AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

[EXECUTION COPY]

 

AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

Dated as of July 16, 2009

$250,000,000

Among

SPHERION CORPORATION,
and
EACH ADDITIONAL PARTY SIGNATORY HERETO AS A U.S. BORROWER,
as U.S. Borrowers,

6063721 CANADA INC.,
as Canadian Borrower,

EACH ADDITIONAL PARTY SIGNATORY HERETO AS A GUARANTOR,
as Guarantors

CERTAIN FINANCIAL INSTITUTIONS,
as Lenders,

BANK OF AMERICA, N.A .,
as Collateral Agent and Administrative Agent,

WELLS FARGO FOOTHILL, LLC ,
as Syndication Agent,

and

REGIONS BANK,
SUNTRUST BANK
and
SIEMENS FINANCIAL SERVICES, INC.,
as Co-Documentation Agents

 

 

BANC OF AMERICA SECURITIES LLC
and
WELLS FARGO FOOTHILL, LLC,
as Joint Lead Arrangers

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LIST OF EXHIBITS AND SCHEDULES
Exhibit A-1	Canadian Revolver Note
Exhibit A-2	U.S. Revolver Note
Exhibit B	Assignment and Acceptance
Exhibit C	Assignment Notice
Schedule 1.1		Commitments of Lenders
Schedule 1.2		Existing Letters of Credit
Schedule 1.3		Certain Cash and Non-Cash Expenses
Schedule 1.4		Existing Contingent Obligations
Schedule 8.5		Deposit Accounts
Schedule 8.6.1		Business Locations
Schedule 9.1.4		Names and Capital Structure
Schedule 9.1.12		Patents, Trademarks, Copyrights and Licenses
Schedule 9.1.14		Environmental Matters
Schedule 9.1.16		Burdensome Contracts
Schedule 9.1.17		Litigation
Schedule 9.1.16		Pension Plans
Schedule 9.1.21		Labor Contracts
Schedule 10.2.1		Existing Debt for Borrowed Money
Schedule 10.2.2		Existing Liens
Schedule 10.2.17		Existing Affiliate Transactions

 

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AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

      THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is dated as of July 16, 2009, among SPHERION CORPORATION , a Delaware corporation (“ Company ” and a “ U.S. Borrower ”), each of the Subsidiaries of the Company that may become U.S. borrowers hereunder as provided in Section 10.1.9 or otherwise (each a “ U.S. Borrower ” and together with the Company, the “ U.S. Borrowers ”), 6063721 CANADA INC. , a Canadian corporation (the “ Canadian Borrower ” and together with the U.S. Borrowers, collectively, “ Borrowers ”), each of the Persons identified on the signature pages hereto as a guarantor and any other Person that becomes a guarantor hereunder as provided in Section 10.1.9 or otherwise (each a “ Guarantor ”), the financial institutions party to this Agreement from time to time as lenders (collectively, “ Lenders ”), and BANK OF AMERICA, N.A. , a national banking association, as collateral agent and administrative agent for the Lenders (“ Agent ”), WELLS FARGO FOOTHILL, LLC , as Syndication Agent, and REGIONS BANK, SUNTRUST BANK, and SIEMENS FINANCIAL SERVICES, INC., as Co-Documentation Agents. .

R E C I T A L S:

      A. Company, the Lenders, Agent and certain other agents are parties to that certain Credit Agreement dated July 24, 2003 (as amended from time to time to but excluding the date hereof, the “ Original Credit Agreement ”).

      B. Certain subsidiaries of Company have guaranteed the obligations of Company under the Original Credit Agreement pursuant to that certain Guaranty Agreement dated as of July 24, 2003 by Company and certain of its subsidiaries in favor of the Agent (as amended from time to time to but excluding the date hereof, the “ Original Guaranty ”).

      C. Company has requested that Agent and Lenders amend and restate the Original Credit Agreement, the Original Guaranty and certain other Loan Documents (as defined therein) and continue to provide the credit facilities thereunder to the Company and the other Borrowers hereunder to finance their mutual and collective business enterprise.

      D. Agent and Lenders are willing to continue to provide such credit facilities on the terms and conditions set forth in this Agreement.

      NOW, THEREFORE , for valuable consideration hereby acknowledged, the parties agree that the Original Credit Agreement, Security Agreement (as defined in the Original Credit Agreement) and Pledge Agreement (as defined in the Original Credit Agreement) are hereby amended and restated as follows:

SECTION 1. DEFINITIONS; RULES OF CONSTRUCTION

1.1. Definitions . As used herein, the following terms have the meanings set forth below:

Acceleration Event : as defined in Section 11.3 .

      Account : as defined in the UCC (or, with respect to any Accounts of the Canadian Credit Parties, as defined in the PPSA), including all rights to payment for goods sold or leased, or for services rendered.

      Account Debtor : a Person who is obligated under an Account, Chattel Paper or General Intangible.

      ACS Payment : the one-time payment of up to $1,273,000 made in connection with the termination of a capital lease as part of the restructuring of the Company's outsourcing contract with ACS.

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Adjusted Net Earnings from Operations : with respect to any fiscal period of the Company, the Company’s and its Subsidiaries', net income after provision for income taxes for such fiscal period, as determined on a consolidated basis in accordance with GAAP for such period, excluding any and all of the following included in such net income: (a) gain or loss arising from the sale of any capital assets; (b) gain arising from any write-up in the book value of any asset; (c) earnings of any Person, substantially all the assets of which have been acquired by the Company or its Subsidiaries in any manner, to the extent realized by such other Person prior to the date of acquisition; (d) earnings of any Person in which the Company or any Obligor has an ownership interest unless (and only to the extent) such earnings shall actually have been received by the Company or any Obligor in the form of cash distributions; (e) earnings of any Person to which assets of the Company or any Subsidiary shall have been sold, transferred or disposed of, or into which the Company or any Subsidiary shall have been merged or amalgamated, or which has been a party with the Company or any Subsidiary to any consolidation or other form of reorganization, prior to the date of such transaction; (f) gain or loss arising from the acquisition of debt or equity securities of the Company or any Subsidiary or from cancellation or forgiveness of Debt; (g) gain or non-cash loss arising from extraordinary items; and (h) non-cash expense related to (i) stock compensation of management and (ii) impairment of goodwill and intangible assets, all as determined in accordance with GAAP.

Affiliate : with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

Agent : as defined in the preamble to this Agreement.

Agent Indemnitees : Agent and its officers, directors, employees, Affiliates, trustees, advisors, agents and attorneys.

Agent Professionals : attorneys, accountants, appraisers, auditors, business valuation experts, environmental engineers or consultants, turnaround consultants, and other professionals and experts retained by Agent.

Allocable Amount : as defined in Section 5.11.3 .

Anti-Terrorism Laws : any laws relating to terrorism or money laundering, including the Patriot Act and the Proceeds of Crime Act.

Applicable Law : all laws, rules, regulations and governmental guidelines applicable to the Person, conduct, transaction, agreement or matter in question, including all applicable statutory law, common law and equitable principles, and all provisions of constitutions, treaties, statutes, rules, regulations, orders and decrees of Governmental Authorities.

Applicable LC Issuer : (a) with respect to the Borrower Group made up of U.S. Borrowers, the U.S. LC Issuer and (b) with respect to the Borrower Group made up of Canadian Borrower, the Canadian LC Issuer.

Applicable Lenders : with respect to a Borrower Group, the Lenders having Borrower Group Commitments to Borrowers within such Borrower Group.

Applicable Margin : with respect to any Type of Loan, the margin set forth below, as determined by the Average Availability for the last Fiscal Quarter:

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Level	Average Availability	Base Rate Loans and Canadian Prime Rate Loans	LIBOR Loans and Canadian BA Rate Loans
I	≤ $60,000,000	3.25%	4.25%
II	> $60,000,000 ≤ $120,000,000	3.00%	4.00%
III	> $120,000,000	2.75%	3.75%

 

From the Closing Date to the Initial Adjustment Date (defined below), the Applicable Margin shall be determined as if Level II were applicable. The Applicable Margin shall be adjusted (up or down) by reference to the above grid prospectively on a quarterly basis as determined by the Average Availability for the fiscal quarter most recently ended, commencing with the first day of the first calendar month that occurs more than 5 days after delivery of the Company’s quarterly financial statements and Compliance Certificate to Agent for the Fiscal Quarter ending September 27, 2009 (the “Initial Adjustment Date”). All adjustments in the Applicable Margin after the Initial Adjustment Date shall be implemented quarterly on a prospective basis, for each calendar month commencing at least 5 days after the date of delivery to Agent and the Lenders of quarterly unaudited or annual audited (as applicable) financial statements of the Company as required under this Agreement. Concurrently with the delivery of such financial statements, the Company shall deliver to Agent and the Lenders a Compliance Certificate, signed by a Senior Officer, setting forth in reasonable detail the basis for the continuance of, or any change in, the Applicable Margin. Failure to timely deliver such financial statements and Compliance Certificate shall, in addition to any other remedy provided for in this Agreement, result in an increase in the Applicable Margin to the highest level set forth in the foregoing grid, until the first day of the first calendar month following the delivery of financial statements and Compliance Certificate demonstrating that such an increase is not required. If a Default or Event of Default has occurred and is continuing at the time any reduction in the Applicable Margin is to be implemented, no reduction shall occur until the first day of the first calendar month following the date on which such Default or Event of Default is waived or cured.

      Approved Fund : any Person (other than a natural person) that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in its ordinary course of activities, and is administered or managed by a Lender, an entity that administers or manages a Lender, or an Affiliate of either.

      Asset Disposition : a sale, lease, license, consignment, transfer or other disposition of Property of an Obligor, including a disposition of Property in connection with a sale-leaseback transaction or synthetic lease.

Asset Value : the greater of book value and fair market value.

      Assignment and Acceptance : an assignment agreement between a Lender and Eligible Assignee, in the form of Exhibit B , together with the applicable Assignment Notice in the form of Exhibit C .

      Availability : the sum of (a) U.S. Availability plus (b) the Dollar Equivalent of Canadian Availability.

      Average Availability : for any period, an amount equal to the sum of the actual amount of Availability on each calendar day during such period, as determined by Agent, divided by the number of calendar days in such period.

Average Canadian Facility Usage : as defined in Section 3.2.1 .

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Average U.S. Facility Usage : as defined in Section 3.2.1 .

      Bank of America : Bank of America, N.A., a national banking association, and its successors and assigns.

      Bank of America Indemnitees : Bank of America and its officers, directors, employees, Affiliates, agents, trustees, advisors and attorneys.

Bank Product : any U.S. Bank Products or Canadian Bank Products.

Bank Product Debt : all U.S. Bank Product Debt and Canadian Bank Product Debt.

Bankruptcy Code : Title 11 of the United States Code.

      Base Rate : for any day, a per annum rate equal to the greater of (a) the Prime Rate for such day; (b) the Federal Funds Rate for such day, plus 0.50%; or (c) LIBOR for a 30-day interest period as determined on such day, plus 1.0%.

Base Rate Loan : any Loan that bears interest based on the Base Rate.

Board of Governors : the Board of Governors of the Federal Reserve System.

      Borrowed Money : with respect to any Obligor, without duplication, its (a) Debt that (i) arises from the lending of money by any Person to such Obligor, (ii) is evidenced by notes, drafts, bonds, debentures, credit documents or similar instruments, (iii) accrues interest or is a type upon which interest charges are customarily paid (excluding trade payables owing in the Ordinary Course of Business), or (iv) was issued or assumed as full or partial payment for Property; (b) Capital Leases; (c) reimbursement obligations with respect to letters of credit; and (d) guaranties of any Debt of the foregoing types owing by another Person.

Borrower Agent : as defined in Section 4.4 .

      Borrower Group : a group consisting of (a) U.S. Borrowers and each other U.S. Obligor; or (b) Canadian Borrower and each other Canadian Credit Party, as applicable.

      Borrower Group Collateral : with respect to the U.S. Lenders and U.S. Obligors, the U.S. Collateral and, with respect to Canadian Lenders and Canadian Obligors, the Canadian Collateral.

      Borrower Group Commitment : with respect to the commitment of a U.S. Lender, its U.S. Revolver Commitment and, with respect to a Canadian Lender, its Canadian Revolver Commitment; and the term “Borrower Group Commitments” means, collectively, the Borrower Group Commitments of U.S. Lenders and the Borrower Group Commitments of Canadian Lenders.

      Borrower Group Obligations : with respect to any Obligor, the portion of the Obligations owed by such Obligor and such Obligor’s Borrower Group.

      Borrowing : a group of Loans of one Type that are made on the same day or are converted into Loans of one Type on the same day.

Borrowing Base : the U.S. Borrowing Base or the Canadian Borrowing Base.

      Borrowing Base Certificate : a U.S. Borrowing Base Certificate or a Canadian Borrowing Base Certificate.

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      Business Day : any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the laws of, or are in fact closed in, North Carolina and New York (or, if such day relates to any Canadian Revolver Loan, Canadian LC, Canadian Lender or Canadian LC Issuer, any day on which commercial banks are authorized to close under the laws of, or are in fact closed in, Toronto, Ontario), and if such day relates to a LIBOR Loan, any such day on which dealings in Dollar deposits are conducted between banks in the London interbank Eurodollar market.

Calculation Data : as defined in Section 5.13 .

CAM Exchange : as defined in Section 5.14.1 .

CAM Exchange Date : as defined in Section 5.14.1 .

CAM Percentage : as defined in Section 5.14.1 .

Canadian Accounts Formula Amount : 85% of the Value of Eligible Canadian Accounts.

      Canadian Availability : the Canadian Borrowing Base minus the outstanding principal balance of all Canadian Revolver Loans.

      Canadian Availability Reserve : the sum (without duplication) of (a) the Canadian Payroll Reserve; (b) the Canadian LC Reserve; and (c) such additional Canadian Reserves, in such amounts and with respect to such matters, as Agent in its Credit Judgment may elect to impose from time to time.

      Canadian BA Rate : with respect to each Interest Period for a Canadian BA Rate Loan, the rate of interest per annum equal to the average rate applicable to Canadian Dollar Bankers’ Acceptances having an identical or comparable term as the proposed Canadian BA Rate Loan displayed and identified as such on the display referred to as the “CDOR Page” (or any display substituted therefor) of Reuter Monitor Money Rates Service as at approximately 10:00 a.m. Toronto time on such day (or, if such day is not a Business Day, as of 10:00 a.m. Toronto time on the immediately preceding Business Day), provided that if such rate does not appear on the CDOR Page at such time on such date, the rate for such date will be the annual discount rate (rounded upward to the nearest whole multiple of 1/100 of 1%) as of 10:00 a.m. Toronto time on such day at which a Canadian chartered bank listed on Schedule 1 of the Bank Act (Canada) as selected by Agent is then offering to purchase Canadian Dollar Bankers’ Acceptances accepted by it having such specified term (or a term as closely as possible comparable to such specified term).

      Canadian BA Rate Loan : a Canadian Revolver Loan, or portion thereof, funded in Canadian Dollars and bearing interest calculated by reference to the Canadian BA Rate.

      Canadian Bank Product : any of the following products, services or facilities extended to Canadian Borrower or any Canadian Subsidiary by a Canadian Lender or any of its Affiliates: (a) Cash Management Services; (b) products under Hedging Agreements; (c) commercial credit card and merchant card services; and (d) leases and other banking products or services as may be requested by Canadian Borrower or a Canadian Subsidiary, other than Canadian Letters of Credit.

      Canadian Bank Product Debt : Debt and other obligations of a Canadian Credit Party relating to Canadian Bank Products.

      Canadian Bank Product Reserve : the aggregate amount of reserves established by Agent from time to time in its reasonable discretion in respect of Canadian Bank Product Debt.

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      Canadian Benefit Plans : all employee benefit plans, programs or arrangements of any nature or kind whatsoever that are not Canadian Pension Plans and are maintained or contributed to by, or to which there is or may be an obligation to contribute by, any Obligor or its Subsidiaries in respect of their employees or former employees in Canada.

Canadian Borrower : as defined in the preamble hereto.

      Canadian Borrowing Base : on any date of determination, an amount equal to the lesser of (a) the aggregate amount of Canadian Revolver Commitments minus the Canadian LC Reserve; or (b) the Canadian Accounts Formula Amount minus the Canadian Availability Reserve.

      Canadian Borrowing Base Certificate : a certificate, in form and substance satisfactory to Agent, by which Canadian Borrower certifies calculation of the Canadian Borrowing Base.

      Canadian Collateral : all Property described in Section 7.1(b) , all Property described in any Security Documents as security for any Canadian Obligations, and all other Property that now or hereafter secures (or is intended to secure) any Canadian Obligations.

Canadian Commitment Adjustment : as defined in Section 2.1.5(e) .

Canadian Commitment Adjustment Date : as defined in Section 2.1.5(e) .

Canadian Commitment Adjustment Notice : as defined in Section 2.1.5(e) .

      Canadian Commitment Percentage : as to any Canadian Lender at any time, the ratio, expressed as a percentage, which such Canadian Lender’s Canadian Revolver Commitment bears to the aggregate Canadian Revolver Commitments at such time.

      Canadian Credit Party : Canadian Borrower or any other Canadian Subsidiary which is an Obligor. For the avoidance of doubt, no Obligor which is organized in the United States or any state thereof shall constitute a Canadian Credit Party.

Canadian Dollars or Cdn$ : the lawful currency of Canada.

      Canadian Dollar Equivalent : at any time, (i) with respect to any amount denominated in Canadian Dollars, such amount, and (ii) with respect to any amount denominated in any other currency, the amount of Canadian Dollars that Agent determines (which determination shall be conclusive and binding absent manifest error) would be necessary to be sold on such date at the applicable Exchange Rate to obtain the stated amount of the other currency.

Canadian Facility Guarantors : as defined in Section 16.1 .

      Canadian Guarantor : Human Resource Capital Group Inc., a Canadian corporation, and any other Person that executes a Guaranty of the Canadian Obligations, including the U.S. Subsidiary Guarantors and U.S. Borrower Guarantors.

      Canadian Guaranty : each guaranty at any time executed by a Canadian Guarantor in favor of Agent guaranteeing all or any portion of the Canadian Obligations.

      Canadian LC Issuer : Bank of America (acting through its Canada branch) or an Affiliate of Bank of America.

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      Canadian LC Issuer Indemnitees : Canadian LC Issuer and its officers, directors, employees, Affiliates, agents, trustees, advisors and attorneys.

      Canadian LC Application : an application by Canadian Borrower to Canadian LC Issuer for issuance of a Canadian Letter of Credit, in form and substance satisfactory to Canadian LC Issuer.

      Canadian LC Conditions : the following conditions necessary for issuance of a Canadian Letter of Credit: (a) each of the conditions set forth in Section 6 ; (b) after giving effect to such issuance, (i) total Canadian LC Obligations do not exceed the Canadian Letter of Credit Subline, (ii) no Canadian Overadvance exists, (iii) the aggregate outstanding amount of the Canadian Revolver Loans of any Canadian Lender, plus such Canadian Lender’s Pro Rata portion of all outstanding Canadian LC Obligations does not exceed such Canadian Lender’s Canadian Revolver Commitment and (iv) if no Canadian Revolver Loans are outstanding, the Canadian LC Obligations do not exceed the Canadian Borrowing Base (without giving effect to the Canadian LC Reserve for purposes of this calculation); (c) the expiration date of such Canadian Letter of Credit is (i) no more than 365 days from issuance, in the case of standby Letters of Credit, (ii) no more than 120 days from issuance, in the case of documentary Letters of Credit, and (iii) at least 20 Business Days prior to the Revolver Termination Date; (d) the Canadian Letter of Credit and payments thereunder are denominated in Canadian Dollars; (e) the form of the proposed Canadian Letter of Credit is satisfactory to Agent and Canadian LC Issuer in their discretion; and (f) no default of any Canadian Lender’s obligations to fund under Section 2.3.2(b) exists or any Canadian Lender is at such time an Impacted Lender hereunder, unless the Canadian LC Issuer has entered into arrangements satisfactory to such Canadian LC Issuer with the Borrower Agent or such Canadian Lender to eliminate the Canadian LC Issuer’s risk with respect to such Canadian Lender.

