Third Temporary Waiver Agreement  (the “ Third Temporary Wavier Agreement ”), dated as of September 15, 2009, whereby the Lenders agreed to extend the temporary waiver of the Scheduled Defaults and the Additional Default and temporarily waive the Technical Default until the Third Temporary Waiver Termination Date as so defined therein (hereinafter defined as the “ Third Temporary Waiver Termination Date ”);

(F)           WHEREAS, as a result of the occurrence and/or continuation of certain Events of Default after the Third Temporary Waiver Termination Date under the Senior Prepetition Credit Agreement, the Administrative Agent and the Lenders entered into that certain Fourth Temporary Waiver Agreement  (the “ Fourth Temporary Wavier Agreement ”), dated as of September 30, 2009, whereby the Lenders agreed to extend the temporary waiver of the Scheduled Defaults, the Additional Default and the Technical Default until October 5, 2009 (the “ Fourth Temporary Waiver Termination Date ”);

(G)           WHEREAS, as a result of the occurrence and/or continuation of certain Events of Default after the Fourth Temporary Waiver Termination Date under the Senior Prepetition Credit Agreement, the Administrative Agent and the Lenders entered into that certain Fifth Temporary Waiver Agreement  (the “ Fifth Temporary Wavier Agreement ”), dated as of October 5, 2009, whereby the Lenders agreed to extend the temporary waiver of the Scheduled Defaults, the Additional Default and the Technical Default until 9:00 a.m. (eastern standard time) on October 8, 2009 (the “ Fifth Temporary Waiver Termination Date ”);

(H)          WHEREAS, the Administrative Agent and the Lenders will, if the Scheduled Defaults, the Additional Default or the Technical Default occur(s) and remain(s) continuing as a result of the Fifth Temporary Waiver Termination Date occurring, be entitled to exercise all of their rights and remedies under the Senior Prepetition Credit Agreement, the other Prepetition Loan Documents, applicable law and in equity (such rights, remedies and actions, collectively, “ Enforcement Actions ”), including without limitation, to declare to be immediately due and payable the outstanding principal of the Advances, all accrued interest thereon and all fees and other obligations owing to the Administrative Agent and the Lenders under the Senior Prepetition Credit Agreement and the other Prepetition Loan Documents;

(I)            WHEREAS, each of the Loan Parties (other than the Canadian Borrower) and certain of their respective subsidiaries and affiliates expect to file as debtors-in-possession (in such capacity, the “ Debtors ”) under Chapter 11 of the United States Bankruptcy Code (collectively the “ Bankruptcy Filings ”) in the United States Bankruptcy Court for the District of Delaware (the “ Bankruptcy Court ”);

(J)            WHEREAS, the Loan Parties have notified the Specified Senior Lenders that unless a forbearance is provided (and without prejudice to the rights and remedies of the Administrative Agent and the Lenders under the Senior Prepetition Credit Agreement, the other Prepetition Loan Documents, applicable law and in equity), the Canadian Borrower would be required to commence with the applicable Canadian court, voluntary proceedings (in such capacity, an “ Additional Debtor ”) under the Companies’ Creditor Arrangement Act (Canada) in an applicable court of competent jurisdiction in Canada due to Events of Default under the Prepetition Loan Documents resulting from the Bankruptcy Filings;

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(K)          WHEREAS, the Canadian Borrower does not intend to become an Additional Debtor and is not and shall not be a debtor-in-possession in the Bankruptcy Filings;

(L)           WHEREAS, that certain Senior Secured Superpriority Debtor-In-Possession Credit Agreement is expected to be entered into in connection with the Bankruptcy Filings (as amended, supplemented or otherwise modified from time to time, including any substitution, replacement, refinancing, renewal or extension thereof, the “ DIP Credit Agreement ”) by the U.S. Borrower as borrower and the Subsidiary Guarantors as guarantors, Deutsche Bank Trust Company Americas, as DIP administrative agent and DIP collateral agent, Deutsche Bank Trust Company Americas, as DIP issuing bank and DIP swingline bank, Deutsche Bank Securities Inc. as lead arranger, General Electric Capital Corporation as syndication agent, and the DIP lenders from time to time party thereto;

(M)         WHEREAS, the Loan Parties have notified the Lenders that the Specified Events of Defaults have occurred and are existing on the date hereof;

(N)          WHEREAS, notwithstanding the Specified Events of Default, the Loan Parties have requested, and those certain Senior Lenders under the Senior Prepetition Credit Agreement party to this Agreement, including by way of joinder hereto (collectively, together with their respective successors and assigns, the “ Specified Senior Lenders ”) are willing, through the Forbearance Termination Date (as defined below) with respect to each Specified Senior Lender, to forbear in the enforcement of their remedies set forth in the Prepetition Loan Documents available to it at law or in equity, such forbearance to occur to the extent, and strictly on the terms and conditions, set forth herein.

