CREDIT AND GUARANTY AGREEMENT

Guarantee Agreement

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SYNTAX-BRILLIAN CORPORATION | SYNTAX-BRILLIAN SPE, INC | SILVER POINT FINANCE, LLC

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Title: CREDIT AND GUARANTY AGREEMENT
Governing Law: New York Date: 11/1/2007
Industry: Audio and Video Equipment Law Firm: Greenberg Traurig Sector: Consumer Cyclical

Exhibit 10.73

CREDIT AND GUARANTY AGREEMENT

dated as of October 26, 2007

among

SYNTAX-BRILLIAN CORPORATION
and
SYNTAX-BRILLIAN SPE, INC.,
as Borrowers

CERTAIN SUBSIDIARIES OF SYNTAX-BRILLIAN CORPORATION,
as Guarantors,

VARIOUS LENDERS,

and

SILVER POINT FINANCE, LLC,
as Administrative Agent, Collateral Agent, and Lead Arranger

$250,000,000 Senior Secured Credit Facilities

TABLE OF CONTENTS


SECTION 1.	DEFINITIONS AND INTERPRETATION	2
1.1	Definitions	2
1.2	Accounting Terms	45
1.3	Interpretation, etc	45

SECTION 2.	LOANS AND LETTERS OF CREDIT	45
2.1	Term Loans	45
2.2	Revolving Loans	46
2.3	Issuance of Letters of Credit and Purchase of Participations Therein	47
2.4	Pro Rata Shares; Availability of Funds	51
2.5	Use of Proceeds	52
2.6	Evidence of Debt; Register; Lenders’ Books and Records; Notes	52
2.7	Interest on Loans	53
2.8	Conversion/Continuation	55
2.9	Default Interest	55
2.10	Fees	55
2.11	Scheduled Payments/Commitment Reductions	56
2.12	Voluntary Prepayments/Commitment Reductions	57
2.13	Mandatory Prepayments/Commitment Reductions	58
2.14	Application of Prepayments/Reductions	60
2.15	General Provisions Regarding Payments	62
2.16	Ratable Sharing	66
2.17	Making or Maintaining LIBOR Rate Loans	66
2.18	Increased Costs; Capital Adequacy; Reserves on LIBOR Rate Loans	68
2.19	Taxes; Withholding, etc	70
2.20	Obligation to Mitigate	73
2.21	Defaulting Lenders	73
2.22	Removal or Replacement of a Lender	74

SECTION 3.	CONDITIONS PRECEDENT	75
3.1	Closing Date	75
3.2	Conditions to Each Credit Extension	80

SECTION 4.	REPRESENTATIONS AND WARRANTIES	82
4.1	Organization; Requisite Power and Authority; Qualification	82
4.2	Capital Stock and Ownership	82
4.3	Due Authorization	82
4.4	No Conflict	82
4.5	Governmental Consents	83
4.6	Binding Obligation	83
4.7	Historical Financial Statements	83
4.8	Projections	83
4.9	No Material Adverse Change	84
4.10	No Restricted Junior Payments	84
4.11	Adverse Proceedings, etc	84


4.12	Payment of Taxes and Other Amounts	84
4.13	Properties	84
4.14	Environmental Matters	85
4.15	No Defaults	86
4.16	Material Contracts	86
4.17	Governmental Regulation	86
4.18	Margin Stock	86
4.19	Employee Matters	86
4.20	Employee Benefit Plans	87
4.21	Certain Fees	88
4.22	Solvency	88
4.23	Intentionally Omitted	88
4.24	Compliance with Statutes, etc	88
4.25	Disclosure	88
4.26	Terrorism Laws	88
4.27	Insurance	88
4.28	Common Enterprise	89
4.29	Security Interest in Collateral	89
4.30	Affiliate Transactions	89
4.31	Intellectual Property	89
4.32	Permits, Etc	90
4.33	Customers and Suppliers	90
4.34	Flood Zone	90