      Canadian LC Documents : all documents, instruments and agreements (including Canadian LC Requests and Canadian LC Applications) delivered by Canadian Borrower to Canadian LC Issuer or Agent in connection with the issuance, amendment or renewal of, or payment under, any Canadian Letter of Credit.

      Canadian LC Obligations : the sum (without duplication) in Canadian Dollars of (a) all amounts owing by Canadian Borrower for any drawings under Canadian Letters of Credit, to the extent that the same have not been repaid through the funding of Revolver Loans; (b) the undrawn amount of all outstanding Canadian Letters of Credit; and (c) all fees and other amounts due and payable with respect to Canadian Letters of Credit.

      Canadian LC Request : a request for issuance of a Canadian Letter of Credit, to be provided by Canadian Borrower to Canadian LC Issuer, in form satisfactory to Agent and Canadian LC Issuer.

      Canadian LC Reserve : the aggregate of all Canadian LC Obligations, other than (a) those that have been Cash Collateralized; and (b) if no Event of Default exists, those constituting charges due and payable to the Canadian LC Issuer.

      Canadian Lenders : Bank of America, N.A. (acting through its Canada branch) and each other Lender permitted hereunder that has issued a Canadian Revolver Commitment.

      Canadian Letter of Credit : any standby or documentary letter of credit denominated in Canadian Dollars and issued by Canadian LC Issuer for the account of Canadian Borrower, or any indemnity, guarantee, exposure transmittal memorandum or similar form of credit support issued by Agent or Canadian LC Issuer for the benefit of Canadian Borrower.

Canadian Letter of Credit Fee : as defined in Section 3.2.2(b) .

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Canadian Letter of Credit Subline : $2,000,000.

Canadian Obligations : on any date, the portion of the Obligations outstanding that are owing by Canadian Borrower or any other Canadian Obligor.

Canadian Obligations Guaranty : as defined in Section 16.1 .

Canadian Obligor : Canadian Borrower or a Canadian Guarantor or any other Person that is liable for payment of any Canadian Obligations or that has granted a Lien in favor of Agent on its assets to secure any Canadian Obligations.

Canadian Overadvance : as defined in Section 2.1.6(b) .

Canadian Overadvance Loan : a Canadian Prime Rate Revolver Loan made when a Canadian Overadvance exists or is caused by the funding thereof.

Canadian Payroll Reserve : a reserve in an amount equal to the weekly Payroll Expenses of Canadian Borrower and the Canadian Subsidiaries for the payroll week most recently ended prior to the date of determination thereof; provided however , that if the Fixed Charge Coverage Ratio for the most recently ended Fiscal Month is less than 2.75 to 1.00 for the trailing twelve Fiscal Month period then ended, the Payroll Reserve shall be twice the weekly Payroll Expenses of Canadian Borrower and the Canadian Subsidiaries for the payroll week most recently ended prior to the date of determination thereof.

Canadian Pension Plan : a plan, program or arrangement which is required to be registered as a pension plan under any applicable pension benefits standards or statute or tax statute or regulation in Canada maintained or contributed to by, or to which there is or may be an obligation to contribute by, any Obligor in respect of its Canadian employees or former employees.

Canadian Prime Rate : for any day, a per annum rate equal to the greater of (a) the per annum rate of interest in effect for such day as publicly announced from time to time by Bank of America – Canada Branch as its “ prime rate ” for loans in Canadian Dollars; (b) the Bank of Canada Rate for such day, plus 0.50%; or (c) the Canadian BA Rate for a one-month interest period as determined on such day (or if such day is not a Business Day, the immediately preceding Business Day), plus 1.0%.

Canadian Prime Rate Loan : a Canadian Revolver Loan, or portion thereof, funded in Canadian Dollars and bearing interest calculated by reference to the Canadian Prime Rate.

Canadian Priority Payables Reserve : on any date of determination for Canadian Credit Parties, reserves established by Agent for amounts payable by Canadian Credit Parties and secured by any Liens, choate or inchoate, which rank or which would reasonably be expected to rank in priority to or pari passu with Agent’s Liens and/or for amounts which represent costs relating to the enforcement of Agent’s Liens including, without limitation, any such amounts due and not paid for wages, vacation pay, severance pay, amounts payable under the Wage Earner Protection Program Act (Canada), amounts due and not paid under any legislation relating to workers’ compensation or to employment insurance, all amounts deducted or withheld and not paid and remitted when due under the Income Tax Act (Canada), sales tax, goods and services tax, value added tax, harmonized tax, excise tax, tax payable pursuant to Part IX of the Excise Tax Act (Canada) or similar applicable provincial legislation, government royalties, amounts currently or past due and not paid for realty, municipal or similar taxes and all amounts currently or past due and not contributed, remitted or paid to any Canadian Pension Plan or Canadian Benefit Plan under the Canada Pension Plan, the PBA, or any similar statutory or other claims that would have or would reasonably be expected to have priority over or pari passu with any Liens granted to Agent in the future.

Canadian Protective Advances : as defined in Section 2.1.7(b) .

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Canadian Reimbursement Date : as defined in Section 2.3.2(b) .

Canadian Reserves : reserves that limit the availability of credit hereunder, consisting of, without duplication, reserves against Canadian Availability or Eligible Canadian Accounts established by Agent from time to time in its Credit Judgment. Without limiting the generality of the foregoing, the following reserves shall be deemed to be a reasonable exercise of Agent’s credit judgment exercised in good faith and consistent with accepted practices of the asset based lending industry: (a) Canadian Bank Product Reserves, (b) the Rent and Charges Reserve with respect to Canadian Credit Parties, (c) reserves for Dilution with respect to Accounts of the Canadian Credit Parties, and (d) the Canadian Priority Payables Reserve.

Canadian Revolver Commitment : for any Canadian Lender, its obligation to make Canadian Revolver Loans and to participate in Canadian LC Obligations up to the maximum principal amount equal to the Canadian Dollar Equivalent of its Canadian Commitment Percentage of the aggregate amount of all Canadian Revolver Commitments, which are shown in Dollars on Schedule 1.1 as of the Closing Date, or as hereafter determined pursuant to each Assignment and Acceptance to which it is a party. Notwithstanding the fact each Canadian Revolver Commitment is denominated in Dollars, all Canadian Revolver Loans and participations in Canadian Letters of Credit shall be funded in Canadian Dollars.

Canadian Revolver Commitments : the aggregate amount of the Canadian Revolver Commitment of all Canadian Lenders as such Canadian Revolver Commitments may be adjusted from time to time in accordance with the provisions of Sections 2.1.5(e) or 11.2 ; provided , that in no event shall the aggregate amount of such Canadian Revolver Commitments exceed $15,000,000.

Canadian Revolver Commitment Termination Date : the earliest to occur of (a) the Revolver Termination Date; (b) the date on which Canadian Borrower terminates the Canadian Revolver Commitments pursuant to Section 2.1.5 ; (c) the date on which U.S. Borrowers terminate the U.S. Revolver Commitments pursuant to Section 2.1.5 or (d) the date on which the Canadian Revolver Commitments or U.S. Revolver Commitments are terminated pursuant to Section 11.2 .

Canadian Revolver Exposure : on any date, an amount equal to the sum of the Dollar Equivalent of the Canadian Revolver Loans plus Canadian LC Obligations outstanding on such date.

Canadian Revolver Facility : the credit facilities provided by Canadian Lenders under Section 2 hereof, including (a) Canadian Revolver Loans, (b) Canadian Letters of Credit and Canadian Protective Advances and participations therein, and (c) Canadian Overadvances.

Canadian Revolver Loan : a loan made pursuant to Section 2.1.2 and any Canadian Overadvance Loan or Canadian Protective Advance.

Canadian Revolver Note : a promissory note to be executed by Canadian Borrower in favor of a Canadian Lender in the form of Exhibit A-1 , which shall evidence the Canadian Revolver Loans made by such Canadian Lender.

Canadian Secured Parties : Agent, Canadian LC Issuer, Canadian Lenders and providers of Canadian Bank Products.

Canadian Security Agreement : each general security agreement and each deed of movable hypothec between any Canadian Obligor and Agent.

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Canadian Subsidiary : a Subsidiary of an Obligor organized under the laws of Canada or any province or territory thereof.

Canadian Unused Fee : as defined in Section 3.2.1(b) .

Capital Expenditures : all liabilities incurred, expenditures made or payments due (whether or not made) by a Borrower or Subsidiary for the acquisition of any fixed assets, or any improvements, replacements, substitutions or additions thereto with a useful life of more than one year, including the principal portion of Capital Leases.

Capital Lease : any lease that is required to be capitalized for financial reporting purposes in accordance with GAAP.

Cash Collateral : cash, and any interest or other income earned thereon, or if elected by Agent, a letter of credit issued in favor of Agent in form and substance reasonably acceptable to Agent by a bank reasonably acceptable to Agent, that is delivered to Agent to Cash Collateralize any Obligations.

Cash Collateral Account : a demand deposit, money market or other account established by Agent at such financial institution as Agent may select in its discretion, which account shall be subject to Agent’s Liens for the benefit of Secured Parties.

Cash Collateralize : the delivery of Cash Collateral to Agent, as security for the payment of Obligations, in an amount equal to (a) with respect to LC Obligations, 105% of the aggregate LC Obligations, and (b) with respect to any inchoate, contingent or other Obligations (including Obligations arising under Bank Products), Agent’s reasonable and good faith estimate of the amount due or to become due, including all fees and other amounts relating to such Obligations. “ Cash Collateralization ” has a correlative meaning.

Cash Equivalents : (a) marketable obligations issued or unconditionally guaranteed by, and backed by the full faith and credit of, the United States or Canadian government, maturing within 12 months of the date of acquisition; (b) certificates of deposit, time deposits and bankers’ acceptances maturing within 12 months of the date of acquisition, and overnight bank deposits, in each case which are issued by a commercial bank organized under the laws of the United States, Canada or any state or district of the United States or province or territory of Canada, rated A-1 (or better) by S&P or P-1 (or better) by Moody’s at the time of acquisition, and (unless issued by a Lender) not subject to offset rights; (c) repurchase obligations with a term of not more than thirty (30) days for underlying investments of the types described in clauses (a) and (b) entered into with any financial institution meeting the qualifications specified in clause (b); (d) commercial paper rated A-1 (or better) by S&P or P-1 (or better) by Moody’s, and maturing within nine months of the date of acquisition; and (e) shares of any money market fund that has substantially all of its assets invested continuously in the types of investments referred to above, has net assets of at least $500,000,000 and has the highest rating obtainable from either Moody’s or S&P.

Cash Management Services : any services provided from time to time by any Lender or any of its Affiliates to any Borrower or Subsidiary in connection with operating, collections, payroll, trust, or other depository or disbursement accounts, including automated clearinghouse, e-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox and stop payment services.

CERCLA : the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. 9601 et seq .).

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

Change of Control : means an event or series of events by which:

(a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire (such right, an “option right”), whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of 25% or more of the equity securities of the Company entitled to vote for members of the board of directors or equivalent governing body of the Company on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right); or

(b) during any period of 12 consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Company cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body (excluding, in the case of both clause (ii) and clause (iii), any individual whose initial nomination for, or assumption of office as, a member of that board or equivalent governing body occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the board of directors).

Chattel Paper : as defined in the as defined in the PPSA.

Claims : all liabilities, obligations, losses, damages, penalties, judgments, proceedings, interest, costs and expenses of any kind (including remedial response costs, reasonable attorneys’ fees and Extraordinary Expenses) at any time (including after Full Payment of the Obligations, resignation or replacement of Agent, or replacement of any Lender) incurred by or asserted against any Indemnitee in any way relating to (a) any Loans, Letters of Credit, Loan Documents, or the use thereof or transactions relating thereto, (b) any action taken or omitted to be taken by any Indemnitee in connection with any Loan Documents, (c) the existence or perfection of any Liens, or realization upon any Collateral, (d) exercise of any rights or remedies under any Loan Documents or Applicable Law, or (e) failure by any Obligor to perform or observe any terms of any Loan Document, in each case including all reasonable costs and expenses relating to any investigation, litigation, arbitration or other proceeding (including an Insolvency Proceeding or appellate proceedings), whether or not the applicable Indemnitee is a party thereto.

Closing Date : as defined in Section 6.1 .

Code : the Internal Revenue Code of 1986.

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Collateral : all U.S. Collateral and all Canadian Collateral.

Commitment : for any Lender, the aggregate amount of such Lender’s Revolver Commitment. “ Commitments ” means the aggregate amount of all Revolver Commitments.

Compliance Certificate : a certificate, in form and substance reasonably satisfactory to Agent, including, without limitation, (a) certification by the Borrowers as to no Default or Event of Default and the calculation of the Fixed Charge Coverage Ratio for the most recently ended trailing twelve month period, (b) a list of all outstanding Bank Products and (c) a determination of the applicable Level for the Applicable Margin (including a calculation of Average Availability used in such determination).

Contingent Obligation : any obligation of a Person arising from a guaranty, indemnity or other assurance of payment or performance of any Debt, lease, dividend or other obligation (“ primary obligations ”) of another obligor (“ primary obligor ”) in any manner, whether directly or indirectly, including any obligation of such Person under any (a) guaranty, endorsement, co-making or sale with recourse of an obligation of a primary obligor; (b) obligation to make take-or-pay or similar payments regardless of nonperformance by any other party to an agreement; and (c) arrangement (i) to purchase any primary obligation or security therefor, (ii) to supply funds for the purchase or payment of any primary obligation, (iii) to maintain or assure working capital, equity capital, net worth or solvency of the primary obligor, (iv) to purchase Property or services for the purpose of assuring the ability of the primary obligor to perform a primary obligation, or (v) otherwise to assure or hold harmless the holder of any primary obligation against loss in respect thereof. The amount of any Contingent Obligation shall be deemed to be the stated or determinable amount of the primary obligation (or, if less, the maximum amount for which such Person may be liable under the instrument evidencing the Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability with respect thereto.

Control : the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “ Controlling ” and “ Controlled ” have correlative meanings.

Credit Judgment : Agent’s judgment exercised reasonably and in good faith, based upon its consideration of any factor that it believes, reasonably and in good faith, (a) could materially and adversely affect the quantity, quality, mix or value of Collateral (including any Applicable Law that may inhibit collection of an Account), the enforceability or priority of Agent’s Liens, or the amount that Agent and Lenders could receive in liquidation of any Collateral; (b) suggests that any collateral report or financial information delivered by any Obligor is incomplete, inaccurate or misleading in any material respect; (c) materially increases the likelihood of any Insolvency Proceeding involving an Obligor; or (d) creates or could reasonably be expected to result in a Default or an Event of Default. In exercising such judgment, Agent may consider any factors that could reasonably be expected to materially increase the credit risk of lending to Borrowers on the security of the Collateral.

Creditor Representative : under any Applicable Law, a receiver, interim receiver, receiver and manager, trustee (including any trustee in bankruptcy), custodian, conservator, administrator, examiner, sheriff, monitor, assignee, liquidator, provisional liquidator, sequestrator or similar officer or fiduciary.

Crossover Lender : any U.S. Lender that is also Canadian Lender or that has an Affiliate that is a Canadian Lender

CWA : the Clean Water Act (33 U.S.C. §§ 1251 et seq .).

Debt : with respect to any Person, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances by other Persons of any kind, (b) all monetary

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obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all monetary obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (d) all monetary obligations of such Person in respect of the deferred purchase price of property or services (excluding trade accounts payable incurred in the Ordinary Course of Business, and deferred compensation), (e) all obligations due under Capital Leases or “synthetic” or similar leases of such Person, (f) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, (g) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances, (h) all Debt of others secured by any Lien on property owned or acquired by such Person, whether or not the Debt secured thereby has been assumed, and (i) all Contingent Obligations of such Person relating to Debt of others. The Debt of any Person shall include the Debt of any other Person (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such other Person, except to the extent the terms of such Debt provide that such Person is not liable therefor.

Default : an event or condition that, with the lapse of time or giving of notice, would constitute an Event of Default.

Default Rate : for any Obligation (including, to the extent permitted by law, interest not paid when due), 2% plus the interest rate otherwise applicable thereto.

Defaulting Lender : a Lender during the period and only for so long as a Lender Default is in effect with respect to such Lender.

Deposit Account Control Agreements : the Deposit Account control agreements to be executed by each institution maintaining a Deposit Account for an Obligor, in favor of Agent, for the benefit of Secured Parties, as security for the Obligations.

Designated Obligations : as defined in Section 5.14.1 .

Dilution : bad debt write-downs or write-offs, discounts, returns, promotions, credits, credit memos and other dilutive items with respect to Accounts.

Distribution : any declaration or payment of a distribution, interest or dividend on any Equity Interest (other than payment-in-kind); any distribution, advance or repayment of Debt to a holder of Equity Interests; or any purchase, redemption, or other acquisition or retirement for value of any Equity Interest.

Dividend : as defined in Section 7.3.3 .

Document : as defined in the UCC (or, with respect to any Document of a Canadian Credit Party, a “document of title” as defined in the PPSA).

Dollar Equivalent : at any time, (i) with respect to any amount denominated in Dollars, such amount, and (ii) with respect to any amount denominated in any other currency, the amount of Dollars that Agent determines (which determination shall be conclusive and binding absent manifest error) would be necessary to be sold on such date at the applicable Exchange Rate to obtain the stated amount of the other currency.

Dollars : lawful money of the United States.

Dominion Account : a special account established by Borrowers at Bank of America or another bank commercially acceptable to Agent, over which Agent has exclusive control for withdrawal purposes.

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EBITDA : determined on a consolidated basis for Borrowers and Subsidiaries with respect to any fiscal period of the Company and its Subsidiaries, Adjusted Net Earnings from Operations, plus , to the extent deducted in the determination of Adjusted Net Earnings from Operations for that fiscal period, Interest Expense, Federal, state, local and foreign income taxes, depreciation and amortization.

Eligible Account : an Eligible Canadian Account or an Eligible U.S. Account.

Eligible Assignee : a Person that is (a) a Lender, U.S.-based or Canadian-based Affiliate or branch of a Lender or Approved Fund; (b) any other financial institution approved by Agent and Borrower Agent (which approval by Borrower Agent shall not be unreasonably withheld or delayed, and shall be deemed given if no objection is made within five Business Days after notice of the proposed assignment), that is organized under the laws of the United States or any state or district thereof, has total assets in excess of $5 billion, extends asset-based lending facilities in its ordinary course of business and whose becoming an assignee would not constitute a prohibited transaction under Section 4975 of the Code or any other Applicable Law; and (c) during any Event of Default, any Person acceptable to Agent in its discretion; provided that any Person under any such clauses (a) or (b) which is to become a Canadian Lender shall have the ability to make loans in Canadian Dollars of the type being made hereunder in Canada and shall be a resident of Canada for income tax purposes (or, if such Person is not a resident of Canada for income tax purposes, such Person shall be at arms’ length for income tax purposes from Canadian Borrower). Notwithstanding the foregoing, in no event shall (i) any Person in substantially the same line of business as Obligors (or any Affiliate of any such Person) constitute an Eligible Assignee, nor (ii) any Obligor (nor any affiliate of an Obligor) constitute an Eligible Assignee.

