Common use of XXXXXX COMPANY Clause in Contracts

XXXXXX COMPANY. as the Company By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Vice President, Treasurer JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent, as the Swingline Lender, as the Issuing Bank and as a Lender By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President CITIBANK, N.A., as Syndication Agent and as a Lender By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Vice President X.X. Xxxxxx Company Credit Agreement dated as of December 14, 2005 ABN AMRO BANK, N.V., individually as a Lender and as Co-Documentation Agent By: /s/ Xxxxxxxxx X. Xxxxx Name: Xxxxxxxxx X. Xxxxx Title: Managing Director By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Vice-President BANK OF TOKYO-MITSUBISHI, LTD., individually as a Lender and as Co-Documentation Agent By: /s/ Tsuguyuki Umene Name: Tsuguyuki Umene Title: Deputy General Manager BANK OF AMERICA, N.A., individually as a Lender and as Co-Documentation Agent By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President X.X. Xxxxxx Company Credit Agreement dated as of December 14, 2005 U.S. BANK, NATIONAL ASSOCIATION, individually as a Lender By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Vice President XXXXX FARGO BANK, NATIONAL ASSOCIATION, individually as a Lender By: /s/ Xxxxxxxxxx Xxxx Name: Xxxxxxxxxx Xxxx Title: Vice President XXXXX FARGO BANK, NATIONALASSOCIATION, individually as a Lender By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Assistant Vice President THE NORTHERN TRUST COMPANY, individually as a Lender By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Vice President KEYBANK NATIONAL ASSOCIATION, individually as a Lender By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Vice President X.X. Xxxxxx Company Credit Agreement dated as of December 14, 2005 PNC BANK NATIONAL ASSOCIATION, individually as a Lender By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Senior Vice President NATIONAL CITY BANK OF THE MIDWEST, individually as a Lender By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Vice President X.X. Xxxxxx Company Credit Agreement dated as of December 14, 2005 CONSENT AND REAFFIRMATION Each of the undersigned hereby acknowledges receipt of a copy of the foregoing Amendment No. 1 to the Credit Agreement dated as of December 14, 2005 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among X.X. Xxxxxx Company (the “Company”), the financial institutions from time to time party thereto (the “Lenders”) and JPMorgan Chase Bank, National Association, in its individual capacity as a Lender and in its capacity as contractual representative (the “Agent”), which Amendment No. 1 is dated as of March 14, 2006 (the “Amendment”). Capitalized terms used in this Consent and Reaffirmation and not defined herein shall have the meanings given to them in the Credit Agreement. Without in any way establishing a course of dealing by the Agent or any Lender, each of the undersigned consents to the Amendment and reaffirms the terms and conditions of the Subsidiary Guaranty and any other Loan Document executed by it and acknowledges and agrees that such agreement and each and every such Loan Document executed by the undersigned in connection with the Credit Agreement remains in full force and effect and is hereby reaffirmed, ratified and confirmed. All references to the Credit Agreement contained in the above-referenced documents shall be a reference to the Credit Agreement as so modified