guarantees, contribution and set-off agreements and other Security Documents as such Collateral Agents have reasonably requested so long as such Collateral Agents have received and approved, in their reasonable discretion, (i) a collateral audit and Inventory Appraisal conducted by an independent appraisal firm reasonably acceptable to such Collateral Agents and (ii) all UCC and similar search results necessary to confirm such Collateral Agents' first priority Lien on all of such Borrowing Base Guarantor's personal property, subject to Permitted Liens.

" US Obligations " shall mean (a) obligations of US Borrowers and the other Loan Parties from time to time arising under or in respect of the due and punctual payment of (i) the principal of and premium, if any, and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the US Revolving Loans and the US Swingline Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) each payment required to be made by US Borrowers and the other Loan Parties under this Agreement in respect of any Letter of Credit or LC Acceptance, when and as due, including payments in respect of Reimbursement Obligations, interest thereon and obligations to provide cash collateral and (iii) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of US Borrowers and the other Loan Parties under this Agreement and the other Loan Documents, (b) the due and punctual performance of all covenants, agreements, obligations and liabilities of US Borrowers and the other Loan Parties under or pursuant to this Agreement and the other Loan Documents, (c) the due and punctual payment and performance of all obligations of the US Borrowers and any and all of the other Loan Parties under each Lender Hedging Agreement and (d) the due and punctual payment and performance of all obligations in respect of overdrafts and related liabilities owed to any Lender, any Affiliate of a Lender, the Administrative Agents or the

Collateral Agents arising from treasury, depositary and cash management services or in connection with any automated clearinghouse transfer of funds.

" US Pledge Agreements " shall mean that certain Pledge Agreement by Holdings pledging all of its Equity Interests in LNT and that certain Pledge Agreement by LNT and certain US Subsidiaries pledging all of their Equity Interests in LNT Center and the Subsidiary Guarantors, as applicable (except the Canadian Loan Parties), in each case, addressed to the Collateral Agents for the benefit of the Secured Parties, as the same may from time to time be modified, amended, extended or reaffirmed in accordance with the terms thereof.

" US Revolving Commitment " shall mean, with respect to each Revolving Lender, the commitment, if any, of such Revolving Lender to make US Revolving Loans hereunder up to its Pro Rata Percentage of the Revolving Commitment.

" US Revolving Exposure " shall mean, with respect to any Lender at any time, the Dollar Equivalent of the aggregate principal amount at such time of all outstanding Revolving Loans made to US Borrowers of such Lender, plus the aggregate amount at such time of such Lender's LC Exposure, plus the aggregate amount at such time of such Lender's Swingline Exposure to US Borrower.

" US Revolving Lender " shall mean a Lender with a US Revolving Commitment.

" US Revolving Loans " shall mean each Revolving Loan borrowed by a US Borrower.

" US Security Agreement " shall mean a Security Agreement substantially in the form of Exhibit M-1 among certain of the Loan Parties and Collateral Agents for the benefit of the Secured Parties, as the same may from time to time be modified, amended, extended or reaffirmed in accordance with the terms thereof.

" US Subsidiary " shall mean a Subsidiary organized in a State of the United States.

" US Swingline Commitment " shall mean the commitment of the Swingline Lender to make loans pursuant to Section 2.17 , as the same may be reduced from time to time pursuant to Section 2.07 or Section 2.17 . The amount of the US Swingline Commitment shall initially be $35 million, but in no event shall exceed the Revolving Commitment.

" US Swingline Lender " shall have the meaning assigned to such term in the preamble hereto.

" US Swingline Loans " shall mean any loan made by the US Swingline Lender pursuant to Section 2.17(a) .

" Voting Stock " shall mean, with respect to any person, any class or classes of Equity Interests pursuant to which the holders thereof have the general voting power under ordinary circumstances to elect at least a majority of the Board of Directors of such person.

" Wholly Owned Subsidiary " shall mean, as to any person, (a) any corporation 100% of whose capital stock (other than directors' qualifying shares) is at the time owned by such person and/or one or more Wholly Owned Subsidiaries of such person and (b) any partnership, association, joint venture, limited liability company or other entity in which such person and/or one or more Wholly Owned Subsidiaries of such person have a 100% equity interest at such time.

" Withdrawal Liability " shall mean liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

SECTION 1.02. Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class ( e.g ., a "Revolving Loan") or by Type ( e.g ., a "Eurodollar Loan") or by Class and Type ( e.g ., a "Eurodollar Revolving Loan"). Borrowings also may be classified

and referred to by Class ( e.g ., a "Revolving Borrowing," "Borrowing of Tranche A Loans") or by Type ( e.g ., a "Eurodollar Borrowing") or by Class and Type ( e.g ., a "Eurodollar Revolving Borrowing").

SECTION 1.03. Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words "include," "includes" and "including" shall be deemed to be followed by the phrase "without limitation." The word "will" shall be construed to have the same meaning and effect as the word "shall." Unless the context requires otherwise (a) any definition of or reference to any Loan Document, agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any person shall be construed to include such person's successors and assigns, (c) the words "herein," "hereof" and "hereunder," and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) any reference to any law or regulation herein shall refer to such law or regulation as amended, modified or supplemented from time to time, (f) 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 and (g) "on," when used with respect to the Mortgaged Property or any property adjacent to the Mortgaged Property, means "on, in, under, above or about."

SECTION 1.04. Accounting Terms; GAAP. Except as otherwise expressly provided herein, all financial statements to be delivered pursuant to this Agreement shall be prepared in accordance with GAAP as in effect from time to time and all terms of an accounting or financial nature shall be construed and interpreted in accordance with GAAP, as in effect on the date hereof unless otherwise agreed to by Borrower and the Required Lenders.

SECTION 1.05. Resolution of Drafting Ambiguities. Each Loan Party acknowledges and agrees that it was represented by counsel in connection with the execution and delivery of the Loan Documents to which it is a party, that it and its counsel reviewed and participated in the preparation and negotiation hereof and thereof and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation hereof or thereof.

ARTICLE II.