SECTION 5.	AFFIRMATIVE COVENANTS	91
5.1	Financial Statements and Other Reports	91
5.2	Existence	97
5.3	Payment of Taxes and Claims	97
5.4	Maintenance of Properties	97
5.5	Insurance	97
5.6	Books and Records; Inspections	98
5.7	Lenders Meetings	98
5.8	Compliance with Laws	99
5.9	Environmental	99
5.10	Subsidiaries	101
5.11	Additional Material Real Estate Assets	102
5.12	Intentionally Omitted	103
5.13	Intentionally Omitted	103
5.14	Further Assurances	103
5.15	Miscellaneous Business Covenants	103
5.16	Use of Proceeds	103
5.17	Post Closing Matters	104
5.18	Key Man Insurance	104
5.19	Foreign Credit Insurance	104
5.20	Projections	104
5.21	Independent Director	104

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SECTION 6.	NEGATIVE COVENANTS	104
6.1	Indebtedness	105
6.2	Liens	107
6.3	No Further Negative Pledges	108
6.4	Restricted Junior Payments	108
6.5	Restrictions on Subsidiary Distributions	109
6.6	Investments	109
6.7	Financial Covenants	110
6.8	Fundamental Changes; Disposition of Assets; Acquisitions	112
6.9	Disposal of Subsidiary Interests	114
6.10	Sales and Lease Backs	114
6.11	Transactions with Shareholders and Affiliates	114
6.12	Conduct of Business	114
6.13	Permitted Activities of SPV	114
6.14	Amendments or Waivers of Certain Contractual Obligations	115
6.15	Customers and Suppliers	115
6.16	Fiscal Year	115
6.17	Deposit Accounts	115
6.18	Amendments to Organizational Agreements and Material Contracts	115
6.19	Prepayments of Certain Indebtedness	115
6.20	Issuance of Capital Stock	116
6.21	Affiliate Payments	116
6.22	Accounts	116
6.23	Judgments and Litigations	116
6.24	Panel Inventory	116

SECTION 7.	GUARANTY	116
7.1	Guaranty of the Obligations	116
7.2	Contribution by Guarantors	117
7.3	Payment by Guarantors	117
7.4	Liability of Guarantors Absolute	118
7.5	Waivers by Guarantors	120
7.6	Guarantors’ Rights of Subrogation, Contribution, etc	120
7.7	Subordination of Other Obligations	121
7.8	Continuing Guaranty	121
7.9	Authority of Guarantors or Borrowers	121
7.10	Financial Condition of Borrowers	121
7.11	Bankruptcy, etc.	122
7.12	Discharge of Guaranty Upon Sale of Guarantor	122
7.13	Taxes	123

SECTION 8.	EVENTS OF DEFAULT	123
8.1	Events of Default	123

SECTION 9.	AGENTS	126
9.1	Appointment of Agents	126
9.2	Powers and Duties	127
9.3	General Immunity	127

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9.4	Agents Entitled to Act as Lender	128
9.5	Lenders’ Representations, Warranties and Acknowledgment	129
9.6	Right to Indemnity	129
9.7	Successor Administrative Agent	130
9.8	Collateral Matters, Collateral, Documents and Guaranty	132
9.9	Posting of Approved Electronic Communications	133
9.10	Proofs of Claim	134
9.11	Agents and Arrangers	135

SECTION 10.	MISCELLANEOUS	135
10.1	Notices	135
10.2	Expenses	135
10.3	Indemnity	136
10.4	Set Off	137
10.5	Amendments and Waivers	137
10.6	Successors and Assigns; Participations	139
10.7	Special Purpose Funding Vehicles	142
10.8	Independence of Covenants	143
10.9	Survival of Representations, Warranties and Agreements	143
10.10	No Waiver; Remedies Cumulative	143
10.11	Marshalling; Payments Set Aside	144
10.12	Severability	144
10.13	Obligations Several; Independent Nature of Lenders’ Rights	144
10.14	Headings	144
10.15	APPLICABLE LAW	144
10.16	CONSENT TO JURISDICTION	145
10.17	WAIVER OF JURY TRIAL	145
10.18	Confidentiality	146
10.19	Usury Savings Clause	147
10.20	Counterparts	147
10.21	Effectiveness	147
10.22	Patriot Act	147
10.23	Disclosure	148
10.24	Appointment for Perfection	148
10.25	Advertising and Publicity	148
10.26	Foreign Currency	148
10.27	Immunity	149