by the Amendment and as the same may from time to time hereafter be amended, modified or restated. Dated: March 14, 2006 SPECIALTY CONSTRUCTION BRANDS, INC. By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Treasurer ANNEX I COMMITMENTS LENDER COMMITMENT JPMORGAN CHASE BANK, NATIONAL ASSOCIATION $ 32,000,000 CITIBANK, N.A. $ 32,000,000 ABN AMRO BANK N.V. $ 25,000,000 BANK OF TOKYO-MITSUBISHI, LTD. $ 25,000,000 BANK OF AMERICA, N.A. $ 25,000,000 U.S. BANK NATIONAL ASSOCIATION $ 24,000,000 XXXXX FARGO BANK, NATIONAL ASSOCIATION $ 24,000,000 THE NORTHERN TRUST COMPANY $ 18,000,000 KEYBANK NATIONAL ASSOCIATION $ 15,000,000 PNC BANK, NATIONAL ASSOCIATION $ 15,000,000 NATIONAL CITY BANK OF THE MIDWEST $ 15,000,000

XXXXXX COMPANY. as the Company By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Vice President, President & Treasurer JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent, as the Swingline Lender, as the Issuing Bank and as a Lender X.X. XXXXXX FINANCE (IRELAND) By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President CITIBANK, N.A., as Syndication Agent and as a Lender By: /s/ Xxxxx Xxxxxx X. Xxxxxxx Name: Xxxxx Xxxxxx X. Xxxxxxx Title: Vice President Director X.X. Xxxxxx Company Credit Agreement dated as of December 14March 5, 2005 ABN AMRO 2012 JPMORGAN CHASE BANK, N.V.N.A., individually as a Lender and as Co-Documentation Administrative Agent By: /s/ Xxxxxxxxx X. Xxxxx Xxxxxxx Xxxxxxx Name: Xxxxxxxxx X. Xxxxx Xxxxxxx Xxxxxxx Title: Managing Director Associate X.X. Xxxxxx Company Credit Agreement dated as of Xxxxx 0, 0000 XXXXXXXX, N.A., as a Lender By: /s/ Xxx Xxxx Xxxxxx Name: Xxx Xxxxxx Title: Vice-President BANK OF TOKYO-MITSUBISHI, LTD., individually as a Lender and as Co-Documentation Agent By: /s/ Tsuguyuki Umene Name: Tsuguyuki Umene Title: Deputy General Manager BANK OF AMERICA, N.A., individually as a Lender and as Co-Documentation Agent By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxx Xxxxxx Title: Vice President X.X. Xxxxxx Company Credit Agreement dated as of December 14March 5, 2005 U.S. BANK2012 THE BANK OF TOKYO-MITSUBISHI UFJ, NATIONAL ASSOCIATIONLTD., individually as a Lender By: /s/ Xxxxx Xxxxxxxx Xxxxxxxxx Xxxxxx Name: Xxxxx Xxxxxxxx Xxxxxxxxx Xxxxxx Title: Vice President XXXXX FARGO Authorized Signatory X.X. Xxxxxx Company Credit Agreement dated as of March 5, 2012 XXXXXX XXXXXXX BANK, NATIONAL ASSOCIATIONN.A., individually as a Lender By: Name: Title: X.X. Xxxxxx Company Credit Agreement dated as of March 5, 2012 BANK OF AMERICA, N.A., as a Lender By: /s/ Xxxxxxx X. Xxxxxxxxxx Xxxx Name: Xxxxxxx X. Xxxxxxxxxx Xxxx Title: Vice President XXXXX FARGO BANK, NATIONALASSOCIATION, individually as a Lender By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Assistant Vice President THE NORTHERN TRUST COMPANY, individually as a Lender By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Vice President KEYBANK NATIONAL ASSOCIATION, individually as a Lender By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Vice President X.X. Xxxxxx Company Credit Agreement dated as of December 14March 5, 2005 2012 PNC BANK BANK, NATIONAL ASSOCIATION, individually as a Lender By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Senior Vice President NATIONAL CITY BANK OF THE MIDWEST, individually as a Lender By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Vice President X.X. Xxxxxx Company Credit Agreement dated as of December 14March 5, 2005 2012 U.S. BANK NATIONAL ASSOCIATION, as a Lender