Eligible Canadian Account : an Account owing to a Canadian Credit Party that arises in the Ordinary Course of Business from the sale of goods or rendition of services, is payable in Canadian Dollars and is deemed by Agent, in its Credit Judgment, to be an Eligible Canadian Account. Without limiting the foregoing, no Account shall be an Eligible Canadian Account if:

(a) it is unpaid for more than 60 days after the original due date, or more than 90 days after the original invoice date;

(b) 50% or more of the Accounts owing by the Account Debtor are not Eligible Accounts under the foregoing clause (a);

(c) when aggregated with other Accounts owing by the Account Debtor, it exceeds 25% of the aggregate Eligible Accounts (or such higher percentage as Agent may establish for the Account Debtor from time to time);

(d) it has not been invoiced and billed to the applicable Account Debtor or otherwise does not conform with a covenant or representation herein;

(e) it is owing by a creditor or supplier, or is otherwise subject to a potential offset, counterclaim, dispute, deduction, discount, recoupment, reserve, defense, chargeback, credit or allowance (but ineligibility shall be limited to the amount thereof);

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

(g) an Insolvency Proceeding has been commenced by or against the Account Debtor; or the Account Debtor has failed, has suspended or ceased doing business, is liquidating, dissolving or winding

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up its affairs, or is not Solvent; or the applicable Canadian Credit Party is not able to bring suit or enforce remedies against the Account Debtor through judicial process;

      (h) the Account Debtor is organized or has its principal offices or assets outside the United States or Canada;

      (i) it is owing by a Government Authority, unless the applicable Canadian Credit Party has taken all action reasonably necessary to permit the assignment of such Account to the Agent and to enable Agent to require the Account Debtor to make payment directly to Agent with respect to such Account;

      (j) it is not subject to a duly perfected, first priority Lien in favor of Agent, or is subject to any other Lien, other than Permitted Liens that are junior in right of payment to Agent’s Liens;

      (k) the goods giving rise to it have not been delivered to and accepted by the Account Debtor, the services giving rise to it have not been accepted by the Account Debtor, or it otherwise does not represent a final sale;

      (l) it is evidenced by Chattel Paper or an Instrument of any kind, or has been reduced to judgment;

      (m) its payment has been extended, the Account Debtor has made a partial payment, or it arises from a sale on a cash-on-delivery basis;

      (n) it arises from a sale to an Affiliate of any Canadian Credit Party, from a sale on a bill-and-hold, guaranteed sale, sale-or-return, sale-on-approval, consignment, or other repurchase or return basis, or from a sale to a Person for personal, family or household purposes;

      (o) it represents a progress billing (as hereinafter defined) or retainage “progress billing” meaning any invoice for goods sold or leased or services rendered under a contract or agreement pursuant to which the Account Debtor’s obligation to pay such invoice is conditioned upon the applicable Canadian Credit Party’s completion of any further performance under the contract or agreement;

      (p) the Account Debtor for such Account is located in any jurisdiction requiring the qualification of the applicable Canadian Credit Party to do business or the filing of a Notice of Business Activities Report or similar report by the applicable Canadian Credit Party in order to permit the Canadian Credit Party to seek judicial enforcement in such jurisdiction of payment of such Account, unless such Canadian Credit Party has qualified to do business in such jurisdiction or has filed a Notice of Business Activities Report or equivalent report for the then current year; or

      (q) it includes a billing for interest, fees or late charges, but ineligibility shall be limited to the extent thereof.

      In calculating delinquent portions of Accounts under clauses (a) and (b), credit balances more than 90 days old will be excluded.

      Eligible U.S. Account : an Account owing to a U.S. Obligor that arises in the Ordinary Course of Business from the sale of goods or rendition of services, is payable in Dollars and is deemed by Agent, in its Credit Judgment, to be an Eligible U.S. Account. Without limiting the foregoing, no Account shall be an Eligible U.S. Account if:

      (a) it is unpaid for more than 60 days after the original due date, or more than 90 days after the original invoice date;

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      (b) 50% or more of the Accounts owing by the Account Debtor are not Eligible Accounts under the foregoing clause (a);

      (c) when aggregated with other Accounts owing by the Account Debtor, it exceeds 25% of the aggregate Eligible Accounts (or such higher percentage as Agent may establish for the Account Debtor from time to time);

      (d) it has not been invoiced and billed to the applicable Account Debtor or otherwise does not conform with a covenant or representation herein;

      (e) it is owing by a creditor or supplier, or is otherwise subject to a potential offset, counterclaim, dispute, deduction, discount, recoupment, reserve, defense, chargeback, credit or allowance (but ineligibility shall be limited to the amount thereof);

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

      (g) an Insolvency Proceeding has been commenced by or against the Account Debtor; or the Account Debtor has failed, has suspended or ceased doing business, is liquidating, dissolving or winding up its affairs, or is not Solvent; or the applicable Obligor is not able to bring suit or enforce remedies against the Account Debtor through judicial process;

      (h) the Account Debtor is organized or has its principal offices or assets outside the United States or Canada;

      (i) it is owing by a Government Authority, unless (i) the Account Debtor is the United States or any department, agency or instrumentality thereof and the Account has been assigned to Agent in compliance with the Assignment of Claims Act, or (ii) the applicable Obligor has taken all action reasonably necessary to permit the assignment of such Account to Agent and to enable Agent to require the Account Debtor to make payment directly to Agent with respect to such Account;

      (j) it is not subject to a duly perfected, first priority Lien in favor of Agent, or is subject to any other Lien, other than Permitted Liens that are junior in right of payment to Agent’s Liens;

      (k) the goods giving rise to it have not been delivered to and accepted by the Account Debtor, the services giving rise to it have not been accepted by the Account Debtor, or it otherwise does not represent a final sale;

      (l) it is evidenced by Chattel Paper or an Instrument of any kind, or has been reduced to judgment;

      (m) its payment has been extended, the Account Debtor has made a partial payment, or it arises from a sale on a cash-on-delivery basis;

      (n) it arises from a sale to an Affiliate of any Obligor, from a sale on a bill-and-hold, guaranteed sale, sale-or-return, sale-on-approval, consignment, or other repurchase or return basis, or from a sale to a Person for personal, family or household purposes;

      (o) it represents a progress billing (as hereinafter defined) or retainage; “progress billing” means any invoice for goods sold or leased or services rendered under a contract or agreement pursuant to which the Account Debtor’s obligation to pay such invoice is conditioned upon the applicable U.S. Obligor’s completion of any further performance under the contract or agreement;

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(p) the Account Debtor for such Account is located in any state requiring the qualification of the applicable Obligor to do business or the filing of a Notice of Business Activities Report or similar report by the applicable Obligor in order to permit the Obligor to seek judicial enforcement in such state of payment of such Account, unless such Obligor has qualified to do business in such state or has filed a Notice of Business Activities Report or equivalent report for the then current year; or

(q) it includes a billing for interest, fees or late charges, but ineligibility shall be limited to the extent thereof.

In calculating delinquent portions of Accounts under clauses (a) and (b), credit balances more than 90 days old will be excluded.

Eligible Unbilled U.S. Account : an Account that (a) is otherwise an Eligible U.S. Account except for the fact that it has not been invoiced and billed to the applicable Account Debtor, (b) arises from amounts charged on an hourly basis and is supported by signed time cards or such other documentation as is reasonably acceptable to Agent; (c) has been unbilled for less than thirty (30) days; and (d) can be confirmed by Agent as invoiced and billed within thirty (30) days of creation of such Account.

Enforcement Action : any action to enforce any Obligations or Loan Documents or to realize upon any Collateral (whether by judicial action, self-help, notification of Account Debtors, exercise of setoff or recoupment, or otherwise).

Environmental Laws : all Applicable Laws (including all programs, permits and guidance promulgated by regulatory agencies), relating to public health (but excluding occupational safety and health, to the extent regulated by OSHA) or the protection or pollution of the environment, including CERCLA, RCRA and CWA.

Environmental Notice : a notice (whether written or oral) from any Governmental Authority or other Person of any possible noncompliance with, investigation of a possible violation of, litigation relating to, or potential fine or liability under any Environmental Law, or with respect to any Environmental Release, environmental pollution or hazardous materials, including any complaint, summons, citation, order, claim, demand or request for correction, remediation or otherwise.

Environmental Release : a release as defined in CERCLA or under any other Environmental Law.

Equipment : as defined in the UCC (or, in the case of any Equipment of a Canadian Credit Party, as defined in the PPSA), including all machinery, apparatus, equipment, fittings, furniture, fixtures, motor vehicles and other tangible personal Property (other than Inventory), and all parts, accessories and special tools therefor, and accessions thereto.

Equity Interest : the interest of any (a) shareholder in a corporation; (b) partner in a partnership (whether general, limited, limited liability or joint venture); (c) member in a limited liability company; or (d) other Person having any other form of equity security or ownership interest.

ERISA : the Employee Retirement Income Security Act of 1974.

ERISA Affiliate : any trade or business (whether or not incorporated) under common control with an Obligor within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

ERISA Event : (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by any Obligor or ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of

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operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by any Obligor or ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) any Obligor or ERISA Affiliate fails to meet any funding obligations with respect to any Pension Plan or Multiemployer Plan, or requests a minimum funding waiver; (f) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (g) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Obligor or ERISA Affiliate.

Event of Default : as defined in Section 11.1 .

      Exchange Rate : on any date, (i) with respect to Canadian Dollars in relation to Dollars, the spot rate as quoted by Bank of America at its noon spot rate at which Dollars are offered on such date for Canadian Dollars, and (ii) with respect to Dollars in relation to Canadian Dollars, the spot rate as quoted by Bank of America at its noon spot rate at which Canadian Dollars are offered on such date for such Dollars.

      Excluded Account : (i) any account used exclusively for payroll, payroll taxes or employee benefits (including that certain investment account with Wilmington Trust relating to the Company's deferred compensation program), (ii) any "zero balance" account or similar "master account" used primarily as an operating or funding account containing de minimus balances in the Ordinary Course of Business, and (iii) any other account containing not more that $100,000 at any time and not more than $500,000 in the aggregate for all such accounts.

      Excluded Tax : with respect to Agent, any Lender, LC Issuer or any other recipient of a payment to be made by or on account of any Obligation, (a) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located; (b) any branch profits taxes imposed by the United States or Canada or any similar tax imposed by any other jurisdiction in which any Borrower is located; (c) any backup withholding tax required by the Code to be withheld from amounts payable to a Lender that has failed to comply with Section 5.10 ; (d) in the case of a Foreign Lender, any United States withholding tax that is (i) required pursuant to laws in force at the time such Lender becomes a Lender (or designates a new Lending Office) hereunder, or (ii) attributable to such Lender’s failure or inability (other than as a result of a Change in Law) to comply with Section 5.10 , except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from Borrowers with respect to such withholding tax; and (e) any Canadian withholding tax that is (i) required pursuant to the laws in force at the time such Lender becomes a Lender (or designates a new Lending Office) hereunder, or (ii) attributable to such Lender’s failure or inability (other than as a result of a Change in Law) to comply with Section 5.10 , except to the extent such Lender (or its assignor, if any) was entitled at the time of designation of a new Lending Office (or assignment), to receive additional amounts from Borrowers with respect to such withholding tax.

      Exhaustion of U.S. Credit Support : all amounts collected by Agent or, in the good faith determination of Agent, available for collection by Agent from or on account of the U.S. Obligors or in respect of the U.S. Collateral upon the exercise of the remedies provided for in Section 11.2 have been applied in full to the payment or Cash Collateralization of U.S. Obligations.

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Existing Letters of Credit: those letters of credit denominated in Dollars and issued under the Original Credit Agreement and specified on Schedule 1.2 .

Extraordinary Expenses : all out-of-pocket costs, expenses or advances that Agent may incur during a Default or Event of Default, or during the pendency of an Insolvency Proceeding of an Obligor, including those relating to (a) any audit, inspection, repossession, storage, repair, appraisal, insurance, manufacture, preparation or advertising for sale, sale, collection, or other preservation of or realization upon any Collateral; (b) any action, arbitration or other proceeding (whether instituted by or against Agent, any Lender, any Obligor, any representative of creditors of an Obligor or any other Person) in any way relating to any Collateral (including the validity, perfection, priority or avoidability of Agent’s Liens with respect to any Collateral), Loan Documents, Letters of Credit or Obligations, including any lender liability or other Claims; (c) the exercise, protection or enforcement of any rights or remedies of Agent in, or the monitoring of, any Insolvency Proceeding; (d) settlement or satisfaction of any taxes, charges or Liens with respect to any Collateral; (e) any Enforcement Action; (f) negotiation and documentation of any modification, waiver, workout, restructuring or forbearance with respect to any Loan Documents or Obligations; and (g) Protective Advances. Such costs, expenses and advances include transfer fees, Other Taxes, storage fees, insurance costs, permit fees, utility reservation and standby fees, legal fees, appraisal fees, brokers’ fees and commissions, auctioneers’ fees and commissions, accountants’ fees, wages and salaries paid to employees of any Obligor or independent contractors in liquidating any Collateral, and travel expenses.

Federal Funds Rate : (a) the weighted average of interest rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on the applicable Business Day (or on the preceding Business Day, if the applicable day is not a Business Day), as published by the Federal Reserve Bank of New York on the next Business Day; or (b) if no such rate is published on the next Business Day, the average rate (rounded up, if necessary, to the nearest 1/8 of 1%) charged to Bank of America on the applicable day on such transactions, as determined by Agent.

Fee Letter : the fee letter agreement between Agent and Borrowers.

Fiscal Month : each fiscal month of Company and Subsidiaries for accounting purposes.

Fiscal Quarter : each period of three Fiscal Months, commencing on the first day of a Fiscal Year.

Fiscal Year : the fiscal year of Company and Subsidiaries for accounting and tax purposes. The Company’s current Fiscal Year will end on December 27, 2009.

Fixed Charge Coverage Ratio : the ratio, determined on a consolidated basis for Borrowers and Subsidiaries for the most recent four Fiscal Quarters, of (a) EBITDA plus the one-time cash and non-cash expenses identified on Schedule 1.3 , minus Capital Expenditures (except those financed with Borrowed Money other than Revolver Loans), minus cash taxes paid or past due (Federal, state, provincial, municipal, local or foreign) and minus all pension contribution payments in excess of accruals, to (b) Fixed Charges.

Fixed Charge Trigger Period : the period (a) commencing on the day that Availability is less than the Fixed Charge Trigger Threshold at any time and (b) continuing until the date that during the previous 90 consecutive days Availability has been greater than the Fixed Charge Trigger Threshold at all times.

Fixed Charge Trigger Threshold : the greater of (i) $30,000,000 or (ii) 12% of the Total Revolver Commitments.

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Fixed Charges : the sum of (a) net interest expense paid or past due (other than payment-in-kind) after deduction of interest income received, plus (b) any scheduled principal payments on any Debt (other than principal repayments of the Revolver Loans, the Technisource Repayment and the ACS Payment).

Floating Rate Loan : a Base Rate Loan or a Canadian Prime Rate Loan.

FLSA : the Fair Labor Standards Act of 1938.

Foreign Lender : any Lender that is organized under the laws of a jurisdiction other than the laws of the United States, or any state or district thereof.

Foreign Plan : any employee benefit plan or arrangement (a) maintained or contributed to by any Obligor or Subsidiary that is not subject to the laws of the United States; or (b) mandated by a government other than the United States for employees of any Obligor or Subsidiary.

Foreign Subsidiary : a Subsidiary that is a “controlled foreign corporation” under Section 957 of the Code, such that a guaranty by such Subsidiary of the Obligations or a Lien on the assets of such Subsidiary to secure the Obligations could result in material tax liability to Borrowers, which for the avoidance of doubt, does not include Canadian Subsidiaries with respect to Canadian Loans.

FSCO : The Financial Services Commission of Ontario or like body in any other province or territory of Canada and any other Governmental Authority succeeding to the functions thereof.

Full Payment : with respect to any Obligations, (a) the full cash payment thereof (or Cash Collateralization thereof to the extent contemplated by clause (b) of this definition), including any interest, fees and other charges accruing during an Insolvency Proceeding (whether or not allowed in the proceeding); (b) if such Obligations are LC Obligations or inchoate or contingent in nature, Cash Collateralization thereof; (c) a release of any Claims of Obligors against Agent, Lenders and LC Issuer arising on or before the payment date; and (d) the termination or expiration of all Commitments related to such Loans.

GAAP : generally accepted accounting principles in effect in the United States from time to time.

General Intangibles : as defined in the UCC (or, with respect to any General Intangible of a Canadian Credit Party, an “intangible” as defined in the PPSA), including choses in action, causes of action, company or other business records, inventions, blueprints, designs, patents, patent applications, trademarks, trademark applications, trade names, trade secrets, service marks, goodwill, brand names, copyrights, registrations, licenses, franchises, customer lists, permits, tax refund claims, computer programs, operational manuals, internet addresses and domain names, insurance refunds and premium rebates, all rights to indemnification, and all other intangible Property of any kind.

Goods : as defined in the PPSA.

Governmental Approvals : all applicable authorizations, consents, approvals, licenses and exemptions of, registrations and filings with, and required reports to, all Governmental Authorities.

Governmental Authority : any applicable federal, state, provincial, territorial, municipal, foreign or other governmental department, agency, commission, board, bureau, court, tribunal, instrumentality, political subdivision, or other entity or officer exercising executive, legislative, judicial, regulatory or administrative functions for or pertaining to any government or court, in each case whether associated with the United States, a state, district or territory thereof, Canada, a province or territory thereof, or any other foreign entity or government.

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Guarantor Payment : as defined in Section 5.11.3 .

Guarantors : each Person who guarantees payment or performance of the whole or any part of the Obligations, including (i) in the case of the Obligations, each of the U.S. Subsidiary Guarantors signatory hereto from time to time as guarantors of the Obligations, and (ii) in the case of the Canadian Obligations, in addition to those guarantors identified in clause (i), the Canadian Guarantors and the U.S. Borrower Guarantors as guarantors of the Canadian Obligations.

Guaranty : each guaranty agreement, including the guaranties set forth in Sections 15 and 16, now or hereafter executed by a Guarantor in favor of Agent and the Applicable Lenders with respect to any of the Obligations of a Borrower Group, and each other guaranty and guaranty supplement delivered pursuant to Section 10.1.9 .

Hedging Agreement : any and all transactions, agreements or documents now existing or hereafter entered into, which provides for an interest rate, credit, commodity or equity swap, cap, floor, collar, forward foreign exchange transaction, currency swap, cross currency rate swap, currency option, or any combination of, or option with respect to, these or similar transactions, for the purpose of hedging the Borrowers’ exposure to fluctuations in interest or exchange rates, loan, credit exchange, security or currency valuations or commodity prices.

Immaterial Acquisition : any acquisition of the assets or Equity Interests of any franchisee of the Borrowers that would satisfy the requirements of clauses (b)(i), (iii) and (iv) of the definition of “Permitted Acquisitions” and for aggregate consideration (including cash, notes, assumed debt, contingent payments and Equity Interests) of up to $2,000,000 in any Fiscal Year and $5,000,000 during the term of this Agreement.

Immaterial Subsidiary : (a) any Foreign Subsidiary (other than any Canadian Credit Party) and (b) any U.S. Subsidiary that has assets with an Asset Value or net income in any Fiscal Year, whichever is greater, of less than $5,000,000; provided , that the aggregate Asset Value of such assets or amount of income, when added to the assets and income of all other Immaterial Subsidiaries under this clause (b) is not in excess of $15,000,000 at any time.

