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 William H. Williams (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.

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