By: Name: Title: X.X. Xxxxxx Company Credit Agreement dated as of March 5, 2012 XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Director X.X. Xxxxxx Company Credit Agreement dated as of March 5, 2012 THE NORTHERN TRUST COMPANY, as a Lender By: Name: Title: X.X. Xxxxxx Company Credit Agreement dated as of March 5, 2012 HSBC BANK USA, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Director X.X. Xxxxxx Company Credit Agreement dated as of March 5, 2012 CONSENT AND REAFFIRMATION Each of the The undersigned hereby acknowledges receipt of a copy of the foregoing Amendment No. 1 to the Credit Agreement dated as of December 14March 5, 2005 2012 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among X.X. Xxxxxx Company (Company, the “Company”)Foreign Subsidiary Borrowers from time to time party thereto, the financial institutions from time to time party thereto (the “Lenders”) and JPMorgan Chase Bank, National AssociationN.A., in its individual capacity as a Lender and in its capacity as contractual representative (the “Administrative Agent”), which Amendment No. 1 is dated as of March 14September 26, 2006 2012 (the “Amendment”). Capitalized terms used in this Consent and Reaffirmation and not defined herein shall have the meanings given to them in the Credit Agreement. Without in any way establishing a course of dealing by the Administrative Agent or any Lender, each of the undersigned consents to the Amendment and reaffirms the terms and conditions of the Subsidiary Guaranty and any other Loan Document executed by it and acknowledges and agrees that such agreement and each and every such Loan Document executed by the undersigned in connection with the Credit Agreement remains in full force and effect and is hereby reaffirmed, ratified and confirmed. All references to the Credit Agreement contained in the above-referenced documents shall be a reference to the Credit Agreement as so modified by the Amendment and as the same may from time to time hereafter be amended, modified or restated. Dated: March 14September 26, 2006 SPECIALTY CONSTRUCTION BRANDS, INC. By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Treasurer ANNEX I COMMITMENTS LENDER COMMITMENT JPMORGAN CHASE BANK, NATIONAL ASSOCIATION $ 32,000,000 CITIBANK, N.A. $ 32,000,000 ABN AMRO BANK N.V. $ 25,000,000 BANK OF TOKYO-MITSUBISHI, LTD. $ 25,000,000 BANK OF AMERICA, N.A. $ 25,000,000 U.S. BANK NATIONAL ASSOCIATION $ 24,000,000 XXXXX FARGO BANK, NATIONAL ASSOCIATION $ 24,000,000 THE NORTHERN TRUST COMPANY $ 18,000,000 KEYBANK NATIONAL ASSOCIATION $ 15,000,000 PNC BANK, NATIONAL ASSOCIATION $ 15,000,000 NATIONAL CITY BANK OF THE MIDWEST $ 15,000,0002012

XXXXXX COMPANY. as the Company By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Vice President, Treasurer JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent, as the Swingline Lender, as the Issuing Bank and as a Lender By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx XXXXXX XXXXXX --------------------------------- Title: Vice President CITIBANK, N.A.and CFO CHEMICAL BANK, as Syndication Agent and as a Lender By: /s/ Xxxxx XXXXXXX X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Vice President X.X. Xxxxxx Company Credit Agreement dated as of December 14, 2005 ABN AMRO BANK, N.V., individually as a Lender and as Co-Documentation Agent By: /s/ Xxxxxxxxx X. Xxxxx Name: Xxxxxxxxx X. Xxxxx XXXXXXXX --------------------------------- Title: Managing Director GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx XXXX XXXXXXX --------------------------------- Title: Vice-President Duly Authorized Signatory BANK OF TOKYO-MITSUBISHI, LTD., individually as a Lender and as Co-Documentation Agent MONTREAL By: /s/ Tsuguyuki Umene Name: Tsuguyuki Umene XXXXXXX X. XXXXXX --------------------------------- Title: Deputy General Manager Director BARCLAYS BANK OF AMERICA, N.A., individually as a Lender and as Co-Documentation Agent PLC By: /s/ Xxxxx XXXXX X. Xxxxxx Name: Xxxxx X. Xxxxxx XXXXXXXXX --------------------------------- Title: Vice President X.X. Xxxxxx Company Credit Agreement dated as of December 14, 2005 U.S. BANK, NATIONAL ASSOCIATION, individually as a Lender Associate Director BHF-BANK Aktiengesellschaft By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Vice President XXXXX FARGO BANK, NATIONAL ASSOCIATION, individually as a Lender By: /s/ Xxxxxxxxxx Xxxx Name: Xxxxxxxxxx Xxxx Title: Vice President XXXXX FARGO BANK, NATIONALASSOCIATION, individually as a Lender By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx XXXX --------------------------------- Title: Assistant Vice President THE NORTHERN TRUST COMPANY, individually as a Lender CITICORP U.S.A. INC. By: /s/ Xxxx XXXXX XXXXXX --------------------------------- Title: Attorney in Fact DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES By: /s/ XXXXXX XXXXX --------------------------------- Title: Assistant Vice President By: /s/ XXXXXX X. Xxxxx Name: Xxxx X. Xxxxx XXXX ------------------------------ Title: Vice President KEYBANK NATIONAL ASSOCIATIONMIDLAND BANK PLC, individually as a Lender NEW YORK BRANCH By: /s/ Xxxx XXXXXX XXXXX --------------------------------- Title: Director SOCIETE GENERALE By: /s/ XXXX X. Xxxxx Name: Xxxx X. Xxxxx XXXXX --------------------------------- Title: Vice President X.X. Xxxxxx Company Credit Agreement dated as of December 14, 2005 PNC THE BANK NATIONAL ASSOCIATION, individually as a Lender OF NEW YORK By: /s/ Xxxxxx XXXXX X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Senior Vice President NATIONAL CITY BANK OF THE MIDWEST, individually as a Lender By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx JUDGE --------------------------------- Title: Vice President X.X. Xxxxxx Company Credit Agreement dated as of December 14, 2005 CONSENT AND REAFFIRMATION Each of the undersigned hereby acknowledges receipt of a copy of the foregoing Amendment No. 1 to the Credit Agreement dated as of December 14, 2005 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among X.X. Xxxxxx Company (the “Company”), the financial institutions from time to time party thereto (the “Lenders”) and JPMorgan Chase Bank, National Association, in its individual capacity as a Lender and in its capacity as contractual representative (the “Agent”), which Amendment No. 1 is dated as of March 14, 2006 (the “Amendment”). Capitalized terms used in this Consent and Reaffirmation and not defined herein shall have the meanings given to them in the Credit Agreement. Without in any way establishing a course of dealing by the Agent or any Lender, each of the undersigned consents to the Amendment and reaffirms the terms and conditions of the Subsidiary Guaranty and any other Loan Document executed by it and acknowledges and agrees that such agreement and each and every such Loan Document executed by the undersigned in connection with the Credit Agreement remains in full force and effect and is hereby reaffirmed, ratified and confirmed. All references to the Credit Agreement