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APPENDICES:	A-1	Tranche A Term Loan Commitments
	A-2	Tranche A-1 Term Loan Commitments
	A-3	Revolving Commitments
	B	Notice Addresses

SCHEDULES:	1.1(a)	Certain Material Real Estate Assets
	1.1(b)	Contractor Agreements
	1.1(c)	Panel Deposit Agreements
	1.1(d)	Contractor Documents
	4.1	Jurisdictions of Organization and Qualification
	4.2	Capital Stock and Ownership
	4.13	Real Estate Assets
	4.16	Material Contracts
	4.27	Insurance
	5.17	Certain Post Closing Matters
	6.1	Certain Indebtedness
	6.2	Certain Liens
	6.6	Certain Investments
	6.8(c)	Foreign Subsidiaries to be Dissolved
	6.11	Certain Affiliate Transactions

EXHIBITS:	A-1	Funding Notice
	A-2	Conversion/Continuation Notice
	A-3	Issuance Notice
	B-1	Tranche A Term Loan Note
	B-2	Tranche A-1 Term Loan Note
	B-3	Revolving Loan Note
	C	Compliance Certificate
	D	Opinions of Counsel
	E	Assignment Agreement
	F	Certificate Regarding Non-bank Status
	G-1	Closing Date Certificate
	G-2	Solvency Certificate
	H	Counterpart Agreement
	I-1	Pledge and Security Agreement
	I-2	Hong Kong Fixed and Floating Security Document
	I-3	Hong Kong Share Charge
	J	[Reserved]
	K	Landlord Consent and Subordination Agreement
	L	Borrowing Base Certificate
	M	Bailee’s Letter

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CREDIT AND GUARANTY AGREEMENT

This CREDIT AND GUARANTY AGREEMENT , dated as of October 26, 2007 is entered into by and among , SYNTAX-BRILLIAN CORPORATION , a Delaware corporation (“ Company ”), SYNTAX-BRILLIAN SPE, INC., a Delaware corporation (“ SPV ”, and together with the Company, each a “ Borrower ” and collectively, the “ Borrowers ”) and CERTAIN SUBSIDIARIES OF COMPANY , as Guarantors, the Lenders party hereto from time to time and SILVER POINT FINANCE, LLC (“ Silver Point ”), as Administrative Agent (in such capacity, “ Administrative Agent ”), Collateral Agent (in such capacity, “ Collateral Agent ”), and Lead Arranger (in such capacity, the “ Lead Arranger ”).

RECITALS:

WHEREAS , capitalized terms used in these Recitals shall have the respective meanings set forth for such terms in Section 1.1 hereof;

WHEREAS , Lenders have agreed to extend certain credit facilities to Borrowers, in an aggregate principal amount not to exceed $250,000,000, consisting of (a) $110,000,000 aggregate principal amount of Tranche A Term Loans to be made to the Company, (b) $40,000,000 aggregate principal amount of Tranche A-1 Term Loans to be made to the SPV, and (c) up to $100,000,000 aggregate principal amount of Revolving Commitments to be made available to the Company, which will include a $10,000,000 sub-facility for the issuance of Letters of Credit, the proceeds of which will be used to (i) repay the Existing Indebtedness (as hereinafter defined), (ii) finance the acquisition by SPV of up to $40,000,000 of Panel Inventory (as hereinafter defined) to be applied in accordance with the Panel Deposit Agreements (as hereinafter defined), (iii) finance the working capital and general corporate purposes of the Company and its Subsidiaries (including the payment of the amounts specified in the Flow of Funds Agreement), and (iv) pay fees and expenses associated with the transactions contemplated by this Agreement and the refinancing of the Existing Indebtedness. The Letters of Credit will be used for general working capital purposes;