Impacted Lender : at any date (i) a Lender which is then a Defaulting Lender or (ii) a Lender (A) which Agent or any applicable LC Issuer, as applicable, in good faith believes has defaulted in fulfilling its obligations under one or more other syndicated credit facilities or (B) is Controlled by a Person that has been deemed insolvent or become subject to a bankruptcy, insolvency, receivership, conservatorship or other similar proceeding.

Indemnified Taxes : Taxes other than Excluded Taxes.

Indemnitees : Agent Indemnitees, Lender Indemnitees, Canadian LC Issuer Indemnitees, US LC Issuer Indemnitees and Bank of America Indemnitees.

Insolvency Proceeding : any case or proceeding commenced by or against a Person under any state, federal or foreign law for, or any agreement of such Person to, (a) the entry of an order for relief under the Bankruptcy Code, or any other insolvency, debtor relief or debt adjustment law; (b) the appointment of a receiver, interim receiver, receiver and manager, trustee, monitor, liquidator, administrator, conservator or other custodian for such Person or any part of its Property; or (c) an assignment or trust mortgage for the benefit of creditors.

Instrument : as defined in the PPSA.

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Intellectual Property : all intellectual and similar Property of a Person, including inventions, designs, patents, copyrights, trademarks, service marks, trade names, trade secrets, confidential or proprietary information, customer lists, know-how, software and databases; all embodiments or fixations thereof and all related documentation, applications, registrations and franchises; all licenses or other rights to use any of the foregoing; and all books and records relating to the foregoing.

Intellectual Property Claim : any claim or assertion (whether in writing, by suit or otherwise) that an Obligor’s or Subsidiary’s ownership, use, marketing, sale or distribution of any services, Equipment, Intellectual Property or other Property violates another Person’s Intellectual Property.

Interest Expense : for any fiscal period, the aggregate amount of interest required to be paid or accrued by the Company and its Subsidiaries during such period on all Debt of the Company and its Subsidiaries during such period, determined in accordance with GAAP, whether such interest was or is required to be reflected as an item of expense or capitalized, including payments consisting of interest in respect of Capital Leases or synthetic leases), net of all interest income they receive or accrue during such period.

Interest Period : as defined in Section 3.1.4 .

Interest Period Loan : a LIBOR Loan or a Canadian BA Rate Loan.

Inventory : as defined in the UCC (or, with respect to any Inventory of a Canadian Credit Party, as defined in the PPSA), including all goods intended for sale, lease, display or demonstration; all work in process; and all raw materials, and other materials and supplies of any kind that are or could be used in connection with the manufacture, printing, packing, shipping, advertising, sale, lease or furnishing of such goods, or otherwise used or consumed in an Obligor’s business (but excluding Equipment).

Investment : any acquisition of all or substantially all assets of a Person; any acquisition of record or beneficial ownership of any Equity Interests of a Person; or any advance or capital contribution to or other investment in a Person.

Investment Property : as defined in the UCC (or, with respect to any Investment Property of a Canadian Credit Party, “security” as defined in the PPSA).

IRS : the United States Internal Revenue Service.

LC Issuers : the U.S. LC issuer and the Canadian LC issuer.

LC Conditions : the U.S. LC Conditions and the Canadian LC Conditions.

LC Obligations : the sum (without duplication) of the Dollar Equivalent Amount of (a) all amounts owing by Borrowers for any drawings under Letters of Credit, to the extent that the same have not been repaid through funding of Revolver Loans; (b) the undrawn amount of all outstanding Letters of Credit; and (c) all fees and other amounts due and payable with respect to Letters of Credit.

Lender Default : with respect to any Lender as reasonably determined by Agent, that such Lender (i) has failed to fund any portion of the Loans or participations in any LC Obligations required to be funded by it hereunder, (ii) has notified the Borrower Agent, Agent or any Lender in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply with its funding obligations under this Agreement or generally under other agreements in which it has committed to extend credit, (iii) has failed, within three Business Days (or prior to the applicable date on which it is required hereunder to fund any portion of the Loans or participations in LC Obligations required to be funded by it hereunder (each, a “ Funding

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Date ”), if earlier) after written request by Agent, to confirm that it will comply with the terms of this Agreement relating to its obligations to fund prospective Loans or participations in LC Obligations; provided that a Lender Default with respect to such Lender shall cease to exist under this clause (iii) upon receipt of such confirmation by Agent, (iv) has otherwise failed to pay over to Agent or any other Lender any other amount required to be paid by it hereunder within three Business Days of the date when due or prior to the Funding Date, if earlier, unless the subject of a good faith dispute or (v) (A) has become or is insolvent or has a parent company that has become or is insolvent or (B) has become the subject of an Insolvency Proceeding, or has had a receiver, interim receiver, receiver and manager, conservator, trustee, monitor, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has become the subject of an Insolvency Proceeding, or has had a receiver, interim receiver, receiver and manager, conservator, trustee, monitor, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment; provided that a Lender Default shall not exist with respect to a Lender solely by virtue of the ownership or acquisition of an Equity Interest in such Lender or a parent company thereof by a Governmental Authority or an instrumentality thereof.

Lender Indemnitees : Lenders and their officers, directors, employees, Affiliates, trustees, advisors, agents and attorneys.

Lenders : as defined in the preamble to this Agreement and any other Person who hereafter becomes a “Lender” pursuant to an Assignment and Acceptance.

Lending Office : the office designated as such by the applicable Lender at the time it becomes party to this Agreement or thereafter by notice to Agent and Borrower Agent.

Letter of Credit : any U.S. Letter of Credit or Canadian Letter of Credit.

LIBOR : for any Interest Period with respect to a LIBOR Loan, the per annum rate of interest (rounded up, if necessary, to the nearest 1/8th of 1%), determined by Agent at approximately 11:00 a.m. (London time) two Business Days prior to commencement of such Interest Period, for a term comparable to such Interest Period, equal to (a) the British Bankers Association LIBOR Rate (“ BBA LIBOR ”), as published by Reuters (or other commercially available source designated by Agent); or (b) if BBA LIBOR is not available for any reason, the interest rate at which Dollar deposits in the approximate amount of the LIBOR Loan would be offered by Bank of America’s London branch to major banks in the London interbank Eurodollar market. If the Board of Governors imposes a Reserve Percentage with respect to LIBOR deposits, then LIBOR shall be the foregoing rate, divided by 1 minus the Reserve Percentage.

LIBOR Loan : a U.S. Revolver Loan that bears interest based on LIBOR.

License : any license or agreement under which an Obligor is authorized to use Intellectual Property in connection with any manufacture, marketing, distribution or disposition of Collateral, any use of Property or any other conduct of its business.

Licensor : any Person from whom an Obligor obtains the right to use any Intellectual Property.

Lien : any Person’s interest in Property securing an obligation owed to, or a claim by, such Person, whether such interest is based on common law, statute or contract, including liens, security interests, pledges, hypothecations, statutory or deemed trusts, reservations, exceptions, encroachments,

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easements, rights-of-way, covenants, conditions, restrictions, leases, and other title exceptions and encumbrances affecting Property.

Lien Waiver : an agreement, in form and substance reasonably satisfactory to Agent, by which (a) for any material Collateral located on leased premises, the lessor waives or subordinates any Lien it may have on the Collateral, and agrees to permit Agent to enter upon the premises and remove the Collateral or to use the premises to store or dispose of the Collateral; (b) for any Collateral held by a warehouseman, processor, shipper, customs broker or freight forwarder, such Person waives or subordinates any Lien it may have on the Collateral, agrees to hold any Documents in its possession relating to the Collateral as agent for Agent, and agrees to deliver the Collateral to Agent upon request; (c) for any Collateral held by a repairman, mechanic or bailee, such Person acknowledges Agent’s Lien, waives or subordinates any Lien it may have on the Collateral, and agrees to deliver the Collateral to Agent upon request; and (d) for any Collateral subject to a Licensor’s Intellectual Property rights, the Licensor grants to Agent the right, vis-à-vis such Licensor, to enforce Agent’s Liens with respect to the Collateral, including the right to dispose of it with the benefit of the Intellectual Property, whether or not a default exists under any applicable License.

Loan : a Revolver Loan.

Loan Account : the loan account established by each Lender on its books pursuant to Section 5.8 .

Loan Documents : this Agreement, Other Agreements and Security Documents.

Loan Year : each 12 month period commencing on the Closing Date and on each anniversary of the Closing Date.

Margin Stock : as defined in Regulation U of the Board of Governors.

Material Adverse Effect : the effect of any event or circumstance that, taken alone or in conjunction with other events or circumstances, (a) has or could be reasonably expected to have a material adverse effect on the business, operations, Properties, condition (financial or otherwise) of Obligors taken as a whole, on the value of any material Collateral, on the enforceability of any Loan Documents, or on the validity or priority of Agent’s Liens on any Collateral; (b) impairs the ability of any Obligor to perform any material obligations under the Loan Documents in any material respect, including repayment of any Obligations; or (c) otherwise materially impairs the ability of Agent or any Lender to enforce or collect any Obligations or to realize upon any material Collateral.

Material Contract : any agreement or arrangement to which an Obligor or Subsidiary is party (other than the Loan Documents) (a) that is deemed to be a material contract under any securities law applicable to such Obligor, including the Securities Act of 1933; (b) for which breach, termination, nonperformance or failure to renew could reasonably be expected to have a Material Adverse Effect; or (c) that relates to Subordinated Debt, or Debt in an aggregate amount of $5,000,000 or more.

Moody’s : Moody’s Investors Service, Inc., and its successors.

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

Net Proceeds : with respect to an Asset Disposition, proceeds (including, when received, any deferred or escrowed payments) received by an Obligor or Subsidiary in cash from such disposition, net of (a) reasonable and customary costs and expenses actually incurred in connection therewith, including legal fees and sales commissions; (b) amounts applied to repayment of Debt secured by a Permitted Lien

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senior to Agent’s Liens on Collateral sold; (c) transfer or similar taxes; and (d) reserves for indemnities, until such reserves are no longer needed.

Notes : each Revolver Note or other promissory note executed by a Borrower to evidence any Obligations.

Notice of Borrowing : a Notice of Borrowing to be provided by Borrower Agent to request a Borrowing of Revolver Loans, in form reasonably satisfactory to Agent.

Notice of Conversion/Continuation : a Notice of Conversion/Continuation to be provided by Borrower Agent to request a conversion or continuation of any Loans as LIBOR Loans, in form reasonably satisfactory to Agent.

Obligations : all (a) principal of and premium, if any, on the Loans, (b) LC Obligations and other obligations of Obligors with respect to Letters of Credit, (c) interest, expenses, fees and other sums payable by Obligors under Loan Documents, (d) obligations of Obligors under any indemnity for Claims, (e) Extraordinary Expenses, (f) Bank Product Debt, and (g) other Debts, obligations and liabilities of any kind owing by Obligors pursuant to the Loan Documents, whether now existing or hereafter arising, whether evidenced by a note or other writing, whether allowed in any Insolvency Proceeding, whether arising from an extension of credit, issuance of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, and whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, or joint or several; provided , that in no event shall Bank Product Debt payable to any Lender or any Affiliate of any Lender (other than Bank of America and its Affiliates) constitute “Obligations” unless (i) such Bank Product Debt was incurred after such Lender or such Affiliate has provided written notice to Agent that such Lender or Affiliate intends to provide Bank Products and the amount and nature thereof (together with written notice to Agent if at any time the aggregate amount of Bank Product Debt payable to such Lender increases by more than $100,000) and setting forth a reasonably detailed calculation thereof with a description of the methodology applied in such calculation, (ii) with respect to U.S. Bank Product Debt, sufficient U.S. Availability exists to impose a U.S. Bank Product Reserve in respect of such U.S. Bank Product Debt without creating a U.S. Overadvance, (iii) with respect to Canadian Bank Product Debt, sufficient Canadian Availability exists to impose a Canadian Bank Product Reserve in respect of such Canadian Bank Product Debt without creating a Canadian [Overadvance][Trigger Period], (iv) Agent has established such Bank Product Reserve, and (v) Agent has acknowledged in writing to such Lender or such Affiliate that the foregoing conditions have been met and the applicable Bank Product Debt constitutes “Obligations” under this Agreement (which notice Agent agrees to deliver promptly following the satisfaction of the conditions set forth in the foregoing clauses (i), (ii), (iii) and (iv)).

Obligor : a U.S. Obligor or Canadian Obligor.

Ordinary Course of Business : the ordinary course of business of any Obligor or Subsidiary, consistent with past practices and undertaken in good faith.

Original Credit Agreement : as defined in Recital A on the first page of this Agreement.

Original Guaranty : as defined in Recital B on the first page of this Agreement.

Organic Documents : with respect to any Person, its charter, certificate or articles of incorporation, bylaws, articles of organization, limited liability agreement, operating agreement, members agreement, shareholders agreement, partnership agreement, certificate of partnership, certificate of formation, memorandum of association, voting trust agreement, or similar agreement or instrument governing the formation or operation of such Person.

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OSHA : the Occupational Safety and Hazard Act of 1970.

Other Agreement : each Note; LC Document; Fee Letter; Lien Waiver; Borrowing Base Certificate, Compliance Certificate, financial statement or report delivered hereunder; or other document, instrument or agreement (other than this Agreement or a Security Document) now or hereafter delivered by an Obligor or other Person to Agent or a Lender in connection with any transactions relating hereto.

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

Overadvance : a Canadian Overadvance or a U.S. Overadvance.

Overadvance Loan : a Canadian Overadvance Loan or a U.S. Overadvance Loan.

Participant : as defined in Section 13.2 .

Patriot Act : the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. No. 107-56, 115 Stat. 272 (2001).

Payment Item : each check, draft or other item of payment payable to a Borrower, including those constituting proceeds of any Collateral.

Payroll Expense : all payroll expenses (including salary, hourly wages, payroll taxes, bonuses and commissions) of the applicable Borrower Group and Subsidiaries calculated on a weekly basis; provided, however, that with respect to any such payroll expenses that are paid on a two-week cycle there shall be included one-half of those payroll expenses for the two-week cycle most recently ended prior to any date of determination of Payroll Expense.

PBA : the Pensions Benefits Act (Ontario) or any other Canadian federal or provincial statute in relation to Canadian Pension Plans.

PBGC : the Pension Benefit Guaranty Corporation.

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

Permitted Acquisition : (a) any Immaterial Acquisition and (b) any acquisition by an Obligor or Subsidiary of all or substantially all of the assets or a line of business of a Person or all or substantially all of the Equity Interests of a Person so long as (i) no Default or Event of Default exists or would be caused thereby, (ii) EBITDA (actual or pro forma after adjustments reasonably acceptable to Agent) attributable to such acquired assets or Person for the most recently ended twelve (12) month period prior to such acquisition is greater than zero, (iii) Availability immediately after giving effect to such Acquisition, and Average Availability for the 90 day period prior to such Acquisition (after giving pro forma effect thereto), in each case, shall not be less than $50,000,000 and (iv) the Person so acquired shall be in substantially the same line of business as the Company and its Subsidiaries; provided, however, that no Accounts of such Person so acquired shall be included in the Borrowing Base without the prior written consent of Agent after completion of all audits, exams and other due diligence by and with results satisfactory to Agent.

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      Permitted Asset Disposition : as long as no Default or Event of Default exists or would result therefrom and all Net Proceeds arising from the sale of Collateral are remitted to Agent for application to the Obligations hereunder, an Asset Disposition that is (a) a disposition of (i) Equipment or other tangible assets in the Ordinary Course of Business that is worn, damaged or obsolete and (ii) other Equipment or other tangible assets that, together with all other dispositions of other Equipment or other tangible assets during any Fiscal Year, have a fair market or book value (whichever is more) of up to $10,000,000; provided , however , that the Obligors and Subsidiaries may make additional dispositions of other Equipment and tangible assets under this clause (ii) having an aggregate Asset Value of up to an additional $40,000,000 in any Fiscal Year if Availability is greater than $50,000,000 before and after giving effect to any such additional disposition; (b) a termination of a lease of real or personal Property that is not necessary for the Ordinary Course of Business, could not reasonably be expected to have a Material Adverse Effect and does not result from an Obligor’s default; (c) a disposition of assets occurring as part of a merger, amalgamation or consolidation permitted under Section 10.2.9; or (d) a transfer of Property by a Subsidiary to a Borrower; and (e) any sale leaseback transaction with respect to all or part of the Company’s headquarters office facilities located at 2050 Spectrum Boulevard in Ft. Lauderdale, Florida entered into on commercially reasonable terms (and any such transaction shall not count against the limitations set forth in clause (a) of this definition).

      Permitted Contingent Obligations : Contingent Obligations (a) arising from endorsements of Payment Items for collection or deposit in the Ordinary Course of Business; (b) arising from Hedging Agreements permitted hereunder; (c) in support of Debt for Borrowed Money existing on the Closing Date and identified on Schedule 1.4 , and any extension or renewal thereof that does not increase the amount of such Contingent Obligation when extended or renewed; (d) in support of Debt permitted under Section 10.2.1(k) ; (e) incurred in the Ordinary Course of Business with respect to workers’ compensation insurance programs, surety, appeal or performance bonds, or other similar obligations; (f) arising from customary indemnification obligations in favor of purchasers in connection with dispositions of Equipment permitted hereunder; (g) arising under the Loan Documents; or (h) in support of franchisees and licensees of the Company and its Subsidiaries in an aggregate amount of up to $20,000,000 at any time.

      Permitted Distributions : any Distributions other than Upstream Payments so long as (a) no Default or Event of Default exists immediately prior to or would result directly or indirectly from such Distributions, and (b) Availability immediately after giving effect to such Distribution, and Average Availability for the 90 day period prior to such Distribution (after giving pro forma effect thereto), in each case, shall not be less than $50,000,000.

      Permitted Intercompany Advances : loans, advances, capital contributions, credits, adjustments to, or payments made on behalf of or letters of credit issued for the account of, (a) any Obligor (i) to fund payments due in connection with retained layers of coverage and other insurance arrangements in the Ordinary Course of Business or (ii) to fund operating expenses or other working capital needs in the Ordinary Course of Business or (b) any Immaterial Subsidiary to fund operating expenses or other working capital needs in the Ordinary Course of Business to the extent the aggregate net outstanding amount of such loans, advances, capital contributions, credits, adjustments, letters of credit or payments made to or on behalf of such Immaterial Subsidiaries after the Closing Date does not increase by more than $5,000,000 in the aggregate and no Event of Default exists before or immediately after such loans, advances, capital contributions, credits, adjustments, or payments.

      Permitted Investments : Investments consisting of (a) Investments in Subsidiaries to the extent such Subsidiaries are existing on the Closing Date and Subsidiaries which become Borrowers or Guarantors hereunder in accordance with Section 10.1.9 ; (b) Cash Equivalents that are subject to Agent’s Lien and control, pursuant to documentation in form and substance satisfactory to Agent; (c) loans and advances permitted under Section 10.2.7; (d) Permitted Acquisitions; (e) Permitted Other Investments; (f)

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Permitted Intercompany Advances; and (g) Investments in the form of loans to franchisees and licensees of the Credit Parties created or acquired in the ordinary course of the Credit Parties’ business in an aggregate amount at any time outstanding of up to $2,000,000.

Permitted Lien : as defined in Section 10.2.2 .

Permitted Other Investment : any Investment other than a Permitted Acquisition or Permitted Investment so long as (a) no Default or Event of Default exists immediately prior to or would result directly or indirectly from such Investment, and (b) Availability immediately after giving effect to such Investment and average daily Availability for the most recently ended 90 day period after giving pro forma effect to such Investment, in each case, shall not be less than $50,000,000.

Permitted Purchase Money Debt : Purchase Money Debt of Obligors and Subsidiaries that is unsecured or secured only by a Purchase Money Lien, as long as the aggregate amount does not exceed $10,000,000 at any time.

