CREDIT AGREEMENT

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EXHIBIT 10.4

[EXECUTION COPY]

================================================================================

$870,000,000

CREDIT AGREEMENT

Dated as of April 27, 2005

among

MOVIE GALLERY, INC.

as U.S. Borrower and a Guarantor

MOVIE GALLERY CANADA, INC.

as Canadian Borrower

THE INITIAL LENDERS AND INITIAL ISSUING BANKS

NAMED HEREIN

as Initial Lenders and Initial Issuing Banks

WACHOVIA BANK, NATIONAL ASSOCIATION

as U.S. Administrative Agent

CONGRESS FINANCIAL CORPORATION (CANADA)

as Canadian Administrative Agent

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

as Syndication Agent

and

BANK OF AMERICA, N.A., CALYON NEW YORK BRANCH and

CANADIAN IMPERIAL BANK OF COMMERCE

as Co-Documentation Agents

WACHOVIA CAPITAL MARKETS, LLC

as Sole Lead Arranger

and

as Sole Bookrunning Manager

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TABLE OF CONTENTS

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ARTICLE I DEFINITIONS........................................................................... 3

Section 1.1 Defined Terms................................................................... 3

Section 1.2 Computation of Time Periods; Other Definitional Provisions...................... 45

Section 1.3 Accounting Terms................................................................ 46

Section 1.4 Pro Forma Calculations.......................................................... 46

ARTICLE II LOANS AND LETTERS OF CREDIT........................................................... 46

Section 2.1 The Loans and the Letters of Credit............................................. 46

Section 2.2 Manner of Borrowing and Disbursement............................................ 50

Section 2.3 Interest........................................................................ 58

Section 2.4 Repayment....................................................................... 60

Section 2.5 Fees............................................................................ 63

Section 2.6 Optional Prepayments............................................................ 64

Section 2.7 Borrower's Optional Cancellation of the Commitments............................. 65

Section 2.8 Mandatory Prepayments........................................................... 65

Section 2.9 Evidence of Debt................................................................ 68

Section 2.10 Manner of Payment............................................................... 69

Section 2.11 Reimbursement................................................................... 72

Section 2.12 Pro Rata Treatment.............................................................. 73

Section 2.13 Capital Adequacy................................................................ 73

Section 2.14 Taxes........................................................................... 74

Section 2.15 Replacement Lenders............................................................. 76

ARTICLE III CONDITIONS PRECEDENT.................................................................. 77

Section 3.1 Conditions Precedent to Initial U.S. Advance.................................... 77

Section 3.2 Conditions Precedent to Initial Canadian Advance................................ 85

Section 3.3 Conditions Precedent to Each Advance............................................ 88

ARTICLE IV REPRESENTATIONS AND WARRANTIES........................................................ 88

Section 4.1 Representations and Warranties.................................................. 88

Section 4.2 Survival of Representations and Warranties, Etc................................. 97

ARTICLE V GENERAL COVENANTS..................................................................... 97

Section 5.1 Preservation of Existence and Similar Matters................................... 97

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Section 5.2 Business; Compliance with Applicable Law and Material Contracts................. 98

Section 5.3 Maintenance of Properties....................................................... 98

Section 5.4 Accounting Methods and Financial Records........................................ 98

Section 5.5 Insurance....................................................................... 98

Section 5.6 Payment of Taxes and Claims..................................................... 99

Section 5.7 Visits and Inspections.......................................................... 100

Section 5.8 Payment of Indebtedness; Loans.................................................. 100

Section 5.9 Use of Proceeds................................................................. 100

Section 5.10 Real Estate..................................................................... 100

Section 5.11 Indemnity....................................................................... 101

Section 5.12 Interest Rate Hedging........................................................... 104

Section 5.13 Future Subsidiaries............................................................. 104

Section 5.14 Payment of Wages................................................................ 106

Section 5.15 Environmental Law............................................................... 106

Section 5.16 Further Assurances.............................................................. 106

ARTICLE VI INFORMATION COVENANTS................................................................. 107

Section 6.1 Quarterly Financial Statements and Information.................................. 107

Section 6.2 Annual Financial Statements and Information..................................... 107

Section 6.3 Performance Certificates........................................................ 107

Section 6.4 Copies of Other Reports......................................................... 108

Section 6.5 Notice of Litigation and Other Matters.......................................... 109

ARTICLE VII NEGATIVE COVENANTS.................................................................... 110

Section 7.1 Indebtedness of the U.S. Borrower, the Canadian Borrower and Subsidiaries....... 110

Section 7.2 Limitation on Liens............................................................. 112

Section 7.3 Modification of Certain Agreements.............................................. 113

Section 7.4 Disposition of Assets; Liquidation, Amalgamation or Merger...................... 113

Section 7.5 Investments..................................................................... 115

Section 7.6 Restricted Payments, etc........................................................ 117

Section 7.7 Capital Expenditures............................................................ 118

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Section 7.8 No Prepayment of Subordinated Debt or Pari Passu Debt........................... 118

Section 7.9 Equity Interest................................................................. 118

Section 7.10 Transactions with Affiliates.................................................... 119

Section 7.11 Restrictive Agreements, etc..................................................... 119

Section 7.12 Sale and Leaseback.............................................................. 120

Section 7.13 Financial Covenants............................................................. 120

Section 7.14 Pension Plan.................................................................... 120

Section 7.15 Speculative Transactions........................................................ 120

Section 7.16 Change to Fiscal Year........................................................... 121

ARTICLE VIII DEFAULT............................................................................... 121

Section 8.1 Events of Default............................................................... 121

Section 8.2 Remedies........................................................................ 125

Section 8.3 Payments Subsequent to Declaration of Event of Default.......................... 126

Section 8.4 Actions in Respect of the Letters of Credit and Canadian BA upon Default........ 126

ARTICLE IX THE AGENTS............................................................................ 127

Section 9.1 Appointment and Authorization................................................... 127

Section 9.2 Interest Holders................................................................ 127

Section 9.3 Consultation with Counsel....................................................... 127

Section 9.4 Documents....................................................................... 127

Section 9.5 Administrative Agents and Affiliates............................................ 127

Section 9.6 Responsibility of the Administrative Agents..................................... 128

Section 9.7 Collateral and Guaranty Matters................................................. 128

Section 9.8 Action by the Administrative Agents............................................. 128

Section 9.9 Notice of Default or Event of Default........................................... 129

Section 9.10 Responsibility Disclaimed....................................................... 129

Section 9.11 Indemnification................................................................. 130

Section 9.12 Credit Decision................................................................. 131

Section 9.13 Successor Administrative Agents................................................. 131

Section 9.14 Delegation of Duties............................................................ 132

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Section 9.15 Additional Agents............................................................... 132

Section 9.16 Administrative Agents May File Proofs of Claim.................................. 132

ARTICLE X CHANGE IN CIRCUMSTANCES AFFECTING FIXED RATE ADVANCES................................. 133

Section 10.1 Eurodollar Basis Determination Inadequate or Unfair; Circumstances Making

Canadian BA Unavailable......................................................... 133

Section 10.2 Illegality...................................................................... 134

Section 10.3 Increased Costs................................................................. 134

Section 10.4 Effect On Other Advances........................................................ 135

ARTICLE XI GUARANTY.............................................................................. 136

Section 11.1 Guaranty........................................................................ 136

ARTICLE XII MISCELLANEOUS......................................................................... 139

Section 12.1 Notices......................................................................... 139

Section 12.2 Costs and Expenses.............................................................. 142

Section 12.3 Waivers......................................................................... 143

Section 12.4 Set-Off......................................................................... 143

Section 12.5 Binding Effect and Assignment................................................... 143

Section 12.6 Counterparts.................................................................... 146

Section 12.7 Governing Law and Jurisdiction.................................................. 146

Section 12.8 Severability.................................................................... 147

Section 12.9 Interest........................................................................ 147

Section 12.10 Table of Contents and Headings.................................................. 147

Section 12.11 Amendment and Waiver............................................................ 148

Section 12.12 Entire Agreement................................................................ 149

Section 12.13 Other Relationships............................................................. 149

Section 12.14 Directly or Indirectly.......................................................... 149

Section 12.15 Reliance on and Survival of Various Provisions.................................. 149

Section 12.16 Senior Debt..................................................................... 149

Section 12.17 Obligations Several............................................................. 149

Section 12.18 Confidentiality................................................................. 149

Section 12.19 No Liability of the Issuing Banks............................................... 150

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Section 12.20 Patriot Act Notice.............................................................. 151

Section 12.21 Waiver of Jury Trial............................................................ 151

Section 12.22 Service of Process, Appointment of Process Agent................................ 151

Section 12.23 Judgment Currency............................................................... 151

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SCHEDULES

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SCHEDULE I - Disclosure Schedule

SCHEDULE II - Notice Information

SCHEDULE III - Commitments

SCHEDULE IV - Capital and Tax Structure

SCHEDULE V - EBITDA Calculation for Fiscal Year 2004

EXHIBITS

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EXHIBIT A-1 - Form of U.S. Revolving Note

EXHIBIT A-2 - Form of U.S. Swing Line Note

EXHIBIT A-3 - Form of Term A Note

EXHIBIT A-4 - Form of Term B Note

EXHIBIT A-5 - Form of Canadian Revolving Note

EXHIBIT A-6 - Form of Canadian Swing Line Note

EXHIBIT A-7 - Form of Acceptance Note

EXHIBIT B-1 - Form of Request for U.S. Advance

EXHIBIT B-2 - Form of Request for Canadian Advance

EXHIBIT C-1 - Form of U.S. Closing Date Certificate

EXHIBIT C-2 - Form of Canadian Closing Date Certificate

EXHIBIT D - [Reserved]

EXHIBIT E - Form of Performance Certificate

EXHIBIT F-1 - Form of U.S. Subsidiary Guaranty

EXHIBIT F-2 - Form of Canadian Subsidiary Guaranty

EXHIBIT G-1 - Form of U.S. Borrower Pledge and Security Agreement

EXHIBIT G-2 - Form of U.S. Subsidiary Pledge and Security Agreement

EXHIBIT G-3 - Form of Canadian Borrower Pledge and Security Agreement

EXHIBIT G-4 - Form of Canadian Subsidiary Pledge and Security Agreement

EXHIBIT H - Form of Perfection Certificate

EXHIBIT I - Form of Financial Condition and Solvency Certificate

EXHIBIT J - Form of Assignment and Acceptance

EXHIBIT K - Form of Interco Subordination Agreement

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CREDIT AGREEMENT

THIS CREDIT AGREEMENT, dated as of April 27, 2005, among (a) MOVIE

GALLERY, INC., a Delaware corporation (the "U.S. Borrower") and MOVIE GALLERY

CANADA, INC. a New Brunswick corporation (the "Canadian Borrower"), (b) the

banks, financial institutions and other lenders listed on the signature pages

hereof as the Initial U.S. Lenders that extend Commitments to the U.S. Borrower

(the "Initial U.S. Lenders"), WACHOVIA BANK, NATIONAL ASSOCIATION ("Wachovia"),

as the Initial U.S. Issuing Bank (the "Initial U.S. Issuing Bank" and, together

with the Initial U.S. Lenders, the "Initial U.S. Lender Parties") and as

administrative agent (together with any successor administrative agent appointed

pursuant to Article 9, in such capacity, the "U.S. Administrative Agent") for

the U.S. Lender Parties (as hereinafter defined), (c) the banks, financial

institutions and other lenders listed on the signature pages hereof as the

Canadian Initial Lenders that extend Commitments to the Canadian Borrower (the

"Initial Canadian Lenders"), CONGRESS FINANCIAL CORPORATION (CANADA), through

its appointee or designee as the Initial Canadian Issuing Bank (the "Initial

Canadian Issuing Bank" and, together with Initial Canadian Lenders, the "Initial

Canadian Lender Parties") and as administrative agent (together with any

successor administrative agent appointed pursuant to Article 9, in such

capacity, the "Canadian Administrative Agent" and, together with the U.S.

Administrative Agent, the "Administrative Agents") for the Canadian Lender

Parties (as hereinafter defined), and (d) MERRILL LYNCH, PIERCE, FENNER & SMITH

INCORPORATED, as syndication agent (in such capacity, the "Syndication Agent"),

and BANK OF AMERICA, N.A., CALYON NEW YORK BRANCH and CANADIAN IMPERIAL BANK OF

COMMERCE, as co-documentation agents (in such capacity, each a "Co-Documentation

Agent" and, collectively, the "Co-Documentation Agents").

PRELIMINARY STATEMENTS:

(a) The U.S. Borrower, its wholly-owned Subsidiary TG Holdings Inc., an

Oregon corporation ("Holdings"), and Hollywood Entertainment Corporation, an

Oregon corporation ("Target") have entered into an Agreement and Plan of Merger,

dated as of January 9, 2005 (as amended in accordance herewith, the "Merger

Agreement"), pursuant to which the U.S. Borrower will acquire Target and its

Subsidiaries (the "Target Acquisition") as a result of Holdings being merged

with and into Target, with Target as the surviving corporation (the "Merger");

(b) In connection with the Target Acquisition and Merger, (i) the U.S.

Borrower will repay, directly or indirectly, certain Indebtedness for Money

Borrowed of the U.S. Borrower and its Subsidiaries (other than Target and its

Subsidiaries), as more fully set forth in Item 7.1(b)(i) of the Disclosure

Schedule and terminate all commitments to make extensions of credit thereunder

(the "Borrower Refinancing") and (ii) Target and/or the U.S. Borrower will

repay, directly or indirectly, all Indebtedness for Money Borrowed of Target and

its Subsidiaries (other than Existing Notes not tendered in the Tender Offer

described below) as more fully set forth in Item 7.1(b)(ii) of the Disclosure

Schedule and terminate all commitments to make extensions of credit thereunder

(the "Target Refinancing" and, together with the Borrower Refinancing, the

"Refinancing");

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(c) As part of the Target Refinancing, Target will make a tender offer

(the "Tender Offer") for Target's 9.625% Senior Subordinated Notes due 2011 (the

"Existing Notes"), together with a related consent solicitation;

(d) Approximately $1,116,119,500 will be required in order to consummate

the Target Acquisition and the Refinancing and to pay related fees, costs and

expenses, including severance costs and other restructuring charges in an

aggregate amount not to exceed $76,100,000 (the foregoing, including the Target

Acquisition, the Refinancing, the Tender Offer and the Merger, and all

transactions related thereto (including the transactions contemplated by the

Loan Documents and the other capital raising transactions described below in

this recital), being herein referred to as the "Transactions"), which amount

will be raised from the following sources:

(i) except to the extent provided below, at least $177,700,000 from

cash on hand of Target and the U.S. Borrower;

(ii) the issuance or incurrence by the U.S. Borrower of at least

$321,119,500 in aggregate gross proceeds of unsecured senior indebtedness

pursuant to the following:

(A) a public offering or Rule 144A or other private placement

of senior unsecured notes (the "Senior Notes", with such offering or

placement being, collectively, the "Senior Notes Offering"); or

(B) in the event the Senior Notes are not issued, or the

proceeds therefrom are not otherwise available to the U.S. Borrower

on the date of consummation of the Tender Offer (the "Tender Offer

Closing Date"), the borrowing of senior unsecured bridge loans (such

bridge loans, together with (1) any senior unsecured term loans into

which any such bridge loans may be converted pursuant to the terms

of the applicable Other Debt Documents and (2) any senior unsecured

exchange notes for which such bridge loans or term loans, as the

case may be, may be exchanged pursuant to the terms of the

applicable Other Debt Documents, being, collectively, the "Bridge

Loans") made pursuant to the applicable Other Debt Documents;

(iii) the borrowing by the U.S. Borrower of $795,000,000 in

aggregate principal amount of Term Loans under this Agreement.

(e) In connection with the foregoing and to finance the ongoing working

capital needs and general corporate purposes of the Borrowers and the

Subsidiaries, the Borrowers desire to obtain the following financing facilities

from the Lenders:

(i) a Commitment pursuant to which Term Loans, in a maximum

aggregate principal amount not to exceed $795,000,000, consisting of a

Term A Loan in a maximum principal amount not to exceed $95,000,000 and a

Term B Loan in a maximum principal amount not to exceed $700,000,000,

which, in each case, may be made to the U.S. Borrower in a single drawing

on the Closing Date;

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(ii) a Commitment pursuant to which U.S. Dollar denominated and

Canadian Dollar denominated Revolving Loans, in a maximum aggregate

principal amount (together with the sub-facilities set forth in clauses

(iii), (iv) and (v) below) not to exceed $75,000,000 (with an uncommitted

option to increase such amount by up to $25,000,000 pursuant to Section

2.1(f)) will be made to the each relevant Borrower from time to time on

and subsequent to the Closing Date but prior to the Initial Maturity Date;

(iii) a Commitment pursuant to which the U.S. Issuing Bank will

issue U.S. Letters of Credit for the account of the U.S. Borrower and its

U.S. Subsidiaries from time to time on and subsequent to the Closing Date

but prior to the Initial Maturity Date in a maximum aggregate stated

amount at any one time outstanding not to exceed $30,000,000;

(iv) a Commitment pursuant to which U.S. Swing Line Loans in an

aggregate outstanding principal amount not to exceed $20,000,000 will be

made on and subsequent to the Closing Date but prior to the Initial

Maturity Date; and

(v) a Commitment (to include availability for Canadian Revolving

Loans, Canadian Swing Line Loans and Canadian Letters of Credit) pursuant

to which Canadian Revolving Loans, in a maximum aggregate principal amount

(together with all Canadian Swing Line Loans and Canadian Letter of Credit

and Canadian BA outstandings) not to exceed Cdn $ Equivalent of

$20,000,000.

NOW, THEREFORE, in consideration of the premises and of the mutual

covenants and agreements contained herein, the parties hereto hereby agree as

follows:

ARTICLE I

DEFINITIONS

Section 1.1 Defined Terms. For the purposes hereof, the following terms

shall have the following meanings:

"Acceptance Note" is defined in clause (B) of Section 2.2(f)(iii)(A).

"Acquisition" shall mean (whether by purchase, exchange, issuance of stock

or other equity or debt securities, merger, amalgamation, reorganization or any

other method) (a) any acquisition by the U.S. Borrower or any of its

Subsidiaries of all or substantially all of the Equity Interests of any other

Person, which Person shall then become consolidated with the U.S. Borrower or

any such Subsidiary in accordance with GAAP, or (b) any acquisition by the U.S.

Borrower or any of its Subsidiaries of all or substantially all or any

substantial amount of the assets of any other Person; provided that the purchase

of equipment and other goods and services in the ordinary course of business

shall not be deemed to be "Acquisitions."

"Administrative Agents" is defined in the recital of the parties to this

Agreement.

"Administrative Agent's Account" means, collectively, the U.S.

Administrative Agent's Account and the Canadian Administrative Agent's Account.

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"Advance" means, collectively, the U.S. Advances and the Canadian

Advances.

"Affiliate" means, with respect to a Person, any other Person directly or

indirectly controlling, controlled by, or under common control with, such first

Person. For purposes of this definition, "control" when used with respect to any

Person includes, without limitation, the direct or indirect beneficial ownership

of more than ten percent (10%) of the voting securities or voting equity of such

Person, or the power to direct or cause the direction of the management and

policies of such Person whether by contract or otherwise. Unless otherwise

specified, "Affiliate" means an Affiliate of the U.S. Borrower. Notwithstanding

the foregoing, no Lender Party shall be deemed an Affiliate of any Borrower or

any Subsidiary.

"Agents" means, collectively, the Administrative Agents, the Syndication

Agent and the Co-Documentation Agents.

"Agreement" means this Credit Agreement, as may be amended, supplemented,

amended and restated or otherwise modified from time to time.

"Aircraft Security Agreement" means that certain Aircraft Security

Agreement, dated as of the date hereof, among Movie Gallery US, Inc., Target and

the U.S. Administrative Agent.

"Annualized Basis" means, with respect to the determination of any amount

for any period (for purposes of this definition, the "Subject Period"), the

product obtained by multiplying (a) the amount accrued during the period

commencing with (and including) the Closing Date and ending on the last day of

the Subject Period and (b) the quotient obtained by dividing (i) 365 by (ii) the

number of days from (and including) the Closing Date to (and including) the last

day of the Subject Period.

"Applicable Canadian BA Stamping Fee" means, with respect to Canadian

Loans maintained as Canadian BA, the applicable percentage set forth under the

column entitled "Applicable Canadian BA Stamping Fee" with respect thereto

within the definition of Applicable Margin set forth herein.

"Applicable Law" means, in respect of any Person, all provisions of

constitutions, statutes, rules, regulations and orders of governmental bodies or

regulatory agencies applicable to such Person, and all orders, decisions,

judgments and decrees of all courts and arbitrators in proceedings or actions to

which the Person in question is a party or by which it is bound.

"Applicable Margin" means the interest rate margin applicable to Advances

hereunder as determined in accordance with Section 2.3(g) hereof.

"Approval Lenders" means, collectively, (a) Wachovia and Merrill Lynch

Capital Corporation or (b) any of their respective successors or assignees

approved by the U.S. Borrower (such approval not to be unreasonably withheld,

delayed or conditioned) and otherwise subject to Section 5.5 of the Merger

Agreement.

"Approved Fund" means, with respect to any Lender Party, any fund that

invests in commercial loans and is managed or advised by such Lender Party or an

Affiliate of such Lender

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Party, or by the same investment advisor as such Lender Party or by an Affiliate

of such investment advisor.

"Assignment and Acceptance" means an Assignment and Acceptance Agreement

substantially in the form attached hereto as Exhibit J.

"Authorized Officer" means any of the U.S. Borrower's President, Chief

Executive Officer, Chief Financial Officer, Treasurer, its principal accounting

officer, the General Counsel, any Executive Vice President, and any additional

officer who performs a policy-making function as designated by the Board of

Directors of the U.S. Borrower on an annual basis.

"Authorized Signatory" means, with respect to any Person, such senior

officer of such Person as may be duly authorized and designated in writing by

such Person to execute documents, agreements and instruments on behalf of such

Person.

"Available Amount" of any Letter of Credit means, at any time, the maximum

amount available to be drawn under such Letter of Credit at such time (assuming

compliance at such time with all conditions to drawing).

"Base Rate" means, with respect to U.S. Loans, a fluctuating interest rate

per annum in effect from time to time, which rate per annum shall at all times

be equal to the higher of:

(a) the rate of interest established by the U.S. Administrative

Agent in Charlotte, North Carolina, from time to time, as its prime rate

for dollars loaned in the United States of America; and

(b) -1/2 of 1% per annum above the Federal Funds Rate.