contained in the above-referenced documents shall be a reference to the Credit Agreement as so modified by the Amendment and as the same may from time to time hereafter be amended, modified or restated. DatedTHE BANK OF NOVA SCOTIA By: March 14, 2006 SPECIALTY CONSTRUCTION BRANDS/s/ X. X. XXXXXXX --------------------------------- Title: Authorized Signatory THE CIT GROUP/BUSINESS CREDIT, INC. By: /s/ Xxxxxx XXXX X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx XXX --------------------------------- Title: Treasurer ANNEX I COMMITMENTS LENDER COMMITMENT JPMORGAN CHASE BANK, Vice President THE FIRST NATIONAL ASSOCIATION $ 32,000,000 CITIBANK, N.A. $ 32,000,000 ABN AMRO BANK N.V. $ 25,000,000 BANK OF TOKYOBOSTON By: /s/ XXXXXXX X. XXXX, XX. --------------------------------- Title: Director THE INDUSTRIAL BANK OF JAPAN, LIMITED By: /s/ XXXXX XXX --------------------------------- Title: Senior Vice President THE LONG-MITSUBISHITERM CREDIT BANK OF JAPAN, LIMITED, NEW YORK BRANCH By: /s/ XXX XXXXXXX --------------------------------- Title: Vice President THE MITSUBISHI TRUST AND BANKING CORPORATION By: /s/ XXXXXXXX XXXXX XX XXXX --------------------------------- Title: Senior Vice President XXXXXXX XXXXX SENIOR FLOATING RATE FUND, INC. By: /s/ R. XXXXXXX XXXXXXXXX --------------------------------- Title: Authorized Signatory SENIOR HIGH INCOME PORTFOLIO, INC. By: /s/ R. XXXXXXX XXXXXXXXX --------------------------------- Title: Authorized Signatory SENIOR HIGH INCOME PORTFOLIO, INC., as successor in interest to SENIOR HIGH INCOME PORTFOLIO II, INC. By: /s/ R. XXXXXXX XXXXXXXXX --------------------------------- Title: Authorized Signatory SENIOR HIGH INCOME PORTFOLIO, INC., as successor in interest to SENIOR STRATEGIC INCOME FUND, INC. By: /s/ R. XXXXXXX XXXXXXXXX --------------------------------- Title: Authorized Signatory XXXXXXX XXXXX PRIME RATE PORTFOLIO By: Xxxxxxx Xxxxx Asset Management, L.P., as Investment Advisor By: /s/ R. XXXXXXX XXXXXXXXX --------------------------------- Title: Authorized Signatory XXX XXXXXX AMERICAN CAPITAL PRIME RATE INCOME TRUST By: /s/ XXXXXXX X. XXXXXXX --------------------------------- Title: Sr. Vice Pres. - Portfolio Mgr. SENIOR DEBT PORTFOLIO By: Boston Management and Research as Investment Advisor By: /s/ XXXXXXX X. XXXXXX --------------------------------- Title: Vice President THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY By: /s/ XXXX X. XXXXXXXXX --------------------------------- Title: Vice President ORIX USA CORPORATION By: /s/ XXXXXXX XXXXXXX --------------------------------- Title: Deputy President & COO ARAB BANKING CORPORATION By: /s/ XXXXXX XXXXXX --------------------------------- Title: Vice President BANK OF SCOTLAND By: /s/ XXXXXXXXX X. XXXXXXXX --------------------------------- Title: Vice President FIRST UNION NATIONAL BANK OF NORTH CAROLINA By: /s/ XXXXX X. XXXXXXXXXX --------------------------------- Title: Vice President THE NIPPON CREDIT BANK, LTD. $ 25,000,000 By: /s/ X. XXXXXXXX --------------------------------- Title: Vice President & Manager WACHOVIA BANK OF AMERICAGEORGIA, N.A. $ 25,000,000 U.S. By: /s/ XXXXXXXXX XXXX --------------------------------- Title: Vice President CHRISTIANA BANK NATIONAL ASSOCIATION $ 24,000,000 OG KREDITKASSE By: /s/ XXXX-XXXXXX XXXXXXXX --------------------------------- Title: First Vice President By: /s/ XXXXX FARGO X. XXXXX --------------------------------- Title: Vice President CORESTATES BANK, NATIONAL ASSOCIATION $ 24,000,000 THE NORTHERN TRUST COMPANY $ 18,000,000 KEYBANK NATIONAL ASSOCIATION $ 15,000,000 PNC BANK, NATIONAL ASSOCIATION $ 15,000,000 NATIONAL CITY BANK OF THE MIDWEST $ 15,000,000N.A. By: /s/ XXXXXXX X. PANENESE --------------------------------- Title: Vice President