Person : any individual, corporation, limited liability company, partnership, joint venture, joint stock company, land trust, business trust, unincorporated organization, Governmental Authority or other entity.

Plan : any employee benefit plan (as such term is defined in Section 3(3) of ERISA) established by an Obligor or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, an ERISA Affiliate.

Pledged Interests : as defined in Section 7.3.1 .

PPSA : the Personal Property Security Act (Ontario) and the regulations thereunder; provided , however , if validity, perfection and effect of perfection and non-perfection of Agent’s security interest in any Collateral of any Canadian Credit Party are governed by the personal property security laws of any jurisdiction other than Ontario, PPSA shall mean those personal property security laws (including the Civil Code of Quebec) in such other jurisdiction for the purposes of the provisions hereof relating to such validity, perfection, and effect of perfection and non-perfection and for the definitions related to such provisions, as from time to time in effect.

Prime Rate : for any day, the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate”. The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above or below such announced rate. Any change in such rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.

Pro Rata : with respect to:

(a) any U.S. Lender and its share of any U.S. Revolver Commitments or U.S. Obligations, or its voting or other rights with respect to, or any other matters relating to, the U.S. Revolving Facility, (i) prior to the U.S. Revolver Commitment Termination Date, a percentage (carried out to the ninth decimal place) determined by dividing the amount of such U.S. Lender’s U.S. Revolver Commitment by the aggregate amount of all U.S. Revolver Commitments (the “U.S. Applicable Percentage”), and (ii) upon and after the U.S. Revolver Commitment Termination Date, the U.S. Applicable Percentage of such U.S. Lender under this clause most recently in effect, giving effect to any subsequent assignment;

(b) any Canadian Lender and its share of any Canadian Revolver Commitments or Canadian Obligations, or its voting or other rights with respect to or matters relating to the Canadian Revolving

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Facility, (i) prior to the Canadian Revolver Commitment Termination Date, a percentage (carried out to the ninth decimal place) determined by dividing the amount of such Canadian Lender’s Canadian Revolver Commitment by the aggregate amount of all Canadian Revolver Commitments (the “Canadian Applicable Percentage”), and (ii) upon and after the Canadian Revolver Commitment Termination Date, the Canadian Applicable Percentage of such Canadian Lender under this clause most recently in effect, giving effect to any subsequent assignment; and

(c) any Lender and its share of all Revolver Commitments or Obligations, or its voting or other rights with respect to or matters relating to the Revolving Facility as a whole, including indemnity obligations and reimbursement obligations owing to Agent, (i) prior to the occurrence of either the U.S. Revolver Commitment Termination Date or the Canadian Revolver Commitment Termination Date, a percentage (carried out to the ninth decimal place) determined by dividing the amount of such Lender’s U.S. Revolver Commitment and Dollar Equivalent of Canadian Revolver Commitment by the aggregate amount of the Dollar Equivalent of all Revolver Commitments (the “Applicable Percentage”); and (ii) upon and after the occurrence of either the U.S. Revolver Commitment Termination Date or the Canadian Revolver Commitment Termination Date, the Applicable Percentage of such Lender under this clause most recently in effect, giving effect to any subsequent assignment.

Properly Contested : with respect to any obligation of an Obligor, (a) the obligation is subject to a bona fide dispute regarding amount or the Obligor’s liability to pay; (b) the obligation is being properly contested in good faith by appropriate proceedings promptly instituted and diligently pursued; (c) appropriate reserves have been established in accordance with GAAP; (d) non-payment could not reasonably be expected to have a Material Adverse Effect, nor result in forfeiture or sale of any material assets of the Obligor; (e) no Lien is imposed on assets of the Obligor, unless bonded or stayed to the satisfaction of Agent; and (f) if the obligation results from entry of a judgment or other order, such judgment or order is stayed pending appeal or other judicial review.

Property : any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.

Protective Advances : U.S. Protective Advances and Canadian Protective Advances.

Purchase Money Debt : (a) Debt (other than the Obligations) for payment of any of the purchase price of fixed assets; (b) Debt (other than the Obligations) incurred within 10 days before or after acquisition of any fixed assets, for the purpose of financing any of the purchase price thereof; and (c) any renewals, extensions or refinancings (but not increases) thereof.

Purchase Money Lien : a Lien that secures Purchase Money Debt, encumbering only the fixed assets acquired with such Debt and constituting a Capital Lease or a purchase money security interest under the UCC, PPSA or other applicable law.

RCRA : the Resource Conservation and Recovery Act (42 U.S.C. 6991-6991i).

Real Estate : all right, title and interest (whether as owner, lessor or lessee) in any real Property or any buildings, structures, parking areas or other improvements thereon.

Refinancing Conditions : the following conditions for Refinancing Debt: (a) it is in an aggregate principal amount that does not exceed the principal amount of the Debt being extended, renewed or refinanced; (b) it has a final maturity no sooner than, a weighted average life no less than, and an interest rate no greater than, the Debt being extended, renewed or refinanced; (c) it is subordinated to the Obligations at least to the same extent as the Debt being extended, renewed or refinanced; (d) the representations, covenants and defaults applicable to it, taken as a whole, are not materially less favorable

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to Borrowers than those applicable to the Debt being extended, renewed or refinanced; (e) no additional Lien is granted to secure it; (f) no additional Person is obligated on such Debt; (f) the terms of such refunding, renewal or extension, taken as a whole are not materially less favorable to the applicable Obligor, Agent or the Lenders than the original Debt and (g) upon giving effect to it, no Default or Event of Default exists.

Refinancing Debt : Borrowed Money that is the result of an extension, renewal or refinancing of Debt permitted under Section 10.2.1(c), (e), (h) or (j) .

Rent and Charges Reserve : the aggregate of (a) all past due rent and other amounts owing by an Obligor to any landlord for any premises at which material tangible Collateral is located or at which material books and records with respect to Collateral are located, warehouseman, processor, repairman, mechanic, shipper, freight forwarder, broker or other Person who possesses any Collateral or could assert a Lien on any Collateral which would be senior to Agent’s Lien plus , (b) if such Person has not executed and delivered a Lien Waiver, a reserve at least equal to three months rent and other charges that could reasonably be expected to be payable to any such Person.

Report : as defined in Section 12.2.3 .

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

Required Canadian Lenders : as of any date of determination and subject to Section 4.2 hereof, Canadian Lenders holding more than 50% of the aggregate Canadian Revolver Commitments, or, if the Canadian Revolver Commitments shall have terminated, Lenders holding Canadian Revolver Loans representing more than 50% of the total outstanding Canadian Revolver Loans.

Required Lenders : as of any date of determination and subject to Section 4.2 hereof, Lenders holding more than 50% of the Total Revolver Commitments, or, if the Revolver Commitments shall have terminated, Lenders holding Loans representing more than 50% of the total outstanding Loans.

Required U.S. Lenders : as of any date of determination and subject to Section 4.2 hereof, U.S. Lenders holding more than 50% of the aggregate U.S. Revolver Commitments, or, if the U.S. Revolver Commitments shall have terminated, Lenders holding U.S. Revolver Loans representing more than 50% of the total outstanding U.S. Revolver Loans.

Reserve Percentage : the reserve percentage (expressed as a decimal, rounded up to the nearest 1/8th of 1%) applicable to member banks under regulations issued from time to time by the Board of Governors for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to Eurocurrency funding (currently referred to as “Eurocurrency liabilities”).

Reset Date : as defined in Section 5.13 .

Restricted Investment : any Investment by an Obligor or Subsidiary, other than Permitted Investments.

Restrictive Agreement : an agreement (other than a Loan Document) that conditions or restricts the right of any Borrower, Subsidiary or other Obligor to incur or repay Borrowed Money, to grant Liens on any assets, to declare or make Distributions, to modify, extend or renew any agreement evidencing Borrowed Money, or to repay any intercompany Debt.

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Revolver Commitment : for any Lender, sum of such Lender’s U.S. Revolving Commitment and such Lender’s Canadian Revolver Commitment.

Revolver Facility : the U.S. Revolver Facility or the Canadian Revolver Facility. Revolver Loan : a U.S. Revolver Loan or a Canadian Revolver Loan. Revolver Termination Date : July 24, 2013.

Royalties : all royalties, fees, expense reimbursement and other amounts payable by an Obligor under a License.

S&P : Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and its successors.

Secured Parties : the U.S. Secured Parties and the Canadian Secured Parties.

Security Documents : the Deposit Account Control Agreements, the Canadian Security Agreements and all other documents, instruments and agreements now or hereafter securing (or given with the intent to secure) any Obligations.

Senior Officer : the chairman of the board, president, chief executive officer or chief financial officer, vice president – finance, or vice president - legal of a Borrower or, if the context requires, an Obligor.

Settlement Report : a report delivered by Agent to Lenders summarizing (a) the U.S. Revolver Loans and participations in U.S. LC Obligations outstanding as of a given settlement date, allocated to U.S. Lenders on a Pro Rata basis in accordance with their U.S. Revolver Commitments and (b) the Canadian Revolver Loans and participations in Canadian LC Obligations outstanding as of a given settlement date, allocated to Canadian Lenders on a Pro Rata basis in accordance with their Canadian Revolver Commitments.

Solvent : as to any Person, such Person (a) owns Property whose fair salable value is greater than the amount required to pay all of its debts (including contingent, subordinated, unmatured and unliquidated liabilities); (b) owns Property whose present fair salable value (as defined below) is greater than the probable total liabilities (including contingent, subordinated, unmatured and unliquidated liabilities) of such Person as they become absolute and matured; (c) is able to pay all of its debts as they mature; (d) has capital that is not unreasonably small for its business and is sufficient to carry on its business and transactions and all business and transactions in which it is about to engage; (e) is not “insolvent” within the meaning of Section 101(32) of the Bankruptcy Code or, with respect to any Canadian Credit Party, is not an “insolvent person” as defined in the Bankruptcy and Insolvency Act (Canada); and (f) has not incurred (by way of assumption or otherwise) any obligations or liabilities (contingent or otherwise) under any Loan Documents, or made any conveyance in connection therewith, with actual intent to hinder, delay or defraud either present or future creditors of such Person or any of its Affiliates. “ Fair salable value ” means the amount that could be obtained for assets within a reasonable time, either through collection or through sale under ordinary selling conditions by a capable and diligent seller to an interested buyer who is willing (but under no compulsion) to purchase.

Subordinated Debt : Debt of any Obligor that is subordinated to the Obligations on terms and conditions reasonably satisfactory to Agent.

Subsidiary : any entity at least 50% of whose voting securities or Equity Interests is owned by a Borrower or any combination of Borrowers (including indirect ownership by a Borrower through other

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entities in which such Borrower directly or indirectly owns 50% of the voting securities or Equity Interests).

Taxes : all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

Technisource: Technisource, Inc., a Delaware corporation.

Technisource Repayment : the one–time payment in the amount of $13,800,000 made by the Company as payment in full of certain deferred purchase price obligations owing to the sellers in connection with the acquisition of Technisource.

Termination Event : (a) the whole or partial withdrawal of Canadian Borrower or any Canadian Guarantor from a Canadian Pension Plan during a plan year; or (b) the filing of a notice of interest to terminate in whole or in part a Canadian Pension Plan or the treatment of a Canadian Pension Plan amendment as a termination of partial termination; or (c) the institution of proceedings by any Governmental Authority to terminate in whole or in part or have a trustee appointed to administer a Canadian Pension Plan; or (d) any other event or condition which might constitute grounds for the termination of, winding up or partial termination of winding up or the appointment of trustee to administer, any Canadian Pension Plan.

Total Obligations Guaranty : as defined in Section 15.1 .

Total Revolver Commitments : the aggregate amount of U.S. Revolver Commitments of all U.S. Lenders and the Dollar Equivalent of Canadian Revolver Commitments of all Canadian Lenders.

Total Revolver Exposure : on any date, the sum of (i) the U.S. Revolver Exposure plus (ii) the Dollar Equivalent of the Canadian Revolver Exposure.

Transferee : any actual or potential Eligible Assignee, Participant or other Person acquiring an interest in any Obligations.

Type : any type of a Loan (i.e., Base Rate Loan, LIBOR Loan, Canadian BA Rate Loan or Canadian Prime Rate) that has the same interest option and, in the case of LIBOR Loans and Canadian BA Rate Loans, the same Interest Period.

UCC : the Uniform Commercial Code as in effect in the State of New York or, when the laws of any other jurisdiction govern the perfection or enforcement of any Lien, the Uniform Commercial Code of such jurisdiction.

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

Upstream Payment : a Distribution by a Subsidiary of an Obligor to such Obligor.

U.S. Accounts Formula Amount : the sum of (a) 85% of the Value of Eligible U.S. Accounts plus (b) the lesser of (i) 75% of the Value of Eligible Unbilled U.S. Accounts and (ii) $10,000,000.

U.S. Availability : the U.S. Borrowing Base minus the outstanding principal balance of all U.S. Revolver Loans.

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U.S. Availability Reserve : the sum (without duplication) of (a) the U.S. Payroll Reserve; (b) the U.S. LC Reserve; and (c) such additional U.S. Reserves, in such amounts and with respect to such matters, as Agent in its Credit Judgment may elect to impose from time to time.

U.S. Bank Product : any of the following products, services or facilities extended to any U.S. Borrower or Subsidiary (other than Canadian Borrower or any Canadian Subsidiary) by a U.S. Lender or any of its Affiliates: (a) Cash Management Services; (b) products under Hedging Agreements; (c) commercial credit card and merchant card services; and (d) leases and other banking products or services as may be requested by any U.S. Borrower or Subsidiary (other than Canadian Borrower or any Canadian Subsidiary), other than U.S. Letters of Credit.

U.S. Bank Product Debt : Debt and other obligations of a U.S. Obligor relating to U.S. Bank Products.

U.S. Bank Product Reserve : the aggregate amount of reserves established by Agent from time to time in its reasonable discretion in respect of U.S. Bank Product Debt.

U.S. Borrower Guarantor : each U.S. Borrower in its capacity as a guarantor of the Canadian Obligations pursuant to this Agreement or any other guaranty of the Canadian Obligations.

U.S. Borrowers : as defined in the preamble of this Agreement.

U.S. Borrowing Base : on any date of determination, an amount equal to the lesser of (a) the aggregate amount of U.S. Revolver Commitments minus the U.S. LC Reserve or (b) the U.S. Accounts Formula Amount minus the U.S. Availability Reserve.

U.S. Borrowing Base Certificate : a certificate, in form and substance satisfactory to Agent, by which the U.S. Obligors certify calculation of the U.S. Borrowing Base.

U.S. Collateral : all Property described in Section 7.1(a) , all Property described in any Security Documents as security for any U.S. Obligations, and all other Property that now or hereafter secures (or is intended to secure) any U.S. Obligations.

U.S. Commitment Adjustment : as defined in Section 2.1.5(f) .

U.S. Commitment Percentage : as to any U.S. Lender at any time, the ratio, expressed as a percentage, which such U.S. Lender’s U.S. Revolver Commitment bears to the aggregate U.S. Revolver Commitments at such time.

U.S. LC Application : an application by U.S. Borrower to U.S. LC Issuer for issuance of a U.S. Letter of Credit, in form and substance reasonably satisfactory to U.S. LC Issuer.

U.S. LC Issuer : Bank of America or an Affiliate of Bank of America.

U.S. LC Issuer Indemnitees : U.S. LC Issuer and its officers, directors, employees, Affiliates, trustees, advisors, agents and attorneys.

U.S. LC Conditions : the following conditions necessary for issuance of a U.S. Letter of Credit: (a) each of the conditions set forth in Section 6 ; (b) after giving effect to such issuance, (i) total U.S. LC Obligations do not exceed the U.S. Letter of Credit Subline, (ii) no U.S. Overadvance exists, (iii) the aggregate outstanding amount of the U.S. Revolver Loans of any U.S. Lender, plus such U.S. Lender’s Pro Rata portion of all outstanding U.S. LC Obligations does not exceed such U.S. Lender’s U.S. Revolver Commitment and (iv), if no U.S. Revolver Loans are outstanding, the U.S. LC Obligations do

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not exceed the U.S. Borrowing Base (without giving effect to the U.S. LC Reserve for purposes of this calculation); (c) the expiration date of such U.S. Letter of Credit is (i) no more than 365 days from issuance, in the case of standby Letters of Credit, (ii) no more than 120 days from issuance, in the case of documentary Letters of Credit, and (iii) at least 20 Business Days prior to the Revolver Termination Date; (d) the U.S. Letter of Credit and payments thereunder are denominated in Dollars; (e) the form of the proposed U.S. Letter of Credit is satisfactory to Agent and U.S. LC Issuer in their discretion; and (f) no default of any U.S. Lender’s obligations to fund under Section 2.3.1(b) exists or any U.S. Lender is at such time an Impacted Lender hereunder, unless the U.S. LC Issuer has entered into arrangements satisfactory to such U.S. LC Issuer with the Borrower Agent or such U.S. Lender to eliminate the U.S. LC Issuer’s risk with respect to such U.S. Lender.

U.S. LC Documents : all documents, instruments and agreements (including U.S. LC Requests and U.S. LC Applications) delivered by U.S. Borrowers to U.S. LC Issuer or Agent in connection with issuance, amendment or renewal of, or payment under, any U.S. Letter of Credit.

U.S. LC Obligations : the sum (without duplication) in Dollars of (a) all amounts owing by U.S. Borrowers for any drawings under U.S. Letters of Credit, to the extent that the same have not been paid through funding of Revolver Loans; (b) the stated amount of all outstanding U.S. Letters of Credit; and (c) all fees and other amounts owing with respect to U.S. Letters of Credit.

U.S. LC Request : a request for issuance of a U.S. Letter of Credit, to be provided by a U.S. Borrower to U.S. LC Issuer, in form reasonably satisfactory to Agent and U.S. LC Issuer.

U.S. LC Reserve : the aggregate of all U.S. LC Obligations, other than (a) those that have been Cash Collateralized, and (b) if no Event of Default exists, those constituting charges due and payable to the U.S. LC Issuer.

U.S. Lenders : Bank of America and each other Lender (other than Canadian Lenders) permitted hereunder that has issued a U.S. Revolver Commitment.

U.S. Letter of Credit : any standby or documentary letter of credit issued by U.S. LC Issuer for the account of U.S. Borrower, or any indemnity, guarantee, exposure transmittal memorandum or similar form of credit support issued by Agent or U.S. LC Issuer for the benefit of U.S. Borrower.

U.S. Letter of Credit Fee : as defined in Section 3.2.2(a) .

U.S. Letter of Credit Subline : $60,000,000.

U.S. Obligations : on any date, the portion of the Obligations outstanding that are owing by U.S. Borrowers or any other U.S. Obligor.

U.S. Obligor : a U.S. Borrower or a Guarantor or any other Person that is liable for payment of any U.S. Obligations or that has granted a Lien in favor of Agent on its assets to secure any U.S. Obligations.

U.S. Overadvance : as defined in Section 2.1.6(a) .

U.S. Overadvance Loan : a Base Rate Loan made when a U.S. Overadvance exists or is caused by the funding thereof.

U.S. Payroll Reserve : a reserve in an amount equal to the weekly Payroll Expenses of the U.S. Borrowers and U.S. Subsidiaries for the payroll week most recently ended prior to the date of

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determination thereof; provided however , that if the Fixed Charge Coverage Ratio for the most recently ended Fiscal Month is less than 2.75 to 1.00 for the trailing twelve Fiscal Month period then ended, the Payroll Reserve shall be twice the weekly Payroll Expenses of the U.S. Borrowers and U.S. Subsidiaries for the payroll week most recently ended prior to the date of determination thereof.

U.S. Protective Advances : as defined in Section 2.1.7(a) .

U.S. Reimbursement Date : as defined in Section 2.3.1(b) .