THE CREDITS

SECTION 2.01. Commitments. Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly as follows:

(a) each US Revolving Lender agrees, severally and not jointly, to make US Revolving Loans to US Borrowers, at any time and from time to time on or after the Closing Date until the earlier of the Business Day prior to the Revolving Maturity Date and the termination of the Revolving Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not (subject to the provisions of Section 10.10 and Section 10.11 ) result in such Lender's US Revolving Exposure exceeding the lesser of (i) such Lender's Revolving Commitment less such Lender's Pro Rata Percentage of any Line Reserve and (ii) such Lender's Pro Rata Percentage multiplied by the Borrowing Base then in effect; and

(b) each Canadian Revolving Lender agrees, severally and not jointly, to make Canadian Revolving Loans to Canadian Borrower, at any time and from time to time on or after the Closing Date until the earlier of the Business Day prior to the Revolving Maturity Date and the

termination of the Canadian Revolving Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not (subject to Section 10.10 and Section 10.11 ) result in such Lender's Canadian Exposure exceeding the lesser of (i) such Lender's Canadian Revolving Commitment less such Lender's Pro Rata Percentage of any Line Reserve allocated to Canadian Revolving Commitments and (ii) such Lender's Pro Rata Percentage multiplied by the Canadian Borrowing Base then in effect.

Within the limits set forth in clause (a) and clause (b) above and subject to the terms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow Revolving Loans.

SECTION 2.02. Loans.

(a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided , that the failure of any Lender to make its Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(ii) , (A) ABR Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $1.0 million and not less than $3.0 million or (ii) equal to the remaining available balance of the applicable Commitments and (B) the Eurodollar Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $1.0 million and not less than $3.0 million or (ii) equal to the remaining available balance of the applicable Commitments (C) Canadian Prime Rate Loans in Canadian dollars comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of Can$100,000 and not less than Can$1.0 million or (ii) equal to the remaining available balance of the applicable Commitments and (D) Bankers' Acceptances in Canadian dollars comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of Can$100,000 and not less than Can$3.0 million or (ii) equal to the remaining available balance of the applicable commitments.

(b) Subject to Section 2.11 and Section 2.12 , each Borrowing shall be comprised entirely of ABR Loans, Eurodollar Loans, Canadian Prime Rate Loans or Bankers' Acceptances as the applicable Borrower may request pursuant to Section 2.03 . Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of such Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided that such Borrower shall not be entitled to request any Borrowing that, if made, would result in more than eight Eurodollar Borrowings outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.

(c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii) , each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City or Toronto, as the case may be, as the applicable Administrative Agent may designate not later than 11:00 a.m., New York City time, and the applicable Administrative Agent shall promptly credit the amounts so received to an account as directed by the Administrative Borrower in the applicable Borrowing Request maintained with the applicable Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders.

(d) Unless the applicable Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the applicable Administrative Agent such Lender's portion of such Borrowing, such Administrative Agent may assume that such Lender has made such portion available to such Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above, and such Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the applicable Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to such Administrative Agent, each of such Lender and the Borrowers severally agrees to repay to such Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the applicable Borrower until the date such amount is repaid to such Administrative Agent at (i) in the case of such Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by such Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to such Administrative Agent such corresponding amount, such amount shall constitute such Lender's Loan as part of such Borrowing for purposes of this Agreement, and Borrowers' obligation to repay such Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease.

(e) Notwithstanding any other provision of this Agreement, Borrowers shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date.

SECTION 2.03. Borrowing Procedure.

(a) Borrowings . To request a Revolving Borrowing, the Administrative Borrower shall deliver, by hand delivery or telecopier, a duly completed and executed Borrowing Request to the applicable Administrative Agent (i) in the case of a Eurodollar Borrowing in dollars or a Bankers' Acceptance, not later than 11:00 a.m., New York City time, three Business Days before the date of the proposed Borrowing, (ii) in the case of an ABR Borrowing, not later than 9:00 a.m., New York City time, on the date of the proposed Borrowing or (iii) in the case of a Borrowing of Canadian Prime Rate Loans, not later than 11:00 a.m., New York time, one Business Day before the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02 :

(i) the aggregate amount and Approved Currency of such Borrowing;

(ii) the date of such Borrowing, which shall be a Business Day;

(iii) for US Revolving Loans, whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing or, for Canadian Revolving Loans, whether such Borrowing is to be by way of Bankers' Acceptance or Canadian Prime Rate Loan;

(iv) in the case of a Eurodollar Borrowing or a Bankers' Acceptance, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term "Interest Period";

(v) the name of the applicable Borrower and the location and number of the applicable Borrower's account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c) ; and

(vi) that the conditions set forth in Section 4.02(b) - (e) have been satisfied as of the date of the notice.

If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing in dollars or, in the case of a Canadian Revolving Loan in Canadian dollars, a Canadian Prime Rate Loan. If no Interest Period is specified with respect to any requested Eurodollar Borrowing or Bankers' Acceptance then the applicable Borrower shall be deemed to have selected an Interest Period of one month's duration. Promptly following receipt of a Borrowing Request in accordance with this Section, such Administrative Agent shall advise each applicable Lender of the details thereof and of the amount of such Lender's Loan to be made as part of the requested Borrowing.

(b) Bankers' Acceptances.

(i) Canadian Administrative Agent . On each date that a Bankers' Acceptance is to be accepted hereunder, the Canadian Administrative Agent shall advise the Canadian Borrower as to the Canadian Administrative Agent's determination of the applicable Discount Rate for the Bankers' Acceptance which any of the Canadian Revolving Lenders have agreed to accept and purchase.

(ii) Purchase . Each Canadian Revolving Lender shall purchase a Bankers' Acceptance accepted by it, and the Canadian Borrower shall sell such Bankers' Acceptance to such Canadian Revolving Lender at the applicable Discount Rate. The relevant Canadian Revolving Lender shall provide to the Canadian Administrative Agent on the date of the related Borrowing the Discount Proceeds less the Acceptance Fee payable by the Canadian Borrower with respect to such Bankers' Acceptance.