The Base Rate is an index rate and is not necessarily intended to be the

lowest or best rate of interest charged to customers in connection with

extensions of credit or to other banks.

"Base Rate Advance" means an Advance which the U.S. Borrower requests to

be made as a Base Rate Advance or is reborrowed as a Base Rate Advance, and

which bears interest at the Base Rate Basis, in accordance with the provisions

of Section 2.2 hereof, and which, except in the case of an Advance the proceeds

of which shall be used solely to repay or prepay in full outstanding U.S. Letter

of Credit Loans or outstanding U.S. Swing Line Loans, shall be in a principal

amount of at least $1,000,000 and in an integral multiple of $500,000.

"Base Rate Basis" means a simple interest rate equal to the sum of (a) the

Base Rate and (b) the Applicable Margin. The Base Rate Basis shall be adjusted

automatically as of the opening of business on the effective date of each change

in the Base Rate to account for such change and shall also be changed to reflect

adjustments in the Applicable Margin pursuant to Section 2.3(g) hereof.

"Boards Transaction" means the acquisition by the U.S. Borrower or a U.S.

Subsidiary thereof of up to 20 Hollywood Video stores from Boards, Inc. pursuant

to, and on the terms and conditions of, that certain License Agreement.

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"Borrowers" means, collectively, the U.S. Borrower and the Canadian

Borrower.

"Bridge Loans" is defined in the recital of the parties to this Agreement.

"Business Day" means a day of the year on which banks are not required or

authorized by law to close in (a) relative to matters with respect to the U.S.

Loans, New York, New York or Charlotte, North Carolina or (b) relative to

matters with respect to the Canadian Loans, Toronto, Ontario, Canada and, if the

applicable Business Day relates to any Eurodollar Advances, on which dealings

are carried on in the London interbank market.

"Canadian Acquisition" means the Acquisition by the Canadian Borrower of

all or substantially all of the Equity Interests of VHQ Entertainment, Inc. for

an aggregate purchase price not to exceed Cdn $19,200,000 in substantially in

accordance with terms previously disclosed to the Approval Lenders.

"Canadian Acquisition Transaction Documents" means each material agreement

related to the Canadian Acquisition (other than the Loan Documents), in each

case reasonably acceptable to the Administrative Agents, and as amended,

supplemented, amended and restated or otherwise modified from time to time in

accordance with this Agreement.

"Canadian Administrative Agent" is defined in the recital of the parties

to this Agreement.

"Canadian Administrative Agent's Account" means the account of the

Canadian Administrative Agent maintained by the Canadian Administrative Agent at

the Bank of Montreal located at 1 First Canadian Place, Toronto, Ontario,

Transit No. 00022, Canadian Account No. 1258246, or such other account as the

Canadian Administrative Agent shall specify in writing to the Canadian Lender

Parties.

"Canadian Advance" means the aggregate amount advanced by the Canadian

Lenders to the Canadian Borrower under any Type of Canadian Commitment pursuant

to Article 2 hereof on the occasion of any borrowing.

"Canadian BA" means a depository bill as defined in the Depository Bills

and Notes Act (Canada) in Canadian Dollars that is in the form of an order

signed by the Canadian Borrower and accepted by a Canadian Lender pursuant to

this Agreement or, for Canadian Lenders not participating in clearing services

contemplated in that Act, a draft or bill of exchange in Canadian Dollars that

is drawn by the Canadian Borrower and accepted by a Canadian Lender pursuant to

this Agreement. Orders that become depository bills, drafts and bills of

exchange are sometimes collectively referred to in this Agreement as "drafts."

Canadian BA shall have a term of approximately one (1), two (2), three (3) or

six (6) months, shall be issued and payable only in Canada and shall have a face

amount of an integral multiple of Cdn $100,000. In addition, to the extent the

context shall require, each Acceptance Note shall be deemed to be a Canadian BA.

"Canadian BA Advance" means a Canadian Advance which the Canadian Borrower

requests to be made as a Canadian BA Advance or is reborrowed as a Canadian BA

Advance, and which bears interest at the Canadian BA Rate Basis, in accordance

with the provisions of Section 2.2 hereof, and which, except in the case of an

Advance the proceeds of which shall be

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used solely to repay or prepay in full outstanding Canadian Letter of Credit

Loans or Canadian Swing Line Loans, shall be in a principal amount of at least

Cdn $500,000 and in an integral multiple of Cdn $100,000.

"Canadian BA Rate" means, for a particular term, the discount rate per

annum or interest (rounded upward to the nearest 1/100 of 1% of which is the

arithmetic average of the discount rates for such term of the Canadian BA

denominated in Canadian Dollars, calculated on the basis of a year of 365 days

or 366 days, as the case may be, equal to (a) in the case of any Lender that is

listed on Schedule I of the Bank Act (Canada), the average rate per annum for

Canadian Dollar bankers' acceptances having such term that appears on the

Reuters Screen CDOR Page (or any successor page) as of 10:00 a.m., Toronto time,

on the first day of such term as determined by the Canadian Administrative

Agent, (b) if such rate is not available at such time, the average discount rate

for bankers acceptances (accepted by Canadian chartered banks agreed to by the

Canadian Administrative Agent and the Canadian Borrower) having such term as

calculated by the Canadian Administrative Agent in accordance with normal market

practice on such day or (c) in the case of all Lenders other than those listed

on Schedule I of the Bank Act (Canada), the applicable rate set forth in clause

(a) or (b) above plus 0.10%.

"Canadian BA Rate Basis" means a simple interest rate equal to the sum of

(a) the Canadian BA Rate and (b) the Applicable Canadian BA Stamping Fee. The

Canadian BA Rate Basis shall be changed to reflect adjustments in the Applicable

Canadian BA Stamping Fee Margin pursuant to Section 2.3(g) hereof.

"Canadian Borrower" is defined in the recital of the parties to this

Agreement.

"Canadian Borrower Pledge and Security Agreement" means that certain

Canadian Borrower Pledge and Security Agreement of even date herewith between

the Canadian Borrower and the Canadian Administrative Agent, substantially in

the form of Exhibit G-3 attached hereto.

"Canadian Closing Date Certificate" means the closing date certificate

executed and delivered by the Canadian Borrower pursuant to the terms of this

Agreement, substantially in the form of Exhibit C-2 hereto.

"Canadian Commitment" means, collectively, the Canadian Revolving

Commitment, the Canadian Swing Line Commitment, Canadian BA, and the Canadian

Letter of Credit Commitment, which is not to exceed, in the aggregate, the Cdn $

Equivalent of $20,000,000 less, an amount, which in the Canadian Administrative

Agent's good faith estimate, is the amount of any reserve necessary to reflect

changes or fluctuations in applicable currency exchange markets and exchange

rates, or to reflect the aggregate Mark to Market Exposure of the Canadian

Borrower under all Hedge Agreements.

"Canadian Dollar" and "Cdn $" each mean the lawful money of Canada.

"Canadian Issuing Bank" means the Initial Canadian Issuing Bank and any

assignee to which a Canadian Letter of Credit Commitment hereunder has been

assigned pursuant to Section 12.5 so long as each such assignee expressly agrees

to perform in accordance with their terms all of the obligations that by the

terms of this Agreement are required to be performed by it as the Canadian

Issuing Bank and notifies the Canadian Administrative Agent of the amount of

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its Canadian Letter of Credit Commitment (which information shall be recorded by

the Canadian Administrative Agent in the Register), for so long as the Canadian

Initial Issuing Bank or assignee, as the case may be, shall have a Canadian

Letter of Credit Commitment.

"Canadian L/C Collateral Account" means an interest bearing cash

collateral account to be established and maintained by the Canadian

Administrative Agent, over which the Canadian Administrative Agent shall have

sole dominion and control, upon terms as may be satisfactory to the Canadian

Administrative Agent.

"Canadian L/C Disbursement" means a payment or disbursement made by the

Canadian Issuing Bank pursuant to a Canadian Letter of Credit.

"Canadian Lenders" means each Lender with a Canadian Commitment or a

Canadian Advance; provided that on the Closing Date any such Lender shall also

be a Canadian Resident.

"Canadian Lender Parties" means, collectively, any Canadian Lender and the

Canadian Issuing Bank.

"Canadian Letter of Credit" is defined in Section 2.1(e)(ii).

"Canadian Letter of Credit Commitment" means, with respect to the Canadian

Issuing Bank, an initial amount equal to Cdn $ Equivalent of $5,000,000 or, if

the Canadian Issuing Bank has entered into one or more Assignment and

Acceptances, set forth for the Canadian Issuing Bank in the Register maintained

by the Canadian Administrative Agent pursuant to Section 12.5(c) as the Canadian

Issuing Bank's "Canadian Letter of Credit Commitment", as such amount may be

reduced from time to time pursuant to Sections 2.7 and 2.8.

"Canadian Letter of Credit Loans" means a funding made by the Canadian

Issuing Bank or any Canadian Revolving Lender pursuant to Section 2.2 (j)(ii).

"Canadian Loan Parties" means, collectively, the U.S. Borrower Guarantor,

the Canadian Borrower and each Canadian Subsidiary that is a Loan Party.

"Canadian Loans" means the Canadian Revolving Loans.

"Canadian Notice of Renewal" is defined in Section 2.1(e)(ii).

"Canadian Notice of Termination" is defined in Section 2.1(e) (ii).

"Canadian Obligations" means (a) all payment and performance obligations

of every kind, nature and description of the Canadian Loan Parties, and any

other obligors to the Canadian Lender Parties, Affiliates of the Canadian Lender

Parties under or in connection with Secured Hedge Agreements (including, without

limitation, Hedging Liabilities) entered into with any Canadian Lender Party,

the Administrative Agents, or any of them, under this Agreement and the other

Loan Documents (including any Letter of Credit commissions, interest, fees and

other charges on the Loans, Canadian BA or otherwise under the Loan Documents

that would accrue but for the filing of a bankruptcy action with respect to any

such Canadian Loan Party, or any such other obligor, whether or not such claim

is allowed in such bankruptcy action), as they

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may be amended from time to time, or as a result of making the Canadian Loans or

acceptance of Canadian BA, whether such obligations are direct or indirect,

absolute or contingent, due or not due, contractual or tortious, liquidated or

unliquidated, arising by operation of law or otherwise, now existing or

hereafter arising, and (b) the obligation to pay an amount equal to the amount

of any and all damages which the Canadian Lender Parties, the Administrative

Agents, or any of them, may suffer by reason of a breach by any Canadian Loan

Party, or any other obligor, of any obligation, covenant or undertaking with

respect to this Agreement or any other Loan Document.

"Canadian Pension Plan" means (a) a "pension plan" or "plan" which is

subject to applicable pension benefits legislation in any jurisdiction of Canada

and is applicable to employees resident in Canada of the U.S. Borrower or any

Subsidiary, including, without limitation, each of the pension plans, if any,

registered in accordance with the Tax Act which any Borrower sponsors or

administers or into which it makes contributions, or (b) any pension benefit

plan or similar arrangement applicable to employees resident in Canada of the

U.S. Borrower or any Subsidiary.

"Canadian Pledge and Security Agreements" means, collectively, the

Canadian Borrower Pledge and Security Agreement and the Canadian Subsidiary

Pledge and Security Agreement.

"Canadian Prime Rate" means, on any date and relative to any Canadian

Prime Rate Advance, a fluctuating rate of interest per annum (rounded upward, if

necessary, to the next highest 1/100 of 1%) equal to the higher of

(a) the rate of interest per annum most recently announced or

established by the Bank of Montreal, or its successors and assigns, or

such other bank as the Canadian Administrative Agent may from time to time

designate, as its prime rate in effect on such day for determining

interest rates for Canadian Dollar denominated commercial loans in Canada

and commonly known as the "prime rate" of the Canadian Administrative

Agent (such rate not being intended to be the lowest rate of interest

charged by the Canadian Administrative Agent in connection with extensions

of credit to debtors); and

(b) the Canadian BA Rate most recently determined by the Canadian

Administrative Agent for 30-days bankers' acceptances plus 3/4 of 1%.

Changes in the rate of interest on that portion of any Canadian Loans

maintained as Canadian Prime Rate Advance will take effect simultaneously with

each change in the Canadian Prime Rate. The Canadian Administrative Agent will

give notice promptly to the Canadian Borrower and the Canadian Lenders of

changes in the Canadian Prime Rate.

"Canadian Prime Rate Advance" means an Advance which the Canadian Borrower

requests to be made as a Canadian Prime Rate Advance or is reborrowed as a

Canadian Prime Rate Advance, and which bears interest at the Canadian Prime Rate

Basis, in accordance with the provisions of Section 2.2 hereof, and which,

except in the case of an Advance the proceeds of which shall be used solely to

repay or prepay in full outstanding Canadian Letter of Credit Loans or Canadian

Swing Line Loans, shall be in a principal amount of at least Cdn $500,000 and in

an integral multiple of Cdn $100,000.

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"Canadian Prime Rate Basis" means a simple interest rate equal to the sum

of (a) the Canadian Prime Rate and (b) the Applicable Margin. The Canadian Prime

Rate Basis shall be adjusted automatically as of the opening of business on the

effective date of each change in the Canadian Prime Rate to account for such

change and shall also be changed to reflect adjustments in the Applicable Margin

pursuant to Section 2.3(g) hereof.

"Canadian Resident" shall mean, at any time, a Person who at that time is

(a) not a non-resident of Canada for purposes of the Tax Act or (b) an

authorized foreign bank deemed to be resident in Canada for purposes of the Tax

Act in respect of all amounts paid or credited to such Person under the Canadian

Revolving Commitment, Canadian Letter of Credit Commitment or Canadian Swing

Line Commitment pursuant to this Agreement.

"Canadian Revolving Commitment" means, with respect to any Canadian

Revolving Lender at any time, the amount set forth opposite such Canadian

Lender's name on Schedule III hereto under the caption "Canadian Revolving

Commitment" or, if such Canadian Lender has entered into one or more Assignment

and Acceptances, set forth for such Canadian Lender in the Register maintained

by the Canadian Administrative Agent pursuant to Section 12.5(c) as such

Canadian Lender's "Canadian Revolving Commitment", as such amount may be reduced

from time to time pursuant to Sections 2.7 and 2.8.

"Canadian Revolving Lender" means a Canadian Lender that has a Canadian

Revolving Commitment. "Canadian Revolving Loans" means, collectively, the amount

advanced by the Canadian Revolving Lenders to the Canadian Borrower under the

Canadian Revolving Commitment, not to exceed the aggregate amount of the

Canadian Revolving Commitments.

"Canadian Revolving Loan Outstandings" means the sum (without

double-counting) of (a) the aggregate principal amount of all Canadian Revolving

Loans and Canadian Letter of Credit Loans made by such Canadian Lender (in its

capacity as a Canadian Lender) and outstanding at such time and (b) such

Canadian Lender's Pro Rata Share of (i) the aggregate principal amount of all

Canadian Swing Line Loans then outstanding, (ii) the aggregate Available Amount

of all Canadian Letters of Credit outstanding at such time and (iii) the

aggregate principal amount of all Canadian Letter of Credit Loans made by the

Canadian Issuing Bank pursuant to Section 2.2(j)(ii) and outstanding at such

time.

"Canadian Revolving Notes" means those certain revolving promissory notes

in the aggregate original principal amount of Cdn $ Equivalent of $20,000,000,

one issued by the Canadian Borrower to each of the Canadian Lenders issuing a

Canadian Revolving Commitment that requests a promissory note, in accordance

with each such Canadian Lender's Canadian Revolving Commitment, each one

substantially in the form of Exhibit A-5 attached hereto, and any extensions,

modifications, renewals, endorsements or replacements of or amendments to any of

the foregoing.

"Canadian Secured Parties" means the Canadian Administrative Agent, the

Canadian Lender Parties and the Hedge Banks that enter into Hedge Agreements

with the Canadian Borrower.

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"Canadian Subsidiary" means any Subsidiary organized under the laws of

Canada or any province or territory thereof.

"Canadian Subsidiary Guarantor" means each Canadian Subsidiary of the

Canadian Borrower (other than any Joint Venture Entity) that has executed and

delivered to the Canadian Administrative Agent a Canadian Subsidiary Guaranty.

"Canadian Subsidiary Guaranty" shall mean, collectively, that certain

Canadian Subsidiary Guaranty of even date herewith in favor of the Canadian

Administrative Agent, for itself and for the ratable benefit of the Canadian

Secured Parties, given by each Canadian Subsidiary of the Canadian Borrower

(other than any Joint Venture Entity), substantially in the form of Exhibit F-2

attached hereto, and any similar guaranty delivered pursuant to Section 5.13

hereof.

"Canadian Subsidiary Pledge and Security Agreement" means, collectively,

that certain Canadian Subsidiary Pledge and Security Agreement of even date

herewith between each Canadian Subsidiary of the Canadian Borrower (other than

any Joint Venture Entity), on the one hand, and the Canadian Administrative

Agent, on the other hand, substantially in the form of Exhibit G-4 attached

hereto, and any similar security agreement delivered pursuant to Section 5.13

hereof.

"Canadian Swing Line Commitment" means an amount equal to the lesser of

(a) Cdn $ Equivalent of $5,000,000 and (b) the aggregate Unused Revolving

Commitments.

"Canadian Swing Line Lender" means Congress in its capacity as provider of

Canadian Swing Line Loans, or any successor swing line lender hereunder.

"Canadian Swing Line Loans" means, collectively, the amount advanced by

the Canadian Swing Line Lender to the Canadian Borrower under the Canadian Swing

Line Commitment, not to exceed the aggregate amount of the Canadian Swing Line

Commitment.

"Canadian Swing Line Note" means that certain swing line promissory note

in the aggregate original principal amount of Cdn $ Equivalent of $5,000,000,

issued by the Canadian Borrower to the Canadian Swing Line Lender issuing the

Canadian Swing Line Commitment, substantially in the form of Exhibit A-6

attached hereto, and any extensions, modifications, renewals, endorsements or

replacements of or amendments to any of the foregoing.

"Canadian Welfare Plan" means any medical, health, hospitalization,

insurance or other employee benefit or welfare plan, agreement or arrangement

applicable to employees resident in Canada of the U.S. Borrower or any

Subsidiary.

"Capital Expenditures" means, in respect of any Person, expenditures for

the purchase of tangible assets of long-term use which are capitalized in

accordance with GAAP, excluding purchases of Rental Items.

"Capitalized Lease Obligation" means that portion of any obligation of a

Person as lessee under a lease which is required to be capitalized on the

balance sheet of such lessee in accordance with GAAP.

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"Cash Equivalents" means any of the following, to the extent owned by the

U.S. Borrower or any of its Subsidiaries free and clear of all Liens other than

Liens permitted under this Agreement and having a maturity of not greater than

180 days from the date of issuance thereof: (a) readily marketable direct

obligations of the Government of the United States or any agency or

instrumentality thereof or obligations unconditionally guaranteed by the full

faith and credit of the Government of the United States, (b) insured

certificates of deposit of or time deposits with any commercial bank that is a

Lender Party or a member of the Federal Reserve System, issues (or the parent of

which issues) commercial paper rated as described in clause (c) below, is

organized under the laws of the United States or any State thereof and has

combined capital and surplus of at least $1,000,000,000, (c) commercial paper in

an aggregate amount of no more than $10,000,000 per issuer outstanding at any

time, issued by any corporation organized under the laws of any State of the

United States and rated at least "Prime-1" (or the then equivalent grade) by

Moody's or "A-1" (or the then equivalent grade) by S&P, (d) Investments,

classified in accordance with GAAP as Current Assets of the U.S. Borrower or any

of its Subsidiaries, in money market investment programs registered under the

Investment Company Act of 1940, as amended, which are administered by financial

institutions that have the highest rating obtainable from either Moody's or S&P,

and the portfolios of which are limited solely to Investments of the character,

quality and maturity described in clauses (a), (b) and (c) of this definition,

(e) other like liquid investments reasonably acceptable to the U.S.

Administrative Agent or (f) solely in respect of the cash management activities

of the Canadian Borrower or its Canadian Subsidiaries, equivalents to the

investments described in clause (a) above to the extent guaranteed by the full

faith and credit of the government of Canada and equivalents of investments

described in clauses (b) and (c) above issued, accepted or offered by the local

office of any commercial bank organized under the laws of Canada, or any

Province or Territory thereof of the Canadian Borrower or such Canadian

Subsidiary, which bank has combined capital and surplus of not less than

$1,000,000,000.

"Casualty Event" means the damage, destruction or condemnation, as the

case may be, of assets or property of the U.S. Borrower or any of its

Subsidiaries.

"CCAA" shall mean the Companies' Creditors Arrangement Act (Canada), as

amended, supplemented, restated and superseded, in whole or in part, from time

to time.

"CCAA Plan" is defined in Section 4.1(bb).

"Cdn $ Equivalent" means the Exchange Equivalent in Canadian Dollars of

any amount of U.S. Dollars.

"CERCLA" means the Comprehensive Environmental Response, Compensation and

Liability Act of 1980, as amended.

"CERCLIS" means the Comprehensive Environmental Response Compensation

Liability Information System List.

"Change in Control" means

(a) any person or group (within the meaning of Sections 13(d) and

14(d) under the Exchange Act), other than a Permitted Holder, shall become

the ultimate

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"beneficial owner" (as defined in Rules 13d 3 and 13d 5 under the Exchange

Act), directly or indirectly, of Equity Interests representing more than

50% of the Equity Interests of the U.S. Borrower on a fully diluted basis;

or

(b) during any period of 24 consecutive months, individuals who at

the beginning of such period constituted the Board of Directors of the

U.S. Borrower (together with any new directors whose election to such

Board or whose nomination for election by the stockholders of the U.S.

Borrower was approved by a vote of a majority of the directors then still

in office who were either directors at the beginning of such period 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

the U.S. Borrower then in office; or

(c) the occurrence of any "Change of Control" (or similar term)

under (and as defined in) any Other Debt Document.

"Class Shareholders" is defined in Section 3.1(n).

"Closing Date" means the date of the initial Advance hereunder; provided

that such date shall be no later than May 1, 2005.

"Code" means the Internal Revenue Code of 1986, as amended from time to

time.

"Co-Documentation Agents" is defined in the recital of parties to this

Agreement.

"Collateral" means any property of any kind provided as collateral for the

Obligations under any of the Security Documents.

"Commitment" means the Term A Commitment, the Term B Commitment, the U.S.

Revolving Commitment, the U.S. Swing Line Commitment, the U.S. Letter of Credit

Commitment, the Canadian Revolving Commitment, the Canadian Swing Line

Commitment, the Canadian Letter of Credit Commitment or any other commitment

issued after the Closing Date pursuant to Section 2.1(f) hereof.