WHEREAS , Company has agreed to secure all of its Obligations as a Borrower of the Tranche A Term Loans, the Revolving Loans and the Letters of Credit and as a Guarantor of the Tranche A-1 Term Loans by granting to Collateral Agent, for the benefit of Secured Parties, a First Priority Lien on substantially all of its assets, including a pledge of all of the Capital Stock of each of its Domestic Subsidiaries and sixty five percent (65%) of all the Capital Stock of each of its first tier Foreign Subsidiaries;

WHEREAS , SPV has agreed to secure all of its Obligations as a Borrower of the Tranche A-1 Term Loans by granting to Collateral Agent, for the benefit of Secured Parties, a First Priority Lien on all of its assets;

WHEREAS , each Guarantor has agreed to guarantee the obligations of Borrowers hereunder and to secure all of its Obligations by granting to Collateral Agent, for the benefit of Secured Parties, a First Priority Lien on substantially all of its assets, including a pledge of all of the Capital Stock of each of its Domestic Subsidiaries and sixty five percent (65%) of all the Capital Stock of each of its first tier Foreign Subsidiaries.

NOW, THEREFORE , in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

SECTION 1. DEFINITIONS AND INTERPRETATION

1.1 Definitions. The following terms used herein, including in the preamble, recitals, exhibits and schedules hereto, shall have the following meanings:

“Account(s)” means any account or Account as defined under the UCC.

“Account Debtor” means each Person who is in any way obligated on or in connection with any Account.

“Adjusted LIBOR Rate” means, for any Interest Rate Determination Date with respect to an Interest Period for a LIBOR Rate Loan, the greater of (A) four percent (4.0%) per annum and (B) the rate per annum obtained by dividing (and rounding upward to the next whole multiple of one-sixteenth of one percent (1/16 of 1%)) (i) (a) the rate per annum (rounded to the nearest one-hundredth of one percent (1/100 of 1%)) equal to the rate determined by Administrative Agent to be the offered rate which appears on the page of the Reuters Screen which displays an average British Bankers Association Interest Settlement Rate (such page currently being Reuters Screen LIBOR01 Page) for deposits (for delivery on the first day of such period) with a term equivalent to such period in Dollars, determined as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, or (b) in the event the rate referenced in the preceding clause (a) does not appear on such page or service or if such page or service shall cease to be available, the rate per annum (rounded to the nearest one-hundredth of one percent (1/100 of 1%)) equal to the rate determined by Administrative Agent to be the offered rate on such other page or other service which displays an average British Bankers Association Interest Settlement Rate for deposits (for delivery on the first day of such period) with a term equivalent to such period in Dollars, determined as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, or (c) in the event the rates referenced in the preceding clauses (a) and (b) are not available, the rate per annum (rounded to the nearest one-hundredth of one percent (1/100 of 1%)) equal to the offered quotation rate to first class banks in the London interbank market for deposits (for delivery on the first day of the relevant period) in Dollars of amounts in same day funds comparable to the principal amount of the applicable Loan, for which the Adjusted LIBOR Rate is then being determined with maturities comparable to such period as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date as determined by Administrative Agent in accordance with its customary practices, by (ii) an amount equal to (a) one, minus (b) the Applicable Reserve Requirement.

“Adjusted Working Capital Assets” means, as at any date of determination, an amount determined on a consolidated basis for Company and its Subsidiaries equal to (i) the sum, without duplication, of the amounts as such date of determination of (a) Cash, plus (b) Cash Equivalents, plus (c) the net amount at such date of all Accounts outstanding other than Accounts for which the Account Debtor is either SCHOT or Olevia Far East, plus (d) Inventory.

“Administrative Agent” as defined in the preamble hereto.

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“ Administrative Agent’s Account ” means an account at a bank designated by Administrative Agent from time to time as the account into which Credit Parties shall make all payments to Administrative Agent for the benefit of Agents and Lenders holding the Tranche A Term Loans and the Tranche A-1 Term Loans under this Agreement and the other Credit Documents.