(iii) Sale . Each Canadian Revolving Lender may from time to time hold, sell, rediscount or otherwise dispose of any or all Bankers' Acceptances accepted and purchased by it.

(iv) Power of Attorney for the Execution of Bankers' Acceptances . To facilitate the issuance of Bankers' Acceptances, the Canadian Borrower hereby appoints each Canadian Revolving Lender as its attorney to sign and endorse on its behalf, in handwriting or facsimile or mechanical signature as and when deemed necessary by such Canadian Revolving Lender, blank forms of Bankers' Acceptances. In this respect, it is each Canadian Revolving Lender's responsibility to maintain an adequate supply of blank forms of Bankers' Acceptances for acceptance under this Agreement. The Canadian Borrower recognizes and agrees that all Bankers' Acceptances signed and/or endorsed on its behalf by a Canadian Revolving Lender shall bind the Canadian Borrower as fully and effectually as if signed in the handwriting of and duly issued by the proper signing officers of the Canadian Borrower. Each Canadian Revolving Lender is hereby authorized to issue such Bankers' Acceptances endorsed in blank in such face amounts as may be determined by such Canadian Revolving Lender; provided that the aggregate amount thereof is equal to the aggregate amount of Bankers' Acceptances required to be accepted and purchased by such Canadian Revolving Lender. No Canadian Revolving Lender shall be liable for any damage, loss or other claim arising by reason of any loss or improper use of any such instrument except for the gross negligence or willful misconduct of such Canadian Revolving Lender. Each Canadian Revolving Lender shall maintain a record with respect to Bankers' Acceptances held by it in blank hereunder, voided by it for any reason, accepted and purchased by it hereunder, and canceled at their respective maturities.

(v) Execution . Drafts drawn by the Canadian Borrower to be accepted as Bankers' Acceptances shall be signed by a duly authorized officer or officers of the Canadian Borrower or by its attorneys-in-fact, including attorneys-in-fact appointed pursuant to this Section. Notwithstanding that any person whose signature appears on any Bankers' Acceptance may no longer be an authorized signatory for the Canadian Borrower at the time of issuance of a Bankers' Acceptance, that signature shall nevertheless be valid and sufficient for all purposes

as if the authority had remained in force at the time of issuance and any Bankers' Acceptance so signed shall be binding on the Canadian Borrower. Any executed drafts or orders to be used as Bankers' Acceptances shall be held in safekeeping with the same degree of care as if they were Lender's own property.

(vi) Issuance . The Canadian Administrative Agent, promptly following receipt of a Borrowing Request or Interest Election Request for Bankers' Acceptances, shall advise the Canadian Revolving Lenders of the notice and the face amount of Bankers' Acceptances to be accepted by it and the applicable Interest Period (which shall be identical for all Canadian Revolving Lenders). The aggregate face amount of Bankers' Acceptances to be accepted by a Canadian Revolving Lender shall be determined by reference to such Canadian Revolving Lender's Canadian Pro Rata Percentage of the issue of Bankers' Acceptances, except that, if the face amount of a Bankers' Acceptance which would otherwise be accepted by a Canadian Revolving Lender would not be Can$500,000 or a whole multiple thereof, the face amount shall be increased or reduced by the Canadian Administrative Agent in its sole discretion to Can$100,000, or the nearest whole multiple of that amount, as appropriate; provided that after such issuance, no Canadian Revolving Lender shall have aggregate outstanding Canadian Exposure in excess of its Canadian Revolving Commitment.

(vii) Waiver of Presentment and Other Conditions . The Canadian Borrower waives presentment for payment and any other defense to payment of any amounts due to any Canadian Revolving Lender in respect of a Bankers' Acceptance accepted and purchased by it pursuant to this Agreement which might exist solely by reason of the Bankers' Acceptance being held, at the maturity thereof, by such Canadian Revolving Lender in its own right and the Canadian Borrower agrees not to claim any days of grace if the Canadian Revolving Lender as holder sues or otherwise commences legal proceedings against the Canadian Borrower on the Bankers' Acceptance for payment of the amount payable by the Canadian Borrower thereunder.

(viii) BA Equivalent Loans by Non-BA Lenders . Whenever the Canadian Borrower requests a Canadian Revolving Loan under this Agreement by way of Bankers' Acceptances, each Non-BA Lender (or, at its option, any other Canadian Revolving Lender), shall, in lieu of accepting a Bankers' Acceptance, make a BA Equivalent Loan in an amount equal to such Non-BA Lender's Canadian Pro Rata Percentage of such Canadian Revolving Loan.

(ix) Terms Applicable to Discount Notes . As set out in the definition of "Bankers' Acceptances", that term includes Discount Notes and BA Equivalent Loans not evidenced by Discount Notes and all terms of this Agreement applicable to Bankers' Acceptances shall apply equally to BA Equivalent Loans and Discount Notes evidencing BA Equivalent Loans with such changes as may in the context be necessary. For greater certainty:

(1) the term of a Discount Note shall be the same as the Interest Period for Bankers' Acceptances accepted and purchased on the same date in respect of the same Canadian Revolving Loan;

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

(3) the Discount Rate applicable to a Discount Note shall be the Discount Rate applicable to BA Equivalent Loans made on the same date in respect of the same Canadian Revolving Loan.

Notwithstanding the foregoing, it is understood and agreed that any Non-BA Lender may agree, in lieu of receiving any Discount Notes, that such Discount Notes may be uncertificated

and the applicable BA Equivalent Loan shall be evidenced by a loan account, which such Non-BA Lender shall maintain in its name, and in such event such loan account shall be entitled to all the benefits of Discount Notes in respect of BA Equivalent Loans.