"Commitment Letter" means the confidential letter captioned "Project Top

Gun - Amended and Restated Credit Facilities Commitment Letter", dated January

9, 2005, among the U.S. Borrower, Wachovia, Wachovia Capital Investments, Inc.,

Wachovia Capital Markets, LLC and Merrill Lynch Capital Corporation.

"Conduit Lender" is defined in Section 12.5(h).

"Confidential Information Memorandum" means the Confidential Information

Memorandum, dated March 2005, used by the U.S. Administrative Agent and the

Syndication Agent, based upon information supplied by, or on behalf of, the U.S.

Borrower and Target, in connection with the syndication of the Commitments.

"Contingent Liability" means any agreement, undertaking or arrangement by

which any Person guarantees, endorses or otherwise becomes or is contingently

liable upon (by direct or

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indirect agreement, contingent or otherwise, to provide funds for payment, to

supply funds to, or otherwise to invest in, a debtor, or otherwise to assure a

creditor against loss) the Indebtedness of any other Person (other than by

endorsements of instruments in the course of collection), or guarantees the

payment of dividends or other distributions upon the Equity Interests of any

other Person. The amount of any Person's obligation under any Contingent

Liability shall (subject to any limitation set forth therein) be deemed to be

the outstanding principal amount of the debt, obligation or other liability

guaranteed thereby.

"Control Agreements" means, collectively, all "Control Agreements," as

defined in each U.S. Pledge and Security Agreements and all "Blocked Account

Agreements," as defined in each Canadian Pledge and Security Agreement.

"Controlled Group" means all members of a controlled group of corporations

and all members of a controlled group of trades or businesses (whether or not

incorporated) under common control which, together with the U.S. Borrower, are

treated as a single employer under Section 414(b) or 414(c) of the Code or

Section 4001 of ERISA.

"Currency" means, collectively, U.S. Dollars and Canadian Dollars.

"Default" means any Event of Default, and any of the events specified in

Section 8.1, regardless of whether there shall have occurred any passage of time

or giving of notice, or both, that would be necessary in order to constitute

such event an Event of Default.

"Default Rate" means a simple per annum interest rate equal to the sum of

the otherwise applicable Interest Rate Basis plus two percent (2%). With respect

to amounts (other than principal) bearing interest at the Default Rate, for

purposes of the foregoing sentence, the words "otherwise applicable Interest

Rate Basis," shall be deemed to mean the Base Rate Basis in respect of U.S.

Loans and Canadian Prime Rate Basis in respect of Canadian Loans.

"Defaulting Lender" is defined in Section 2.2(h)(iv).

"Disclosure Schedule" means the Disclosure Schedule attached hereto as

Schedule I, as it may be amended, supplemented, amended and restated or

otherwise modified from time to time by the Borrowers with the written consent

of the Majority Lenders; provided that, so long as the Administrative Agents

shall have received notice of such modifications, no consent shall be necessary

in connection with modifying Items 4.1(c)(i), 4.1(g)(i), 4.1(g)(ii), 4.1(p) and

4.1(x) of the Disclosure Schedule to reflect changes made thereto in the

ordinary course of business and as permitted under this Agreement.

"Disposition" (or similar words such as "Dispose") means any sale,

transfer, lease, contribution or other conveyance (including by way of merger or

amalgamation) of, or the granting of options, warrants or other rights to, any

of the U.S. Borrower's or its Subsidiaries' assets (including accounts

receivable, Equity Interests of Subsidiaries) to any other Person (other than to

another Loan Party) in a single transaction or series of transactions.

"Dollars" or "$" means the basic unit of the lawful currency of the United

States of America.

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"Dothan Distribution Centers" means the distribution center of the U.S.

Borrower located at 900 West Main Street, Dothan, AL and the distribution center

of the U.S. Borrower being constructed at 985 Technology Drive, Dothan, AL.

"Dothan Headquarters" means the headquarters of the U.S. Borrower located

at 900 West Main Street, Dothan, AL.

"EBITDA" means, for any period of determination, for the U.S. Borrower and

its Subsidiaries on a consolidated basis, Net Income (exclusive of (i) any

non-cash gains or losses, (ii) gains and losses from Dispositions made other

than in the ordinary course of business, (iii) gains and losses from Hedge

Agreements, (iv) any extraordinary or non-recurring gains or losses, (v) income

or losses from discontinued operations, (vi) income or losses from changes in

accounting principals, (vii) fees and costs associated with the early

extinguishment of debt, and (viii) fees, charges and other expenses made or

incurred in connection with the Transactions that are paid or accounted for

(without duplication) within 180 days of the consummation of the Transactions

(and any reasonable fees, expenses or charges relating to any issuance of Equity

Interests, Permitted Investments, Permitted Acquisitions or Indebtedness,

whether or not such transaction is consummated, to the extent deducted in

computing Net Income) for such period, plus, to the extent deducted or accrued

in determining Net Income, the sum of each of the following for such period

(without duplication): (a) depreciation, amortization (excluding Rental Items

amortization, except for one time and incremental charges resulting from changes

in accounting principals), and other non-cash charges, (b) income tax expense,

(c) Interest Expense and (d) losses from Permitted Investments in Persons

engaged in alternative delivery of movie content (x) in an aggregate amount not

to exceed $5,750,000 for the 2004 Fiscal Year and (y) in an aggregate amount not

to exceed $5,000,000 for each subsequent Fiscal Year; provided that, if any

Permitted Acquisition is made in any Measuring Period, such Permitted

Acquisition shall be deemed, for purposes of this definition, to have been made

on the first day of such Measuring Period; provided, further, that for any

period of determination occurring during the four-Fiscal Quarter period prior to

the Closing Date, "EBITDA" shall be deemed to be for the U.S. Borrower and its

Subsidiaries, including Target and its Subsidiaries, on a consolidated basis.

Notwithstanding the foregoing, EBITDA for the Fiscal Year ended January 2,

2005 shall be deemed to be $366,004,000 (which calculation is set forth on

Schedule V).

"EBITDAR" means, with respect to any period, the sum of EBITDA for such

period plus Rent for such period.

"Environmental Laws" means, with respect to any Person, all applicable

federal (including, without limitation, with respect to the United States and

Canada), state, provincial and local laws, statutes, rules, regulations, by-laws

and ordinances, codes, common law, consent agreements to which such Person is a

party or by which it is bound, orders, decrees, judgments and injunctions

issued, promulgated, approved or entered thereunder affecting such Person or its

property and relating to public health, safety or the pollution or protection of

the environment, including, without limitation, those relating to releases,

discharges, emissions, spills, leaching, or disposals to, on, or in air, water,

land or ground water, to the withdrawal or use of ground water, to the use,

handling or disposal of polychlorinated biphenyls, asbestos or urea

formaldehyde, to the treatment, storage, disposal or management of hazardous

substances (including, without

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limitation, petroleum, crude oil or any fraction thereof, or other

hydrocarbons), pollutants or contaminants, to exposure to toxic, hazardous or

other controlled, prohibited, or regulated substances, including, without

limitation, any such provisions under the Comprehensive Environmental Response,

Compensation and Liability Act of 1980, as amended (42 U.S.C. ss. 9601 et seq.),

or the Resource Conservation and Recovery Act of 1976, as amended (42 U.S.C. ss.

6901 et seq.).

"Equity Interests" means, with respect to any Person, all of the shares of

capital stock of (or other ownership or profit interests in) such Person, all of

the warrants, options or other rights for the purchase or other acquisition from

such Person of shares of capital stock of (or other ownership or profit

interests in) such Person, all of the securities convertible into or

exchangeable for shares of capital stock of (or other ownership or profit

interests in) such Person or warrants, rights or options for the purchase or

other acquisition from such Person of such shares (or such other interests), and

all of the other ownership or profit interests in such Person (including,

without limitation, partnership, member or trust interests therein), whether

voting or nonvoting, and whether or not such shares, warrants, options, rights

or other interests are authorized or otherwise existing on any date of

determination.

"ERISA" means the Employee Retirement Income Security Act of 1974, as

amended, and any successor statute thereto of similar import, together with the

regulations thereunder, in each case as in effect from time to time. References

to Sections of ERISA also refer to any successor Sections thereto.

"Eurocurrency Liabilities" has the meaning specified in Regulation D of

the Board of Governors of the Federal Reserve System, as in effect from time to

time.

"Eurodollar Advance" means an Advance which a Borrower requests to be made

as a Eurodollar Advance or which is reborrowed as a Eurodollar Advance, and

which bears interest at the Eurodollar Basis, in accordance with the provisions

of Section 2.2 hereof, and which, except in the case of an Advance the proceeds

of which shall be used solely to repay or prepay in full outstanding Letter of

Credit Loans or outstanding Swing Line Loans, shall be in a principal amount of

at least $5,000,000 and in an integral multiple of $1,000,000.

"Eurodollar Basis" means a simple per annum interest rate (rounded upward,

if necessary, to the nearest one-hundredth (1/100th) of one percent) equal to

the sum of (a) the quotient of (i) the Eurodollar Rate divided by (ii) one minus

the Eurodollar Reserve Percentage, stated as a decimal, plus (b) the Applicable

Margin. The Eurodollar Basis shall apply to Interest Periods of one (1), two

(2), three (3) and six (6) months, and, once determined, shall remain unchanged

during the applicable Interest Period, except for changes to reflect adjustments

in the Eurodollar Reserve Percentage and the Applicable Margin pursuant to

Section 2.3(g) hereof.

"Eurodollar Rate" means, for any Interest Period, an interest rate per

annum equal to (a) the rate per annum (rounded upwards, if necessary, to the

nearest 1/100 of 1%) appearing on Telerate Page 3750 (or any successor page) as

the London interbank offered rate for deposits in U.S. dollars at 11:00 A.M.

(London time) or as soon thereafter as possible, two Business Days before the

first day of such Interest Period for a period equal to such Interest Period

(provided that, if for any reason such rate is not available, the term

"Eurodollar Rate" means, for any

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Interest Period for any Eurodollar Advance, the rate per annum (rounded upwards,

if necessary, to the nearest 1/100 of 1%) appearing on Reuters Screen LIBO Page

as the London interbank offered rate for deposits in U.S. Dollars at

approximately 11:00 A.M. (London time) or as soon thereafter as possible, two

Business Days prior to the first day of such Interest Period for a term

comparable to such Interest Period; provided if more than one rate is specified

on Reuters Screen LIBO Page, the applicable rate shall be the arithmetic mean of

all such rates), or (b) if such rate is for any reason not available, the rate

per annum equal to the rate at which the U.S. Administrative Agent or its

designee is offered U.S. Dollar deposits at or about 11:00 A.M. (London time)

two Business Days prior to the beginning of such Interest Period in the

interbank Eurodollar market for delivery on the first day of such Interest

Period for the number of days comprised therein and in the amount requested to

be outstanding.

"Eurodollar Reserve Percentage" for any Interest Period, means the reserve

percentage applicable two Business Days before the first day of such Interest

Period under regulations issued from time to time by the Board of Governors of

the Federal Reserve System (or any successor) for determining the maximum

reserve requirement (including, without limitation, any emergency, supplemental

or other marginal reserve requirement) for a member bank of the Federal Reserve

System in New York City with respect to liabilities or assets consisting of or

including Eurocurrency Liabilities (or with respect to any other category of

liabilities that includes deposits by reference to which the interest rate on

Eurodollar Advances is determined) having a term equal to such Interest Period.

"Event of Default" means any of the events specified in Section 8.1,

provided that any requirement for notice or lapse of time or both has been

satisfied.

"Excess Cash Flow" means, for any Measuring Period, based on the audited

financial statements for such Measuring Period required to be provided under

Section 6.2 hereof, the remainder, if any, without duplication, of (a) the sum

of (i) EBITDA for such Measuring Period plus (ii) the net decrease in Working

Capital of the U.S. Borrower and its Subsidiaries during such Measuring Period

plus the amount by which rental amortization exceeds cash purchases of Rental

Items minus (b) the sum of the following: (i) cash Capital Expenditures by the

U.S. Borrower and its Subsidiaries during such Measuring Period (other than such

Capital Expenditures to the extent funded from the Net Proceeds of a Disposition

or a Casualty Event); (ii) cash purchases of Rental Items, to the extent that

the value of such Rental Items, net of rental amortization, is greater than

zero; (iii) cash taxes paid by the U.S. Borrower and its Subsidiaries during

such Measuring Period; (iv) the aggregate Interest Expense, and amortized fees,

costs and expenses associated with the early extinguishment of Indebtedness,

paid in cash of the U.S. Borrower and its Subsidiaries during such Measuring

Period, including the portion of any payments made in respect of Capitalized

Lease Obligations allocable to Interest Expense, (v) principal repayments in

respect of Indebtedness for Money Borrowed (other than Revolving Loans), of the

U.S. Borrower and its Subsidiaries on a consolidated basis during such Measuring

Period (for purposes of this definition, `principal' shall include the principal

component of payments for such period in respect of Capitalized Lease

Obligations), (vi) any Permitted Acquisition or any Permitted Investment under

Sections 7.5(g), (h), (l), (m) (n), (o), (p) or (q) to the extent actually paid

in cash and not funded with the proceeds of Indebtedness or the issuance of any

Equity Interests of the U.S. Borrower and its Subsidiaries, (vii) the net

increase in Working Capital of the U.S. Borrower and its Subsidiaries during

such Measuring Period and

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(viii) any Restricted Payments permitted hereunder to the extent actually paid

in cash and not funded with the proceeds of Indebtedness or the issuance of any

Equity Interests of the U.S. Borrower and its Subsidiaries.

"Exchange Act" means the Securities Exchange Act of 1934, as it may be

amended, and any successor act thereto.

"Exchange Equivalent" means, on any date, relative to any amount (the

"Original Amount") expressed in either Canadian Dollars or U.S. Dollars (the

"Original Currency"), the amount expressed in the other currency which would be

required to buy the Original Amount of the Original Currency using the noon spot

rate exchange for Canadian interbank transactions applied in converting the

other currency into the Original Currency published by the Bank of Canada for

such date.

"Excluded Disposition" means any and all of the following Dispositions

made in the ordinary course of its business (as reasonably determined by the

board of directors of the U.S. Borrower):

(a) Disposition of inventory or obsolete, damaged, worn out or

surplus property;

(b) Dispositions of all or substantially all of its assets (i) of

any U.S. Subsidiary to the U.S. Borrower or any U.S. Subsidiary Guarantor,

so long as the First Priority security interests in the Collateral shall

remain in full force and effect and perfected (to at least the same extent

as in effect immediately prior to such Disposition) and (ii) by any

Foreign Subsidiary of the U.S. Borrower to the U.S. Borrower or any Wholly

Owned Subsidiary of the U.S. Borrower;

(c) leases of fee properties and other real property owned in fee

and subleases of leased property; provided, that in the case of any lease

of property subject to a Mortgage, such lease shall be subject to the

provisions of the applicable Mortgage;

(d) the payment of Restricted Payments permitted under Section 7.6;

(e) Permitted Investments permitted under Section 7.5; and

(f) licenses or sublicenses by the U.S. Borrower or any of its

Subsidiaries of software, Intellectual Property and general intangibles

and leases, licenses or subleases of other property in the ordinary course

of business and which do not materially interfere with the business of

U.S. Borrower or any such Subsidiary to the extent not prohibited under

any Loan Document.

"Existing Notes" is defined in the recital of the parties to this

Agreement.

"Existing Notes Indenture" means that certain base indenture, dated as of

January 25, 2002, as supplemented by that certain first supplemental indenture,

dated as of December 18, 2002, under which the Existing Notes were issued, among

Target, Hollywood Management Company and BNY Western Trust Company, as trustee.

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"Federal Funds Rate" means, as of any date, the weighted average of the

rates on overnight federal funds transactions with the members of the Federal

Reserve System arranged by federal funds brokers, as published for such day (or,

if such day is not a Business Day, for the next preceding Business Day) by the

Federal Reserve Bank of New York, or, if such rate is not so published for any

day which is a Business Day, the average of the quotations for such day on such

transactions received by the U.S. Administrative Agent or its Affiliate from

three (3) federal funds brokers of recognized standing selected by the U.S.

Administrative Agent or its Affiliate.

"Fee Letter" means that certain letter agreement, dated as of January 9,

2005, between the U.S. Borrower and the U.S. Administrative Agent.

"Filing Agent" is defined in Section 3.1(a)(ix).

"Filing Statements" is defined in Section 3.1(a)(ix).

"Financial Condition and Solvency Certificate" means a certificate,

substantially in the form set forth in Exhibit I attached hereto, signed by the

chief financial officer of the U.S. Borrower, together with any schedules,

exhibits or annexes appended thereto.

"First Priority" means, with respect to any Lien purported to be created

in any Collateral pursuant to any Security Document, that such Lien senior to

all other Liens to which such Collateral is subject, other than Permitted Liens.

"Fiscal Quarter" means the period ending three months after the end of the

Fiscal Year and each three month period thereafter.

"Fiscal Year" means any 365 day period (or 366 day period for any leap

year) ending on the first Sunday following December 30; references to a Fiscal

Year with a number corresponding to any calendar year (e.g., the "2005 Fiscal

Year") refer to the Fiscal Year ending on the first Sunday following December 30

of such calendar year.

"Fixed Charge Coverage Ratio" means, as of the close of any Fiscal

Quarter, the ratio computed for the period consisting of such Fiscal Quarter and

each of the three immediately preceding Fiscal Quarters of:

(a) the sum of (i) EBITDAR (for such period) minus (ii) cash Capital

Expenditures for such period (other than such Capital Expenditures to the

extent funded from the Net Proceeds of a Disposition or a Casualty Event);

to

(b) the sum (for such period) of (i) the aggregate Interest Expense

paid in cash of the U.S. Borrower and its Subsidiaries during such period,

including the portion of any cash payments made in respect of Capitalized

Lease Obligations allocable to Interest Expense less any cash interest

income received during such period, (ii) scheduled principal repayments in

respect of Indebtedness for Money Borrowed, of the U.S. Borrower and its

Subsidiaries on a consolidated basis during such period (for purposes of

this definition, `principal' shall include the principal component of cash

payments for

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such period in respect of Capitalized Lease Obligations), (iii) any cash

repurchases of Equity Interests during such period permitted under Section

7.9, (iv) Rent for such period, (v) all income taxes actually paid in cash

by the U.S. Borrower and its Subsidiaries during such period, and (vi) all

Restricted Payments in the form of dividends (other than dividends paid in

respect of common stock of the U.S. Borrower as permitted under Section

7.6) actually paid in cash by the U.S. Borrower and its Subsidiaries

during such period;

provided that in the event the applicable four-Fiscal-Quarter period would

include any period of time prior to the Closing Date, the amounts referred to in

clause (b)(i) above shall be determined, for the purposes of this definition, on

an Annualized Basis.

"Foreign Subsidiary" means any Subsidiary of a Loan Party which is

organized under the laws of any jurisdiction outside of the United States of

America.

"GAAP" is defined in Section 1.3.

"Governmental Authority" means any nation or government, any state,

province, city, municipal entity or other political subdivision thereof, and any

governmental, executive, legislative, judicial, administrative or regulatory

agency, department, authority, instrumentality, commission, board, bureau or

similar body, whether federal, state, provincial, territorial, local or foreign.

"Governmental Authorization" means any authorization, approval, consent,

franchise, license, covenant, order, ruling, permit, certification, exemption,

notice, declaration or similar right, undertaking or other action of, to or by,

or any filing, qualification or registration with, any Governmental Authority.

"Granting Lender" is defined in Section 12.5(h).

"Guarantors" means, collectively, the U.S. Borrower Guarantor and the

Subsidiary Guarantors.

"Hazardous Material" means

(a) any "hazardous substance", as defined by CERCLA or any other

Environmental Laws;

(b) any "hazardous waste", as defined by the Resource Conservation

and Recovery Act, as amended; or

(c) any pollutant or contaminant or hazardous, dangerous or toxic

chemical, material or substance (including any petroleum product) within

the meaning of any other applicable federal, state or local law,

regulation, ordinance or requirement (including consent decrees and

administrative orders) relating to or imposing liability or standards of

conduct concerning any hazardous, toxic or dangerous waste, substance or

material, all as amended.

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"Hedge Agreements" means interest rate, commodity or currency swap, cap or

collar agreements, future or option contracts and other hedging agreements

(including, without limitation, all "swap agreements" as defined in 11 U.S.C.

ss. 101).

"Hedging Liabilities" means, with respect to the Canadian Administrative

Agent, in its capacity as a party to a Secured Hedge Agreement, at any date of

calculation, an amount equal to the aggregate of all amounts that would be owing

to it by the Canadian Borrower under all Hedge Agreements if those agreements

were terminated on the date of calculation. Unless netting or setting off is not

permitted as a result of the operation of law or judicial authority, "Hedging

Liabilities" shall equal the amount so determined after netting or setting off

any amounts which might be owing under the Hedge Agreements by the Canadian

Administrative Agent, in its capacity as a party to a Secured Hedge Agreement,

to the Canadian Borrower on that date. If netting or setting off is not

permitted as a result of the operation of law or judicial authority, "Hedging

Liabilities" shall equal the amount owing by the Canadian Borrower to the

Canadian Administrative Agent, in its capacity as a party to a Secured Hedge

Agreement, under all Hedge Agreements without netting or setting off any amounts

which might be owing under the Hedge Agreements by it to the Canadian Borrower

on that date.

"Hedge Bank" means any Lender Party or Affiliate of a Lender Party in its

capacity as a party to a Secured Hedge Agreement.

"Holdings" is defined in the recital of the parties to this Agreement.

"HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976,

as amended.

"Impermissible Qualification" means any qualification or exception to the

opinion or certification of any independent public accountant as to any

financial statement of the U.S. Borrower (a) which is of a "going concern" or

similar nature; (b) which relates to the limited scope of examination of matters

relevant to such financial statement; or (c) which relates to the treatment or

classification of any item in such financial statement and which, as a condition

to its removal, would require an adjustment to such item the effect of which

would be to cause a Default.

"Incremental Facility" shall have the meaning assigned thereto in Section

2.1(f).

"Incremental Facility Loans" means, collectively, the amount advanced by

certain of the U.S. Lenders to the U.S. Borrower under the Incremental Facility.