NOW, THEREFORE, in consideration of the premises, the mutual covenants contained herein and for other valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Loan Parties and the Specified Senior Lenders hereby agree as follows:

ARTICLE I

Definitions; Acknowledgments

Section 1.1.  Definitions .  As used in this Agreement, the following terms shall have the meanings set forth below:

“ Canadian Borrower Forbearance Condition ” means, on any date, a condition that will be satisfied if the Canadian Borrower has complied with each of the following covenants set forth in the Senior Prepetition Credit Agreement (as modified below), with such provisions to be interpreted as if the Canadian Borrower is the only “Borrower” and the only “Restricted Subsidiary” thereunder:

(a)       Liens, Etc .  The covenants set forth in 5.02(a); provided no Liens in excess of $500,000 may be created, incurred, assumed or suffered to exist after the Effective Date under Section 5.2(a)(x).

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(b)       Debt – The covenants set forth in Section 5.02(b); provided that (x) no other Subordinated Debt may be incurred after the Effective Date under Section 5.02(b)(i)(A), (y) no Debt other than unsecured Debt may be incurred after the Effective Date under Section 5.02(b)(iii)(I) and (z) the following U.S. Dollar values shall be adjusted with respect to any Debt to be incurred after the Effective Date:

i.              in Section 5.02(b)(iii)(B), $25,000,000 shall be reduced to $500,000;

ii.         in Section 5.02(b)(iii)(D), $50,000,000 shall be reduced to $0; and

iii.        in Section 5.02(b)(iii)(I), $125,000,000 shall be reduced to $500,000.

(c)       Asset Sales – The covenants set forth in Section 5.02(d); provided that no asset sales may be made after the Effective Date other than pursuant to Section 5.02(d)(i).

(d)       Investments – The covenants set forth in Section 5.02(e); provided that (x) no investment(s) shall be made pursuant to Section 5.02(e)(ii) in the aggregate in excess of $250,000 after the Effective Date, (y) no investment shall be made after the Effective Date pursuant to Section 5.02(e)(viii) and (z) no investment(s) shall be made pursuant to Section 5.02(e)(xiii) in the aggregate in excess of $500,000 after the Effective Date.

(e)       Prepayments, Etc., of Debt – The covenants set forth in Section 5.02(g); provided that no payment, redemption, purchase, defeasance or other satisfaction of any Subordinated Debt may be made after the Effective Date pursuant to Section 5.02(g)(i).

(f)        Capital Expenditures – The covenants set forth in Section 5.02(j); provided that in Section 5.02(j), the U.S. Dollar value $50,000,000 shall be reduced to $2,500,000 for the period commencing from and after the Effective Date.

“ Default Interest ” means interest accruing pursuant to, and in accordance with, Section 2.07(b) of the Senior Prepetition Credit Agreement.

“ Forbearance Period ” means the period from the Effective Date to, but excluding, the Forbearance Termination Date.

“ Milestone Termination Date ” means (a) at any time while the DIP Credit Agreement is in effect and the definition of “Milestone Termination Date” is set forth therein, the definition of “Milestone Termination Date” set forth in the DIP Credit Agreement and (b) at any time while the DIP Credit Agreement is not in effect or the definition of “Milestone Termination Date” is not set forth therein, Wednesday, October 14, 2009.

“Perfected Account ” means collectively: (a) the accounts set forth in that certain letter agreement dated as of  August 14, 2009 (as amended or modified from time to time) among Canadian Borrower, Administrative Agent and Fifth Third Bank; and (b) all other “Account Collateral” (as defined in that certain Security Agreement dated as of July 27, 2001 (as amended, modified and supplemented from time to time) between Canadian Borrower and Administrative Agent (as successor agent to Citicorp USA, Inc.), herein the “ Canadian Security Agreement ”)

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pursuant to which Administrative Agent has a perfected lien in accordance with the terms of the Canadian Security Agreement.

“ Petition Filing Date ” means the date upon which the U.S. Borrower’s Bankruptcy Filing is made by the filing of a voluntary petition or the voluntary conversion of an involuntary bankruptcy petition.

“ Senior Subordinated Notes Forbearance ” means that certain Second Forbearance Agreement, dated as of September 30, 2009, among certain holders of the Senior Subordinated Notes, the U.S. Borrower, certain guarantors of the Senior Subordinated Notes and The Bank of New York Mellon Trust Company (f/k/a The Bank of New York Trust Company, N.A.), as trustee.

“ Specified Events of Default ” means, collectively, the Scheduled Defaults, the Additional Default, the Technical Default and the Defaults and Events of Default under the Specified Sections (as defined below) of the Senior Prepetition Credit Agreement, which have occurred or may in the future occur as a result of:

(i)            the Bankruptcy Filings (including failure to pay principal, interest and other obligations existing as of the date of the Bankruptcy Filing as a result of the the acceleration of such obligations under Section 7.01 of the Senior Prepetition Credit Agreement),

(ii)           the execution, delivery, filing, performance (including utilization of the cash management system and granting liens required thereunder) and compliance with terms of the DIP Credit Agreement and each “Loan Document&rd