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

(xi) Prepayments and Mandatory Payments . If at any time any Bankers' Acceptances are to be paid prior to their maturity, the Canadian Borrower shall be required to deposit the face amount of such Bankers' Acceptances being prepaid in an interest-bearing cash collateral account with the Canadian Administrative Agent until the date of maturity of such Bankers' Acceptances. The cash collateral account shall be under the sole control of the Canadian Administrative Agent and shall be subject to no Liens, except for Liens in favor of the Canadian Administrative Agent in its capacity as such. Except as contemplated by this Section, neither the Canadian Borrower nor any person claiming on its behalf shall have any right to any of the cash in the cash collateral account. The Canadian Administrative Agent shall apply the cash held in the cash collateral account and interest earned thereon to the face amount of such Bankers' Acceptances at maturity, whereupon any cash remaining in the cash collateral account shall be released by the Canadian Administrative Agent to the Canadian Borrower.

(c) Appointment of Administrative Borrower . Each Borrower hereby irrevocably appoints and constitutes Administrative Borrower as its agent to request and receive Loans and Letters of Credit pursuant to this Agreement in the name or on behalf of such Borrower. The Administrative Agents and Lenders may disburse the Loans to such bank account of Administrative Borrower or a Borrower or otherwise make such Loans to a Borrower and provide such Letters of Credit to a Borrower as Administrative Borrower may designate or direct, without notice to any other Borrower or Guarantor. Administrative Borrower hereby accepts the appointment by Borrowers to act as the agent of Borrowers and agrees to ensure that the disbursement of any Loans to a Borrower requested by or paid to or for the account of such Borrower, or the issuance of any Letter of Credit for a Borrower hereunder, shall be paid to or for the account of such Borrower. Each Borrower hereby irrevocably appoints and constitutes Administrative Borrower as its agent to receive statements on account and all other notices from the Agents and Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Loan Documents. Any notice, election, representation, warranty, agreement or undertaking by or on behalf of any other Borrower by Administrative Borrower shall be deemed for all purposes to have been made by such Borrower, as the case may be, and shall be binding upon and enforceable against such Borrower to the same extent as if made directly by such Borrower. No purported termination of the appointment of Administrative Borrower as agent as aforesaid shall be effective, except after ten (10) days' prior written notice to Administrative Agents.

(d) Additional Functions of Administrative Borrower . The Administrative Borrower operates a centralized cash management system for the Borrowers and their Subsidiaries, including the Borrowing Base Guarantor Intercompany Loan Amounts and all other intercompany accounts owing among the Loan Parties. All Loans or Letters of Credit requested by the Administrative Borrower for ultimate use by Loan Parties other than LNT or Canadian Borrower shall be drawn or obtained in the name of the Administrative Borrower. Upon request, Administrative Borrower shall promptly confirm for the Administrative Agents that each Loan or Letter of Credit has been issued in the name of the appropriate Borrower and, in the event of any error, the respective records shall be adjusted without prejudice to the rights of the Agents and Lenders.

SECTION 2.04. Evidence of Debt; Repayment of Loans.

(a) Promise to Repay . The US Borrowers hereby unconditionally promise to pay (i) to the US Administrative Agent for the account of each Revolving Lender, the then unpaid principal amount of each US Revolving Loan of such Revolving Lender on the Revolving Maturity Date and (ii) to the US Swingline Lender, the then unpaid principal amount of each US Swingline Loan on the earlier of the Revolving Maturity Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two (2) Business Days after such Swingline Loan is made; provided that on each date that a US Revolving Loan is made, the US Borrowers shall repay all US Swingline Loans that were outstanding on the date such Borrowing was requested. Canadian Borrower hereby unconditionally promises to pay (i) to Canadian Administrative Agent for the account of each Canadian Revolving Lender, the then unpaid principal amount of each Canadian Revolving Loan of such Canadian Revolving Lender on the Revolving Maturity Date and (ii) to the Canadian Swingline Lender, the then unpaid principal amount of each Canadian Swingline Loan on the earlier of the Revolving Maturity Date and the first date after such Swingline Loan is made that is the 15 ^th or last day of a calendar month and is at least two (2) Business Days after such Swingline Loan is made; provided that on each date that a Canadian Revolving Loan is made, the Canadian Borrower shall repay all Canadian Swingline Loans that were outstanding on the date such Borrowing was requested. All payments or repayments of Loans made pursuant to this Section 2.04(a) shall be made in the Approved Currency in which such Loan is denominated.

(b) Lender and Administrative Agent Records . Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the applicable Borrower to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement. The applicable Administrative Agent shall maintain accounts in which it will record (i) the amount and Approved Currency of each Loan made hereunder, the Type and Class thereof, the name of the applicable Borrower and the Interest Period applicable thereto; (ii) the amount of any principal or interest due and payable or to become due and payable from the applicable Borrower to each applicable Lender hereunder; and (iii) the amount of any sum received by such Administrative Agent hereunder for the account of the applicable Lenders and each such Lender's share thereof. The entries made in the accounts maintained pursuant to this paragraph shall be prima facie evidence of the existence and amounts of the obligations therein recorded as well as the Borrower which received such Loans or Letters of Credit; provided that the failure of any Lender or such Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligations of the Borrowers to repay the Loans in accordance with their terms.

(c) Promissory Notes . Any Lender by written notice to Administrative Borrower (with a copy to the Administrative Agents) may request that Loans of any Class made by it be evidenced by a promissory note (unless already evidenced by a Bankers' Acceptance). In such event, the applicable Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) in the form of Exhibit K-1 , K-2 , K-3 or K-4 as the case may be. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 11.04 ) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

SECTION 2.05. Fees.

(a) Commitment Fee . The Borrowers agree to pay to the applicable Administrative Agent for the account of each Lender a commitment fee (a " Commitment Fee ") equal to the Applicable Fee per annum on the average daily unused amount of each Commitment of such Lender during the period from and including the date hereof to but excluding the date on which such Commitment terminates. Accrued Commitment Fees shall be payable in arrears (A) on the last Business Day of March, June, September and December of each year, commencing on the first such date to occur after the date hereof, and (B) on the date on which such Commitment terminates. Commitment Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing Commitment Fees with respect to Revolving Commitments a Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose).