"Indebtedness" of any Person means:

(a) all obligations of such Person for borrowed money or advances

and all obligations of such Person evidenced by bonds, debentures, notes

or similar instruments;

(b) all obligations, contingent or otherwise, relative to the face

amount of all letters of credit, whether or not drawn, and banker's

acceptances issued for the account of such Person;

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(c) all Capitalized Lease Obligations of such Person;

(d) for purposes of Section 8.1(n) only, all other items which, in

accordance with GAAP, would be included as liabilities on the balance

sheet of such Person as of the date at which Indebtedness is to be

determined;

(e) net liabilities of such Person under all Hedge Agreements;

(f) whether or not so included as liabilities in accordance with

GAAP, all obligations of such Person to pay the deferred purchase price of

property or services excluding trade accounts payable in the ordinary

course of business which are not overdue for a period of more than 90 days

or, if overdue for more than 90 days, as to which a dispute exists and

adequate reserves in conformity with GAAP have been established on the

books of such Person, and Indebtedness secured by (or for which the holder

of such Indebtedness has an existing right, contingent or otherwise, to be

secured by) a Lien on property owned or being acquired by such Person

(including Indebtedness arising under conditional sales or other title

retention agreements), whether or not such Indebtedness shall have been

assumed by such Person or is limited in recourse to such Lien; provided,

however, that if such Indebtedness is limited in recourse, the amount of

such Indebtedness shall, for purposes of this clause (f) equals the lesser

of the amount of the face amount of such Indebtedness or the fair market

value of the assets to which such Indebtedness has recourse;

(g) obligations arising under Synthetic Leases;

(h) Indebtedness of such Person (including any partnership in which

such Person is a general partner and any unincorporated joint venture in

which such Person is a joint venturer) to the extent such Person would be

liable therefor under applicable law or any agreement or instrument by

virtue of such Person's ownership interest in or other relationship with

such entity, except to the extent the terms of such Indebtedness provide

that such person shall not be liable therefor; and

(i) all Contingent Liabilities of such Person.

"Indebtedness for Money Borrowed" means, with respect to any Person,

Indebtedness for money borrowed and Indebtedness represented by notes payable

and drafts accepted representing extensions of credit, all obligations evidenced

by bonds, debentures, notes or other similar instruments, all Indebtedness upon

which interest charges are customarily paid, all Capitalized Lease Obligations,

all reimbursement obligations with respect to outstanding letters of credit, all

Indebtedness issued or assumed as full or partial payment for property or

services (other than trade payables arising in the ordinary course of business,

but only if and so long as such accounts are payable on customary trade terms),

whether or not any such notes, drafts, obligations or Indebtedness represent

Indebtedness for money borrowed, and all Indebtedness of the sort listed above

of any other Person (including any partnership in which such Person is general

partner and any unincorporated joint venture in which such Person is a joint

venturer) to the extent such Person would be liable therefor under any

Applicable Law or any agreement or instrument by virtue of such Person's

ownership interests in or other relationship with such entity, except to the

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extent the terms of such Indebtedness provide that such Person shall not be

liable therefor; and, without duplication, Contingent Liabilities in respect of

any of the foregoing. For purposes of this definition, interest which is accrued

but not paid on the scheduled due date for such interest shall be deemed

Indebtedness for Money Borrowed.

"Indemnified Costs" shall have the meaning ascribed to it in Section 9.11

hereof.

"Indemnitee" shall have the meaning ascribed to it in Section 5.11 hereof.

"Initial U.S. Issuing Bank", "Initial Canadian Issuing Bank", "Initial

U.S. Lender Parties", "Initial Canadian Lender Parties", "Initial U.S. Lenders"

and "Initial Canadian Lenders" each is defined in the recital of parties to this

Agreement.

"Initial Issuing Banks" means, collectively, the Initial U.S. Issuing

Banks and the Initial Canadian Issuing Banks.

"Initial Lender Parties" means, collectively, the Initial U.S. Lender

Parties and the Initial Canadian Lender Parties.

"Initial Lenders" means, collectively, the Initial U.S. Lenders and the

Initial Canadian Lenders.

"Initial Maturity Date" means the earliest of (a) April 27, 2010, (b) the

date on which the payment of all outstanding Obligations shall be due (whether

by acceleration or otherwise) and (c) solely with respect to the Revolving

Commitments, the Revolving Loans, the Swing Line Commitment, the Swing Line

Loans, the Letters of Credit, the Letter of Credit Commitment and the Letter of

Credit Loans, the date of termination in whole or reduction to zero of the

Revolving Commitments pursuant to Section 2.7 or 2.8.

"Interco Subordination Agreement" means the Intercompany Subordination

Agreement, substantially in the form of Exhibit K hereto, executed and delivered

by two or more Loan Parties pursuant to the terms of this Agreement, as amended,

supplemented, amended and restated or otherwise modified from time to time.

"Interest Coverage Ratio" means, as of the close of any Fiscal Quarter,

the ratio computed for the period consisting of such Fiscal Quarter and each of

the three immediately preceding Fiscal Quarters of:

(a) EBITDA (for such period)

to

(b) Interest Expense (for such period);

provided that in the event the applicable four-Fiscal-Quarter period would

include any period of time prior to the Closing Date, the amounts referred to in

clause (b) above shall be determined, for the purposes of this definition, on an

Annualized Basis.

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"Interest Expense" means, for any applicable period, the aggregate

interest expense (both accrued and paid without duplication), of the U.S.

Borrower and its Subsidiaries for such period, including the portion of any

payments made in respect of Capitalized Lease Obligations allocable to interest

expense (but in any event excluding amortized fees, costs and expenses of the

U.S. Borrower and its Subsidiaries in connection with the Transactions and

amortized fees, costs and expenses associated with the early extinguishment of

Indebtedness); provided that, if any Permitted Acquisition is made in any

Measuring Period, such Permitted Acquisition shall be deemed, for purposes of

this definition, to have been made on the first day of such Measuring Period and

any Indebtedness incurred and/or assumed in connection with such Permitted

Acquisition shall be deemed, for purposes of this definition, to have been

incurred on the first day of such Measuring Period.

"Interest Period" means (a) in connection with any Base Rate Advance or

Canadian Prime Rate Advance, as the case may be, the period beginning on the

date such Advance is made or deemed continued and ending on the last Business

Day of the calendar quarter in which such Advance is made or deemed continued,

provided that, if a Base Rate Advance or Canadian Prime Rate Advance, as

applicable, is made or deemed continued on the last day of any calendar quarter,

it shall have an Interest Period ending on, and its Payment Date shall be, the

last day of the following calendar quarter, (b) in connection with any

Eurodollar Advance, the term of such Advance selected by the relevant Borrower

or otherwise determined in accordance with this Agreement (including, without

limitation, the definition of "Eurodollar Basis") and (c) in connection with any

Canadian BA or Acceptance Note, the period beginning on (and including) the date

on which such Canadian BA is accepted or rolled over pursuant to Section 2.2(e)

or such Acceptance Note is issued pursuant to Section 2.2(f)(iii) and continuing

to (but excluding) the date which is approximately 30, 60, 90 or 180 days

thereafter as the Canadian Borrower may select in its relevant notice pursuant

to Section 2.2(e) or (f). Notwithstanding the foregoing, however, (i) any

applicable Interest Period which would otherwise end on a day which is not a

Business Day shall be extended to the next succeeding Business Day unless, with

respect to Eurodollar Advances only, such Business Day falls in another calendar

month, in which case such Interest Period shall end on the next preceding

Business Day, (ii) any applicable Interest Period, with respect to Eurodollar

Advances only, which begins on a day for which there is no numerically

corresponding day in the calendar month during which such Interest Period is to

end shall (subject to clause (i) above) end on the last day of such calendar

month, and (iii) no Interest Period shall extend beyond the Initial Maturity

Date with respect to Interest Periods applicable to Revolving Loans and Term A

Loans, the Maturity Date with respect to Interest Periods applicable to the Term

B Loans or such earlier date as would interfere with the relevant Borrower's

repayment obligations hereunder. Interest shall be due and payable with respect

to any Advance as provided in Section 2.3 hereof.

"Interest Rate Basis" means the Base Rate Basis, Canadian Prime Rate

Advance, Canadian BA Rate Basis or the Eurodollar Basis, as appropriate.

"Investment" means, relative to any Person, (a) any loan, advance or

extension of credit made by such Person to any other Person, including the

purchase by such Person of any bonds, notes, debentures or other debt securities

of any other Person, (but excluding, however, commission, travel and similar

advances to officers and employees of such Person made in the ordinary course of

business), (b) Contingent Liabilities of such Person incurred with respect to

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Indebtedness of any other Person, (c) capital contributions or purchases (or

other acquisitions for consideration) of Indebtedness, Equity Interests or other

securities, (d) payments in respect of tax savings or liabilities made by such

Person to or for the benefit of any other Person with whom such Person files a

consolidated tax return which are not reimbursed by such other Person and (e)

any other items that are or would be classified as investments on a balance

sheet prepared in accordance with GAAP. The amount of any Investment shall be

the original principal or capital amount thereof less all returns of principal

or equity thereon and shall, if made by the transfer or exchange of property

other than cash, be deemed to have been made in an original principal or capital

amount equal to the fair market value of such property at the time of such

Investment.

"IP Security Agreements" means, collectively, each (i) U.S. Borrower

Patent Security Agreement duly executed and delivered by the U.S. Borrower to

the U.S. Administrative Agent substantially in the form of Exhibit A to the U.S.

Borrower Pledge and Security Agreement, (ii) U.S. Borrower Trademark Security

Agreement duly executed and delivered by the U.S. Borrower to the U.S.

Administrative Agent substantially in the form of Exhibit B to the U.S. Borrower

Pledge and Security Agreement, (iii) U.S. Borrower Copyright Security Agreement

duly executed and delivered by the U.S. Borrower to the U.S. Administrative

Agent substantially in the form of Exhibit C to the U.S. Borrower Pledge and

Security Agreement, (iv) Canadian Borrower Patent Security Agreement duly

executed and delivered by the Canadian to the Canadian Administrative Agent

substantially in the form of Exhibit A to the Canadian Borrower Pledge and

Security Agreement, (v) Canadian Borrower Trademark Security Agreement duly

executed and delivered by the Canadian Borrower to the Canadian Administrative

Agent substantially in the form of Exhibit B to the Canadian Borrower Pledge and

Security Agreement, (vi) Canadian Borrower Copyright Security Agreement duly

executed and delivered by the Canadian Borrower to the Canadian Administrative

Agent substantially in the form of Exhibit C to the Canadian Borrower Pledge and

Security Agreement, (vii) U.S. Subsidiary Patent Security Agreement duly

executed and delivered by a U.S. Subsidiary to the U.S. Administrative Agent,

substantially in the form of Exhibit A to the U.S. Subsidiary Pledge and

Security Agreement, (viii) U.S. Subsidiary Trademark Security Agreement duly

executed and delivered by a U.S. Subsidiary to the U.S. Administrative Agent,

substantially in the form of Exhibit B to the U.S. Subsidiary Pledge and

Security Agreement, (ix) U.S. Subsidiary Copyright Security Agreement duly

executed and delivered by a U.S. Subsidiary to the U.S. Administrative Agent,

substantially in the form of Exhibit C to the U.S. Subsidiary Pledge and

Security Agreement, (x) Canadian Subsidiary Patent Security Agreement duly

executed and delivered by a Canadian Subsidiary to the Canadian Administrative

Agent, substantially in the form of Exhibit A to the Canadian Subsidiary Pledge

and Security Agreement, (xi) Canadian Subsidiary Trademark Security Agreement

duly executed and delivered by a Canadian Subsidiary to the Canadian

Administrative Agent, substantially in the form of Exhibit B to the Canadian

Subsidiary Pledge and Security Agreement and (xii) Canadian Subsidiary Copyright

Security Agreement duly executed and delivered by a Canadian Subsidiary to the

Canadian Administrative Agent, substantially in the form of Exhibit C to the

Canadian Subsidiary Pledge and Security Agreement.

"Issuing Banks" means, collectively, the U.S. Issuing Bank and the

Canadian Issuing Bank.

"Joint Venture Entity" is defined in Section 7.5(l).

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"L/C Collateral Account" means, collectively, the U.S. L/C Collateral

Account and the Canadian L/C Collateral Account.

"L/C Disbursement" means, collectively, the U.S. L/C Disbursement and the

Canadian L/C Disbursement.

"L/C Related Documents" is defined in Section 2.4(e)(ii)(A).

"Lead Arranger" means Wachovia Capital Markets, LLC.

"Lender Parties" means, collectively, the U.S. Lender Parties and the

Canadian Lender Parties.

"Lenders" means the Initial Lenders and each Person that shall become a

Lender hereunder pursuant to Section 12.5 for so long as such Initial Lender or

Person, as the case may be, shall be a party to this Agreement.

"Letter of Credit Agreement" is defined in Section 2.2(j)(i).

"Letters of Credit" means, collectively, U.S. Letters of Credit and the

Canadian Letters of Credit.

"Letters of Credit Commitments" means, collectively, U.S. Letters of

Credit Commitments and the Canadian Letters of Credit Commitments.

"Letter of Credit Loans" means, collectively, the U.S. Letter of Credit

Loans and the Canadian Letter of Credit Loans.

"Leverage Ratio" means, as of the last day of any Fiscal Quarter, the

ratio of

(a) Total Debt outstanding on the last day of such Fiscal Quarter

minus cash and Cash Equivalents on hand to the extent such cash and Cash

Equivalents are not subject to any Lien (except for Permitted Liens);

to

(b) EBITDA computed for the period consisting of such Fiscal Quarter

and each of the three immediately preceding Fiscal Quarters.

"License Agreement" means that certain License Agreement and Product

Support Agreement, each dated January 25, 2001, by and between Boards, Inc. and

Target.

"Lien" means, with respect to any property, any mortgage, lien, pledge,

assignment, charge, security interest, title retention agreement, levy,

execution, seizure, attachment, garnishment or other similar encumbrance of any

kind in respect of such property, whether created by statute, contract, the

common law or otherwise, and whether or not choate, vested or perfected.

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"Loan Documents" means this Agreement, each Note, the Security Documents,

each Letter of Credit Agreement, each Canadian BA, all legal opinions issued by

counsel to each Loan Party, any reliance letters issued with respect to legal

opinions, the Fee Letter, all Requests for Advances, and all other material

documents, agreements and certificates executed or delivered in connection with

or contemplated by this Agreement.

"Loan Parties" means, collectively, U.S. Loan Parties and the Canadian

Loan Parties.

"Loans" means, collectively, the Revolving Loans, the Swing Line Loans,

all Canadian BA, the Letter of Credit Loans and the Term Loans and, if the

Incremental Facility is effected, any Incremental Facility Loans made under the

Incremental Facility. References herein to the "principal amount" of a Loan

shall, when referring to a Canadian BA, mean the face amount thereof.

"Majority Canadian Lenders" means, at any time, Canadian Revolving Lenders

owed or holding at least a majority in interest of the sum, without duplication,

of (a) the aggregate principal amount of the Canadian Revolving Loans

outstanding at such time, (b) the aggregate Available Amount of all Canadian

Letters of Credit outstanding at such time and (c) the aggregate Unused Canadian

Revolving Commitments at such time; provided that if any Canadian Revolving

Lender shall be a Defaulting Lender at such time, there shall be excluded from

the determination of Majority Canadian Revolving Lenders at such time (i) the

aggregate principal amount of the Canadian Revolving Loans owing to such Lender

(in its capacity as a Canadian Revolving Lender) and outstanding at such time,

(ii) such Canadian Lender's Pro Rata Share of the aggregate Available Amount of

all Canadian Letters of Credit outstanding at such time and (iii) the Unused

Canadian Revolving Commitment of such Lender at such time. For purposes of this

definition, the aggregate principal amount of (x) Canadian Swing Line Loans, (y)

Canadian Letter of Credit Loans owing to the Canadian Issuing Bank and (z) the

Available Amount of each Canadian Letter of Credit shall be deemed "owed to" the

Canadian Revolving Lenders ratably in accordance with their respective Canadian

Revolving Commitments.

"Majority Lenders" means, at any time, Lenders owed or holding at least a

majority in interest of the sum, without duplication, of (a) the aggregate

principal amount of the Loans outstanding at such time, (b) the aggregate

Available Amount of all Letters of Credit outstanding at such time and (c) the

aggregate Unused Revolving Commitments at such time; provided that if any Lender

shall be a Defaulting Lender at such time, there shall be excluded from the

determination of Majority Lenders at such time (i) the aggregate principal

amount of the Loans owing to such Lender (in its capacity as a Lender) and

outstanding at such time, (ii) such Lender's Pro Rata Share of the aggregate

Available Amount of all Letters of Credit outstanding at such time and (iii) the

Unused Revolving Commitment of such Lender at such time. For purposes of this

definition, the aggregate principal amount of (x) Swing Line Loans, (y) Letter

of Credit Loans owing to the relevant Issuing Bank and (z) the Available Amount

of each Letter of Credit shall be deemed "owed to" the Revolving Lenders ratably

in accordance with their respective Revolving Commitments.

"Majority Term A Lenders" means, at any time, Term A Lenders owed or

holding at least a majority in interest of the sum, without duplication, of the

aggregate principal amount of the Term A Loans outstanding at such time;

provided that if any Term A Lender shall be a

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Defaulting Lender at such time, there shall be excluded from the determination

of Majority Term A Lenders at such time the aggregate principal amount of the

Term A Loans owing to such Term A Lender (in its capacity as a Term A Lender)

and outstanding at such time.

"Majority Term B Lenders" means, at any time, Term B Lenders owed or

holding at least a majority in interest of the sum, without duplication, of the

aggregate principal amount of the Term B Loans outstanding at such time;

provided that if any Term B Lender shall be a Defaulting Lender at such time,

there shall be excluded from the determination of Majority Term B Lenders at

such time the aggregate principal amount of the Term B Loans owing to such Term

B Lender (in its capacity as a Term B Lender) and outstanding at such time.

"Majority U.S. Revolving Lenders" means, at any time, U.S. Revolving

Lenders owed or holding at least a majority in interest of the sum, without

duplication, of (a) the aggregate principal amount of the U.S. Revolving Loans

outstanding at such time, (b) the aggregate Available Amount of all U.S. Letters

of Credit outstanding at such time and (c) the aggregate Unused U.S. Revolving

Commitments at such time; provided that if any U.S. Revolving Lender shall be a

Defaulting Lender at such time, there shall be excluded from the determination

of Majority U.S. Revolving Lenders at such time (i) the aggregate principal

amount of the U.S. Revolving Loans owing to such Lender (in its capacity as a

U.S. Revolving Lender) and outstanding at such time, (ii) such U.S. Lender's Pro

Rata Share of the aggregate Available Amount of all U.S. Letters of Credit

outstanding at such time and (iii) the Unused U.S. Revolving Commitment of such

Lender at such time. For purposes of this definition, the aggregate principal

amount of (x) U.S. Swing Line Loans, (y) U.S. Letter of Credit Loans owing to

the U.S. Issuing Bank and (z) the Available Amount of each U.S. Letter of Credit

shall be deemed "owed to" the U.S. Revolving Lenders ratably in accordance with

their respective U.S. Revolving Commitments.

"Mark to Market Exposure" means, in connection with Canadian Borrower's

liability under any Hedge Agreement to which the Canadian Administrative Agent

is a party to a Secured Hedge Agreement, as at the Measurement Date, the "Early

Termination Amount" that would be payable by the Canadian Borrower under such

Hedge Agreement as though such day was an "Early Termination Date" and the

"Transaction" was a "Terminated Transaction" in accordance with the payment

measures provided for in Section 6(e)(i) of the 2002 ISDA Master Agreement as

published by the International Swaps and Derivatives Association, Inc., as

amended or replaced from time to time. For the purposes of this Agreement, such

liability shall be expressed in the Canadian $ Equivalent as at the end of any

such month. Furthermore, the amount of such liability shall be established by

the Canadian Administrative Agent, as a party to the Hedge Agreement, in good

faith after consultation with the relevant counterparties to such Hedge

Agreements who themselves shall determine same in accordance with the

aforementioned payment measures.

"Material Adverse Change" means a material adverse change or any

condition, fact, event or development that has resulted or could reasonably be

expected to result in a material adverse change in the business, results of

operations, or financial condition, assets, liabilities or prospects of (a) the

U.S. Borrower and Target and their respective Subsidiaries taken as a whole

after giving pro forma effect to the Transactions, or (b) solely for the

purposes of Section 3.1(h), Target and its Subsidiaries as a whole both before

and after giving effect to the Transactions.

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"Material Adverse Effect" means any material adverse effect upon (a) the

business, results of operations, or financial condition, assets, liabilities or

prospects of the U.S. Borrower and its Subsidiaries taken as a whole, or (b) the

binding nature, validity, or enforceability of this Agreement, any Notes, and

the other Loan Documents or upon the ability of the U.S. Borrower and its

Subsidiaries to perform the payment obligations or other material obligations

under this Agreement or any other Loan Document, or upon the value of the

Collateral, taken as a whole or upon the rights, benefits or interests of the

Lender Parties in and to the Loans or the rights of the Administrative Agents

and the Lenders in the Collateral taken as a whole; in either case, whether

resulting from any single act, omission, situation, status, event or

undertaking, or taken together with other such acts, omissions, situations,

statuses, events or undertakings.

"Material Subsidiary" means, at any time, any Subsidiary (a) that has

assets with an aggregate book value greater than 5% of the consolidated assets

of the U.S. Borrower and its Subsidiaries, as determined on the last day of the

then most recently ended Fiscal Quarter for which financial statements have been

delivered pursuant to Section 6.1 and Section 6.2, or (b) that accounts for 5%

or more of EBITDA, as determined for the period of the four Fiscal Quarters

ended on the last day of the most recently ended Fiscal Quarter for which

financial statements have been delivered pursuant to Section 6.1 and Section 6.2

(such calculation to be made, in the case of any such Subsidiary acquired or

formed after the first day of such period, on a pro forma basis as if such

Subsidiary had been acquired or formed on the first day of such period), or (c)

the inclusion of which as a Material Subsidiary is necessary in order that the

aggregate book value of the assets of the U.S. Borrower and the Material

Subsidiaries be at least 85% of (A) the book value of U.S. Borrower and its

Subsidiaries, taken as a whole, and (B) EBITDA, in each case, as determined on

the last day of the most recently ended Fiscal Quarter for which financial

statements have been delivered pursuant to Section 6.1 and Section 6.2 (such

calculation to be made, in the case of any such Subsidiary acquired or formed

after the first day of such period, on a pro forma basis as if such Subsidiary

had been acquired or formed on the first day of such period), or (d) that the

U.S. Borrower or any of its Subsidiaries has incurred Indebtedness in connection

therewith pursuant to Section 7.1 in an aggregate amount in excess of

$5,000,000.