U.S. Reserves : reserves that limit the availability of credit hereunder, consisting of, without duplication, reserves against U.S. Availability or Eligible U.S. Accounts established by Agent from time to time in its Credit Judgment. Without limiting the generality of the foregoing, the following reserves shall be deemed to be a reasonable exercise of Agent’s credit judgment exercised in good faith and consistent with accepted practices of the asset based lending industry: (a) U.S. Bank Product Reserves, (b) the Rent and Charges Reserve with respect to U.S. Borrowers, (c) reserves for Dilution with respect to Accounts of the U.S. Obligors, and (d) reserves for the aggregate amount of liabilities secured by Liens upon U.S. Collateral that are senior to Agent’s Liens (but imposition of any such reserve shall not waive an Event of Default (if any) arising therefrom).

U.S. Revolver Commitment : for any U.S. Lender, its obligation to make U.S. Revolver Loans and to participate in U.S. LC Obligations up to the maximum principal amount in U.S. Dollars equal to its U.S. Commitment Percentage of the aggregate amount of all U.S. Revolver Commitments, which are shown on Schedule 1.1 as of the Closing Date, or as hereafter determined pursuant to each Assignment and Acceptance to which it is a party.

U.S. Revolver Commitments : the aggregate amount of the U.S. Revolver Commitment of all U.S. Lenders; provided , that at no time shall the aggregate amount of such U.S. Revolver Commitments exceed the difference of (a) $250,000,000, as such amount may be adjusted from time to time in accordance with the provisions of Sections 2.1.5(d), 2.1.5(f), 2.2, or 11.2 less (b) the Dollar Equivalent of Canadian Revolver Commitments at such time.

U.S. Revolver Commitment Termination Date : the earliest to occur of (a) the Revolver Termination Date; (b) the date on which U.S. Borrowers terminate the U.S. Revolver Commitments pursuant to Section 2.1.5 or (c) the date on which the U.S. Revolver Commitments are terminated pursuant to Section 11.2 .

U.S. Revolver Exposure : on any date, an amount equal to the sum of the U.S. Revolver Loans outstanding on such date plus the U.S. LC Obligations on such date.

U.S. Revolver Facility : the credit facilities provided by U.S. Lenders under Section 2 hereof, including (a) U.S. Revolver Loans, (b) U.S. Letters of Credit and U.S. Protective Advances and participations therein, and (c) U.S. Overadvances.

U.S. Revolver Increase Effective Date : as defined in Section 2.2.4 .

U.S. Revolver Loan : a loan made pursuant to Section 2.1.1 , and any U.S. Overadvance Loan or U.S. Protective Advance.

U.S. Revolver Note : a promissory note to be executed by U.S. Borrowers in favor of a U.S. Lender in the form of Exhibit A-2 , which shall evidence the U.S. Revolver Loans made by such Lender.

U.S. Secured Parties : Agent, each LC Issuer, each Lender and each provider of Bank Products.

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U.S. Subsidiary : a Subsidiary of an Obligor that is organized under the laws of a state of the United States or the District of Columbia.

U.S. Subsidiary Guarantor : Each Subsidiary of the Company or a U.S. Borrower (a) party to this Agreement as a guarantor or (b) that executes a guaranty of the Obligations.

U.S. Unused Fee : as defined in Section 3.2.1(a) .

Value : for an Account, its face amount, net of any returns, rebates, discounts (calculated on the shortest terms), credits, allowances or Taxes (including sales, excise or other taxes) that have been or could be claimed by the Account Debtor or any other Person.

1.2. Accounting Terms . Under the Loan Documents (except as otherwise specified herein), all accounting terms shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, in accordance with GAAP applied on a basis consistent with the most recent audited financial statements of Borrowers delivered to Agent before the Closing Date, except for any change required or permitted by GAAP if Borrowers’ certified public accountants concur in such change, the change is disclosed to Agent, and Section 10.3 is amended in a manner satisfactory to Required Lenders to take into account the effects of the change.

1.3. Uniform Commercial Code . As used herein, the following terms are defined in accordance with the UCC in effect in the State of New York from time to time: “Commercial Tort Claim,” “Deposit Account,” “Letter-of-Credit Right” and “Supporting Obligation.”

1.4. Certain Matters of Construction . The terms “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision. Any pronoun used shall be deemed to cover all genders. In the computation of periods of time from a specified date to a later specified date, “from” means “from and including,” and “to” and “until” each mean “to but excluding.” The terms “including” and “include” shall mean “including, without limitation” and, for purposes of each Loan Document, the parties agree that the rule of ejusdem generis shall not be applicable to limit any provision. Section titles appear as a matter of convenience only and shall not affect the interpretation of any Loan Document. All references to (a) laws or statutes include all related rules, regulations, interpretations, amendments and successor provisions; (b) any document, instrument or agreement include any amendments, waivers and other modifications, extensions or renewals (to the extent permitted by the Loan Documents); (c) any section means, unless the context otherwise requires, a section of this Agreement; (d) any exhibits or schedules mean, unless the context otherwise requires, exhibits and schedules attached hereto, which are hereby incorporated by reference; (e) any Person include successors and assigns; (f) time of day mean time of day at Agent’s notice address under Section 14.3.1 ; or (g) discretion of Agent, any LC Issuer or any Lender mean the sole and absolute discretion of such Person, unless qualified by “reasonable”, “good faith” or similar terms. All calculations of Value, fundings of Loans, issuances of Letters of Credit and payments of Obligations shall be in Dollars or, where applicable, Canadian Dollars, and, unless the context otherwise requires, all determinations (including calculations of Borrowing Base and financial covenants) made from time to time under the Loan Documents shall be made in light of the circumstances existing at such time. Borrowing Base calculations shall be consistent with historical methods of valuation and calculation, and otherwise reasonably satisfactory to Agent (and not necessarily calculated in accordance with GAAP). Borrowers shall have the burden of establishing any alleged negligence, misconduct or lack of good faith by Agent, any LC Issuer or any Lender under any Loan Documents. No provision of any Loan Documents shall be construed against any party by reason of such party having, or being deemed to have, drafted the provision. Whenever the phrase “to the best of Obligors’ knowledge” or words of similar import are used in any Loan Documents, it means actual knowledge of a Senior Officer, or knowledge that a Senior Officer would have obtained if he or she had engaged in good faith and diligent

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performance of his or her duties, including reasonably specific inquiries of employees or agents and a good faith attempt to ascertain the matter to which such phrase relates.

1.5. Interpretation (Quebec) . For purposes of any Collateral located in the Province of Quebec or charged by any deed of hypothec (or any other Loan Document) and for all other purposes pursuant to which the interpretation or construction of a Loan Document may be subject to the laws of the Province of Quebec or a court or tribunal exercising jurisdiction in the Province of Québec, (a) “personal property” shall be deemed to include “movable property”, (b) “real property” shall be deemed to include “immovable property”, (c) “tangible property” shall be deemed to include “corporeal property”, (d) “intangible property” shall be deemed to include “incorporeal property”, (e) “security interest” and “mortgage” shall be deemed to include a “hypothec”, (f) all references to filing, registering or recording under the UCC or the PPSA shall be deemed to include publication under the Civil Code of Québec, (g) all references to “perfection” of or “perfected” Liens shall be deemed to include a reference to the “opposability” of such Liens to third parties, (h) any “right of offset”, “right of setoff” or similar expression shall be deemed to include a “right of compensation”, (i) “goods” shall be deemed to include “corporeal movable property” other than chattel paper, documents of title, instruments, money and securities, and (j) an “agent” shall be deemed to include a “mandatary”.

1.6. Currency Equivalents Generally . Any amount specified in this Agreement (other than in Section 2, 12, 13 and 14 ) or any of the other Loan Documents to be in Dollars shall also include the equivalent of such amount in any currency other than Dollars to the extent necessary to give effect to the intent, where applicable, that this Agreement apply to Canadian Credit Parties, such equivalent amount thereof in the applicable currency to be determined by Agent at such time on the basis of the Exchange Rate for the purchase of such currency with Dollars.

SECTION 2. CREDIT FACILITIES

2.1. Revolver Commitment .

2.1.1. U.S. Revolver Loans . Each U.S. Lender agrees, severally on a Pro Rata basis up to its U.S. Revolver Commitment, on the terms set forth herein, to make U.S. Revolver Loans in Dollars to U.S. Borrowers from time to time through the U.S. Revolver Commitment Termination Date. The U.S. Revolver Loans may be repaid and reborrowed as provided herein. In no event shall Lenders have any obligation to honor a request for a U.S. Revolver Loan if the unpaid balance of U.S. Revolver Loans outstanding at such time (including the requested Loan) would exceed the U.S. Borrowing Base. Each U.S. Revolver Loan shall be funded and repaid in Dollars.

2.1.2. Canadian Revolver Loans . Each Canadian Lender agrees, severally on a Pro Rata basis up to the Canadian Dollar Equivalent of its Canadian Revolver Commitment, on the terms set forth herein, to make Canadian Revolver Loans in Canadian Dollars to Canadian Borrower from time to time through the Canadian Revolver Commitment Termination Date. The Canadian Revolver Loans may be repaid and reborrowed as provided herein. In no event shall Lenders have any obligation to honor a request for a Canadian Revolver Loan if the unpaid balance of Canadian Revolver Loans outstanding at such time (including the requested Loan) would exceed the Canadian Borrowing Base. Each Canadian Revolver Loan shall be funded and repaid in Canadian Dollars.

2.1.3. Revolver Notes . The Revolver Loans made by each Lender and interest accruing thereon shall be evidenced by the records of Agent and such Lender. At the request of any Lender, Borrowers shall deliver a Revolver Note to such Lender.

2.1.4. Use of Proceeds . The proceeds of (a) U.S. Revolver Loans shall be used by U.S. Borrowers solely (i) to satisfy existing Debt; (ii) to pay fees and transaction expenses associated

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with the closing of this credit facility; (iii) to pay Obligations of the U.S. Borrowers in accordance with this Agreement; and (iv) for working capital and other lawful corporate purposes of the U.S. Borrowers and (b) Canadian Revolver Loans shall be used by Canadian Borrower solely (i) to pay fees and transaction expenses associated with the closing of this credit facility; (ii) to pay Obligations of Canadian Borrower in accordance with this Agreement; and (iii) for working capital and other lawful corporate purposes of Canadian Borrower.

2.1.5. Voluntary Reduction or Termination of Revolver Commitments; Adjustment of Commitments .

(a) Termination Generally . The Revolver Commitments shall terminate on the Revolver Termination Date, unless sooner terminated in accordance with this Agreement.

(b) Termination of U.S. Revolver Commitments . Upon at least 90 days prior written notice to Agent, U.S. Borrowers may, at their option, terminate the U.S. Revolver Commitments and the U.S. Revolver Facility, which termination shall also terminate all Canadian Revolver Commitments and the Canadian Revolver Facility. Any notice of termination given by U.S. Borrowers shall be irrevocable. On the termination date, Borrowers shall make Full Payment of all Obligations.

(c) Termination of Canadian Revolver Commitments . Upon at least 90 days prior written notice to Agent, Canadian Borrower may, at its option, terminate the Canadian Revolver Commitments and the Canadian Revolver Facility. Any notice of termination given by Canadian Borrower shall be irrevocable. On the termination date, Canadian Borrower shall make Full Payment of all Canadian Obligations.

(d) Reduction of U.S. Revolver Commitments . U.S Borrowers may permanently reduce the U.S. Revolver Commitments, on a Pro Rata basis for each U.S. Lender, upon at least 90 days prior written notice to Agent, which notice shall be irrevocable once given and shall specify the amount of the reduction. Each reduction shall be in a minimum amount of $1,000,000, or an increment of $1,000,000 in excess thereof.

(e) Adjustment of Canadian Revolver Commitments .

(i) From time to time other than during the existence of an Event of Default, on the first day of any calendar quarter (a “ Canadian Commitment Adjustment Date ”) and upon at least 30 days prior written notice to Agent (a “ Canadian Commitment Adjustment Notice ”), Borrower Agent may increase or decrease the aggregate amount of all Canadian Revolver Commitments (a “ Canadian Commitment Adjustment ”), which adjustment shall automatically change the Canadian Revolver Commitment of each Canadian Lender on a Pro Rata basis, effective as of the Canadian Commitment Adjustment Date. Each Canadian Commitment Adjustment shall be in a minimum amount of $5,000,000, or an increment of $1,000,000 in excess thereof.

(ii) The parties to this Agreement acknowledge and agree that the adjustments to the Canadian Revolver Commitments hereunder are made as an accommodation to the Borrowers and at no time shall the Canadian Revolver Exposure exceed the Canadian Revolver Commitments.

(f) Adjustment of U.S. Revolver Commitments .

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(i) On each Canadian Commitment Adjustment Date occurring in accordance with Section 2.1.5(e) , the U.S. Revolver Commitment of each Crossover Lender shall automatically adjust dollar-for-dollar in an inverse manner to any Canadian Commitment Adjustment (an increase in the Canadian Revolver Commitments shall result in a decrease in such U.S Revolver Commitments and vice versa ) in an amount equal to such Canadian Commitment Adjustment (a “ U.S. Commitment Adjustment ”), which adjustment shall automatically change the U.S. Revolver Commitment of each Crossover Lender, effective as of the Canadian Commitment Adjustment Date.

(ii) The parties to this Agreement acknowledge and agree that at no time shall the Total Revolver Exposure exceed the Total Revolver Commitments.

2.1.6. Overadvances .

(a) U.S. Overadvances . If the aggregate U.S. Revolver Loans exceed the U.S. Borrowing Base (“ U.S. Overadvance ”) or the aggregate U.S. Revolver Commitments at any time, the excess amount shall be payable by U.S. Borrowers on demand by Agent, but all such U.S. Revolver Loans shall nevertheless constitute U.S. Obligations secured by the U.S. Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by Required U.S. Lenders, Agent may require U.S. Lenders to honor requests for U.S. Overadvance Loans and to forbear from requiring U.S. Borrowers to cure a U.S. Overadvance, (i) when no other Event of Default is known to Agent, as long as (A) the U.S. Overadvance does not continue for more than 30 consecutive days (and no U.S. Overadvance may exist for at least five consecutive days thereafter before further U.S. Overadvance Loans are required), and (B) the U.S. Overadvance is not known by Agent to exceed 10% of the U.S. Borrowing Base; and (ii) regardless of whether an Event of Default exists, if Agent discovers an U.S. Overadvance not previously known by it to exist, as long as from the date of such discovery the U.S. Overadvance (A) is not increased by more than $5,000,000, and (B) does not continue for more than 30 consecutive days. In no event shall U.S. Overadvance Loans be required that would cause (y) U.S. Revolver Exposure to exceed the aggregate U.S. Revolver Commitments or (z) the aggregate outstanding amount of the U.S. Revolver Loans of any U.S. Lender, plus such U.S. Lender’s Pro Rata portion of all outstanding U.S. LC Obligations to exceed such U.S. Lender’s U.S. Revolver Commitment. Any funding of a U.S. Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by Agent or U.S. Lenders of the Event of Default caused thereby. In no event shall any U.S. Borrower or other U.S. Obligor be deemed a beneficiary of this Section nor authorized to enforce any of its terms.

(b) Canadian Overadvances . If the aggregate Canadian Revolver Loans exceed the Canadian Borrowing Base (“ Canadian Overadvance ”) or the aggregate Canadian Revolver Commitments at any time, the excess amount shall be payable by Canadian Borrower on demand by Agent, but all such Canadian Revolver Loans shall nevertheless constitute Canadian Obligations secured by the Canadian Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by Required Canadian Lenders, Agent may require Canadian Lenders to honor requests for Canadian Overadvance Loans and to forbear from requiring Canadian Borrower to cure a Canadian Overadvance, (i) when no other Event of Default is known to Agent, as long as (A) the Canadian Overadvance does not continue for more than 30 consecutive days (and no Canadian Overadvance may exist for at least five consecutive days thereafter before further Canadian Overadvance Loans are required), and (B) the Canadian Overadvance is not known by Agent to exceed 10% of the Canadian Borrowing Base; and (ii) regardless of whether an Event of Default exists, if Agent discovers a Canadian Overadvance not previously known by it to exist, as long as from the date of such discovery the Canadian Overadvance (A) is not increased by more than Cdn $1,000,000, and (B) does not continue for more than 30 consecutive days. In no event shall Canadian Overadvance Loans be required that would cause (y) Canadian Revolver Exposure to exceed the aggregate Canadian Revolver Commitments or (z) the aggregate outstanding amount of the Canadian Revolver Loans of any Canadian Lender, plus such

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Canadian Lender’s Pro Rata portion of all outstanding Canadian LC Obligations to exceed such Canadian Lender’s Canadian Revolver Commitment. Any funding of a Canadian Overadvance Loan or sufferance of a Canadian Overadvance shall not constitute a waiver by Agent or Canadian Lenders of the Event of Default caused thereby. In no event shall Canadian Borrower or other Canadian Obligor be deemed a beneficiary of this Section nor authorized to enforce any of its terms.

2.1.7. Protective Advances .

(a) U.S. Protective Advances . Agent shall be authorized, in its discretion, at any time that any conditions in Section 6 are not satisfied, to make Base Rate Loans (“ U.S. Protective Advances ”) (i) up to an aggregate amount of $5,000,000 outstanding at any time, if Agent deems such U.S. Loans necessary or desirable to preserve or protect U.S. Collateral, or to enhance the collectability or repayment of U.S. Obligations; or (ii) to pay any other amounts chargeable to U.S. Obligors under any Loan Documents, including costs, fees and expenses. Each U.S. Lender shall participate in each U.S. Protective Advance on a Pro Rata basis; provided, however, that in no event shall U.S. Protective Advances be made that would cause (y) U.S. Revolver Exposure to exceed the aggregate U.S. Revolver Commitments or (z) the aggregate outstanding amount of the U.S. Revolver Loans of any U.S. Lender plus such U.S. Lender’s Pro Rata portion of all outstanding U.S. LC Obligations to exceed such U.S. Lender’s U.S. Revolver Commitment. Required U.S. Lenders may at any time revoke Agent’s authority to make further U.S. Protective Advances by written notice to Agent. Absent such revocation, Agent’s determination that funding of a U.S. Protective Advance is appropriate shall be conclusive.

(b) Canadian Protective Advances . Agent (acting through its Canada branch) shall be authorized, in its discretion, at any time that any conditions in Section 6 are not satisfied, to make Canadian Prime Rate Loans (“ Canadian Protective Advances ”) (i) up to an aggregate amount of Cdn $1,000,000 outstanding at any time, if Agent deems such Loans necessary or desirable to preserve or protect Canadian Collateral, or to enhance the collectability or repayment of Canadian Obligations; or (ii) to pay any other amounts chargeable to Canadian Credit Parties under any Loan Documents, including costs, fees and expenses. Each Canadian Lender shall participate in each Canadian Protective Advance on a Pro Rata basis; provided, however, that in no event shall Canadian Protective Advances be made that would cause (y) Canadian Revolver Exposure to exceed the aggregate Canadian Revolver Commitments or (z) the aggregate outstanding amount of the Canadian Revolver Loans of any Canadian Lender plus such Canadian Lender’s Pro Rata portion of all outstanding Canadian LC Obligations to exceed such Canadian Lender’s Canadian Revolver Commitment. Required Canadian Lenders may at any time revoke Agent’s authority to have further Canadian Protective Advances made by written notice to Agent. Absent such revocation, Agent’s determination that funding of a Canadian Protective Advance is appropriate shall be conclusive.