(b) Administrative Agent Fees . The Borrowers agree to pay to the US Administrative Agent, for the accounts of the applicable Administrative Agents, the administrative fees (to be allocated between the Administrative Agents in a manner to be mutually agreed upon by the Administrative Agents) payable in the amounts and at the times set forth in the Fee Letter (the " Administrative Agent Fees ").

(c) Collateral Monitoring Fee . The Borrowers agree to pay to the US Administrative Agent, for the accounts of the applicable Collateral Agents, a collateral monitoring fee (to be allocated among the Collateral Agents in a manner to be mutually agreed upon by the Collateral Agents) payable in the amounts and at the times set forth in the Fee Letter (the " Collateral Monitoring Fees ").

(d) LC and Fronting Fees . The US Borrowers agree to pay (i) to the US Administrative Agent for the account of each Revolving Lender (other than a Canadian Revolving Lender) a participation fee (" Standby LC Participation Fee ") with respect to its participations in Standby Letters of Credit, which shall accrue at a rate equal to the Applicable Margin from time to time used to determine the interest rate on Eurodollar Revolving Loans pursuant to Section 2.06 on the average daily amount of such Lender's LC Exposure (excluding any portion thereof attributable to Reimbursement Obligations), as appropriate, during the period from and including the Closing Date to but excluding the later of the date on which such Lender's Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, (ii) to the US Administrative Agent for the account of each Revolving Lender a participation fee (" Commercial LC Participation Fee " and together with the Standby LC Participation Fee, the " LC Participation Fee ") with respect to its participation in Commercial Letters of Credit, which shall accrue at a rate equal to the greater of (A) the Applicable Margin from time to time used to determine the interest rate on Eurodollar Revolving Loans pursuant to Section 2.06 on the average daily amount of such Lender's LC Exposure (excluding any portion thereof attributable to Reimbursement Obligations), as appropriate, during the period from and including the Closing Date to but excluding the later of the date on which such Lender's Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure minus 0.50% and (B) 0.50%, and (iii) to the Issuing Bank a fronting fee (" Fronting Fee "), which shall accrue at the rate of 0.125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to Reimbursement Obligations) during the period from and including the Closing Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank's customary fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Accrued LC Participation Fees and Fronting Fees shall be payable in arrears

(i) on the last Business Day of March, June, September and December of each year, commencing on the first such date to occur after the Closing Date, and (ii) on the date on which the Revolving Commitments terminate. Any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand therefor. All LC Participation Fees and Fronting Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). During the continuance of a Default, the LC Participation Fee shall be increased to a per annum rate equal to 2% plus the otherwise applicable rate with respect thereto.

(e) All Fees shall be paid on the dates due, in immediately available funds in dollars, to the applicable Administrative Agent for distribution, if and as appropriate, among the applicable Lenders, except that the US Borrowers shall pay the Fronting Fees directly to the Issuing Bank. Once paid, none of the Fees shall be refundable under any circumstances.

SECTION 2.06. Interest on Loans .

(a) ABR Loans . Subject to the provisions of Section 2.06(e) , the Loans comprising each ABR Borrowing, including each Swingline Loan, shall bear interest at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin in effect from time to time.

(b) Canadian Prime Rate Loans . Subject to Section 2.06(e) , the Loans comprising each Canadian Prime Rate Borrowing shall bear interest at a rate per annum equal to the Canadian Prime Rate plus the Applicable Margin in effect from time to time.

(c) Eurodollar Loans . Subject to the provisions of Section 2.06(e) , the Loans comprising each Eurodollar Borrowing shall bear interest at a rate per annum equal to the Adjusted LIBOR Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin in effect from time to time.

(d) Bankers' Acceptances . Subject to Section 2.06(e) , upon acceptance of a Bankers' Acceptance by a Lender, Canadian Borrower shall pay to Canadian Administrative Agent on behalf of such Lender a fee (the " Acceptance Fee ") calculated on the face amount of such Bankers' Acceptance at a rate per annum equal to the Applicable Margin on the basis of the number of days in the Interest Period applicable to such Bankers' Acceptance and a year of 365 or 366 days, as applicable.

(e) Default Rate . Notwithstanding the foregoing, during an Event of Default, all Obligations shall, to the extent permitted by applicable law, bear interest, after as well as before judgment, at a per annum rate equal to (i) in the case of principal and premium, if any, of or interest on any Loan, 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.06 or (ii) in the case of any other amount, 2% plus the rate applicable to ABR Revolving Loans in the case of Borrowings in dollars, or Canadian Prime Rate Loans, in the case of Borrowings in Canadian dollars, as provided in Section 2.06(a) or (b) , respectively (in either case, the " Default Rate ").

(f) Interest Payment Dates . Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan; provided that (i) interest accrued pursuant to Section 2.06(e) shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving Loan, Canadian Prime Rate Loan or a Swingline Loan without a permanent reduction in Revolving Commitments), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

(g) Interest Calculation . All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate, the Canadian Prime Rate or Bankers' Acceptances shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate, Adjusted LIBOR Rate, Canadian Prime Rate or Acceptance Fee shall be determined by the applicable Administrative Agent in accordance with the provisions of this Agreement and such determination shall be conclusive absent manifest error.

(h) Currency for Payment of Interest . All interest paid or payable pursuant to this Section 2.06 shall be paid in the Approved Currency in which the Loan giving rise to such interest is denominated.

(i) Interest Act (Canada) . For the purposes of the Interest Act (Canada) , in any case in which an interest or fee rate is stated in this Agreement to be calculated on the basis of a number of days that is other than the number in a calendar year, the yearly rate, to which such interest or fee rate is equivalent, is equal to such interest or fee rate multiplied by the actual number of days in the year in which the relevant interest or fee payment accrues and divided by the number of days used as the basis for such calculation.

SECTION 2.07. Termination and Reduction of Commitments .

(a) Termination of Commitments . The Revolving Commitments, the US Swingline Commitment, the Canadian Swingline Commitment and the LC Commitment shall automatically terminate on the Revolving Maturity Date.