"Material Transaction Documents" means each of the Merger Agreement, each

Other Debt Document and each other material agreement related to the

Transactions (other than the Loan Documents), in each case as amended,

supplemented, amended and restated or otherwise modified from time to time in

accordance with this Agreement.

"Maturity Date" means the earlier of (a) April 27, 2011, and (b) such

earlier date on which the payment of all outstanding Obligations shall be due

(whether by acceleration or otherwise).

"Measuring Period" means, (a) with respect to the 2005 Fiscal Year, the

period from the Closing Date to the end of such Fiscal Year and (b) with respect

to each other Fiscal Year, the period from the beginning of such Fiscal Year to

the end of such Fiscal Year.

"Measurement Date" means the last Business Day of the prior calendar month

or such other date as the Canadian Administrative Agent may determine, acting

reasonably upon providing written notice to the Canadian Borrower.

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"Merger" is defined in the recital of the parties to this Agreement.

"Merger Agreement" is defined in the recital of the parties to this

Agreement.

"Merger Agreement Event" means any breach of any term or provision of the

Merger Agreement, any other claim of the Loan Parties or their respective

Subsidiaries under the Merger Agreement or otherwise arising out of the Target

Acquisition or the Merger.

"Moody's" means Moody's Investors Service, Inc. and any successor thereto.

"Mortgage" is defined in Section 5.10.

"Net Income" means, for any period, the aggregate of all amounts which

would be included as net income on the consolidated financial statements of the

U.S. Borrower and its Subsidiaries for such period as determined in accordance

with GAAP.

"Net Proceeds" means, with respect to any Disposition, any Casualty Event,

any Merger Agreement Event, the incurrence or issuance of any Indebtedness for

Money Borrowed, or the sale or issuance of any Equity Interests in any Person,

the aggregate amount of cash received from time to time (whether as initial

consideration or through payment or disposition of deferred consideration) by or

on behalf of such Person for its own account in connection with any such

transaction, after deducting therefrom (without duplication) only:

(a) reasonable and customary brokerage commissions, appraisal fees,

underwriting fees and discounts, legal fees, accounting fees, finder's

fees and other similar fees and commissions and reasonable and customary

printing expenses and, solely in the case of any sale, lease, transfer or

other disposition of any property or assets, other reasonable and

customary costs and expenses incurred in connection with such sale, lease,

transfer or other disposition, in each case under this clause (a) to the

extent, but only to the extent, that the amounts so deducted are actually

paid (i) at the time of the receipt of such cash or (ii) if later, within

ninety (90) days after the consummation of such transaction (based on such

Person's reasonable estimate of the aggregate amount of all such

commissions, discounts, fees, costs and expenses therefor at the time of

the consummation of such transaction) and, in each case, only to the

extent accrued (and not reversed) in accordance with GAAP;

(b) the amount of taxes payable in connection with or as a result of

such transaction to the extent, but only to the extent, that the amounts

so deducted are actually paid at the time of receipt of such cash or, so

long as such Person is not otherwise indemnified therefor, are reserved

for in accordance with GAAP at the time of receipt of such cash based upon

such Person's reasonable estimate of such taxes;

(c) in the case of any Disposition, the outstanding principal amount

of, the premium or penalty, if any, on, and any accrued and unpaid

interest and premium (to the extent accrued (and not reversed) in

accordance with GAAP), on, any Indebtedness (other than the Indebtedness

under or in respect of the Loan Documents) that is secured by a Lien on

the property and assets subject to such sale, lease, transfer or other

disposition and is required to be repaid under the terms thereof as a

result of such sale, lease, transfer

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or other disposition, in each case under this clause (c) to the extent,

but only to the extent, that the amounts so deducted are actually paid;

and

(d) amounts provided as a reserve, in accordance with GAAP, against

any liabilities under any indemnification obligations or purchase price

adjustments associated with any Disposition or any liabilities retained by

the U.S. Borrower or any of its Subsidiaries associated with the assets

sold in such Disposition (provided, that, to the extent and at the time

any such amounts are released from such reserve, such amounts shall

constitute Net Proceeds);

provided that, notwithstanding any of the foregoing provisions of this

definition, any and all amounts so deducted by any such Person pursuant to

clauses (a) through (d) of this definition shall be properly attributable to the

transaction or Casualty Event or to the property or assets that are the subject

thereof and shall be payable solely to one or more Persons that are not

Affiliates of such Person or of any of the Loan Parties or any Affiliate of any

of the Loan Parties.

"Notes" means, collectively, the U.S. Revolving Notes, the Canadian

Revolving Notes, the Swingline Notes and the Term Notes.

"Notice of Issuance" is defined in Section 2.2(j)(i).

"Notices of Renewal" means, collectively, the U.S. Notice of Renewal and

the Canadian Notice of Renewal.

"Notices of Termination" means, collectively, the U.S. Notice of

Termination and the Canadian Notice of Termination.

"Notional BA Proceeds" means, relative to a particular Canadian Loan by

way of Canadian BA, the aggregate face amount of such Canadian BA less the

aggregate of:

(a) a discount from the aggregate face amount of such Canadian BA

calculated in accordance with normal market practice based on the Canadian

BA Rate for the term of such Canadian BA; and

(b) an acceptance fee calculated at the rate per annum, on the basis

of a year of 365 days or 366 days, as the case may be, equal to the

Applicable Canadian BA Stamping Fee on the face amount of such Canadian BA

for its term, being the actual number of days in the period commencing on

the date of acceptance by such Lender of such Canadian BA and continuing

to (but excluding) the maturity date of such Canadian BA, such acceptance

fee to be non-refundable and fully earned when due.

"Obligations" means, collectively, the U.S. Obligations and the Canadian

Obligations.

"OFAC" shall mean the U.S. Department of the Treasury's Office of Foreign

Assets Control.

"Organic Document" means, relative to any Loan Party, as applicable, its

certificate of incorporation, by laws, certificate of partnership, partnership

agreement, certificate of formation,

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limited liability agreement, operating agreement, constating documents, and all

shareholder agreements, voting trusts and similar arrangements applicable to any

of such Loan Party's Equity Interests.

"Other Debt Documents" means, collectively, each of the loan agreements,

indentures, note purchase agreements, promissory notes, guarantees and other

instruments and agreements evidencing the terms of any Indebtedness constituting

or evidenced by, as the case may be, any Pari Passu Debt, Subordinated Debt or

any Permitted Seller Notes, in each case, in form and substance satisfactory to

the U.S. Administrative Agent and as amended, supplemented, amended and restated

or otherwise modified in accordance with this Agreement.

"Other Permitted Dispositions" means each of the following:

(a) substantially like-kind exchanges of real property or equipment;

(b) any Disposition in connection with a sale-leaseback transaction

permitted under Section 7.12; and

(c) Dispositions of VHS inventory.

"Other Taxes" is defined in Section 2.14(b).

"Pari Passu Debt" means any unsecured senior Indebtedness of the U.S.

Borrower incurred in connection with the financing of the Target Acquisition or

the Refinancing (including the Tender Offer and the Merger), whether in respect

of the Senior Notes, the Bridge Loans or any other Indebtedness issued in

exchange or substitution therefor pursuant to the terms thereof.

"Patriot Act" means the Uniting and Strengthening America by Providing

Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub.

L. 107-56, signed into law October 26, 2001.

"Payment Date" means, with respect to any Advance, the last day of any

Interest Period and the date of payment in full of such Advance.

"PBGC" means the Pension Benefit Guaranty Corporation and any Person

succeeding to any or all of its functions under ERISA.

"Perfection Certificate" means the Perfection Certificate executed and

delivered by an Authorized Signatory of each Loan Party that is a party to a

Security Document pursuant to Section 3.1(a)(viii) or Section 5.13(a),

substantially in the form of Exhibit H hereto, as amended, supplemented, amended

and restated or otherwise modified from time to time.

"Performance Certificate" means a certificate of an executive officer of

the U.S. Borrower as to its financial performance, in substantially the form

attached hereto as Exhibit E.

"Permitted Acquisition" means an Acquisition (whether pursuant to an

acquisition of Equity Interests, assets or otherwise) by the U.S. Borrower or

any of its Subsidiaries from any Person of a business in which the following

conditions are satisfied:

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(a) immediately before and after giving effect to such Acquisition

no Default shall have occurred and be continuing or would result therefrom

(including under Section 5.2);

(b) such Acquisition is consummated pursuant to a negotiated merger,

amalgamation, purchase or similar agreement between the U.S. Borrower

and/or any of its Subsidiaries, on the one hand, and such Person and/or

any of its Affiliates, on the other hand;

(c) in the case of an Acquisition of all or substantially all of the

Equity Interests or assets of another Person in an aggregate amount

exceeding $20,000,000, the most recent available audited and unaudited

financial statements of such Person, in either case, in conformity with

GAAP consistently applied shall be delivered to the U.S. Administrative

Agent; and

(d) in the case of all such Acquisitions, the cash consideration for

which is in excess of (x) $5,000,000, individually, or (y) $15,000,000 in

the aggregate since the Closing Date or, thereafter, since the date the

last such Performance Certificate reflecting compliance with the covenants

set forth in Section 7.13 was delivered, the U.S. Borrower shall have

delivered to the U.S. Administrative Agent a Performance Certificate for

the period of four full Fiscal Quarters immediately preceding such

Acquisition (prepared in good faith and in a manner and using such

methodology which is consistent with the most recent financial statements

delivered pursuant to Sections 6.1 and 6.2) giving pro forma effect to the

consummation of such Acquisition and evidencing compliance with the

covenants set forth in Section 7.13; provided that, with respect to each

such calculation, the U.S. Borrower may elect not to include the pro forma

EBITDA for any Permitted Acquisition, the consideration for which is less

than $5,000,000, so long as the aggregate pro forma EBITDA of such

Permitted Acquisition would be positive.

"Permitted Acquisition Indebtedness" shall mean (i) Indebtedness acquired

or assumed by either Borrower or any of its Subsidiaries in connection with a

Permitted Acquisition, provided that such Indebtedness existed at the time of

such Permitted Acquisition and was not created in connection therewith or in

contemplation thereof and (ii) Seller Notes issued in connection with a

Permitted Acquisition.

"Permitted Holders" means J.T. Malugen, H. Harrison Parrish, any senior

executive officer of the U.S. Borrower on the date hereof and their respective

estates, spouses, and lineal descendants, and their legal representatives of any

of the foregoing, and the trustees of any bona fide trusts of which any of the

foregoing are the sole beneficiaries and grantors, or any corporation, limited

partnership, limited liability company and similar entity, a majority of the

voting Equity Interests of which is owned by any of the foregoing.

"Permitted Investments" means Investments permitted to be made under

Section 7.5 hereof.

"Permitted Liens" means each of the following:

(a) Liens securing the Obligations;

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(b) Liens in favor of carriers, warehousemen, mechanics, materialmen

and landlords granted in the ordinary course of business for amounts not

overdue or being diligently contested in good faith by appropriate

proceedings and for which adequate reserves in accordance with GAAP shall

have been set aside on its books;

(c) Liens incurred or deposits made in the ordinary course of

business in connection with worker's compensation, unemployment insurance

or other forms of governmental insurance or benefits, or to secure

performance of tenders, statutory obligations, bids, leases or other

similar obligations (other than for borrowed money) entered into in the

ordinary course of business or to secure obligations on surety and appeal

bonds or performance bonds;

(d) judgment Liens in existence for less than 45 days after the

entry thereof or with respect to which execution has been stayed or the

payment of which is covered in full (subject to a customary deductible) by

insurance maintained with responsible insurance companies and which do not

otherwise result in an Event of Default under Section 8.1(h);

(e) easements, rights-of-way, zoning restrictions, minor defects or

irregularities in title and other similar encumbrances not interfering in

any material respect with the value or use of the property to which such

Lien is attached;

(f) Liens for Taxes, assessments or other governmental charges or

levies not at the time delinquent or thereafter payable without penalty or

being diligently contested in good faith by appropriate proceedings and

for which adequate reserves in accordance with GAAP shall have been set

aside on its books; and

(g) Liens consisting of rights of set-off of a customary nature or

bankers' liens on amount of deposit, whether arising by contract or

operation of law, incurred in the ordinary course of business so long as

such deposits are not intended as collateral for any obligation.

"Permitted Pro Forma Adjustments" as applied to any Person acquired after

the Closing Date means, as of any date of determination, the actual results of

operations of such Person for the period of 12 months ended nearest to the date

of determination, if such Person has been acquired pursuant to a Permitted

Acquisition (and any related Indebtedness had been incurred in connection

therewith) on the first day of such 12-month period, as adjusted to reflect

verifiable and adequately documented severance payments and reductions in office

and employee compensation, insurance expenses, interest expense, rental expense

and other overhead expense that will be or were realized effective upon

completion of such Acquisition and, for all Acquisitions in any Fiscal Year,

excluding from the calculation of EBITDA transaction expenses and other

quantifiable expenses which are not anticipated to be incurred on an on-going

basis following such Acquisition, in each case provided that such pro forma

adjustments are reasonably acceptable to the applicable Administrative Agent.

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"Person" means an individual, corporation, limited liability company,

association, partnership, joint venture, trust or estate, an unincorporated

organization, a government or any agency or political subdivision thereof, or

any other entity.

"PPSA" means the Personal Property Security Act, as in effect from time to

time in Ontario, Alberta, Saskatchewan, Manitoba, British Columbia, Northwest

Territories and Nova Scotia, as applicable, as amended, supplemented, restated

and superceded, in whole or in part, from time to time; provided that, if the

attachment, perfection or priority of the Canadian Secured Parties' security in

respect of any Collateral governed by the laws of any other jurisdiction, PPSA

shall mean those other laws for the purposes hereof relating to the attachment,

perfection or priority in respect of such Collateral.

"Proceeding" is defined in clause (a) of Section 5.11.

"Pro Rata Share" of any amount means, with respect to any Revolving Lender

at any time, the product of such amount times a fraction the numerator of which

is the amount of such Lender's relevant Revolving Commitment at such time (or,

if such Revolving Commitments shall have been terminated or reduced to zero

pursuant to Section 2.7, 2.8 or 8.2, such Lender's relevant Revolving Commitment

as in effect immediately prior to such termination) and the denominator of which

is the aggregate relevant Revolving Commitments at such time (or, if such

Revolving Commitments shall have been terminated or reduced to zero pursuant to

Section 2.7, 2.8 or 8.2, the aggregate relevant Revolving Commitments as in

effect immediately prior to such termination).

"Refinancing" is defined in the recital of the parties to this Agreement.

"Register" shall have the meaning set forth in Section 12.5(c) hereof.

"Release" means a "release", as such term is defined in CERCLA.

"Relevant Percentage" means the lesser of (a) 105%, (b) at the end of

every calendar month, 101% and (c) a percentage equal to or greater than 100%,

but less than 105%, as determined by the Canadian Administrative Agent in its

sole discretion and notified to the Canadian Borrower one day prior to such

determination becoming effective, in each case, based on a determination made by

the Canadian Administrative Agent in accordance with its customary banking

practice for determining currency exchange rates, which shall be conclusive and

binding on the Borrowers absent manifest error.

"Rent" means, with respect to any period, rental payments under operating

leases of real property, personal property or a mix of real and personal

property of the U.S. Borrower and its Subsidiaries on a consolidated basis which

were deducted in determining Net Income during such period.

"Rental Items" means videotapes, video discs (regardless of format), video

games, audiotapes and related equipment to the extent that such items were

acquired by the U.S. Borrower or any of its Subsidiaries for sale or rental to

their customers or are held by the U.S. Borrower or such Subsidiary for sale or

rental to their customers.

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"Replacement Date" is defined in Section 2.15.

"Replacement Lender" is defined in Section 2.15.

"Request for Advance" means a certificate designated as a "Request for

Advance," signed by an Authorized Signatory of the relevant Borrower requesting

an Advance hereunder, which shall be in substantially the form of Exhibit B-1 or

Exhibit B-2, as the case may be, attached hereto and shall, among other things,

(a) specify the date of the Advance, which shall be a Business Day, the amount

of the Advance, the Type of Advance, the Type of Loans consisting of such

Advance, and, with respect to a Eurodollar Advance, the Interest Period selected

by the relevant Borrower, (b) state that no Default has occurred and is

continuing, or would result from such Advance or from the application of the

proceeds therefrom, and (c) as to an Advance made under the Swing Line

Commitment, the maturity date of such Advance (which maturity date shall be no

later than the fifth Business Day after the requested date of such Advance).

"Restricted Payment" means the declaration or payment of any dividend

(other than dividends payable solely in Equity Interests of the U.S. Borrower or

any of its Subsidiaries) on, or the making of any payment or distribution on

account of, or setting apart assets for a sinking or other analogous fund for,

the purchase, redemption, defeasance, retirement or other acquisition of any

class of Equity Interests of the U.S. Borrower or any of its Subsidiaries or any

warrants or options to purchase any such Equity Interests, whether now or

hereafter outstanding, or the making of any other distribution in respect

thereof, either directly or indirectly, whether in cash or property, obligations

of the U.S. Borrower or any its Subsidiaries or otherwise.

"Retiring Lender" is a Lender that ceases to be a Lender hereunder

pursuant to Section 2.15.

"Revolving Commitments" means, collectively, the U.S. Revolving Loan

Commitments and the Canadian Revolving Loan Commitments.

"Revolving Lender" means any Lender with a Revolving Commitment.

"Revolving Loans" means, collectively, the U.S. Revolving Loans and the

Canadian Revolving Loans.

"Revolving Loan Outstandings" means the aggregate of the U.S. Revolving

Loan Outstandings and the Canadian Revolving Loan Outstandings.

"S&P" means Standard & Poor's Ratings Services, a division of The

McGraw-Hill Companies, Inc., and any successor thereto.

"Sanctioned Country" means a country that is subject to a sanctions

program identified on the list maintained by OFAC and available at

http://www.treas.gov/offices/eotffc/ofac/sanctions/index.html, or as otherwise

published from time to time as such program may be applicable to such agency,

organization or person.

"Sanctioned Entity" means (i) an agency of the government of, (ii) an

organization directly or indirectly controlled by, or (iii) a person resident

in, a Sanctioned Country.

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"Sanctioned Person" means a person named on the list of Specially

Designated Nationals or Blocked Persons maintained by OFAC available at

http://www.treas.gov/offices/eotffc/ofac/sdn/index.html, or as otherwise

published from time to time.

"SEC" means the Securities and Exchange Commission.

"Secured Hedge Agreement" means any Hedge Agreement that is entered into

by and between any Loan Party and any Hedge Bank and that is secured by the

Security Documents.

"Secured Parties" means, collectively, the U.S. Secured Parties and the

Canadian Secured Parties.

"Securities Exchange Act" means the Securities Exchange Act of 1934, as

amended, and the rules and regulations promulgated thereunder.

"Security Documents" means the U.S. Borrower Pledge and Security

Agreement, the U.S. Subsidiary Pledge and Security Agreement, the U.S.

Subsidiary Guaranty, the Canadian Borrower Pledge and Security Agreement, the

Canadian Subsidiary Pledge and Security Agreement, the Canadian Subsidiary

Guaranty, the provisions of Article XI of this Agreement, the Mortgages, the

Aircraft Security Agreement, each IP Security Agreement, each Control Agreement,

any other agreement or instrument providing collateral for the Obligations (or

perfection and/or control over such collateral) whether now or hereafter in

existence, and any filings, instruments, agreements, and documents related to

the foregoing or to this Agreement, and providing each Administrative Agent, for

itself and for the ratable benefit of the relevant Secured Parties, with

Collateral for the Obligations.

"Security Interest" means all Liens in favor of each Administrative Agent,

for itself and for the ratable benefit of the relevant Secured Parties, created

hereunder or under any of the Security Documents to secure the Obligations.

"Senior Notes" is defined in the recital of the parties to this Agreement.

"Senior Notes Offering" is defined in the recital of the parties to this

Agreement.

"Seller Notes" means any unsecured notes issued by either Borrower or any

of its Subsidiaries to the seller (or any Affiliate thereof), and any earn-out

obligations incurred by either Borrower or any of its Subsidiaries (whether or

not evidenced by a note), in connection with a Permitted Acquisition, which

Indebtedness is subject to subordination provisions and other non-pricing terms

reasonably acceptable to the relevant Administrative Agent.

"Solvent" and "Solvency" means, with respect to any Person on a particular

date, that on such date (a) the fair value of the property of such Person is

greater than the total amount of liabilities, including, without limitation,

contingent liabilities, of such Person, (b) the present fair saleable value of

the assets of such Person is not less than the amount that will be required to

pay the probable liability of such Person on its debts as they become absolute

and matured, (c) such Person does not intend to, and does not believe that it

will, incur debts or liabilities beyond such Person's ability to pay such debts

and liabilities as they mature and (d) such Person is not

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engaged in business or a transaction, and is not about to engage in business or

a transaction, for which such Person's property would constitute an unreasonably

small capital. The amount of contingent liabilities at any time shall be

computed as the amount that, in the light of all the facts and circumstances

existing at such time, represents the amount that can reasonably be expected to

become an actual or matured liability.

"Subordinated Debt" means any Indebtedness (including, without limitation,

the Seller Notes) incurred by any Credit Party which by its terms is expressly

subordinated in right of payment to the prior payment of the Obligations and

contains subordination and other terms reasonably acceptable to the U.S.

Administrative Agent.

"Subordination Provisions" is defined in clause (r) of Section 8.1.

"Subsidiary" means, as applied to any Person, (a) any corporation of which

more than fifty percent (50%) of the outstanding stock (other than directors'

qualifying shares) having ordinary voting power to elect its board of directors,

regardless of the existence at the time of a right of the holders of any class

or classes of securities of such corporation to exercise such voting power by

reason of the happening of any contingency, or any partnership of which more

than fifty percent (50%) of the outstanding partnership interests, is at the

time owned directly or indirectly by such Person, or by one or more Subsidiaries

of such Person, or by such Person and one or more Subsidiaries of such Person,

or (b) any other entity which is directly or indirectly controlled or capable of

being controlled by such Person, or by one or more Subsidiaries of such Person,

or by such Person and one or more Subsidiaries of such Person. "Subsidiaries" as

used herein, unless otherwise indicated, means all Subsidiaries of the U.S.

Borrower (including without limitation, the Canadian Borrower and its

Subsidiaries). Upon and following the time of the Target Acquisition and for

purposes of the representations and warranties set forth in Article IV as of the

Closing Date, Target and its Subsidiaries shall be deemed to be Subsidiaries of

the U.S. Borrower for purposes of this Agreement.