“Administrative Agent Loan Account” means an account maintained hereunder by the Administrative Agent on its books of account at the Payment Office, and with respect to each Borrower, in which Company will be charged by the Administrative Agent with all Tranche A Term Loans made to, and all other Obligations with respect to the Tranche A Term Loans incurred by, Company, and in which SPV will be charged by the Administrative Agent with all Tranche A-1 Term Loans made to, and all other Obligations with respect to the Tranche A-1 Term Loans incurred by, SPV.

“Adverse Proceeding” means any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration (whether or not purportedly on behalf of Company or any of its Subsidiaries) at law or in equity, or before or by any Governmental Authority, domestic or foreign (including any Environmental Claims) or other regulatory body or any mediator or arbitrator whether pending or, to the best knowledge of Company or any of its Subsidiaries, threatened against or affecting Company or any of its Subsidiaries or any property of Company or any of its Subsidiaries.

“Affected Lender” as defined in Section 2.17(b).

“Affected Loans” as defined in Section 2.17(b).

“Affiliate” means, as applied to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, that Person. For the purposes of this definition, " control ” (including, with correlative meanings, the terms " controlling, ” “ controlled by ” and " under common control with " ), as applied to any Person, means the possession, directly or indirectly, of the power (i) to vote five percent (5%) or more of the Securities having ordinary voting power for the election of directors of such Person, or (ii) to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities or by contract or otherwise. Notwithstanding anything to the contrary herein, in no event shall any Agent, Borrowing Base Agent or Lender be considered an “Affiliate” of any Credit Party.

“Agent” means (i) each of Administrative Agent and Collateral Agent and (ii) solely with respect to Section 9, each of Administrative Agent, Borrowing Base Agent and Collateral Agent.

“Agent Advances” as defined in Section 9.8(c).

“Aggregate Amounts Due” as defined in Section 2.16.

“Aggregate Payments” as defined in Section 7.2.

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“Agreement” means this Credit and Guaranty Agreement, dated as of October 26, 2007, as it may be amended, supplemented or otherwise modified from time to time and any annexes, exhibits, schedules to any of the foregoing.

“Applicable Borrower” means (i) with respect to the Tranche A Term Loans, Company, (ii) with respect to the Tranche A-1 Term Loans, SPV, and (iii) with respect to the Revolving Loans, Company.

“Applicable Margin” means (i) with respect to LIBOR Rate Loans, a percentage, per annum, equal to six percent (6.0%); and (ii) with respect to Base Rate Loans, a percentage, per annum, equal to five percent (5.0%).

“Applicable Reserve Requirement” means, at any time, for any LIBOR Rate Loan, the maximum rate, expressed as a decimal, at which reserves (including any basic marginal, special, supplemental, emergency or other reserves) are required to be maintained with respect thereto against “Eurocurrency Liabilities” (as such term is defined in Regulation D) under regulations issued from time to time by the Board of Governors of the Federal Reserve System or other applicable banking regulator. Without limiting the effect of the foregoing, the Applicable Reserve Requirement shall reflect any other reserves required to be maintained by such member banks with respect to (i) any category of liabilities which includes deposits by reference to which the applicable Adjusted LIBOR Rate or any other interest rate of a Loan is to be determined, or (ii) any category of extensions of credit or other assets which include LIBOR Rate Loans. A LIBOR Rate Loan shall be deemed to constitute Eurocurrency liabilities and as such shall be deemed subject to reserve requirements without benefits of credit for proration, exceptions or offsets that may be available from time to time to the applicable Lender. The rate of interest on LIBOR Rate Loans shall be adjusted automatically on and as of the effective date of any change in the Applicable Reserve Requirement.

“Asset Sale” means a sale, lease or sublease (as lessor or sublessor), sale and leaseback, assignment, conveyance, transfer or other disposition to, or any exchange of property with, any Person, in one transaction or a series of transactions, of all or any part of Company’s or any of its Subsidiaries’ businesses, assets or properties of any kind, whether real, personal, or mixed and whether tangible or intangible, whether now owned or hereafter acquired, including the Capital Stock of any of Company’s Subsidiaries, other than inventory sold or leased in the ordinary course of business.