(b) Optional Terminations and Reductions . At their option, Borrowers may at any time terminate, or from time to time permanently reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1.0 million and not less than $5.0 million and (ii) the Revolving Commitments shall not be terminated or reduced if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10 , the aggregate amount of Revolving Exposures would exceed the aggregate amount of Revolving Commitments. Any permanent reduction of the Revolving Commitment shall result in a pro rata permanent reduction in the Canadian Revolving Commitments.

(c) Notice by the Borrowers . The applicable Borrower shall notify the applicable Administrative Agent in writing of any election to terminate or reduce the Commitments under Section 2.07(b) at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, such Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by such Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by any Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by such Borrower (by notice to such Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class.

SECTION 2.08. Interest Elections .

(a) Generally . Each Revolving Borrowing including each Canadian Revolving Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurodollar Borrowing and a Bankers' Acceptance, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the applicable Borrower may elect to convert such

Borrowing to a different Type or to rollover or continue such Borrowing and, in the case of a Eurodollar Borrowing or a Bankers' Acceptance, may elect Interest Periods therefor, all as provided in this Section (except that only the Canadian Borrower may elect Canadian Prime Rate Borrowings or Bankers' Acceptances). Borrowings consisting of Canadian Revolving Loans may only be converted to a different Type of Canadian Revolving Loan. The applicable Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. Notwithstanding anything to the contrary, the applicable Borrower shall not be entitled to request any conversion, rollover or continuation that, if made, would result in more than eight Eurodollar Borrowings or Bankers' Acceptances having more than eight different Interest Periods being outstanding hereunder at any one time. This Section shall not apply to Borrowings of Swingline Loans, which may not be converted or continued.

(b) Interest Election Notice . To make an election pursuant to this Section, the applicable Borrower shall deliver, by hand delivery or telecopier, a duly completed and executed Interest Election Request to the applicable Administrative Agent not later than the time that a Borrowing Request would be required under Section 2.03 if such Borrower were requesting a Revolving Borrowing of the Type resulting from such election to be made on the effective date of such election. Each Interest Election Request shall be irrevocable. Each Interest Election Request shall specify the following information in compliance with Section 2.02 :

(i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, or if outstanding Borrowings are being combined, allocation to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii), (iv) and (v) below shall be specified for each resulting Borrowing);

(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(iii) the Approved Currency of the resulting Borrowing;

(iv) whether the resulting Borrowing is to be an ABR Borrowing, Canadian Prime Rate Borrowing, a Eurodollar Borrowing or an advance by way of Bankers' Acceptance; and

(v) if the resulting Borrowing is a Eurodollar Borrowing or an advance by way of Bankers' Acceptance, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term "Interest Period".

If any such Interest Election Request requests a Eurodollar Borrowing or an advance by way of Bankers' Acceptance but does not specify an Interest Period, then such Borrower shall be deemed to have selected an Interest Period of one month's duration.

Promptly following receipt of an Interest Election Request, such Administrative Agent shall advise each Lender of the details thereof and of such Lender's portion of each resulting Borrowing.

(c) Automatic Conversion to ABR Borrowing or Canadian Prime Rate Borrowings . If an Interest Election Request with respect to a Eurodollar Borrowing or a Bankers' Acceptance is not timely delivered prior to the end of the Interest Period applicable thereto, then, unless such Borrowing or Bankers' Acceptance is repaid as provided herein, at the end of such Interest Period such Eurodollar Borrowing or Bankers' Acceptance shall be converted to (i) in the case of a Eurodollar Borrowing, an ABR Borrowing and (ii) in the case of a Bankers' Acceptance, a Canadian Prime Rate Borrowing. Notwithstanding any contrary provision hereof, if an Event of

Default has occurred and is continuing, the applicable Administrative Agent or the Required Lenders may require, by notice to the applicable Borrower, that (i) no outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing or a Bankers' Acceptance and (ii) unless repaid, each Eurodollar Borrowing shall be converted to an ABR Borrowing and each Banker's Acceptance shall be converted into a Canadian Prime Rate Loan, in each case, at the end of the Interest Period applicable thereto.

SECTION 2.09. [ Intentionally Deleted ] .

SECTION 2.10. Optional and Mandatory Prepayments of Loans .

(a) Optional Prepayments . Each Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, subject to the requirements of this Section 2.10 and subject to the provisions of Section 9.02(g) ; provided that each partial prepayment shall be in an amount that is an integral multiple of $1.0 million (or, if applicable, Can$100,000) and not less than $3.0 million (or, if applicable, Can$1.0 million) or, if less, the outstanding principal amount of such Borrowing.

(b) Certain Revolving Loan Prepayments .

(i) In the event of the termination of all the Revolving Commitments, each Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Borrowings and all outstanding Swingline Loans and replace all outstanding Letters of Credit or cash collateralize all outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i) .

(ii) In the event of any partial reduction of the Revolving Commitments, then (x) at or prior to the effective date of such reduction, the Administrative Agents shall notify Borrowers and the Revolving Lenders of the sum of the Revolving Exposures after giving effect thereto and (y) if the sum of the Revolving Exposures would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then Borrowers shall, on the date of such reduction, first , repay or prepay Swingline Loans, second , repay or prepay Revolving Borrowings and third , replace outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i) , in an aggregate amount sufficient to eliminate such excess.

(iii) In the event that (x) the sum of all Lenders' Revolving Exposures exceeds the Revolving Commitments then in effect (including on any date on which Dollar Equivalents are determined pursuant to Section 11.17 ) or (y) the sum of all Lenders' Canadian Exposures exceeds the Canadian Revolving Commitments then in effect (including on any date on which Dollar Equivalents are determined pursuant to Section 11.17 ), then in each case, Borrowers shall, without notice or demand, immediately first , repay or prepay Revolving Borrowings, and second , replace outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i) , in an aggregate amount sufficient to eliminate such excess.

(iv) In the event that the aggregate LC Exposure exceeds the LC Commitment then in effect (including on any date on which Dollar Equivalents are determined pursuant to Section 11.17 ), US Borrowers shall, without notice or demand, immediately replace outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i) , in an aggregate amount sufficient to eliminate such excess.

