LIQUIDITY EVENT AWARD AGREEMENT

This Liquidity Event Award Agreement (this "Agreement") is made and entered into as of February 18, 2005 (the "Effective Date"), by and between Bear Creek Holdings Inc., a Delaware corporation (the "Company"), and Stephen V. O�Connell (the "Executive").

RECITALS:

A. The Executive is a key employee of the Company or an Affiliate of the Company and has made and is expected to continue to make major contributions to the short-term and long-term profitability, growth and financial strength of the Company and its Affiliates.

B. To provide cash-based awards upon a Change in Control to designated key employees to encourage the continued attention and dedication of such employees to their assigned duties with the Company and its Affiliates, the Board of Directors of the Company (the "Board") has approved this Agreement, and the Board has authorized certain of its officers (other than Executive) to execute this Agreement on behalf of the Company.

AGREEMENTS:

NOW THEREFORE, in consideration of the premises and of the covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Executive agree as follows:

1. Operation of the Agreement.

(a) The Executive agrees that the Company and its shareholders are under no obligation to consummate a Change in Control transaction.

(b) Payments made to the Executive pursuant to the terms of this Agreement will be subject to withholding of all applicable federal, state, local and other taxes required by law.

Award; Payment. The Executive will be eligible to receive a Liquidity Event Award equal to 2.125% of the net amount of proceeds actually distributed to the Sponsors on the closing date of the sale of Bear Creek Corporation's Senior Floating Rate Notes due 2012 and 9% Senior Notes Due 2013 (the "Liquidity Event Award"), the vested portion of which will be paid to the Executive in a lump sum cash payment on the earlier of (i) the occurrence of a 409A Change in Control and (ii) June 17, 2011 (the "Payment Date"). Notwithstanding the foregoing, if marketable securities are received by the Company in connection with a Change in Control, then in lieu of the cash payment described above, the Executive will receive a number of marketable securities received by the Company in.......

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