XXXXXX COMPANY. as the Company By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Vice President, Treasurer X.X. Xxxxxx Company Credit Agreement dated as of December 14, 2005 JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent, as the Swingline Lender, as the Issuing Bank and as a Lender By: /s/ Xxxxxxx X. Xxxx Xxxxx Name: Xxxxxxx X. Xxxx Xxxxx Title: Vice President X.X. Xxxxxx Company Credit Agreement dated as of December 14, 2005 CITIBANK, N.A., as Syndication Agent and as a Lender By: /s/ Joronne Xxxxx X. Xxxxxxx Name: Joronne Xxxxx X. Xxxxxxx Title: Vice President X.X. Xxxxxx Company Credit Agreement dated as of December 14, 2005 ABN AMRO BANK, N.V., individually as a Lender and as Co-Documentation Agent By: /s/ Xxxxxxxxx X. Xxxxx Xxxxxxx Xxxxxxxx Name: Xxxxxxxxx X. Xxxxx Xxxxxxx Xxxxxxxx Title: Managing Director By: /s/ Xxx Xxxxxx Xxxx Xxxxx Name: Xxx Xxxxxx Xxxx Xxxxx Title: Vice-Assistant Vice President X.X. Xxxxxx Company Credit Agreement dated as of December 14, 2005 BANK OF TOKYO-MITSUBISHIMITSUBISHI UFJ, LTD., CHICAGO BRANCH individually as a Lender and as Co-Documentation Agent By: /s/ Tsuguyuki Umene Xxxxxx Xxxxxxxxxxxx Name: Tsuguyuki Umene Xxxxxx Xxxxxxxxxxxx Title: Deputy General Manager Authorized Signatory X.X. Xxxxxx Company Credit Agreement dated as of December 14, 2005 BANK OF AMERICA, N.A., individually as a Lender and as Co-Documentation Agent By: /s/ Xxxxx Xxxxxxx X. Xxxxxx Xxxxxxxx Name: Xxxxx Xxxxxxx X. Xxxxxx Xxxxxxxx Title: Vice President Managing Director X.X. Xxxxxx Company Credit Agreement dated as of December 14, 2005 U.S. BANK, BANK NATIONAL ASSOCIATION, individually as a Lender By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Senior Vice President X.X. Xxxxxx Company Credit Agreement dated as of December 14, 2005 XXXXX FARGO BANK, NATIONAL ASSOCIATION, individually as a Lender By: /s/ Xxxxxxxxxx Xxxxx Xxxx Name: Xxxxxxxxxx Xxxxx Xxxx Title: Vice President XXXXX FARGO BANKX.X. Xxxxxx Company Credit Agreement dated as of December 14, NATIONALASSOCIATION, individually as a Lender By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Assistant Vice President 2005 THE NORTHERN TRUST COMPANY, individually as a Lender By: /s/ Xxxx X. Xxxxx Xxx Xxxxxxx Name: Xxxx X. Xxxxx Xxx Xxxxxxx Title: Second Vice President X.X. Xxxxxx Company Credit Agreement dated as of December 14, 2005 KEYBANK NATIONAL ASSOCIATION, individually as a Lender By: /s/ Xxxx Xxxxx X. Xxxxx Xxx Name: Xxxx Xxxxx X. Xxxxx Xxx Title: Assistant Vice President X.X. Xxxxxx Company Credit Agreement dated as of December 14, 2005 PNC BANK NATIONAL ASSOCIATION, individually as a Lender By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Senior Vice President X.X. Xxxxxx Company Credit Agreement dated as of December 14, 2005 NATIONAL CITY BANK OF THE MIDWEST, individually as a Lender By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Senior Vice President X.X. Xxxxxx Company Credit Agreement dated as of December 14, 2005 CONSENT AND REAFFIRMATION Each of the undersigned hereby acknowledges receipt of a copy of the foregoing Amendment No. 1 2 to the Credit Agreement dated as of December 14, 2005 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among X.X. Xxxxxx Company (the “Company”), the