(v) In the event that (x) the sum of all Lenders' US Revolving Exposures exceeds the Borrowing Base then in effect or (y) the sum of all Lenders' Canadian Exposures exceeds the

Canadian Borrowing Base then in effect, the Borrowers shall, without notice or demand, immediately apply an amount equal to such excess to prepay the Loans and any interest accrued thereon, in accordance with this Section 2.10(b)(v) . The Borrowers shall make prepayments in accordance with Section 2.10(f) in an amount sufficient to eliminate such excess.

(vi) In the event an Activation Notice has been given (as contemplated by Section 9.02 ), the Borrowers shall pay all proceeds of Collateral (other than proceeds of a Casualty Event or an Asset Sale that do not require a permanent repayment) into the Collection Account, for application in accordance with Section 9.02(g) .

(vii) Borrowings by way of Bankers' Acceptance may only be prepaid by cash collateralizing the same in accordance with Section 2.03(b)(xi) .

(c) Asset Sales . Not later than one Business Day following the receipt of any Net Cash Proceeds of any Asset Sale by Holdings or any of its Subsidiaries, Borrowers shall make any prepayments required by Section 2.10(b) as well as prepayments in accordance with Section 2.10(f) and (g) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that:

(i) no such prepayment shall be required under this Section 2.10(c)(i) with respect to (A) any Asset Sale permitted by Section 6.06(a) , (B) the disposition of property which constitutes a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than the Dollar Equivalent of $100,000 in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than the Dollar Equivalent of $1.0 million in Net Cash Proceeds in any fiscal year; provided that clause (C) shall not apply in the case of any Asset Sale described in clause (b) of the definition thereof; and

(ii) subject to Section 2.10(g) and any requirement for a prepayment made under Section 2.10(b) and so long as no Default shall then exist or would arise therefrom, such proceeds shall not be required to be so applied on such date to the extent that Borrowers shall have delivered an Officers' Certificate to the applicable Administrative Agent on or prior to such date stating that such Net Cash Proceeds are expected to be reinvested in fixed or capital assets within 365 days following the date of such Asset Sale (which Officers' Certificate shall set forth the estimates of the proceeds to be so expended); provided that if all or any portion of such Net Cash Proceeds is not so reinvested within such 365-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c) ; provided, further , that if the property subject to such Asset Sale constituted Collateral, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the applicable Collateral Agents for their benefit and for the benefit of the other Secured Parties in accordance with Section 5.11 and Section 5.12 .

(d) Casualty Events . Not later than one Business Day following the receipt of any Net Cash Proceeds from a Casualty Event by Holdings or any of its Subsidiaries, the applicable Borrower shall make any prepayments required by Section 2.10(b) as well as any prepayments in accordance with Sections 2.10(f) and (g) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that:

(i) so long as no Default shall then exist or arise therefrom, such proceeds (other than amounts required under Section 2.10(b) to be prepaid) shall not be required to be so applied on such date to the extent that Borrowers shall have delivered an Officers' Certificate to the Administrative Agents on or prior to such date stating that such proceeds are expected to be used to repair, replace or restore any property in respect of which such Net Cash Proceeds were paid or to reinvest in other fixed or capital assets, no later than 180 days following the

date of receipt of such proceeds; provided that if the property subject to such Casualty Event constituted Collateral under the Security Documents, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the applicable Collateral Agents for their benefit and for the benefit of the other Secured Parties in accordance with Section 5.11 and Section 5.12 ; and

(ii) if any portion of such Net Cash Proceeds shall not be so applied within such 180-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(d) .

(e) [ Intentionally Deleted ] .

(f) Application of Prepayments . (i) Prior to any optional or mandatory prepayment hereunder, Borrowers shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(g) , subject to the provisions of this Section 2.10(f) . Any mandatory prepayments (other than those required by Section 2.10(b) ) shall be applied to the Revolving Loans and, upon the Administrative Agent's election, the Revolving Commitments shall be permanently reduced ratably among the Revolving Lenders in accordance with their applicable Revolving Commitments in an aggregate amount equal to such prepayment and Borrower shall comply with Section 2.10(b) .

(ii) Notwithstanding the foregoing, in the event that Borrowers have delivered an Officers' Certificate in accordance with Section 2.10(c) or in accordance with Section 2.10(d) , (A) the applicable Net Cash Proceeds shall be applied against the outstanding Revolving Loans, without a permanent reduction in the Commitments, (B) both a Reserve and a reserve against the Commitments (" Line Reserve ") shall be established (in the amount of the Net Cash Proceeds less any amounts used for prepayments that were required by Sections 2.10(b) because of the sale or disposition of Inventory outside of the ordinary course of business) which Reserve and Line Reserve shall each be released simultaneously with and to the extent of any Loans advanced to the Borrowers for the purpose of purchasing assets in accordance with Section 2.10(c) or Section 2.10(d) , as applicable; provided Borrowers submit (with the applicable Borrowing Request) an Officer's Certificate setting forth the use of proceeds of the requested Loan and confirming that such use is in compliance with Section 2.10(c) or Section 2.10(d) , as applicable, and (C) in the event that any part or all of the Reserve remains in place at the end of the time period set forth in Section 2.10(c) or Section 2.10(d) , as applicable, the Commitments shall be permanently reduced by an amount equal to such remaining Reserve and, simultaneously with the such reduction, the remaining Line Reserve shall be released.

(iii) Amounts to be applied pursuant to this Section 2.10 to the prepayment of Revolving Loans shall, in the absence of direction from the Borrowers pursuant to Section 2.10(g)(i), be applied to the prepayment of the ABR Loans and Canadian Prime Rate Loans in the discretion of the Administrative Agents. Any amounts remaining after each such application shall be applied to prepay Eurodollar Revolving Loans or Bankers' Acceptances, as applicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans and Canadian Prime Rate Loans at the time outstanding (an " Excess Amount "), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans and Canadian Prime Rate Loans shall be immediately prepaid and, at the election of the applicable Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms satisfactory to the applicable Collateral Agents and applied to the prepayment of Eurodollar Loans or Bankers' Acceptances on the last day of the then next-expiring Interest Period for the applicable

Eurodollar Loans or Bankers' Acceptances, as the case may be; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while a Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13 .