"Subsidiary Guaranties" means, collectively, the U.S. Subsidiary Guaranty

and the Canadian Subsidiary Guaranty.

"Subsidiary Guarantors" means, collectively, the U.S. Subsidiary

Guarantors and the Canadian Subsidiary Guarantors.

"Swing Line Commitments" means, collectively, the U.S. Swing Line

Commitments and the Canadian Swing Line Commitments.

"Swing Line Lenders" means, collectively, the U.S. Swing Line Lenders and

the Canadian Swing Line Lenders.

"Swing Line Loans" means, collectively, the U.S. Swing Line Loans and the

Canadian Swing Line Loans.

"Swing Line Notes" means, collectively, the Canadian Swing Line Notes and

the U.S. Swing Line Notes.

"Syndication Agent" is defined in the recital of parties to this

Agreement.

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"Synthetic Lease" means, as applied to any Person, any lease (including

leases that may be terminated by the lessee at any time) of any property

(whether real, personal or mixed) (a) that is not a capital lease in accordance

with GAAP and (b) in respect of which the lessee retains or obtains ownership of

the property so leased for federal income Tax purposes, other than any such

lease under which that Person is the lessor.

"Target" is defined in the recital of the parties to this Agreement.

"Target Acquisition" is defined in the recital of the parties to this

Agreement.

"Target EBITDA" means, for any period of determination, for Target and its

Subsidiaries on a consolidated basis, Net Income (exclusive of any non-cash

gains or losses, gains and losses from Disposition and gains and losses from

Hedge Agreements) for such period, plus, to the extent deducted or accrued (and

not reversed) in determining Net Income, the sum of each of the following for

such period (without duplication): (a) depreciation, amortization, and other

non-cash charges, (b) income tax expense, (c) Interest Expense and (d) cash

merger expenses in an amount not to exceed $9,400,000 for the term of this

Agreement.

"Target Refinancing" is defined in the recital of the parties to this

Agreement.

"Tax Act" shall mean the Income Tax Act (Canada), as amended, and any

successor thereto, and any regulations promulgated thereunder.

"Taxes" is defined in Section 2.14(a).

"Tender Offer" is defined in the recital of the parties to this Agreement.

"Tender Offer Closing Date" is defined in the recital of the parties to

this Agreement.

"Term A Commitment" means, with respect to any Term A Lender at any time,

the amount set forth opposite such Lender's name on Schedule III hereto under

the caption "Term A Commitment" or, if such Lender has entered into one or more

Assignment and Acceptances, set forth for such Lender in the Register maintained

by the U.S. Administrative Agent pursuant to Section 12.5(c).

"Term A Facility" means, at any time, the aggregate amount of the Term A

Loans at such time.

"Term A Lender" means any Lender that has a Term A Commitment.

"Term A Loans" means, collectively, the amounts advanced by the Term A

Lenders to the U.S. Borrower in an aggregate amount of $95,000,000, as set forth

on Schedule III attached hereto.

"Term A Notes" means those certain term promissory notes in the aggregate

original principal amount of $95,000,000, one issued to each of the Term A

Lenders listed on Schedule III hereto that requests a promissory note, by the

U.S. Borrower in the amount of each of such Lender's Term A Loan to the U.S.

Borrower, each one substantially in the form of

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Exhibit A-3 attached hereto, and any extensions, modifications, renewals,

endorsements or replacements of or amendments to any of the foregoing.

"Term B Commitment" means, with respect to any Term B Lender at any time,

the amount set forth opposite such Lender's name on Schedule III hereto under

the caption "Term B Commitment" or, if such Lender has entered into one or more

Assignment and Acceptances, set forth for such Lender in the Register maintained

by the U.S. Administrative Agent pursuant to Section 12.5(c).

"Term B Facility" means, at any time, the aggregate amount of the Term B

Loans at such time.

"Term B Lender" means any Lender that has a Term B Commitment.

"Term B Loans" means, collectively, the amounts advanced by the Term B

Lenders to the U.S. Borrower in an aggregate amount of up to $700,000,000, as

set forth on Schedule III attached hereto.

"Term B Notes" means those certain term promissory notes in the aggregate

original principal amount of $700,000,000, one issued to each of the Term B

Lenders listed on Schedule III hereto that requests a promissory note, by the

U.S. Borrower in the amount of each of such Lender's Term B Loan to the U.S.

Borrower, each one substantially in the form of Exhibit A-4 attached hereto, and

any extensions, modifications, renewals, endorsements or replacements of or

amendments to any of the foregoing.

"Term Facility" means the Term A Facility or the Term B Facility.

"Term Loans" means, collectively, the Term A Loans and the Term B Loans.

"Term Notes" means, collectively, the Term A Notes and the Term B Notes.

"Termination Date" means the date on which all Obligations have been paid

in full in cash, all Letters of Credit have been terminated or expired (or been

cash collateralized), all Secured Hedge Agreements have been terminated and all

Commitments shall have terminated.

"Total Debt" means, on any date, the outstanding principal amount of all

Indebtedness of the U.S. Borrower and its Subsidiaries of the type referred to

in (a) clause (a) of the definition of "Indebtedness" (which, in the case of the

Loans, shall be deemed to equal the Loans outstanding on or immediately

preceding the date of determination), (b) clause (b) of the definition of

"Indebtedness" (which, in the case of Letter of Credit outstandings shall be

deemed to equal the Letter of Credit outstandings on or immediately preceding

the date of determination), other than (x) trade letters of credit and banker's

acceptances in respect of trade accounts payable of the type described in clause

(f) of the definition of Indebtedness and (y) letters of credit for the account

of the U.S. Borrower or any Subsidiary, as the case may be, that provide

security for workers' compensation claims, payment obligations in connection

with self-insurance or similar requirements in the ordinary course of business,

(c) clause (c) of the definition of "Indebtedness" (d) clause (g) of the

definition of "Indebtedness", and (e) clause (h) of the definition of

"Indebtedness" in each case (in the case of the foregoing clauses (a) through

(e)), exclusive of

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intercompany Indebtedness between the U.S. Borrower and its Subsidiaries and

including, but without duplication, any Contingent Liability in respect of any

of the foregoing.

"Transactions" is defined in the recital of the parties to this Agreement.

"Type" refers to the distinction (a) among Advances bearing interest at

the Base Rate, the Eurodollar Rate and the Canadian Prime Rate, (b) among the

Revolving Loans, the Swing Line Loans, Canadian BA, the Letter of Credit Loans,

the Term A Loans and the Term B Loans, (c) among the U.S. Loans and the Canadian

Loans or (d) among the Revolving Commitment, the Swing Line Commitment and the

Letter of Credit Commitment.

"Uniform Commercial Code" or "UCC" means the Uniform Commercial Code as

the same may from time to time be in effect in the State of New York or the

Uniform Commercial Code (or similar code or statute) of another jurisdiction, to

the extent it may be required to apply to any item or items of Collateral.

"Unused Canadian Revolving Commitment" means, with respect to any Canadian

Lender at any time, an amount equal to (a) such Canadian Lender's Canadian

Revolving Commitment at such time minus (b) such Canadian Lender's Canadian

Revolving Loan Outstandings.

"Unused Revolving Commitment" means, (a) with respect to any Canadian

Lender at any time, the Unused Canadian Revolving Commitment, (b) with respect

to any U.S. Lender at any time, the Unused U.S. Revolving Commitment and (c) for

all other purposes, the aggregate of the Unused U.S. Revolving Commitment minus

the aggregate of the Canadian Revolving Loan Outstandings.

"Unused U.S. Revolving Commitment" means, with respect to any U.S. Lender

at any time, an amount equal to (a) such U.S. Lender's U.S. Revolving Commitment

at such time, plus such U.S. Lender's U.S. Commitment issued under the

Incremental Facility (if any) minus (b) such U.S. Lender's U.S. Revolving Loan

Outstandings.

"U.S. Administrative Agent" is defined in the recital of the parties to

this Agreement.

"U.S. Administrative Agent's Account" means the account of the U.S.

Administrative Agent maintained by the U.S. Administrative Agent at its office

at 201 South College Street, Charlotte, North Carolina 28288, Account No.

5000000064203, Attention: Agency Services, or such other account as the U.S.

Administrative Agent shall specify in writing to the Lender Parties.

"U.S. Advance" means the aggregate amount advanced by the Lenders to the

U.S. Borrower under any Type of U.S. Commitment pursuant to Article 2 hereof on

the occasion of any borrowing.

"U.S. Borrower" is defined in the recital of parties to this Agreement.

"U.S. Borrower Guarantor" is defined in Section 11.1.

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"U.S. Borrower Pledge and Security Agreement" means that certain U.S.

Borrower Pledge and Security Agreement of even date herewith between the U.S.

Borrower and the U.S. Administrative Agent, substantially in the form of Exhibit

G-1 attached hereto.

"U.S. Borrower Refinancing" is defined in the recital of the parties to

this Agreement.

"U.S. Closing Date Certificate" means the closing date certificate

executed and delivered by the U.S. Borrower and Target pursuant to the terms of

this Agreement, substantially in the form of Exhibit C-1 hereto.

"U.S. Commitment" means the Term A Commitment, the Term B Commitment, the

U.S. Revolving Commitment, the U.S. Swing Line Commitment, U.S. the Letter of

Credit Commitment and any other commitment issued after the Closing Date

pursuant to Section 2.1(f) hereof.

"U.S. Dollars" or "$" means the basic unit of the lawful currency of the

United States of America.

"U.S. $ Equivalent" means the Exchange Equivalent in U.S. Dollars of any

amount of Canadian Dollars.

"U.S. Issuing Bank" means the Initial U.S. Issuing Bank and any assignee

to which a U.S. Letter of Credit Commitment hereunder has been assigned pursuant

to Section 12.5 so long as each such assignee expressly agrees to perform in

accordance with their terms all of the obligations that by the terms of this

Agreement are required to be performed by it as the U.S. Issuing Bank and

notifies the U.S. Administrative Agent of the amount of its U.S. Letter of

Credit Commitment (which information shall be recorded by the U.S.

Administrative Agent in the Register), for so long as the U.S. Initial Issuing

Bank or assignee, as the case may be, shall have a U.S. Letter of Credit

Commitment.

"U.S. L/C Collateral Account" means an interest bearing cash collateral

account to be established and maintained by the U.S. Administrative Agent, over

which the U.S. Administrative Agent shall have sole dominion and First Priority

control, upon terms as may be satisfactory to the U.S. Administrative Agent.

"U.S. L/C Disbursement" means a payment or disbursement made by the U.S.

Issuing Bank pursuant to a U.S. Letter of Credit.

"U.S. Lender Parties" means, collectively, any U.S. Lender and the U.S.

Issuing Bank.

"U.S. Lenders" means each Lender with a U.S. Commitment or a U.S. Loan.

"U.S. Letter of Credit" is defined in Section 2.1(e)(i).

"U.S. Letter of Credit Commitment" means, with respect to the U.S. Issuing

Bank, an initial amount equal to $30,000,000 or, if the U.S. Issuing Bank has

entered into one or more Assignment and Acceptances, set forth for the U.S.

Issuing Bank in the Register maintained by the U.S. Administrative Agent

pursuant to Section 12.5(c) as the U.S. Issuing Bank's "U.S.

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Letter of Credit Commitment", as such amount may be reduced from time to time

pursuant to Sections 2.7 and 2.8.

"U.S. Letter of Credit Loan" means a funding made by the U.S. Issuing Bank

or any U.S. Revolving Lender pursuant to Section 2.2(j)(ii).

"U.S. Loan Parties" means, collectively, the U.S. Borrower, the U.S.

Borrower Guarantor and each U.S. Subsidiary Guarantor.

"U.S. Loans" means, collectively, the U.S. Revolving Loans and the Term

Loans.

"U.S. Multiemployer Plan" means a "multiemployer plan" as defined in

Section 4001(a)(3) of ERISA.

"U.S. Notice of Renewal" is defined in Section 2.1(e)(i).

"U.S. Notice of Termination" is defined in Section 2.1(e)(i).

"U.S. Obligations" means (a) all payment and performance obligations of

every kind, nature and description of the U.S. Loan Parties, and any other

obligors to the Lender Parties, Affiliates of the Lender Parties under or in

connection with Secured Hedge Agreements, the Administrative Agents, or any of

them, under this Agreement and the other Loan Documents (including any Letter of

Credit commissions, interest, fees and other charges on the Loans or otherwise

under the Loan Documents that would accrue but for the filing of a bankruptcy

action with respect to any such U.S. Loan Party, or any such other obligor,

whether or not such claim is allowed in such bankruptcy action), as they may be

amended from time to time, or as a result of making the Loans, whether such

obligations are direct or indirect, absolute or contingent, due or not due,

contractual or tortious, liquidated or unliquidated, arising by operation of law

or otherwise, now existing or hereafter arising, including the Incremental

Facility Loans, if any, and (b) the obligation to pay an amount equal to the

amount of any and all damages which the Lender Parties, the Administrative

Agents, or any of them, may suffer by reason of a breach by any U.S. Loan Party,

or any other obligor, of any obligation, covenant or undertaking with respect to

this Agreement or any other Loan Document.

"U.S. Pension Plan" means a "pension plan", as such term is defined in

Section 3(2) of ERISA, which is subject to Title IV of ERISA (other than a U.S.

Multiemployer Plan), and to which the U.S. Borrower or any corporation, trade or

business that is, along with the U.S. Borrower, a member of a Controlled Group,

has liability (actual or contingent), including any liability by reason of

having been a substantial employer within the meaning of Section 4063 of ERISA

at any time during the preceding five years, or by reason of being deemed to be

a contributing sponsor under Section 4069 of ERISA.

"U.S. Pledge and Security Agreements" means, collectively, the U.S.

Borrower Pledge and Security Agreement and the U.S. Subsidiary Pledge and

Security Agreement.

"U.S. Revolving Commitment" means, with respect to any U.S. Revolving

Lender at any time, the amount set forth opposite such Lender's name on Schedule

III hereto under the caption "U.S. Revolving Commitment" or, if such U.S. Lender

has entered into one or more Assignment

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and Acceptances, set forth for such U.S. Lender in the Register maintained by

the U.S. Administrative Agent pursuant to Section 12.5(c) as such U.S. Lender's

"Revolving Commitment", as such amount may be reduced from time to time pursuant

to Sections 2.7 and 2.8.

"U.S. Revolving Lender" means a U.S. Lender that has a U.S. Revolving

Commitment.

"U.S. Revolving Loans" means, collectively, the amount advanced by the

U.S. Revolving Lenders to the U.S. Borrower under the U.S. Revolving Commitment,

not to exceed the aggregate amount of the U.S. Revolving Commitments.

"U.S. Revolving Loan Outstandings" means the sum (without double-counting)

of (a) the aggregate principal amount of all U.S. Revolving Loans and U.S.

Letter of Credit Loans made by such U.S. Lender (in its capacity as a U.S.

Lender) and outstanding at such time, (b) the aggregate principal amount of all

Incremental Loans made by such U.S. Lender (in its capacity as a U.S. Lender)

and outstanding at such time and (c) such U.S. Lender's Pro Rata Share of (i)

the aggregate principal amount of all U.S. Swing Line Loans then outstanding,

(ii) the aggregate Available Amount of all U.S. Letters of Credit outstanding at

such time and (iii) the aggregate principal amount of all U.S. Letter of Credit

Loans made by the U.S. Issuing Bank pursuant to Section 2.2(j)(ii) and

outstanding at such time.

"U.S. Revolving Notes" means those certain revolving promissory notes in

the aggregate original principal amount of $75,000,000, one issued by the U.S.

Borrower to each of the U.S. Lenders issuing a U.S. Revolving Commitment that

requests a promissory note, in accordance with each such U.S. Lender's U.S.

Revolving Commitment, each one substantially in the form of Exhibit A-1 attached

hereto, and any extensions, modifications, renewals, endorsements or

replacements of or amendments to any of the foregoing.

"U.S. Secured Parties" means the Agents, the U.S. Lender Parties and the

Hedge Banks that enter into Hedge Agreements with the U.S. Borrower.

"U.S. Subsidiary" means a Subsidiary that is not a Foreign Subsidiary.

"U.S. Subsidiary Guarantor" means each Subsidiary of the U.S. Borrower

(other than any Joint Venture Entity) that has executed and delivered to the

U.S. Administrative Agent a U.S. Subsidiary Guaranty.

"U.S. Subsidiary Guaranty" shall mean, collectively, that certain U.S.

Subsidiary Guaranty of even date herewith in favor of the U.S. Administrative

Agent, for itself and for the ratable benefit of the U.S. Secured Parties, given

by each of the U.S. Borrower (other than (x) any Joint Venture Entity and (y)

each Canadian Subsidiary and each other Foreign Subsidiary of the U.S. Borrower

if such Foreign Subsidiary's guaranty of the U.S. Obligations would result in

material adverse tax effect to the U.S. Borrower), substantially in the form of

Exhibit F-1 attached hereto, and any similar guaranty delivered pursuant to

Section 5.13 hereof.

"U.S. Subsidiary Pledge and Security Agreement" means, collectively, that

certain U.S. Subsidiary Pledge and Security Agreement of even date herewith

between each of the U.S. Borrower's Subsidiaries (other than (x) any Joint

Venture Entity and (y) each Canadian

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Subsidiary and each other Foreign Subsidiary of the U.S. Borrower if such

Foreign Subsidiary's pledge of its assets to secure the U.S. Obligations would

result in material adverse tax effect to the U.S. Borrower), on the one hand,

and the U.S. Administrative Agent, on the other hand, substantially in the form

of Exhibit G-2 attached hereto, and any similar security agreement delivered

pursuant to Section 5.13 hereof.

"U.S. Swing Line Commitment" means an amount equal to the lesser of (a)

$20,000,000 and (b) the aggregate Unused Revolving Commitments.

"U.S. Swing Line Lender" means Wachovia in its capacity as provider of

U.S. Swing Line Loans, or any successor swing line lender hereunder.

"U.S. Swing Line Loans" means, collectively, the amount advanced by the

U.S. Swing Line Lender to the U.S. Borrower under the U.S. Swing Line

Commitment, not to exceed the aggregate amount of the U.S. Swing Line

Commitment.

"U.S. Swing Line Note" means that certain swing line promissory note in

the aggregate original principal amount of $20,000,000, issued by the U.S.

Borrower to the U.S. Swing Line Lender issuing the U.S. Swing Line Commitment,

substantially in the form of Exhibit A-2 attached hereto, and any extensions,

modifications, renewals, endorsements or replacements of or amendments to any of

the foregoing.

"U.S. Welfare Plan" means a "welfare plan", as such term is defined in

Section 3(l) of ERISA.

"Wachovia" is defined in the recital of parties to this Agreement.

"Welfare Plan" means, collectively, the U.S. Welfare Plans and the

Canadian Welfare Plans.

"Wholly Owned Subsidiary" of any Person means a Subsidiary of such Person

all of the outstanding capital stock or other ownership interests of which

(other than directors' qualifying shares) shall at the time be owned by such

Person or by one or more Wholly Owned Subsidiary of such Person or by such

Person and one or more Wholly Owned Subsidiaries of such Person.

"Working Capital" means, on any date, without duplication, the difference

of (a) all assets (other than cash and Cash Equivalents) which, in accordance

with GAAP, would be included as current assets on a consolidated balance sheet

of U.S. Borrower and its Subsidiaries at such date as current assets, excluding

all changes in deferred taxes and changes in taxes payable minus (b) all amounts

which, in accordance with GAAP, would be included as current liabilities (other

than the current portion of long term debt) on a consolidated balance sheet of

U.S. Borrower and its Subsidiaries at such date, excluding current maturities of

Indebtedness and all changes in deferred taxes and income taxes payable.

Section 1.2 Computation of Time Periods; Other Definitional Provisions. In

this Agreement and the other Loan Documents in the computation of periods of

time from a specified date to a later specified date, the word "from" means

"from and including" and the words "to" and "until" each mean "to but

excluding". References in the Loan Documents to any agreement

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or contract "as amended" means and be a reference to such agreement or contract

as amended, amended and restated, supplemented or otherwise modified from time

to time in accordance with its terms. All notices shall be required to be in

writing. Reference to any Person herein shall also be reference to its

successors and assigns.

Section 1.3 Accounting Terms. All accounting terms not specifically

defined herein shall be construed in accordance with generally accepted United

States accounting principles consistent with those applied in the preparation of

the financial statements referred to in Section 4.1(j) ("GAAP").

Section 1.4 Pro Forma Calculations. Notwithstanding anything to the

contrary contained herein, with respect to any pro forma calculation of the

Leverage Ratio, the Interest Coverage Ratio and the Fixed Charge Coverage Ratio

required hereunder, each such calculation shall be made on a pro forma basis as

if the Transactions, any Permitted Acquisition, Disposition, incurrence of

Indebtedness or any other event necessitating such calculation occurred on the

first day of the applicable reporting period (unless otherwise expressly

specified herein) and, in the case of the Transactions and any Permitted

Acquisition, taking into account any Permitted Pro Forma Adjustments; provided

that, with respect to each such calculation, the U.S. Borrower may elect not to

include the pro forma EBITDA for any Permitted Acquisition, the consideration

for which is less than $5,000,000, so long as the aggregate pro forma EBITDA of

such Permitted Acquisition would be positive.

ARTICLE II

LOANS AND LETTERS OF CREDIT

Section 2.1 The Loans and the Letters of Credit. (a) The Revolving Loans.

(i) The U.S. Revolving Lenders agree, severally in accordance with their

respective U.S. Revolving Commitments and not jointly, upon the terms and

subject to the conditions of this Agreement, to lend and re-lend to the U.S.

Borrower, on and after the Closing Date and prior to the Initial Maturity Date,

amounts in U.S. Dollars requested by the U.S. Borrower which, in the aggregate,

do not exceed at any time the aggregate U.S. Revolving Commitments; provided

that no Advance may be made at any time under this Section 2.1(a)(i) in an

amount that shall exceed the aggregate Unused Revolving Commitments at such

time; provided, further, that on the Closing Date, the aggregate Unused

Revolving Commitments shall not be less than $40,000,000. Advances under the

U.S. Revolving Commitment may be repaid and reborrowed as provided in Section

2.2 hereof in order to reborrow Eurodollar Advances for new Interest Periods or

to otherwise effect changes in the Interest Rate Basis applicable to the

Advances hereunder, or otherwise.