“Assignment Agreement” means an Assignment and Assumption Agreement substantially in the form of Exhibit E, with such amendments or modifications as may be approved by Administrative Agent.

“Attributable Debt” means as of the date of determination thereof, without duplication, (i) in connection with a sale and leaseback transaction, the net present value (discounted according to GAAP at the cost of debt implied in the lease) of the obligations of the lessee for rental payments during the then-remaining term of any applicable lease, and (ii) the principal balance outstanding under any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing product to which such Person is a party, where

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such transaction is considered borrowed money indebtedness for tax purposes but is classified as an operating lease in accordance with GAAP.

“Authorized Officer” means, as applied to any Person, any individual holding the position of chairman of the board (if an officer), chief executive officer, president, chief financial officer or treasurer, in each case, whose signatures and incumbency have been certified to Administrative Agent.

“Availability” means, as of any date of determination, the amount equal to the lesser of (a) the sum of the Revolving Commitments of each Lender at such time, and (b) (i) for the period from the Closing Date until the date that is ninety (90) days following the Closing Date, (A) $150,000,000, plus the amount, if any, by which the Borrowing Base at such time exceeds $150,000,000, minus (B) the aggregate principal amount of the Term Loans outstanding at such time, and (ii) for the period from the date that is 90 days following the Closing Date until the Revolving Credit Termination Date, (A) the Borrowing Base at such time, minus (B) the aggregate principal amount of the Term Loans outstanding at such time.

“ Bailee’s Letter ” means a Bailee Letter substantially in the form of Exhibit M with such amendments or modifications as may be approved by Collateral Agent.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” or any similar legislation in a relevant jurisdiction, in each case, as now and hereafter in effect, or any successor statute.

“Base Rate” means, for any day, a rate per annum equal to the greater of (A) five percent (5.0%) per annum and (B) the greater of (i) the Prime Rate in effect on such day, and (ii) the Federal Funds Effective Rate in effect on such day plus 1.0%). Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective on the effective day of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

“Base Rate Loan” means a Loan bearing interest at a rate determined by reference to the Base Rate.

“Beneficiary” means each Agent, Borrowing Base Agent and Lender.

“Borrower” and “Borrowers” as defined in the preamble hereto.

“Borrowing Base” means, at any time, the difference between (i) the sum of (A) up to eighty-five percent (85.0%) of the value of the Net Amount of Eligible Accounts of the Credit Parties at such time, less the amount, if any, of the Dilution Reserve, plus (B) for the period from the Closing Date until the date that is ninety (90) days following the Closing Date, up to twenty-five percent (25.0%) of the value of the Net Amount of Eligible Foreign Accounts of the Credit Parties at such time, less the amount, if any, of the Dilution Reserve, plus (C) up to eighty-five percent (85.0%) of the Net Orderly Liquidation Value of Eligible Inventory of the Credit Parties, as set forth in the most recent Inventory appraisal obtained by the Administrative Agent, plus (D) for the period from the Closing Date until the date that is ninety (90) days following the Closing Date, the lesser of (x) up to thirty-seven and one-half percent (37.5%) of the value of the Eligible Panel Inventory of SPV, and (y) the aggregate outstanding principal

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amount of the Tranche A-1 Term Loan, in each case, as determined by the Borrowing Base Agent and the Administrative Agent in their reasonable business judgment, and (ii) such reserves (other than the Dilution Reserve) as the Administrative Agent or the Borrowing Base Agent may deem appropriate in the exercise of their reasonable business judgment, including, without limitation any reserves or other adjustments established by the Borrowing Base Agent or the Administrative Agent on the basis of any collateral audits conducted hereunder. In the event that the Administrative Agent or the Borrowing Base Agent, at any time in their reasonable discretion, determines that the Dollar amount of Eligible Accounts or Eligible Foreign Accounts collectable by Credit Parties is reduced or diluted as a result of discounts or rebates granted by Credit Parties to the respective Account Debtor(s), returned or rejected Inventory or services, or such other reasons or factors as the Administrative Agent or the Borrowing Base Agent reasonably deems applicable, the Administrative Agent or the Borrowing Base Agent may, in their reasonable discretion, reduce or otherwise modify the percentage of Eligible Accounts or Eligible Foreign Accounts, as applicable, included within the Borrowing Base and/or reduce the dollar amount of Eligible Accounts or Eligible Foreign Accounts, as applicable, by an amount determined by Administrative Agent or the Borrowing Base Agent in their reasonable credit judgment.