(g) Notice of Prepayment . The applicable Borrower shall notify the applicable Administrative Agent (and, in the case of prepayment of a Swingline Loan, the applicable Swingline Lender) by written notice of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing or Bankers' Acceptances, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing or a Canadian Prime Rate Loan, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment and (iii) in the case of prepayment of a Swingline Loan, not later than 11:00 a.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.07 , then such notice of prepayment may be revoked if such termination is revoked in accordance with Section 2.07 . Each such notice shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment. Promptly following receipt of any such notice (other than a notice relating solely to Swingline Loans), such Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of a Credit Extension of the same Type as provided in Section 2.02 , except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing and otherwise in accordance with this Section 2.09 . Prepayments shall be accompanied by accrued interest to the extent required by Section 2.06 .

SECTION 2.11. Alternate Rate of Interest .

(a) If prior to the commencement of any Interest Period for a Eurodollar Borrowing:

(i) the applicable Administrative Agent determines (which determination shall be final and conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBOR Rate for such Interest Period; or

(ii) the applicable Administrative Agent is advised in writing by the Required Lenders that the Adjusted LIBOR Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period;

then such Administrative Agent shall give written notice thereof to the applicable Borrower and the Lenders as promptly as practicable thereafter and, until such Administrative Agent notifies such Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing.

(b) If prior to the commencement of any Interest Period relating to a Bankers' Acceptance, the Canadian Administrative Agent determines (which determination shall be final and conclusive absent manifest error) that, by reason of circumstances affecting the money markets, there is no

active market for Bankers' Acceptances or the demand for Bankers' Acceptances is insufficient to allow the sale or trading of the Bankers' Acceptances to be created hereunder, then:

(i) the right of the Canadian Borrower to request a Canadian Revolving Loan by means of a Bankers' Acceptance shall be suspended until such time as the Canadian Administrative Agent determines that the circumstances causing such suspension no longer exist and the Canadian Administrative Agent so notifies the Canadian Borrower;

(ii) any Borrowing Request which calls for the issuance of a Bankers' Acceptance which is outstanding shall be cancelled and such Borrowing Request shall be deemed to be a request for a Canadian Prime Rate Loan in the face amount of the requested Bankers' Acceptance;

(iii) any outstanding Interest Election Request requesting a conversion of a Canadian Prime Rate Loan into Bankers' Acceptances or BA Equivalent Loan shall be deemed to be revoked; and

(iv) any outstanding Interest Election Request requesting a rollover of Bankers' Acceptances or BA Equivalent Loans shall (unless revoked by the Canadian Borrower before the Borrowing) be deemed to be an Interest Election Request requesting a conversion of such Loans into Canadian Prime Rate Loans.

SECTION 2.12. Yield Protection .

(a) 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 Adjusted LIBOR Rate) or the Issuing Bank;

(ii) subject any Lender or the Issuing Bank to any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Eurodollar Loan made by it or any Bankers' Acceptance purchased or accepted by it, or change the basis of taxation of payments to such Lender or the Issuing Bank in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.15 and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender or the Issuing Bank); or

(iii) impose on any Lender or the Issuing Bank or the London interbank market any other condition, cost or expense (other than any Taxes) affecting this Agreement or Eurodollar Loans made by such Lender or any Bankers' Acceptance purchased or accepted by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan or purchasing or accepting any Bankers' Acceptance), or to increase the cost to such Lender, the Issuing Bank or such Lender's or the Issuing Bank's holding company, if any, 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 Bank hereunder (whether of principal, interest or any other amount), then, upon request of such Lender or the Issuing Bank, the applicable Borrower will pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.

(b) Capital Requirements . If any Lender or the Issuing Bank determines (in good faith, but in its sole absolute discretion) that any Change in Law affecting such Lender or the Issuing Bank

or any lending office of such Lender or such Lender's or the Issuing Bank'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 Bank's capital or on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, the Bankers' Acceptances purchased or accepted by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company could have achieved but for such Change in Law (taking into consideration such Lender's or the Issuing Bank's policies and the policies of such Lender's or the Issuing Bank's holding company with respect to capital adequacy), then from time to time the applicable Borrower will pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company for any such reduction suffered.

(c) Certificates for Reimbursement . A certificate of a Lender or the Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or the Issuing Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section 2.12 and delivered to the applicable Borrower shall be conclusive absent manifest error. The applicable Borrower shall pay such Lender or the Issuing Bank, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

(d) Delay in Requests . Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand such compensation; provided that Borrowers shall not be required to compensate a Lender or the Issuing Bank 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 Bank, as the case may be, notifies the applicable Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender's or the Issuing Bank's intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

SECTION 2.13. Breakage Payments. In the event of (a) the payment or prepayment, whether optional or mandatory, of any principal of any Eurodollar Loan earlier than the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan earlier than the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such prepayment notice is later revoked in accordance with Section 2.10(g) ), (d) the assignment of any Eurodollar Loan earlier than the last day of the Interest Period applicable thereto as a result of a request by Borrowers pursuant to Section 2.16(b) or (e) the reallocation of Loans pursuant to Section 2.19(d) , then, in any such event, the applicable Borrower shall compensate each applicable Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBOR Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the Eurodollar market. A certificate of any Lender setting forth in reasonable detail any amount or amounts that such Lender is entitled to

receive pursuant to this Section 2.13 shall be delivered to the applicable Borrower (with a copy to the Administrative Agents) and shall be conclusive and binding absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 5 days after receipt thereof.

SECTION 2.14. Payments Generally; Pro Rata Treatment; Sharing of Setoffs .

(a) Payments Generally . Borrowers shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligations, or of amounts payable under Section 2.12 , Section 2.13 , Section 2.15 or Section 11.03 , or otherwise) on or before the time expressly required hereunder or unde