(ii) The Canadian Revolving Lenders agree, severally in accordance

with their respective Canadian Revolving Commitments and not jointly, upon

the terms and subject to the conditions of this Agreement, to (x) lend and

re-lend to the Canadian Borrower and/or (y) accept Canadian BA, on and

after the Closing Date and prior to the Initial Maturity Date, in amounts

in Canadian Dollars requested by the Canadian Borrower which, in the

aggregate, do not exceed at any time the aggregate Canadian Revolving

Commitments (calculated at the U.S. $ Equivalent thereof); provided that

no Advance

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may be made at any time under this Section 2.1(a)(ii) in an amount that

shall exceed the aggregate Unused Revolving Commitments at such time

(calculated at the U.S. $ Equivalent thereof); provided, further, that on

the Closing Date, the aggregate Unused Revolving Commitments shall not be

less than $40,000,000 (calculated at the U.S. $ Equivalent thereof).

Advances under the Canadian Revolving Commitment may be repaid and

reborrowed as provided in Section 2.2 hereof in order to reborrow

Eurodollar Advances for new Interest Periods or to otherwise effect

changes in the Interest Rate Basis applicable to the Canadian Advances

hereunder, or otherwise.

(b) The Term A Loans. The Lenders who have Term A Loan Commitments agree,

severally in accordance with their respective Term A Loan percentages as set

forth on Schedule III hereof and not jointly, upon the terms and subject to the

conditions of this Agreement, to lend to the U.S. Borrower, on the Closing Date,

an aggregate amount in U.S. Dollars equal to $95,000,000. After the Closing

Date, the Term A Loans will bear interest at the Eurodollar Basis or the Base

Rate Basis as provided in Section 2.2 hereof. Amounts borrowed under this

Section 2.1(b) and repaid or prepaid may not be reborrowed.

(c) The Term B Loans. The Lenders who have Term B Loan Commitments agree,

severally in accordance with their respective Term B Loan percentages as set

forth on Schedule III hereof and not jointly, upon the terms and subject to the

conditions of this Agreement, to lend to the U.S. Borrower, on the Closing Date,

an aggregate amount in U.S. Dollars equal to $700,000,000. After the Closing

Date, the Term B Loans will bear interest at the Eurodollar Basis or the Base

Rate Basis as provided in Section 2.2 hereof. Amounts borrowed under this

Section 2.1(c) and repaid or prepaid may not be reborrowed.

(d) The Swing Line Loans. (i) The U.S. Swing Line Lender agrees, upon the

terms and subject to the conditions of this Agreement, to lend and re-lend to

the U.S. Borrower, on and after the Closing Date and prior to the Initial

Maturity Date, amounts in U.S. Dollars requested by the U.S. Borrower, which in

the aggregate do not exceed at any time the U.S. Swing Line Commitment; provided

that no Advance may be made at any time under this Section 2.1(d)(i) in an

amount that shall exceed the aggregate Unused Revolving Commitments at such

time; provided, further, that no Advance may be made under this Section

2.1(d)(i) for the purpose of funding the payment of principal of any other

Advance made under the U.S. Swing Line Commitment. Advances under the U.S. Swing

Line Commitment may be repaid and reborrowed as provided in Section 2.2 hereof.

(ii) The Canadian Swing Line Lender agrees, upon the terms and

subject to the conditions of this Agreement, to lend and re-lend to the

Canadian Borrower, on and after the Closing Date and prior to the Initial

Maturity Date, amounts in Canadian Dollars requested by the Canadian

Borrower, which in the aggregate do not exceed at any time the Canadian

Swing Line Commitment; provided that no Advance may be made at any time

under this Section 2.1(d)(ii) in an amount that shall exceed the aggregate

Unused Revolving Commitments at such time; provided, further, that no

Advance may be made under this Section 2.1(d)(ii) for the purpose of

funding the payment of principal of any other Advance made under the

Canadian Swing Line Commitment. Advances under the Canadian Swing Line

Commitment may be repaid and reborrowed as provided in Section 2.2 hereof.

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(e) Letters of Credit. (i) The U.S. Issuing Bank agrees, on the terms and

conditions hereinafter set forth, to issue (or cause any Affiliate that is a

commercial bank to issue on its behalf) standby letters of credit (the "U.S.

Letters of Credit") in U.S. Dollars for the account of the U.S. Borrower or any

of its U.S. Subsidiaries from time to time on any Business Day during the period

from the Closing Date until 30 days before the Initial Maturity Date in an

aggregate Available Amount (A) for all U.S. Letters of Credit not to exceed at

any time the U.S. Letter of Credit Commitment at such time and (B) for each such

U.S. Letter of Credit not to exceed the aggregate Unused Revolving Commitments

at such time. No U.S. Letter of Credit shall have an expiration date (including

all rights of the U.S. Borrower or the beneficiary to require renewal) later

than 30 days before the Initial Maturity Date, but may by its terms be renewable

annually upon written notice (a "U.S. Notice of Renewal") given to the U.S.

Issuing Bank that issued such U.S. Letter of Credit and the U.S. Administrative

Agent on or prior to any date for notice of renewal set forth in such U.S.

Letter of Credit but in any event at least ten Business Days prior to the date

of the proposed renewal of such U.S. Letter of Credit and upon fulfillment of

the applicable conditions set forth in Article 3 unless the U.S. Issuing Bank

has notified the U.S. Borrower (with a copy to the U.S. Administrative Agent) on

or prior to the date for notice of termination set forth in such U.S. Letter of

Credit but in any event at least 30 Business Days prior to the date of automatic

renewal of its election not to renew such U.S. Letter of Credit (a "U.S. Notice

of Termination"); provided that the terms of each U.S. Letter of Credit that is

automatically renewable annually shall (x) require the U.S. Issuing Bank that

issued such U.S. Letter of Credit to give the beneficiary named in such U.S.

Letter of Credit notice of any U.S. Notice of Termination, (y) permit such

beneficiary, upon receipt of such notice, to draw under such U.S. Letter of

Credit prior to the date such U.S. Letter of Credit otherwise would have been

automatically renewed and (z) not permit the expiration date (after giving

effect to any renewal) of such U.S. Letter of Credit in any event to be extended

to a date later than 30 days before the Initial Maturity Date. If either a U.S.

Notice of Renewal is not given by the U.S. Borrower or a U.S. Notice of

Termination is given by the U.S. Issuing Bank pursuant to the immediately

preceding sentence, such U.S. Letter of Credit shall expire on the date on which

it otherwise would have been automatically renewed. Within the limits of the

U.S. Letter of Credit Commitment, and subject to the limits referred to above,

the U.S. Borrower may request the issuance of U.S. Letters of Credit under this

Section 2.1(e)(i), repay any U.S. Letter of Credit Loans resulting from drawings

thereunder pursuant to Section 2.2(j) and request the issuance of additional

U.S. Letters of Credit under this Section 2.1(e)(i). The U.S. Borrower shall be

liable for all obligations in respect of each Letter of Credit issued for the

account of any of its Subsidiaries, including, without limitation, the

obligations to repay any Letter of Credit Loan in respect thereof under Section

2.4(e).

(ii) The Canadian Issuing Bank agrees, on the terms and conditions

hereinafter set forth, to issue (or cause any Affiliate that is a

commercial bank to issue on its behalf) standby letters of credit (the

"Canadian Letters of Credit") in Canadian Dollars for the account of the

Canadian Borrower or any of its Canadian Subsidiaries from time to time on

any Business Day during the period from the Closing Date until 30 days

before the Initial Maturity Date in an aggregate Available Amount (A) for

all Canadian Letters of Credit not to exceed at any time the Canadian

Letter of Credit Commitment at such time and (B) for each such Canadian

Letter of Credit not to exceed the aggregate Unused Revolving Commitments

at such time. No Canadian Letter of Credit shall have an expiration date

(including all rights of the Canadian Borrower or the beneficiary to

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require renewal) later than 30 days before the Initial Maturity Date, but

may by its terms be renewable annually upon written notice (a "Canadian

Notice of Renewal") given to the Canadian Issuing Bank that issued such

Canadian Letter of Credit and the Canadian Administrative Agent on or

prior to any date for notice of renewal set forth in such Canadian Letter

of Credit but in any event at least ten Business Days prior to the date of

the proposed renewal of such Canadian Letter of Credit and upon

fulfillment of the applicable conditions set forth in Article 3 unless the

Canadian Issuing Bank has notified the Canadian Borrower (with a copy to

the Canadian Administrative Agent) on or prior to the date for notice of

termination set forth in such Canadian Letter of Credit but in any event

at least 30 Business Days prior to the date of automatic renewal of its

election not to renew such Canadian Letter of Credit (a "Canadian Notice

of Termination"); provided that the terms of each Canadian Letter of

Credit that is automatically renewable annually shall (x) require the

Canadian Issuing Bank that issued such Canadian Letter of Credit to give

the beneficiary named in such Canadian Letter of Credit notice of any

Canadian Notice of Termination, (y) permit such beneficiary, upon receipt

of such notice, to draw under such Canadian Letter of Credit prior to the

date such Canadian Letter of Credit otherwise would have been

automatically renewed and (z) not permit the expiration date (after giving

effect to any renewal) of such Canadian Letter of Credit in any event to

be extended to a date later than 30 days before the Initial Maturity Date.

If either a Canadian Notice of Renewal is not given by the Canadian

Borrower or a Canadian Notice of Termination is given by the Canadian

Issuing Bank pursuant to the immediately preceding sentence, such Canadian

Letter of Credit shall expire on the date on which it otherwise would have

been automatically renewed. Within the limits of the Canadian Letter of

Credit Commitment, and subject to the limits referred to above, the

Canadian Borrower may request the issuance of Canadian Letters of Credit

under this Section 2.1(e)(ii), repay any Canadian Letter of Credit Loans

resulting from drawings thereunder pursuant to Section 2.2(j) and request

the issuance of additional Canadian Letters of Credit under this Section

2.1(e)(ii). The Canadian Borrower shall be liable for all obligations in

respect of each Canadian Letter of Credit issued for the account of any of

its Canadian Subsidiaries, including, without limitation, the obligations

to repay any Canadian Letter of Credit Loan in respect thereof under

Section 2.4(e).

(f) Incremental Facility. Subject to all the terms of this Agreement,

provided that (x) no Default exists and is then continuing and (y) the U.S.

Borrower shall be in pro forma compliance (giving effect to the incurrence of

such Indebtedness for Money Borrowed) with Section 7.13, from time to time on

and after the Closing Date, the U.S. Borrower may incur additional Indebtedness

hereunder in the form of a revolving credit (an "Incremental Facility") in an

aggregate principal amount that does not exceed $25,000,000. The Incremental

Facility shall (i) share in the Collateral to the same extent as the other U.S.

Loans, (ii) be entitled to prepayments pursuant to Section 2.8 to the same

extent as the other U.S. Revolving Loans, (iii) not be secured by any collateral

other than the Collateral that secures the U.S. Loans or guaranteed by any

Person other than pursuant to the Loan Documents with respect to the U.S. Loans,

and (iv) be documented on other terms and conditions that are reasonably

satisfactory to the U.S. Administrative Agent. All loans under the Incremental

Facility shall be issued at par. The interest rate, commitment fee rate,

amortization schedule and maturity date for the Incremental Facility shall be as

agreed upon between any Lenders agreeing to provide the Incremental Facility and

the U.S. Borrower; provided that the final maturity date of the

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Incremental Facility shall not be earlier than the Initial Maturity Date. The

lenders and the loans under the Incremental Facility will be "U.S. Revolving

Lenders" and "U.S. Revolving Loans" for all purposes of this Agreement and the

other Loan Documents, and shall be treated as such, in terms of sharing of

payments and other appropriate provisions. The Incremental Facility will be

documented pursuant to an amendment to this Agreement and, as appropriate, the

other Loan Documents, executed by the U.S. Borrower, each Person providing a

commitment to the Incremental Facility and the U.S. Administrative Agent. Such

amendment may, without the consent of any other Lenders, effect such amendments

to this Agreement and the other Loan Documents as may be necessary, in the

opinion of the U.S. Administrative Agent, to effect the provisions of this

Section 2.1(f). An Incremental Facility may be established at any time at the

request of the U.S. Borrower, upon notice to the U.S. Administrative Agent and

the Lenders, and subject only to the agreement of Persons who, in their sole

discretion, choose to participate in the Incremental Facility. No Lender shall

have any obligation to participate in the Incremental Facility unless and until

it commits to do so. The U.S. Administrative Agent and the U.S. Borrower shall

provide all then existing Lenders with an opportunity to commit to the

Incremental Facility on an up to a ratable basis (the period in which any Lender

shall be required to make a decision on its participation in the Incremental

Facility being in any event no less than ten (10) Business Days from the date of

delivery by the U.S. Borrower of a notice inviting such participation), and if

sufficient commitments cannot be obtained in such manner, shall provide other

lenders with such opportunity (and for existing Lenders with the ability to

commit for more than their ratable portion), and such other lenders shall become

U.S. Lenders hereunder pursuant to a joinder agreement reasonably satisfactory

to the U.S. Administrative Agent and the U.S. Borrower.

Section 2.2 Manner of Borrowing and Disbursement. (a) Choice of Interest

Rate, Etc. (i) Any Advance under any Revolving Commitment or made as a Term Loan

shall, at the option of the relevant Borrower, be made as a Base Rate Advance or

Canadian Prime Rate Advance, as applicable, or, subject to Section 2.2(a)(ii)

and Article 10 hereof and, except for the first three (3) days (or such shorter

period as determined by the U.S. Administrative Agent in its sole discretion to

be necessary for the completion of the primary syndication of the liabilities

contemplated in this Credit Agreement) after the Closing Date, a Eurodollar

Advance. Any Advance under any U.S. Swing Line Commitment shall be made as a

Base Rate Advance and any Advance under the Canadian Swing Line Commitment shall

be made as a Canadian Prime Rate Advance. Any notice given to the relevant

Administrative Agent in connection with a requested Advance hereunder shall be

given to such Administrative Agent prior to 12:30 p.m. (Charlotte, North

Carolina time) in order for such Business Day to count toward the minimum number

of Business Days required.

(ii) (A) On the date on which the aggregate unpaid principal amount

of any Eurodollar Advance shall be reduced, by payment or prepayment or

otherwise, to less than $5,000,000, such Advance shall automatically, on

the last day of the then existing Interest Period therefor, be reborrowed

as a Base Rate Advance.

(B) If a Borrower shall fail to select the duration of any

Interest Period for any Eurodollar Advance in accordance with the

provisions contained in the definitions of "Eurodollar Basis" and

"Interest Period" in Section 1.1, the relevant Administrative Agent

will forthwith so notify such Borrower and the Lenders

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which have made such Advance, whereupon each such Eurodollar Advance

shall automatically, on the last day of the then existing Interest

Period therefor, be reborrowed as a Base Rate Advance.

(C) Upon the occurrence and during the continuance of any

Default, (1) each Eurodollar Advance will automatically (unless

otherwise agreed to by the relevant Administrative Agent and the

relevant Borrower), on the last day of the then existing Interest

Period therefor, be reborrowed as a Base Rate Advance and (2) the

obligation of the Lenders to make Eurodollar Advances shall be

suspended.

(b) Base Rate Advances. (i) Initial Advances. The U.S. Borrower shall give

the U.S. Administrative Agent in the case of Base Rate Advances at least one (1)

Business Day's irrevocable prior written notice in the form of a Request for

Advance, or telephonic notice followed immediately by a Request for Advance.

(ii) Repayments and Reborrowings. Upon at least one (1), with

respect to items (A) and (C) of this sentence, or three (3), with respect

to item (B) of this sentence, Business Days' irrevocable prior written

notice to the relevant Administrative Agent, a Borrower may repay or

prepay a Base Rate Advance without regard to its Payment Date and (A)

reborrow all or a portion of the principal amount thereof as one or more

Base Rate Advances, (B) reborrow all or a portion of the principal thereof

as one or more Eurodollar Advances, or (C) not reborrow all or any portion

of such Base Rate Advance at that time. On the date indicated by such

Borrower, such Base Rate Advance shall be so repaid and, as applicable,

reborrowed.

(c) Eurodollar Advances. (i) Initial Advances. Each Borrower shall give

the relevant Administrative Agent in the case of Eurodollar Advances at least

three (3) Business Days' irrevocable prior written notice in the form of a

Request for Advance, or telephonic notice followed immediately by a Request for

Advance. Each Administrative Agent, whose determination shall be conclusive

absent manifest error, shall determine the available Eurodollar Basis and shall

notify the relevant Borrower of such Eurodollar Basis. Each Borrower shall

promptly notify the relevant Administrative Agent by telephone or telecopy, and

shall immediately confirm any such telephonic notice in writing, of its

selection of a Eurodollar Basis and Interest Period for such Advance.

(ii) Repayments and Reborrowings. At least three (3) Business Days

prior to the Payment Date for a Eurodollar Advance, each Borrower shall

give the relevant Administrative Agent written notice specifying whether

all or a portion of such Eurodollar Advance outstanding on the Payment

Date (A) is to be repaid and then reborrowed in whole or in part as a

Eurodollar Advance, and the Interest Period selected, (B) is to be repaid

and then reborrowed in whole or in part as a Base Rate Advance, or (C) is

to be repaid and not reborrowed at that time. Upon such Payment Date such

Eurodollar Advance will, subject to the provisions hereof, be so repaid

and, as applicable, reborrowed.

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(d) Canadian Prime Rate Advances. (i) Initial Advances. The Canadian

Borrower shall give the Canadian Administrative Agent, in the case of Canadian

Prime Rate Advances, at least one (1) Business Day's irrevocable prior written

notice in the form of a Request for Advance, or telephonic notice followed

immediately by a Request for Advance.

(ii) Repayments and Reborrowings. Upon at least one (1), with

respect to items (A) and (C) of this sentence, or three (3), with respect

to item (B) of this sentence, Business Days' irrevocable prior written

notice to the Canadian Administrative Agent, the Canadian Borrower may

repay or prepay a Canadian Prime Rate Advance without regard to its

Payment Date and (A) reborrow all or a portion of the principal amount

thereof as one or more Canadian Prime Rate Advances, (B) reborrow all or a

portion of the principal thereof as one or more Canadian BA Advances, or

(C) not reborrow all or any portion of such Canadian Prime Rate Advance at

that time. On the date indicated by such Borrower, such Canadian Prime

Rate Advance shall be so repaid and, as applicable, reborrowed.

(e) Canadian BA. (i) Converting Canadian Prime Rate Loans to, or

Continuing Canadian BA as, Canadian BA. Provided that the Canadian Borrower has,

by giving notice to the Canadian BA Administrative Agent, requested the Canadian

Lenders to accept its drafts to replace all or a portion of an outstanding

Canadian Loan, then each Canadian Lender shall, on the date of conversion or

continuation, as applicable, and concurrent with the payment by the Canadian

Borrower to the Canadian Administrative Agent on behalf of the Canadian Lenders

of an amount equal to the difference between the principal or face amount of

such outstanding Canadian Loan or the portion thereof which is being converted

or continued and the aggregate Notional BA Proceeds with respect to the drafts

to be accepted by the Canadian Lenders, accept the Canadian Borrower's draft or

drafts having an aggregate face amount equal to its Percentage of the aggregate

principal or face amount of such Canadian Loan or the portion thereof which is

being converted or continued, such acceptance to be in accordance with Section

2.2(f).

(ii) Converting Canadian BA to Canadian Prime Rate Loans. Each

Canadian Lender shall, at the end of an Interest Period with respect to

Canadian BA which such Canadian Lender has accepted, pay to the holder

thereof the face amount of such Canadian BA. Provided that the Canadian

Borrower has, by giving notice to the Canadian Administrative Agent,

requested a Canadian Lender to convert all or a portion of outstanding

maturing Canadian BA into a Canadian Prime Rate Loan, such Canadian Lender

shall, upon the end of the current Interest Period with respect to such

Canadian BA and the payment by such Canadian Lender to the holders of such

Canadian BA of the aggregate face amount thereof, be deemed to have made

to the Canadian Borrower the Canadian Prime Rate Loan into which the

matured Canadian BA or a portion thereof are converted in the aggregate

principal amount equal to its Canadian Pro Rata Share of the aggregate

face amount of the matured Canadian BA or the portion thereof which are

being converted.

(f) Funding and Execution of, and Special Provisions, Relating to Canadian

BA. Not in limitation of any other provision of this Agreement, but in

furtherance thereof, the provisions of this Section 2.2(f) shall further apply

to the acceptance, rolling over and conversion of Canadian BA.

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(i) Funding of Canadian BA. If the Canadian Administrative Agent

receives a Request for Canadian Advance from the Canadian Borrower

requesting a Borrowing or a rollover of or a conversion into a Canadian

Loan by way of Canadian BA, the Canadian Administrative Agent shall notify

each of the applicable Canadian Lenders, prior to 11:00 a.m., Toronto

time, on the third Business Day prior to the date of such Advance, of such

request and of each such Canadian Lender's Pro Rata Share of such Canadian

Revolving Loan. Each applicable Canadian Lender shall, not later than

11:00 a.m., Toronto time, on the date of each Canadian Revolving Loan by

way of Canadian BA (whether in respect of the Credit Extension or pursuant

to a rollover or conversion), accept drafts of the Canadian Borrower which

are presented to it for acceptance and which have an aggregate face amount

equal to such Canadian Lender's Pro Rata Share of the total Advance being

made available by way of Canadian BA on such date. With respect to each

drawdown of, rollover of or conversion into Canadian BA, each such

Canadian Lender shall not be required to accept any draft which has a face

amount which is not in an integral multiple of Cdn $100,000. Concurrent

with the acceptance of drafts of the Canadian Borrower as aforesaid, each

applicable Canadian Lender shall make available to the Canadian

Administrative Agent the aggregate Notional BA Proceeds with respect to

the Canadian BA being purchased by such Canadian Lender (net of the

aggregate amount required to repay such Canadian Lender's outstanding

Canadian BA that are maturing on such date and/or Canadian Prime Rate

Loans of such Canadian Lender that are being converted on such date). The

Canadian Administrative Agent shall, upon fulfillment by the Canadian

Borrower of the terms and conditions set forth in Sections 3.2 and 3.3,

make such amount, if any, received from the applicable Canadian Lenders

available to the Canadian Borrower on the date of such Advance by

crediting the designated account of the Canadian Borrower. Each Canadian

BA to be accepted by any Canadian Lender shall be accepted by such

Canadian Lender at its domestic office located in Canada.