financial institutions from time to time party thereto (the “Lenders”) and JPMorgan Chase Bank, National Association, in its individual capacity as a Lender and in its capacity as contractual representative (the “Agent”), which Amendment No. 1 2 is dated as of March 14January 16, 2006 2009 (the “Amendment”). Capitalized terms used in this Consent and Reaffirmation and not defined herein shall have the meanings given to them in the Credit Agreement. Without in any way establishing a course of dealing by the Agent or any Lender, each of the undersigned consents to the Amendment and reaffirms the terms and conditions of the Subsidiary Guaranty and any other Loan Document executed by it and acknowledges and agrees that such agreement and each and every such Loan Document executed by the undersigned in connection with the Credit Agreement remains in full force and effect and is hereby reaffirmed, ratified and confirmed. All references to the Credit Agreement contained in the above-referenced documents shall be a reference to the Credit Agreement as so modified by the Amendment and as the same may from time to time hereafter be amended, modified or restated. Dated: March 14January 16, 2006 2009 SPECIALTY CONSTRUCTION BRANDS, INC. By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Treasurer ANNEX I COMMITMENTS LENDER COMMITMENT JPMORGAN CHASE BANK, NATIONAL ASSOCIATION $ 32,000,000 CITIBANK, N.A. $ 32,000,000 ABN AMRO BANK N.V. $ 25,000,000 BANK OF TOKYO-MITSUBISHI, LTD. $ 25,000,000 BANK OF AMERICA, N.A. $ 25,000,000 U.S. BANK NATIONAL ASSOCIATION $ 24,000,000 XXXXX FARGO BANK, NATIONAL ASSOCIATION $ 24,000,000 THE NORTHERN TRUST COMPANY $ 18,000,000 KEYBANK NATIONAL ASSOCIATION $ 15,000,000 PNC BANK, NATIONAL ASSOCIATION $ 15,000,000 NATIONAL CITY BANK OF THE MIDWEST $ 15,000,000Xxxxxxx

XXXXXX COMPANY. as the Company By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Vice President, Treasurer X.X. Xxxxxx Company Loan Agreement dated as of June 19, 2006 JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent, as the Swingline Lender, as the Issuing Bank a Lender and as a Lender Administrative Agent By: /s/ Xxxxxxx X. Xxxx Xxxxx Name: Xxxxxxx X. Xxxx Xxxxx Title: Vice President CITIBANK, N.A., as Syndication Agent and as a Lender By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Vice President X.X. Xxxxxx Company Credit Loan Agreement dated as of December 14June 19, 2005 2006 CITIBANK, N.A., as a Lender and as Syndication Agent By: /s/ Joronne Xxxxx Name: Joronne Xxxxx Title: Vice President X.X. Xxxxxx Company Loan Agreement dated as of June 19, 2006 ABN AMRO BANK, N.V., individually as a Lender and as Co-Documentation Agent By: /s/ Xxxxxxxxx X. Xxxxx Xxxxxxx Xxxxxxxx Name: Xxxxxxxxx X. Xxxxx Xxxxxxx Xxxxxxxx Title: Managing Director By: /s/ Xxx Xxxxxx Xxxx Xxxxx Name: Xxx Xxxxxx Xxxx Xxxxx Title: Vice-Assistant Vice President X.X. Xxxxxx Company Loan Agreement dated as of June 19, 2006 THE BANK OF TOKYO-MITSUBISHIMITSUBISHI UFJ, LTD., CHICAGO BRANCH individually as a Lender and as Co-Documentation Agent By: /s/ Tsuguyuki Umene Xxxxxx Xxxxxxxxxxxx Name: Tsuguyuki Umene Xxxxxx Xxxxxxxxxxxx Title: Deputy General Manager Authorized Signatory X.X. Xxxxxx Company Loan Agreement dated as of June 19, 2006 BANK OF AMERICA, N.A., individually as a Lender and as Co-Documentation Agent By: /s/ Xxxxx Xxxxxxx X. Xxxxxx Xxxxxxxx Name: Xxxxx Xxxxxxx X. Xxxxxx Xxxxxxxx Title: Vice President Managing Director X.X. Xxxxxx Company Credit Loan Agreement dated