2.2. Increase in Aggregate U.S. Revolving Commitments .

2.2.1. Request for Increase . So long as there exists no Default or Event of Default and upon notice to Agent (which shall promptly notify Lenders) Borrower Agent may from time to time request an increase in the aggregate U.S. Revolver Commitments under this Agreement by an amount (for all such requests) not exceeding $50,000,000; provided that any such request for an increase shall be in a minimum amount of $10,000,000. At the time of sending such notice, Borrower Agent (in consultation with Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to Lenders).

2.2.2. Lender Elections to Increase . Each U.S. Lender shall have the right, but shall be under no obligation, to participate in any requested increase in the U.S. Revolver Commitments under this Section 2.2 on a Pro Rata basis. Each U.S. Lender shall notify Agent within the time period specified in accordance with Section 2.2.1 whether or not it agrees to increase its U.S. Revolver Commitment and,

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if so, whether by an amount equal to, greater than, or less than its Pro Rata share of such requested increase. Any U.S. Lender not responding within such time period shall be deemed to have declined to increase its U.S. Revolver Commitment.

2.2.3. Notification by Agent; Additional Lenders . Agent shall notify Borrower Agent and each U.S. Lender of U.S. Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, and subject to the approval of Agent and LC Issuer (which approvals shall not be unreasonably withheld, conditioned or delayed), U.S. Borrowers may also invite additional Eligible U.S. Assignees to become U.S. Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to Agent and its counsel.

2.2.4. Effective Date and Allocations . If the U.S. Revolver Commitments are increased in accordance with this Section, Agent and Borrower Agent shall determine the effective date (the “ U.S. Revolver Increase Effective Date ”) and the final allocation of such increase. Agent shall promptly notify U.S. Borrowers and U.S. Lenders of the final allocation of such increase and the U.S. Revolver Increase Effective Date. Upon the satisfaction of the conditions precedent set forth in Section 2.2.5 on the proposed U.S. Revolver Increase Effective Date and, with respect to any new U.S. Lenders participating in the proposed increase, delivery to Agent of a joinder agreement in form and substance reasonably satisfactory to Agent and its counsel and a processing fee of $3,500 (unless otherwise agreed by Agent in its discretion), the aggregate U.S. Revolver Commitments shall be so increased and the applicable U.S. Lenders, Agent and U.S. Borrowers shall make appropriate arrangements for issuance of replacement and/or new Notes, as applicable.

2.2.5. Conditions to Effectiveness of Increase . As a condition precedent to each increase in the U.S. Revolver Commitments, Borrower Agent shall deliver to Agent a certificate of each U.S. Obligor dated as of the U.S. Revolver Increase Effective Date signed by a Senior Officer of such U.S. Obligor (a) certifying and attaching the resolutions adopted by such U.S. Obligor approving or consenting to such increase, and (b) certifying that, before and after giving effect to such increase, (i) the representations and warranties contained in Section 9 and the other Loan Documents are true and correct in all material respects on and as of the U.S. Revolver Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.2.5 , the representations and warranties contained in Section 9.1.8 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a), (b) and (c) of Section 10.1.2 , and (ii) no Default or Event of Default exists or would arise as a result of such increase or any extensions of credit thereunder. U.S. Borrowers shall prepay any U.S. Revolver Loans outstanding on the U.S. Revolver Increase Effective Date (and pay any additional amounts required pursuant to Section 3.9 ) to the extent necessary to keep the outstanding U.S. Revolver Loans ratable with any revised change in the Pro Rata interests of U.S. Lenders arising from any nonratable increase in the U.S. Revolver Commitments under this Section.

2.2.6. Terms of Commitment Increase . Any increased U.S. Revolver Commitments contemplated by the provisions of this Section 2.2 shall, except for upfront fees payable to Lenders increasing or providing new Commitments and arrangement fees payable to the Agent in connection with such increase, bear interest and be entitled to fees and other compensation on the same basis as all other U.S. Revolver Commitments.

2.2.7. Conflicting Provisions . This Section shall supersede any provisions in Section 12.5 or 14.1 to the contrary.

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2.3. Letter of Credit Facilities .

2.3.1. U.S. Letters of Credit

(a) Issuance of U.S. Letters of Credit . U.S. LC Issuer agrees to issue U.S. Letters of Credit for the account of the U.S. Obligors from time to time until 30 days prior to the Revolver Termination Date (or until the U.S. Revolver Commitment Termination Date, if earlier), on the terms set forth herein, including the following:

(i) Each U.S. Borrower acknowledges that U.S. LC Issuer’s willingness to issue any U.S. Letter of Credit is conditioned upon U.S. LC Issuer’s receipt of a U.S. LC Application with respect to the requested U.S. Letter of Credit, as well as such other instruments and agreements as U.S. LC Issuer may customarily require for issuance of a letter of credit of similar type and amount. U.S. LC Issuer shall have no obligation to issue any U.S. Letter of Credit unless (A) U.S. LC Issuer receives a U.S. LC Request and U.S. LC Application at least three Business Days prior to the requested date of issuance; (B) each U.S. LC Condition is satisfied; and (C) if a Defaulting Lender exists, such U.S. Lender or U.S. Borrowers have entered into arrangements satisfactory to Agent and U.S. LC Issuer to eliminate any funding risk associated with the Defaulting Lender. If U.S. LC Issuer receives written notice from a U.S. Lender at least five Business Days before issuance of a U.S. Letter of Credit that any U.S. LC Condition has not been satisfied, U.S. LC Issuer shall have no obligation to issue the requested U.S. Letter of Credit (or any other) until such notice is withdrawn in writing by that U.S. Lender or until Required U.S. Lenders have waived such condition in accordance with this Agreement. Prior to receipt of any such notice, U.S. LC Issuer shall not be deemed to have knowledge of any failure of U.S. LC Conditions.

(ii) U.S. Letters of Credit may be requested by a U.S. Borrower only (A) to support obligations of such U.S. Obligors incurred in the Ordinary Course of Business; or (B) for other purposes as Agent and Required U.S. Lenders may approve from time to time in writing. The renewal or extension of any U.S. Letter of Credit shall be treated as the issuance of a new U.S. Letter of Credit, except that delivery of a new U.S. LC Application shall be required at the discretion of U.S. LC Issuer.

(iii) U.S. Borrowers assume all risks of the acts, omissions or misuses of any U.S. Letter of Credit by the beneficiary. In connection with issuance of any U.S. Letter of Credit, none of Agent, U.S. LC Issuer or any U.S. Lender shall be responsible for the existence, character, quality, quantity, condition, packing, value or delivery of any goods purported to be represented by any Documents; any differences or variation in the character, quality, quantity, condition, packing, value or delivery of any goods from that expressed in any Documents; the form, validity, sufficiency, accuracy, genuineness or legal effect of any Documents or of any endorsements thereon; the time, place, manner or order in which shipment of goods is made; partial or incomplete shipment of, or failure to ship, any goods referred to in a U.S. Letter of Credit or Documents; any deviation from instructions, delay, default or fraud by any shipper or other Person in connection with any goods, shipment or delivery; any breach of contract between a shipper or vendor and a U.S. Borrower; errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telecopy, e-mail, telephone or otherwise; errors in interpretation of technical terms; the misapplication by a beneficiary of any U.S. Letter of Credit or the proceeds thereof; or any consequences arising from causes beyond the control of U.S. LC Issuer, Agent or any U.S. Lender, including any act or omission of a Governmental Authority. The rights and remedies of U.S. LC Issuer under the Loan Documents shall be cumulative. U.S. LC Issuer shall be fully subrogated to the rights and

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remedies of each beneficiary whose claims against U.S. Borrowers are discharged with proceeds of any U.S. Letter of Credit.

(iv) In connection with its administration of and enforcement of rights or remedies under any U.S. Letters of Credit or U.S. LC Documents, U.S. LC Issuer shall be entitled to act, and shall be fully protected in acting, upon any certification, documentation or communication in whatever form believed by U.S. LC Issuer, reasonably and in good faith, to be genuine and correct and to have been signed, sent or made by a proper Person. U.S. LC Issuer may consult with and employ legal counsel, accountants and other experts to advise it concerning its obligations, rights and remedies, and shall be entitled to act upon, and shall be fully protected in any action taken in good faith reliance upon, any advice given by such experts, except to the extent constituting gross negligence or willful misconduct. U.S. LC Issuer may employ agents and attorneys-in-fact in connection with any matter relating to U.S. Letters of Credit or U.S. LC Documents, and shall not be liable for the negligence or misconduct of agents and attorneys-in-fact selected with reasonable care.

(b) Reimbursement; Participations .

(i) If U.S. LC Issuer honors any request for payment under a U.S. Letter of Credit, U.S. Borrowers shall pay to U.S. LC Issuer, on the same day (“ U.S. Reimbursement Date ”), the amount paid by U.S. LC Issuer under such U.S. Letter of Credit, together with interest at the interest rate for Base Rate Loans from the U.S. Reimbursement Date until payment by U.S. Borrowers. The obligation of U.S. Borrowers to reimburse U.S. LC Issuer for any payment made under a U.S. Letter of Credit shall be absolute, unconditional, irrevocable, and joint and several, and shall be paid without regard to any lack of validity or enforceability of any U.S. Letter of Credit or the existence of any claim, setoff, defense or other right that U.S. Borrowers may have at any time against the beneficiary. Whether or not Borrower Agent submits a U.S. Notice of Borrowing, U.S. Borrowers shall be deemed to have requested a U.S. Borrowing of Base Rate Loans in an amount necessary to pay all amounts due U.S. LC Issuer on any U.S. Reimbursement Date and each U.S. Lender agrees to fund its Pro Rata share of such U.S. Borrowing whether or not the U.S. Commitments have terminated, a U.S. Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied.

(ii) Upon issuance of a U.S. Letter of Credit, each U.S. Lender shall be deemed to have irrevocably and unconditionally purchased from U.S. LC Issuer, without recourse or warranty, an undivided Pro Rata interest and participation in all U.S. LC Obligations relating to the U.S. Letter of Credit. If U.S. LC Issuer makes any payment under a U.S. Letter of Credit and U.S. Borrowers do not reimburse such payment on the U.S. Reimbursement Date, Agent shall promptly notify U.S. Lenders and each U.S. Lender shall promptly (within one Business Day) and unconditionally pay to Agent, for the benefit of U.S. LC Issuer, the U.S. Lender’s Pro Rata share of such payment. Upon request by a U.S. Lender, U.S. LC Issuer shall furnish copies of any U.S. Letters of Credit and U.S. LC Documents in its possession at such time.

(iii) The obligation of each U.S. Lender to make payments to Agent for the account of U.S. LC Issuer in connection with U.S. LC Issuer’s payment under a U.S. Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, setoff, qualification or exception whatsoever, and shall be made in accordance with this Agreement under all circumstances, irrespective of any lack of validity or unenforceability of any Loan Documents; any draft, certificate or other document presented under a U.S. Letter of Credit having been determined to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or the existence of any setoff or defense that any U.S. Obligor may have with respect to any U.S. Obligations. U.S. LC Issuer

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does not assume any responsibility for any failure or delay in performance or any breach by any U.S. Borrower or other Person of any obligations under any U.S. LC Documents. U.S. LC Issuer does not make to Lenders any express or implied warranty, representation or guaranty with respect to the U.S. Collateral, U.S. LC Documents or any U.S. Obligor. U.S. LC Issuer shall not be responsible to any U.S. Lender for any recitals, statements, information, representations or warranties contained in, or for the execution, validity, genuineness, effectiveness or enforceability of any U.S. LC Documents; the validity, genuineness, enforceability, collectability, value or sufficiency of any Collateral or the perfection of any Lien therein; or the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any U.S. Obligor.

(iv) No U.S. LC Issuer Indemnitee shall be liable to any U.S. Lender or other Person for any action taken or omitted to be taken in connection with any U.S. LC Documents except as a result of its actual gross negligence or willful misconduct. U.S. LC Issuer shall not have any liability to any U.S. Lender if U.S. LC Issuer refrains from any action under any U.S. Letter of Credit or U.S. LC Documents until it receives written instructions from Required U.S. Lenders.

(c) Cash Collateral . If any U.S. LC Obligations, whether or not then due or payable, shall for any reason be outstanding at any time (i) that an Event of Default exists, (ii) that U.S. Availability is less than zero, or (iii) on the U.S. Commitment Termination Date, then U.S. Borrowers shall, at U.S. LC Issuer’s or Agent’s request, Cash Collateralize the stated amount of all outstanding U.S. Letters of Credit and pay to U.S. LC Issuer the amount of all other U.S. LC Obligations. U.S. Borrowers shall, on demand by U.S. LC Issuer or Agent from time to time, Cash Collateralize the U.S. LC Obligations of any Defaulting Lender. If U.S. Borrowers fail to provide any Cash Collateral as required hereunder, U.S. Lenders may (and shall upon direction of Agent) advance, as U.S. Revolver Loans, the amount of the Cash Collateral required (whether or not the U.S. Commitments have terminated, a U.S. Overadvance exists or the conditions in Section 6 are satisfied).

2.3.2. Canadian Letters of Credit

(a) Issuance of Canadian Letters of Credit . Canadian LC Issuer agrees to issue Canadian Letters of Credit for the account of Canadian Borrower from time to time until 30 days prior to the Revolver Termination Date (or until the Canadian Revolver Commitment Termination Date, if earlier), on the terms set forth herein, including the following:

(i) Canadian Borrower acknowledges that Canadian LC Issuer’s willingness to issue any Canadian Letter of Credit is conditioned upon Canadian LC Issuer’s receipt of a Canadian LC Application with respect to the requested Canadian Letter of Credit, as well as such other instruments and agreements as Canadian LC Issuer may customarily require for issuance of a letter of credit of similar type and amount. Canadian LC Issuer shall have no obligation to issue any Canadian Letter of Credit unless (A) Canadian LC Issuer receives a Canadian LC Request and Canadian LC Application at least three Business Days prior to the requested date of issuance; (B) each Canadian LC Condition is satisfied; and (C) if a Defaulting Lender exists, such Canadian Lender or Canadian Borrower have entered into arrangements satisfactory to Agent and Canadian LC Issuer to eliminate any funding risk associated with the Defaulting Lender. If Canadian LC Issuer receives written notice from a Canadian Lender at least five Business Days before issuance of a Canadian Letter of Credit that any Canadian LC Condition has not been satisfied, Canadian LC Issuer shall have no obligation to issue the requested Canadian Letter of Credit (or any other) until such notice is withdrawn in writing by that Canadian Lender or until Required Canadian Lenders have waived such condition in accordance with this Agreement.

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Prior to receipt of any such notice, Canadian LC Issuer shall not be deemed to have knowledge of any failure of Canadian LC Conditions.

(ii) Canadian Letters of Credit may be requested by Canadian Borrower only (A) to support obligations of Canadian Obligors incurred in the Ordinary Course of Business; or (B) for other purposes as Agent and Required Canadian Lenders may approve from time to time in writing. The renewal or extension of any Canadian Letter of Credit shall be treated as the issuance of a new Canadian Letter of Credit, except that delivery of a new Canadian LC Application shall be required at the discretion of Canadian LC Issuer.

(iii) Canadian Borrower assume all risks of the acts, omissions or misuses of any Canadian Letter of Credit by the beneficiary. In connection with issuance of any Canadian Letter of Credit, none of Agent, Canadian LC Issuer or any Canadian Lender shall be responsible for the existence, character, quality, quantity, condition, packing, value or delivery of any goods purported to be represented by any Documents; any differences or variation in the character, quality, quantity, condition, packing, value or delivery of any goods from that expressed in any Documents; the form, validity, sufficiency, accuracy, genuineness or legal effect of any Documents or of any endorsements thereon; the time, place, manner or order in which shipment of goods is made; partial or incomplete shipment of, or failure to ship, any goods referred to in a Canadian Letter of Credit or Documents; any deviation from instructions, delay, default or fraud by any shipper or other Person in connection with any goods, shipment or delivery; any breach of contract between a shipper or vendor and Canadian Borrower; errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telecopy, e-mail, telephone or otherwise; errors in interpretation of technical terms; the misapplication by a beneficiary of any Letter of Credit or the proceeds thereof; or any consequences arising from causes beyond the control of Canadian LC Issuer, Agent or any Canadian Lender, including any act or omission of a Governmental Authority. The rights and remedies of Canadian LC Issuer under the Loan Documents shall be cumulative. Canadian LC Issuer shall be fully subrogated to the rights and remedies of each beneficiary whose claims against Canadian Borrower are discharged with proceeds of any Canadian Letter of Credit.

(iv) In connection with its administration of and enforcement of rights or remedies under any Canadian Letters of Credit or Canadian LC Documents, Canadian LC Issuer shall be entitled to act, and shall be fully protected in acting, upon any certification, documentation or communication in whatever form believed by Canadian LC Issuer, reasonably and in good faith, to be genuine and correct and to have been signed, sent or made by a proper Person. Canadian LC Issuer may consult with and employ legal counsel, accountants and other experts to advise it concerning its obligations, rights and remedies, and shall be entitled to act upon, and shall be fully protected in any action taken in good faith reliance upon, any advice given by such experts, except to the extent constituting gross negligence or willful misconduct. Canadian LC Issuer may employ agents and attorneys-in-fact in connection with any matter relating to Canadian Letters of Credit or Canadian LC Documents, and shall not be liable for the negligence or misconduct of agents and attorneys-in-fact selected with reasonable care.

(b) Reimbursement; Participations .

(i) If Canadian LC Issuer honors any request for payment under a Canadian Letter of Credit, Canadian Borrower shall pay to Canadian LC Issuer, on the same day (“ Canadian Reimbursement Date ”), the amount paid by Canadian LC Issuer under such Canadian Letter of Credit, together with interest at the interest rate for Canadian Prime Rate Loans from the Canadian Reimbursement Date until payment by Canadian Borrower. The obligation of Canadian Borrower to reimburse Canadian LC Issuer for any payment made under a Canadian

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Letter of Credit shall be absolute, unconditional, irrevocable, and joint and several, and shall be paid without regard to any lack of validity or enforceability of any Canadian Letter of Credit or the existence of any claim, setoff, defense or other right that Canadian Borrower may have at any time against the beneficiary. Whether or not Borrower Agent submits a Canadian Notice of Borrowing, Canadian Borrower shall be deemed to have requested a Canadian Borrowing of Canadian Prime Rate Loans in an amount necessary to pay all amounts due Canadian LC Issuer on any Canadian Reimbursement Date and each Canadian Lender agrees to fund its Pro Rata share of such Canadian Borrowing whether or not the Canadian Commitments have terminated, a Canadian Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied.

(ii) Upon issuance of a Canadian Letter of Credit, each Canadian Lender shall be deemed to have irrevocably and unconditionally purchased from Canadian LC Issuer, without recourse or warranty, an undivided Pro Rata interest and participation in all Canadian LC Obligations relating to the Canadian Letter of Credit. If Canadian LC Issuer makes any payment under a Canadian Letter of Credit and Canadian Borrower does not reimburse such payment on the Canadian Reimbursement Date, Agent shall promptly notify Canadian Lenders and each Canadian Lender shall promptly (within one Business Day) and unconditionally pay to Agent, for the benefit of Canadian LC Issuer, the Canadian Lender’s Pro Rata share of such payment. Upon request by a Canadian Lender, Canadian LC Issuer shall furnish copies of any Canadian Letters of Credit and Canadian LC Documents in its possession at such time.