(ii) Execution of Canadian BA. To facilitate the acceptance of

Canadian BA hereunder, the Canadian Borrower hereby appoints each Canadian

Lender as its attorney to sign and endorse on its behalf, as and when

considered necessary by the Canadian Lender, an appropriate number of

drafts in the form prescribed by that Canadian Lender. Each Canadian

Lender may, at its option, execute any draft in handwriting or by the

facsimile or mechanical signature of any of its Authorized Signatories,

and the Canadian Lenders are hereby authorized to accept or pay, as the

case may be, any draft of the Canadian Borrower which purports to bear

such a signature notwithstanding that any such individual has ceased to be

an Authorized Signatory of the Canadian Lender, in which case any such

draft or Canadian BA shall be as valid as if he or she were an Authorized

Signatory at the date of issue of the draft or Canadian BA. Any drafts or

Canadian BA signed by a Canadian Lender as attorney for the Canadian

Borrower, whether signed in handwriting or by the facsimile or mechanical

signature of an Authorized Signatory of a Canadian Lender, may be dealt

with by the Canadian Administrative Agent or any Canadian Lender to all

intents and purposes and shall bind the Canadian Borrower as if duly

signed and issued by the Canadian Borrower. The receipt by the Canadian

Administrative Agent of a request for a Borrowing by way of Canadian BA

shall be each applicable Canadian Lender's sufficient authority to

execute, and each applicable Canadian Lender shall, subject to the terms

and conditions of this Agreement, execute drafts in accordance with such

request and the advice of the

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Canadian Administrative Agent given pursuant to this Section 2.2(f)(ii),

and the drafts so executed shall thereupon be deemed to have been

presented for acceptance.

(iii) Special Provisions Relating to Acceptance Notes. (A) The

Canadian Borrower and each applicable Canadian Lender hereby acknowledge

and agree that from time to time certain Canadian Lenders may not be

authorized to or may, as a matter of general corporate policy, elect not

to accept Canadian BA drafts, and the Canadian Borrower and each

applicable Canadian Lender agrees that any such Canadian Lender may

purchase Acceptance Notes of the Canadian Borrower in accordance with the

provisions of Section 2.2(f)(iii)(B) in lieu of accepting Canadian BA for

its account.

(B) In the event that any Canadian Lender described in Section

2.2(f)(i) above is unable to, or elects as a matter of general

corporate policy not to, accept Canadian BA hereunder, such Canadian

Lender shall not accept Canadian BA hereunder, but rather, if the

Canadian Borrower requests the acceptance of such Canadian BA, the

Canadian Borrower shall deliver to such Canadian Lender non-interest

bearing promissory notes (each, an "Acceptance Note") of the

Canadian Borrower, substantially in the form of Exhibit A-7 hereto,

having the same maturity as the Canadian BA that would otherwise be

accepted by such Canadian Lender and in an aggregate principal

amount equal to the undiscounted face amount of such Canadian BA.

Each such Canadian Lender hereby agrees to purchase each Acceptance

Note from the Canadian Borrower at a purchase price equal to the

Notional BA Proceeds for a Lender which would have been applicable

if a Canadian BA draft had been accepted by such Lender and such

Acceptance Notes shall be governed by the provisions of this Article

II as if they were Canadian BA.

(g) Notification of Lenders. Upon receipt of a Request for Advance, or a

notice from any Borrower with respect to a selection of an Interest Period, or a

notice from any Borrower with respect to any outstanding Advance prior to the

Payment Date for such Advance, the relevant Administrative Agent shall promptly

notify each relevant Lender by telephone or telecopy of the contents thereof and

the amount of such Lender's portion of the Advance. Each Lender shall, not later

than 2:30 p.m. (Charlotte, North Carolina time) on the date of borrowing

specified in such notice, make available to the relevant Administrative Agent at

such Administrative Agent's Account, or at such account as such applicable

Administrative Agent shall designate, the amount of its portion of any Advance

which represents an additional borrowing hereunder in immediately available

funds.

(h) Disbursement. (i) Prior to 3:00 p.m. (Charlotte, North Carolina time)

on the date of an Advance hereunder, each Administrative Agent shall, subject to

the satisfaction of any applicable conditions set forth in Article 3 hereof,

disburse the amounts made available to it by the relevant Lenders in like funds

by (A) transferring the amounts so made available by wire transfer pursuant to

the relevant Borrower's instructions, or (B) in the absence of such

instructions, crediting the amounts so made available to the account of the

relevant Borrower maintained with such Administrative Agent; provided that, in

the case of any Advance made under the Revolving Commitments, such

Administrative Agent shall first make the applicable portion of such funds equal

to the aggregate principal amount of (x) any relevant Letter of Credit

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Loans made by the relevant Issuing Bank and by any other relevant Revolving

Lender and outstanding on the date of such Advance, plus interest accrued and

unpaid thereon to and as of such date, available to such Issuing Bank and such

other Revolving Lender for repayment of such Letter of Credit Loans and (y) any

relevant Swing Line Loans made by any relevant Lenders and outstanding on the

date of such Advance, plus interest accrued and unpaid thereon to and as of such

date, available to such Lenders for repayment of such Swing Line Loans, with the

balance of such funds so disbursed to the relevant Borrower.

(ii) Unless the relevant Administrative Agent shall have received

notice from a Lender prior to 2:30 p.m. (Charlotte, North Carolina time)

on the date of any Advance that such Lender will not make available to

such Administrative Agent such Lender's ratable portion of such Advance,

such Administrative Agent may assume that such Lender has made or will

make such portion available to such Administrative Agent on the date of

such Advance and such Administrative Agent may in its sole discretion and

in reliance upon such assumption, make available to the relevant Borrower

on such date a corresponding amount. If and to the extent such Lender does

not make such ratable portion available to such Administrative Agent, such

Lender agrees to repay to such Administrative Agent on demand such

corresponding amount together with interest thereon, for each day from the

date such amount is made available to the relevant Borrower until the date

such amount is repaid to such Administrative Agent, at the Federal Funds

Rate for the first three (3) days and thereafter at the Federal Funds Rate

plus one percent (1%).

(iii) If such Lender shall repay to such Administrative Agent such

corresponding amount, such amount so repaid shall constitute such Lender's

portion of the applicable Advance for purposes of this Agreement. If such

Lender does not repay such corresponding amount immediately upon such

Administrative Agent's demand therefor, such Administrative Agent shall

notify the relevant Borrower and such Borrower shall immediately pay such

corresponding amount to such Administrative Agent, together with interest

thereon. The failure of any Lender to fund its portion of any Advance

shall not relieve any other Lender of its obligation hereunder to fund its

respective portion of the Advance on the date of such borrowing, but no

Lender shall be responsible for any such failure of any other Lender.

(iv) In the event that, at any time when no Default exists and all

applicable conditions set forth in Article 3 hereof have been satisfied, a

Lender for any reason fails, refuses, or has given notice to the relevant

Administrative Agent and/or the relevant Borrower that it refuses, to fund

its portion of an Advance or, in accordance with clause (j)(ii) below, a

disbursed amount (a "Defaulting Lender"), then, until such time as such

Defaulting Lender has funded its portion of such Advance, or all other

Lenders have received payment in full (whether by repayment or prepayment)

of the principal and interest due in respect of such Advance, such

Defaulting Lender shall not have the right (i) to vote regarding any issue

on which voting is required or advisable under this Agreement or any other

Loan Document, and such Lender's Unused Revolving Commitment and interest

in any Loans, Letters of Credit or Canadian BA shall not be counted as

outstanding for purposes of determining "Majority Lenders" hereunder or

(ii) to receive payments of (A) principal, interest or fees from any

Borrower in respect of

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its unfunded portion of Advances, (B) any commitment fee in respect of its

Revolving Commitment or (C) any portion of Letter of Credit fees or

interests or amounts in respect of any Letter of Credit Loans or Canadian

BA. In addition to the foregoing, and notwithstanding Section 2.1(e), if

any Lender shall become a Defaulting Lender, the Letter of Credit

Commitment shall be reduced by an amount equal to such Defaulting Lender's

Pro Rata Share of the Letter of Credit Commitment unless and until

arrangements reasonably satisfactory to the relevant Issuing Bank have

been entered into (such Issuing Bank having made a good faith effort to

enter into such arrangements) to eliminate such Issuing Bank's risk with

respect to the Defaulting Lender's Pro Rata Share of the Letters of Credit

Commitment or ratable share of the aggregate face amount of outstanding

Canadian BA, including cash collateralizing such Issuing Bank's Letter of

Credit Commitment with respect to such Defaulting Lender's Pro Rata Share

such Defaulting Lender's ratable share of the aggregate face amount of

outstanding Canadian BA. The provisions of this Section 2.2(h)(iv) are not

in lieu of any other claim the relevant Borrower may have against such

Defaulting Lender.

(i) Participation in Swing Line Loans. Upon written demand by a Swing Line

Lender that has made an Advance under its Swing Line Commitment, with a copy of

such demand to the relevant Administrative Agent, each other relevant Revolving

Lender will purchase from such Swing Line Lender, and such Swing Line Lender

shall sell and assign to each such other Revolving Lender, such other Revolving

Lender's Pro Rata Share of such outstanding Advance, by making available to the

relevant Administrative Agent for the account of the Swing Line Lender, by

deposit to such Administrative Agent's Account, in same day funds, an amount

equal to the portion of the outstanding principal amount of such Advance to be

purchased by such Revolving Lender. Each Borrower hereby agrees to each such

sale and assignment. Each Revolving Lender agrees to purchase its Pro Rata Share

of such outstanding Advance on (i) the Business Day on which demand therefor is

made by the Swing Line Lender which made such Advance, provided that notice of

such demand is given not later than 11:00 p.m. (Charlotte, North Carolina time)

on such Business Day or (ii) the first Business Day next succeeding such demand

if notice of such demand is given after such time. Upon any such assignment by a

Swing Line Lender to any other Revolving Lender of the Pro Rata Share of an

Advance under this Section 2.2(i), such Swing Line Lender represents and

warrants to such other Revolving Lender that such Swing Line Lender is the legal

and beneficial owner of such interest being assigned by it, but makes no other

representation or warranty and assumes no responsibility with respect to such

Advance, this Agreement, the Notes or any Lender Party and such assignment shall

be made without recourse. If and to the extent that any Revolving Lender shall

not have so made the amount of such Pro Rata Share of such Advance available to

the relevant Administrative Agent, such Revolving Lender agrees to pay to such

Administrative Agent forthwith on demand such Pro Rata Share together with

interest thereon, for each day from the date such Revolving Lender is required

to have made such amount available to such Administrative Agent until the date

such amount is paid to such Administrative Agent, at the Federal Funds Rate. If

such Revolving Lender shall pay to such Administrative Agent such Pro Rata Share

for the account of the relevant Swing Line Lender on any Business Day, such

amount so paid in respect of principal shall constitute an advance of a Swing

Line Loan made by such Revolving Lender on such Business Day for purposes of

this Agreement, and the outstanding principal amount of the Swing Line Loans

owed to such Swing Line Lender shall be reduced by such Pro Rata Share on such

Business Day. Each Revolving Lender acknowledges and agrees

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<PAGE>

that its obligation to acquire participations pursuant to this Section 2.2(i) in

respect of each Advance made under the Swing Line Commitments is absolute and

unconditional and shall not be affected by any circumstance whatsoever,

including the occurrence and continuance of a Default or an Event of Default or

the termination of the Commitments, and that each such payment shall be made

without any off-set, abatement, withholding or reduction whatsoever.

(j) Issuance of and Drawings and Reimbursement under Letters of Credit.

(i) Request for Issuance. Each Letter of Credit shall be issued upon notice,

given not later than 12:30 p.m. (Charlotte, North Carolina time) on the fifth

Business Day prior to the date of the proposed issuance of such Letter of

Credit, by a Borrower to the relevant Issuing Bank, which shall give to the

relevant Administrative Agent and each relevant Revolving Lender prompt notice

thereof by telecopier or electronic communication. Each such notice of issuance

of a Letter of Credit (a "Notice of Issuance") shall be by telephone, confirmed

immediately in writing, or telecopier or electronic communication, specifying

therein the requested (A) date of such issuance (which shall be a Business Day),

(B) Available Amount of such Letter of Credit (which amount shall not be less

than $100,000), (C) expiration date of such Letter of Credit, (D) name and

address of the beneficiary of such Letter of Credit and (E) form of such Letter

of Credit, and shall be accompanied by such application and agreement for letter

of credit as the relevant Issuing Bank may specify to such Borrower for use in

connection with such requested Letter of Credit (a "Letter of Credit

Agreement"). If (x) the requested form of such Letter of Credit is acceptable to

the relevant Issuing Bank in its sole discretion and (y) such Issuing Bank has

not received notice of objection to such issuance from the Majority Lenders,

such Issuing Bank will, upon fulfillment of the applicable conditions set forth

in Article 3, make such Letter of Credit available to the relevant Borrower at

its office referred to in Section 12.1 or as otherwise agreed with such Borrower

in connection with such issuance. In the event and to the extent that the

provisions of any Letter of Credit Agreement shall conflict with this Agreement,

the provisions of this Agreement shall govern.

(ii) Participations. Upon the issuance of a Letter of Credit by an

Issuing Bank, such Issuing Bank shall be deemed, without further action by

any party hereto, to have sold to each relevant Revolving Lender, and each

such Revolving Lender shall be deemed, without further action by any party

hereto, to have purchased from such Issuing Bank, a participation in such

Letter of Credit in an amount for each such Revolving Lender equal to such

Lender's Pro Rata Share of the Available Amount of such Letter of Credit,

effective upon the issuance of such Letter of Credit. In consideration and

in furtherance of the foregoing, each Revolving Lender hereby absolutely

and unconditionally agrees to pay such Lender's Pro Rata Share of each L/C

Disbursement made by the relevant Issuing Bank and not reimbursed by the

relevant Borrower forthwith on the date due as provided in Section 2.4(e)

(or which has been so reimbursed but must be returned or restored by such

Issuing Bank because of the occurrence of an event specified in Section

8.1(f), (g), (h), (i), or (j) or otherwise) by making available to the

relevant Administrative Agent for the account of such Issuing Bank by

deposit to the applicable Administrative Agent's Account, in same day

funds, an amount equal to such Lender's Pro Rata Share of such L/C

Disbursement. Each Revolving Lender acknowledges and agrees that its

obligation to acquire participations pursuant to this Section 2.2(j)(ii)

in respect of Letters of Credit is absolute and unconditional and shall

not be affected by any circumstance whatsoever, including the occurrence

and

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<PAGE>

continuance of a Default or an Event of Default or the termination of the

Commitments, and that each such payment shall be made without any off-set,

abatement, withholding or reduction whatsoever. If and to the extent that

any Revolving Lender shall not have so made the amount of such L/C

Disbursement available to such Administrative Agent, such Revolving Lender

agrees to pay to such Administrative Agent forthwith on demand such amount

together with interest thereon, for each day from the date such L/C

Disbursement is due pursuant to Section 2.4(d) until the date such amount

is paid to such Administrative Agent, at the Federal Funds Rate for its

account or the account of the relevant Issuing Bank, as applicable. If

such Lender shall pay to such Administrative Agent such amount for the

account of such Issuing Bank on any Business Day, such amount so paid in

respect of principal shall constitute a Letter of Credit Loan made by such

Lender on such Business Day for purposes of this Agreement, and the

outstanding principal amount of the Letter of Credit Loan made by such

Issuing Bank shall be reduced by such amount on such Business Day.

(iii) Drawing and Reimbursement. The payment by an Issuing Bank of a

draft drawn under any Letter of Credit shall constitute for all purposes

of this Agreement the making by such Issuing Bank of a Letter of Credit

Loan, which shall be a Base Rate Advance or Canadian Prime Rate Advance,

as applicable, in the amount of such draft.

(iv) Failure to Make Letter of Credit Loans. The failure of any

Lender to make the Letter of Credit Loan to be made by it on the date

specified in Section 2.4(e) shall not relieve any other Lender of its

obligation hereunder to make its Letter of Credit Loan on such date, but

no Lender shall be responsible for the failure of any other Lender to make

the Letter of Credit Loan to be made by such other Lender on such date.

(iv) Applicability of ISP98. Unless otherwise expressly agreed by

each Issuing Bank and each Borrower when a Letter of Credit is issued, the

rules of the "International Standby Practices 1998" published by the

Institute of International Banking Law & Practice (or such later version

thereof as may be in effect at the time of issuance) shall apply to each

Letter of Credit.

Section 2.3 Interest. (a) On Base Rate Advances and Canadian Prime Rate

Advances. Interest on each Base Rate Advance and each Canadian Prime Rate

Advance shall be computed on the basis of a year of 365/366 days for the actual

number of days elapsed and shall be payable at the Base Rate Basis or the

Canadian Prime Rate Basis, as the case may be, for such Advance, in arrears on

the applicable Payment Date for the period through the date immediately

preceding such Payment Date. Interest on Base Rate Advances or the Canadian

Prime Rate Basis, as the case may be, then outstanding shall also be due and

payable on (i) with respect to Swing Line Loans, the earlier of (A) the date of

repayment thereof, (B) the maturity date specified in the applicable Request for

Advance (which maturity date shall be no later than the fifth Business Day after

the requested date of such Advance) and (C) the Initial Maturity Date and (ii)

the earlier of (A) the date of repayment or prepayment thereof to the extent of

the amounts repaid or prepaid and (B) Initial Maturity Date, in each case, with

respect to Revolving Loans and Term A Loans and (iii) the earlier of (A) the

date of repayment or prepayment thereof to the extent of the amounts repaid or

prepaid and (B) Maturity Date, in each case, with respect to the Term B Loans.

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<PAGE>

(b) On Eurodollar Advances. Interest on each Eurodollar Advance shall be

computed on the basis of a 360-day year for the actual number of days elapsed

and shall be payable at the Eurodollar Basis for such Advance, in arrears on the

applicable Payment Date for the period through the day immediately preceding

such Payment Date, and, in addition, if the Interest Period for a Eurodollar

Advance exceeds three (3) months, interest on such Eurodollar Advance shall also

be due and payable in arrears on every three-month anniversary of the beginning

of such Interest Period. Interest on Eurodollar Advances then outstanding shall

also be due and payable on (i) the earlier of (A) the date of repayment or

prepayment thereof to the extent of the amounts repaid or prepaid and (B)

Initial Maturity Date, in each case, with respect to Revolving Loans and Term A

Loans and (ii) the earlier of (A) the date of repayment or prepayment thereof to

the extent of the amounts repaid or prepaid and (B) Maturity Date, in each case,

with respect to the Term B Loans.

(c) Interest if No Notice of Selection of Interest Rate Basis. With

respect to any Advance, if the U.S. Borrower fails to give the U.S.

Administrative Agent timely notice of its selection of a Eurodollar Basis, or if

for any reason a determination of a Eurodollar Basis for any Advance is not

timely concluded, the Base Rate Basis shall apply to such Advance.

(d) Tax Act. (a) Whenever any interest under this Agreement is calculated

using a rate based on a calendar year of 365 days (or 366 days, as applicable),

the rate determined pursuant to such calculation, when expressed as an annual

rate, is equivalent to the quotient of (i) the product of (A) the applicable

rate based on a calendar year of 365 days (or 366 days, as applicable),

multiplied by (B) the actual number of days in the calendar year in which the

period for which such interest is payable (or compounded) ends, divided by (ii)

365 (or 366, as applicable), as the case may be, (b) the principle of deemed

reinvestment of interest does not apply to any interest calculation under this

Agreement, and (c) the rates of interest stipulated in this Agreement are

intended to be nominal rates and not effective rates or yields.

(e) Interest Upon Default. Immediately upon the occurrence of a Default

hereunder, the outstanding principal balance of the Loans, together with accrued

and unpaid interest and other unpaid sums, shall bear interest at the Default

Rate. Such interest shall be payable on demand and shall accrue until the

earliest of (a) waiver or cure (to the satisfaction of the Lenders required

under Section 12.12 hereof to waive or cure) of the applicable Default, or (b)

agreement by the Majority Lenders to rescind the charging of interest at the

Default Rate, or (c) payment in full of the Obligations.

(f) Eurodollar Advances. At no time may the number of outstanding

Eurodollar Advances exceed eight (8).

(g) Applicable Margin; Applicable Canadian BA Stamping Fee. (i) Subject to

the remainder of this clause (i), with respect to (A) any Advance under the

Revolving Commitments and Term A Loans, the Applicable Margin shall be as of any

calculation date the interest rate margin set forth below under the heading

"Base Rate Advance Applicable Margin" or "Eurodollar Advance Applicable Margin",

as applicable, determined by the U.S. Administrative Agent and (B) any Canadian

BA, the Applicable Stamping Fee shall be as of any calculation date the interest

rate margin set forth below under the heading "Applicable Canadian BA Stamping

Fee" determined by the Canadian Administrative Agent, in each case based upon

the Leverage

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<PAGE>

Ratio determined for the most recent Fiscal Quarter end, to be adjusted from

time to time effective as of the second Business Day after the Performance

Certificate referred to in Section 6.3 hereof is required to be furnished by the

U.S. Borrower to the Administrative Agents and each Lender for the Fiscal

Quarter most recently ended, expressed as a per annum rate of interest as

follows:

<TABLE>

<CAPTION>

Base Rate Eurodollar

Advance Advance Applicable

Applicable Applicable Canadian BA

Leverage Ratio Margin Margin Stamping Fee

--------------------------- ---------- ---------- ------------

<S> <C> <C> <C> <C>

Pricing Level 1 Greater than or equal to 1.75% 2.75% 2.75%

2.75 to 1.00

Pricing Level 2 Greater than or equal to 1.50% 2.50% 2.50%

2.25 to 1.00, but less than

2.75 to 1.00

Pricing Level 3 Greater than or equal to 1.25% 2.25% 2.25%

1.75 to 1.00, but less

than 2.25 to 1.00

Pricing Level 4 Less than 1.75 to 1.00 1.00% 2.00% 2.00%

</TABLE>

In the event that the U.S. Borrower fails to timely provide the

Performance Certificate referred to in Section 6.3 hereof, and without prejudice

to any additional rights under Section 8.2 hereof, Pricing Level 1 shall apply

as of the first day after the date on which such statements or certificate were

required to have been delivered until the actual delivery of such statements or

certificate. Subject to the immediately preceding sentence, from the Closing

Date until the second Business Day after the first Fiscal Quarter following the

Closing Date on which the Performance Certificate referred to in Section 6.3

hereof is required to be furnished, Pricing Level 1 shall apply.

(i) With respect to the Term B Loans, the Applicable Margin for

Eurodollar Advances shall be 3.00% per annum and the Applicable Margin for

Base Rate Advances shall be 2.00% per annum.

Section 2.4 Repayment. (a) Any unpaid principal and interest of the

Revolving Loans and any other outstanding Obligations under the Revolving

Commitment shall be due and payable in full to the relevant Administrative Agent

on the Initial Maturity Date.

(b) Each Borrower sh