as of December 14June 19, 2005 2006 U.S. BANK, BANK NATIONAL ASSOCIATION, individually as a Lender By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Senior Vice President X.X. Xxxxxx Company Loan Agreement dated as of June 19, 2006 XXXXX FARGO BANK, NATIONAL ASSOCIATION, individually as a Lender By: /s/ Xxxxxxxxxx Xxxxx Xxxx Name: Xxxxxxxxxx Xxxxx Xxxx Title: Vice President XXXXX FARGO BANKX.X. Xxxxxx Company Loan Agreement dated as of June 19, NATIONALASSOCIATION, individually as a Lender By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Assistant Vice President 2006 THE NORTHERN TRUST COMPANY, individually as a Lender By: /s/ Xxxx X. Xxxxx Xxx Xxxxxxx Name: Xxxx X. Xxxxx Xxx Xxxxxxx Title: Second Vice President X.X. Xxxxxx Company Loan Agreement dated as of June 19, 2006 KEYBANK NATIONAL ASSOCIATION, individually as a Lender By: /s/ Xxxx Xxxxx X. Xxxxx Xxx Name: Xxxx Xxxxx X. Xxxxx Xxx Title: Assistant Vice President X.X. Xxxxxx Company Credit Loan Agreement dated as of December 14June 19, 2005 2006 PNC BANK NATIONAL ASSOCIATION, individually as a Lender By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Senior Vice President X.X. Xxxxxx Company Loan Agreement dated as of June 19, 2006 NATIONAL CITY BANK OF THE MIDWEST, individually as a Lender By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Senior Vice President X.X. Xxxxxx Company Credit Loan Agreement dated as of December 14June 19, 2005 2006 CONSENT AND REAFFIRMATION Each of the undersigned hereby acknowledges receipt of a copy of the foregoing Amendment No. 1 to the Credit Agreement dated as of December 14, 2005 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among X.X. Xxxxxx Company (the “Company”), the financial institutions from time to time party thereto (the “Lenders”) and JPMorgan Chase Bank, National Association, in its individual capacity as a Lender and in its capacity as contractual representative (the “Agent”), which Amendment No. 1 is dated as of March 14, 2006 (the “Amendment”). Capitalized terms used in this Consent and Reaffirmation and not defined herein shall have the meanings given to them in the Credit Agreement. Without in any way establishing a course of dealing by the Agent or any Lender, each of the undersigned consents to the Amendment and reaffirms the terms and conditions of the Subsidiary Guaranty and any other Loan Document executed by it and acknowledges and agrees that such agreement and each and every such Loan Document executed by the undersigned in connection with the Credit Agreement remains in full force and effect and is hereby reaffirmed, ratified and confirmed. All references to the Credit Agreement contained in the above-referenced documents shall be a reference to the Credit Agreement as so modified by the Amendment and as the same may from time to time hereafter be amended, modified or restated. Dated: March 14, 2006 SPECIALTY CONSTRUCTION BRANDS, INC. By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Treasurer ANNEX I COMMITMENTS LENDER COMMITMENT JPMORGAN CHASE BANK, NATIONAL ASSOCIATION $ 32,000,000 CITIBANK, N.A. $ 32,000,000 ABN AMRO BANK N.V. $ 25,000,000 BANK OF TOKYO-MITSUBISHI, LTD. $ 25,000,000 BANK OF AMERICA, N.A. $ 25,000,000 U.S. BANK NATIONAL ASSOCIATION $ 24,000,000 XXXXX FARGO BANK, NATIONAL ASSOCIATION $ 24,000,000 THE NORTHERN TRUST COMPANY $ 18,000,000 KEYBANK NATIONAL ASSOCIATION $ 15,000,000 PNC BANK, NATIONAL ASSOCIATION $ 15,000,000 NATIONAL CITY BANK OF THE MIDWEST $ 15,000,000REAFFIRMATION