(iii) The obligation of each Canadian Lender to make payments to Agent for the account of Canadian LC Issuer in connection with Canadian LC Issuer’s payment under a Canadian Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, setoff, qualification or exception whatsoever, and shall be made in accordance with this Agreement under all circumstances, irrespective of any lack of validity or unenforceability of any Loan Documents; any draft, certificate or other document presented under a Canadian Letter of Credit having been determined to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or the existence of any setoff or defense that any Canadian Obligor may have with respect to any Canadian Obligations. Canadian LC Issuer does not assume any responsibility for any failure or delay in performance or any breach by Canadian Borrower or other Person of any obligations under any Canadian LC Documents. Canadian LC Issuer does not make to Lenders any express or implied warranty, representation or guaranty with respect to the Canadian Collateral, Canadian LC Documents or any Canadian Obligor. Canadian LC Issuer shall not be responsible to any Canadian Lender for any recitals, statements, information, representations or warranties contained in, or for the execution, validity, genuineness, effectiveness or enforceability of any Canadian LC Documents; the validity, genuineness, enforceability, collectability, value or sufficiency of any Collateral or the perfection of any Lien therein; or the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any Canadian Obligor.

(iv) No Canadian LC Issuer Indemnitee shall be liable to any Canadian Lender or other Person for any action taken or omitted to be taken in connection with any Canadian LC Documents except as a result of its actual gross negligence or willful misconduct. Canadian LC Issuer shall not have any liability to any Canadian Lender if Canadian LC Issuer refrains from any action under any Canadian Letter of Credit or Canadian LC Documents until it receives written instructions from Required Canadian Lenders.

(c) Cash Collateral . If any Canadian LC Obligations, whether or not then due or payable, shall for any reason be outstanding at any time (i) that an Event of Default exists, (ii) that Canadian Availability is less than zero, or (iii) on the Canadian Revolver Commitment Termination Date, then Canadian Borrower shall, at Canadian LC Issuer’s or Agent’s request, Cash Collateralize the stated

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amount of all outstanding Canadian Letters of Credit and pay to Canadian LC Issuer the amount of all other Canadian LC Obligations. Canadian Borrower shall, on demand by Canadian LC Issuer or Agent from time to time, Cash Collateralize the Canadian LC Obligations of any Defaulting Lender. If Canadian Borrower fails to provide any Cash Collateral as required hereunder, Canadian Lenders may (and shall upon direction of Agent) advance, as Canadian Revolver Loans, the amount of the Cash Collateral required (whether or not the Canadian Commitments have terminated, a Canadian Overadvance exists or the conditions in Section 6 are satisfied).

2.4. Amendment and Restatement; Assignment and Allocations . This Agreement constitutes an amendment and restatement of the Original Credit Agreement as described in Section 14.17 hereof. In order to facilitate such amendment and restatement of the Original Credit Agreement and otherwise to effectuate the desires of the Borrowers, Agent, the Lenders, and the other parties hereto agree that (a) pursuant to an assignment and assumption agreement among the lenders under the Original Credit Agreement and the Lenders hereunder, each of the “Commitments” (as defined in the Original Credit Agreement) to make “Revolving Loans” and “Non-Ratable Loans” and to participate in credit exposure under “Letters of Credit” and “Agent Advances” (as such terms are defined in the Original Credit Agreement) have been assigned to the Lenders hereunder, and (b) simultaneously with the Closing Date (i) the aggregate Commitments shall be as shown and allocated as set forth in Schedule 1.1 , and (ii) each of the Existing Letters of Credit shall constitute a U.S. Letter of Credit hereunder.

SECTION 3. INTEREST, FEES AND CHARGES

3.1. Interest .

3.1.1. Rates and Payment of Interest .

(a) The Obligations shall bear interest (i) if a U.S. Revolver Loan that is a Base Rate Loan, at the Base Rate in effect from time to time, plus the Applicable Margin; (ii) if a U.S. Revolver Loan that is a LIBOR Loan, at LIBOR for the applicable Interest Period, plus the Applicable Margin; (iii) if a Canadian Revolver Loan that is a Canadian Prime Rate Loan, at the Canadian Prime Rate, in effect from time to time, plus the Applicable Margin; (iv) if a Canadian Revolver Loan that is a Canadian BA Rate Loan, at the Canadian BA Rate for the applicable Interest Period, plus the Applicable Margin; (v) if any other U.S. Obligation that is then due and payable (including, to the extent permitted by law, interest not paid when due), at the Base Rate in effect from time to time, plus the Applicable Margin for Base Rate Loans; and (vi) if any other Canadian Obligation that is then due and payable (including, to the extent permitted by law, interest not paid when due), at the Canadian Prime Rate in effect from time to time, plus the Applicable Margin for Canadian Prime Rate Loans. Interest shall accrue from the date the Loan is advanced or the Obligation is incurred or payable, until paid by Borrowers of the applicable Borrower Group. If a Loan is repaid on the same day made, one day’s interest shall accrue.

(b) Interest on the Revolver Loans shall be payable in the currency (i.e., Dollars or Canadian Dollars, as the case may be) of the underlying Revolver Loan.

(c) During an Insolvency Proceeding with respect to any Obligor, or during any other Event of Default, if Agent or Required U.S. Lenders or Required Canadian Lenders, as applicable, in their discretion so elect, Borrower Group Obligations of the applicable Borrower Group shall bear interest at the Default Rate (whether before or after any judgment). Each Borrower acknowledges that the cost and expense to Agent and Lenders due to an Event of Default are difficult to ascertain and that the Default Rate is a fair and reasonable estimate to compensate Agent and Lenders for this.

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(d) Interest accrued on the Loans shall be due and payable in arrears, (i) for any Base Rate Loan, Canadian Prime Rate Loan or LIBOR Loan, on the first day of each month; (ii) for any LIBOR Loan or Canadian BA Rate Loan, on the last day of its Interest Period (and, if such Interest Period is longer than 3 months, on each 3 month anniversary of the making of such LIBOR Loan or Canadian BA Rate Loan); (iii) on any date of prepayment, with respect to the principal amount of Loans being prepaid; and (iv) on the Revolver Termination Date. Interest accrued on any other Obligations shall be due and payable as provided in the Loan Documents and, if no payment date is specified, shall be due and payable on demand . Notwithstanding the foregoing, interest accrued at the Default Rate shall be due and payable on demand .

3.1.2. Application of LIBOR to Outstanding Loans .

(a) U.S. Borrowers may on any Business Day, subject to delivery of a Notice of Conversion/Continuation, elect to convert any portion of the Base Rate Loans to, or to continue any LIBOR Loan at the end of its Interest Period as, a LIBOR Loan. During any Event of Default, Agent may (and shall at the direction of Required U.S. Lenders) declare that no Loan may be made, converted or continued as a LIBOR Loan.

(b) Whenever U.S. Borrowers desire to convert or continue Loans as LIBOR Loans, Borrower Agent shall give Agent a Notice of Conversion/Continuation, no later than 11:00 a.m. at least three Business Days before the requested conversion or continuation date. Promptly after receiving any such notice, Agent shall notify each Lender thereof. Each Notice of Conversion/Continuation shall be irrevocable, and shall specify the amount of Loans to be converted or continued, the conversion or continuation date (which shall be a Business Day), and the duration of the Interest Period (which shall be deemed to be 30 days if not specified). If, upon the expiration of any Interest Period in respect of any LIBOR Loans, U.S. Borrowers shall have failed to deliver a Notice of Conversion/Continuation, they shall be deemed to have elected to convert such Loans into Base Rate Loans.

3.1.3. Application of Canadian BA Rate to Outstanding Loans .

(a) Canadian Borrower may on any Business Day, subject to delivery of a Notice of Conversion/Continuation, elect to convert any portion of the Canadian Prime Rate Loans to, or to continue any Canadian BA Rate Loan at the end of its Interest Period as, a Canadian BA Rate Loan. During any Event of Default, Agent may (and shall at the direction of Required Canadian Lenders declare that no Loan may be made, converted or continued as a Canadian BA Rate Loan.

(b) Whenever Canadian Borrower desires to convert or continue Loans as Canadian BA Rate Loans, Borrower Agent shall give Agent a Notice of Conversion/Continuation, no later than 11:00 a.m. at least three Business Days before the requested conversion or continuation date. Promptly after receiving any such notice, Agent shall notify each Canadian Lender thereof. Each Notice of Conversion/Continuation shall be irrevocable, and shall specify the amount of Loans to be converted or continued, the conversion or continuation date (which shall be a Business Day), and the duration of the Interest Period (which shall be deemed to be one month if not specified). If, upon the expiration of any Interest Period in respect of any Canadian BA Rate Loans, Canadian Borrower shall have failed to deliver a Notice of Conversion/Continuation, they shall be deemed to have elected to convert such Loans into Canadian Prime Rate Loans.

3.1.4. Interest Periods . In connection with the making, conversion or continuation of any LIBOR Loans or Canadian BA Rate Loans, Borrowers of the applicable Borrower Group shall select an interest period (“ Interest Period ”) to apply, which interest period shall be one, two, three or six months; provided , however , that:

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(a) the Interest Period shall commence on the date the Loan is made or continued as, or converted into, a LIBOR Loan or Canadian BA Rate Loan, as applicable, and shall expire on the numerically corresponding day in the calendar month at its end;

(b) if any Interest Period commences on a day for which there is no corresponding day in the calendar month at its end or if such corresponding day falls after the last Business Day of such month, then the Interest Period shall expire on the last Business Day of such month; and if any Interest Period would expire on a day that is not a Business Day, the period shall expire on the next Business Day; and

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

3.1.5. Interest Rate Not Ascertainable . If Agent shall determine that on any date for determining LIBOR or the Canadian BA Rate, due to any circumstance affecting the London or other interbank market, adequate and fair means do not exist for ascertaining either such rate on the basis provided herein, then Agent shall immediately notify Borrowers of such determination. Until Agent notifies Borrowers that such circumstance no longer exists, the obligation of Lenders to make LIBOR Loans or Canadian BA Rate Loans, as applicable, shall be suspended, and no further Loans may be converted into or continued as LIBOR Loans or Canadian BA Rate Loans, as applicable.

3.2. Fees .

3.2.1. Unused Line Fee .

(a) U.S. Revolving Facility . U.S. Borrowers shall pay to Agent, for the Pro Rata benefit of U.S. Lenders (other than a Defaulting Lender for any period during which it is a Defaulting Lender), a monthly fee calculated for each month as follows (the “ U.S. Unused Fee ”): (i) if Average U.S. Facility Usage for the most recently ended calendar quarter is greater than 50% of the aggregate U.S. Revolver Commitments for such calendar quarter, the U.S. Unused Fee shall be 0.50% per annum times the amount by which (A) the U.S. Revolver Commitments for such month exceed (B) the Average U.S. Facility Usage for such month and (ii) if Average U.S. Facility Usage for the most recently ended calendar quarter is less than or equal to 50% of the aggregate U.S. Revolver Commitments for such calendar quarter, the U.S. Unused Fee shall be 0.75% per annum times the amount by which (A) the U.S. Revolver Commitments for such month exceed (B) the Average U.S. Facility Usage for such month. Such fee shall be payable monthly in arrears, on the first day of each month and on the U.S. Revolver Commitment Termination Date. “ Average U.S. Facility Usage ” means the average daily balance of U.S. Revolver Loans and undrawn amount of Letters of Credit during any calendar quarter.

(b) Canadian Revolving Facility . Canadian Borrower shall pay to Agent, for the Pro Rata benefit of Canadian Lenders (other than a Defaulting Lender for any period during which it is a Defaulting Lender), a monthly fee calculated for each month as follows (the “ Canadian Unused Fee ”): (i) if Average Canadian Facility Usage for the most recently ended calendar quarter is greater than 50% of the aggregate Canadian Revolver Commitments for such calendar quarter, the Canadian Unused Fee shall be 0.50% per annum times the amount by which (A) the Canadian Revolver Commitments for such month exceed (B) the Average Canadian Facility Usage for such month and (ii) if Average Canadian Facility Usage for the most recently ended calendar quarter is less than or equal to 50% of the aggregate Canadian Revolver Commitments for such calendar quarter, the Canadian Unused Fee shall be 0.75% per annum times the amount by which (A) the Canadian Revolver Commitments for such month exceeds (B) the Average Canadian Facility Usage for such month. Such fee shall be payable monthly in arrears, on the first day of each month and on the Canadian Revolver Commitment Termination

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Date. “ Average Canadian Facility Usage ” means the average daily balance of Canadian Revolver Loans and undrawn amount of Canadian Letters of Credit during any calendar quarter.

3.2.2. LC Facility Fees .

(a) U.S. Borrowers shall pay in Dollars (i) to Agent, for the Pro Rata benefit of U.S. Lenders, a fee (the “ U.S. Letter of Credit Fee ”) equal to the Applicable Margin in effect for LIBOR Loans times the average daily undrawn amount of U.S. Letters of Credit, which fee shall be payable monthly in arrears, on the first day of each month; (ii) to Agent, for its own account, a fronting fee equal to .125% per annum on the stated amount of each U.S. Letter of Credit, which fee shall be payable monthly in arrears, on the first day of each month; and (iii) to U.S. LC Issuer, for its own account, all customary charges associated with the issuance, amending, negotiating, payment, processing, transfer and administration of U.S. Letters of Credit, which charges shall be paid as and when incurred. During an Event of Default, the fee payable under clause (i) shall be increased by 2% per annum.

(b) Canadian Borrower shall pay in Canadian Dollars (i) to Agent, for the Pro Rata benefit of Canadian Lenders, a fee (the “ Canadian Letter of Credit Fee ”) equal to the Applicable Margin in effect for Canadian BA Rate Loans times the average daily undrawn amount of Canadian Letters of Credit, which fee shall be payable monthly in arrears, on the first day of each month; (ii) to Agent, for its own account, a fronting fee equal to .125% per annum on the stated amount of each Canadian Letter of Credit, which fee shall be payable monthly in arrears, on the first day of each month; and (iii) to Canadian LC Issuer, for its own account, all customary charges associated with the issuance, amending, negotiating, payment, processing, transfer and administration of Canadian Letters of Credit, which charges shall be paid as and when incurred. During an Event of Default, the fee payable under clause (i) shall be increased by 2% per annum.

3.2.3. Agent Fees . In consideration of Agent’s syndication of the Commitments and service as Agent hereunder, Borrowers shall pay to Agent, for its own account, the fees described in the Fee Letter.

3.3. Computation of Interest, Fees, Yield Protection . All interest, as well as fees and other charges calculated on a per annum basis, shall be computed for the actual days elapsed, based on a year of 360 days, or, in the case of interest based on the Canadian Prime Rate or Canadian BA Rate, on the basis of a 365 day year. Each determination by Agent of any interest, fees or interest rate hereunder shall be final, conclusive and binding for all purposes, absent manifest error. All fees shall be fully earned when due and shall not be subject to rebate, refund or proration. All fees payable under Section 3.2 are compensation for services and are not, and shall not be deemed to be, interest or any other charge for the use, forbearance or detention of money. A certificate as to amounts payable by any Borrower under Section 3.4, 3.5, 3.7, 3.9 or 5.9 , submitted to Borrower Agent by Agent or the affected Lender, as applicable, shall be final, conclusive and binding for all purposes, absent manifest error, and Borrowers shall pay such amounts to the appropriate party within 15 days following receipt of the certificate. For the purpose of complying with the Interest Act (Canada), it is expressly stated that where interest is calculated pursuant hereto at a rate based upon a 360-day period or any other period of time that is less than a calendar year (for the purposes of this Section, the “first rate”), the yearly rate or percentage of interest to which the first rate is equivalent is the first rate multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by 360, or such other number of days, as the case may be, and the parties hereto acknowledge that there is a material distinction between the nominal and effective rates of interest and that they are capable of making the calculations necessary to compare such rates and that the calculations herein are to be made using the nominal rate method and not on any basis that gives effect to the principle of deemed reinvestment of interest.

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3.4. Reimbursement Obligations . Borrowers within each Borrower Group shall reimburse Agent for all Extraordinary Expenses incurred by Agent in reference to such Borrower Group or its related Borrower Group Obligations or Borrower Group Collateral. Such Borrowers shall also reimburse Agent for all out-of-pocket legal, accounting, consulting, and other fees, costs and expenses incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Borrower Group Collateral, Loan Documents and transactions contemplated thereby in reference to such Borrower Group or its related Borrower Group Obligations or Borrower Group Collateral, including any actions taken to perfect or maintain priority of Agent’s Liens on any Borrower Group Collateral, to maintain any insurance required hereunder if Borrowers fail to do so or to verify Borrower Group Collateral; and (c) each inspection, audit or appraisal with respect to any Obligor within such Borrower Group or Borrower Group Collateral securing the Borrower Group Obligations, whether prepared by Agent’s personnel or a third party (subject to Section 10.1.1(b) ). All legal, accounting and consulting fees incurred by Agent Professionals in reference to a Borrower Group or its related Borrower Group Obligations or Borrower Group Collateral shall be charged to Borrowers within such Borrower Group at their applicable hourly rates, regardless of any reduced or alternative fee billing arrangements that Agent, any Lender or any of their Affiliates may have with such professionals with respect to any other transaction. If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificate), it is determined that a higher Applicable Margin should have applied to a period than was actually applied, then the proper margin shall be applied retroactively and Borrowers within the applicable Borrower Group shall pay to Agent, for the Pro Rata benefit of Applicable Lenders, an amount equal to the difference between the amount of interest and fees that would have accrued using the proper margin and the amount actually paid. All amounts payable by Borrowers under this Section shall be due within 15 days following written demand by Agent.

3.5. Illegality . If any Lender determines that any Applicable Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Interest Period Loans, or to determine or charge interest rates based upon LIBOR or the Canadian BA Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, or Canadian Dollars through bankers’ acceptances then, on notice thereof by such Lender to Agent, any obligation of such Lender to make or continue Interest Period Loans or to convert Floating Rate Loans to Interest Period Loans shall be suspended until such Lender notifies Agent that the circumstances giving rise to such determination no longer exist. Upon delivery of such notice, Borrowers of the applicable Borrower Group shall prepay or, if applicable, convert all Interest Period Loans of such Lender to Floating Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Interest Period Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Interest Period Loans. Upon any such prepayment or conversion, Borrowers of the applicable Borrower Group shall also pay accrued interest on the amount so prepaid or converted.

3.6. Inability to Determine Rates . If Required U.S. Lenders or Required Canadian Lenders with respect to any applicable Borrower Group notify Agent for any reason in connection with a request for a Borrowing of, or conversion to or continuation of, an Interest Period Loan that (a) Dollar deposits or bankers’ acceptances are not being offered to, as regards LIBOR, banks in the London interbank Eurodollar market or, as regards Canadian BA Rate, Persons in Canada, for the applicable amount and Interest Period of such Loan, (b) adequate and reasonable means do not exist for determining LIBOR or the Canadian BA Rate for the requested Interest Period, or (c) LIBOR or the Canadian BA Rate for the requested Interest Period does not adequately and fairly reflect the cost to such Lenders of funding such Loan, then Agent will promptly so notify Borrower Agent and each Applicable Lender. Thereafter, the obligation of the Applicable Lenders to make or maintain Interest Period Loans, as applicable, shall be suspended until Agent (upon instruction by Required U.S. Lenders or Required

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Canadian Lenders, as applicable) revokes such notice. Upon receipt of such notice, Borrower Agent may revoke any pending request for a Borrowing of, conversion to or continuation of an Interest Period Loan or, failing that, will be deemed to have submitted a request for a Floating Rate Loan.

3.7. Increased Costs; Capital Adequacy .

3.7.1. Change in Law . If any Change in Law shall:

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

      (b) subject any Lender or LC Issuer to any Tax with respect to any Loan, Loan Document, Letter of Credit or participation in LC Obligations, or change the basis of taxation of payments to such Lender or LC Issuer in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 5.9 and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender or LC Issuer); or

      (c) impose on any Lender or LC Issuer or the London interbank market any other condition, cost or expense affecting any Loan, Loan Document, Letter of Credit or participation in LC Obligations; and the result thereof shall be to increase the cost to such Lender of making or maintaining any Interest Period Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or LC Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or