“Borrowing Base Agent” means The CIT Group/Commercial Services, Inc., in its capacity as borrowing base agent, together with its permitted successors and assigns in accordance with Section 9.7.

“Borrowing Base Agent’s Account” means an account at a bank designated by Borrowing Base Agent from time to time as the account into which Credit Parties shall make all payments to Borrowing Base Agent for the benefit of Agents, Borrowing Base Agent and Lenders holding Revolving Loans under this Agreement and the other Credit Documents.

“Borrowing Base Agent Loan Account” means an account maintained hereunder by the Borrowing Base Agent on its books of account at the Payment Office, and with respect to Company, in which Company will be charged by the Borrowing Base Agent with all Revolving Loans made to, and all other Obligations with respect to the Revolving Loans incurred by, and Letter of Credit Usage incurred for the account of, Company.

“Borrowing Base Certificate” means a certificate signed by an Authorized Officer of each Borrower and setting forth the calculation of the Borrowing Base in compliance with Section 5.1(q), substantially in the form of Exhibit L.

“Business Day” means (i) any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the State of New York or is a day on which banking institutions located in such state are authorized or required by law or other governmental action to close, and (ii) with respect to all notices, determinations, fundings and payments in connection with the Adjusted LIBOR Rate or any LIBOR Rate Loans, the term " Business Day ” shall mean any day which is a Business Day described in clause (i) and which is also a day for trading by and between banks in Dollar deposits in the London interbank market.

“Business Trade Secrets” as defined in Section 4.31.

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“Capital Lease” means, as applied to any Person, any lease of (or other arrangement conveying the right to use) any property (whether real, personal or mixed) by that Person as lessee (or the equivalent) that, in conformity with GAAP, is or should be accounted for as a capital lease on the balance sheet of that Person.

“Capital Stock” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation), including partnership interests and membership interests, and any and all warrants, rights or options to purchase or other arrangements or rights to acquire any of the foregoing.

“Cash” means money, currency or a credit balance in any demand or Deposit Account.

“Cash Equivalents” means, as at any date of determination, (i) marketable securities (a) issued or directly and unconditionally guaranteed as to interest and principal by the United States Government, or (b) issued by any agency of the United States the obligations of which are backed by the full faith and credit of the United States, in each case maturing within one year after such date; (ii) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof, in each case maturing within one year after such date and having, at the time of the acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from Moody’s; (iii) commercial paper maturing no more than one year from the date of creation thereof and having, at the time of the acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from Moody’s; (iv) certificates of deposit or bankers’ acceptances maturing within one year after such date and issued or accepted by any Lender or by any commercial bank organized under the laws of the United States of America or any state thereof or the District of Columbia that (a) is at least " adequately capitalized ” (as defined in the regulations of its primary Federal banking regulator), and (b) has Tier 1 capital (as defined in such regulations) of not less than $100,000,000; and (v) shares of any money market mutual fund that (a) has at least ninety five percent (95%) of its assets invested continuously in the types of investments referred to in clauses (i) and (ii) above, (b) has net assets of not less than $500,000,000, and (c) has the highest rating obtainable from either S&P or Moody’s.

“Certificate Regarding Non-Bank Status” means a certificate substantially in the form of Exhibit F.

“Change of Control” means, at any time, (i) any Person or " group ” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) (a) shall have acquired, directly or indirectly, beneficial or of record ownership of twenty-five percent (25.0%) or more on a fully diluted basis of the voting and/or economic interest in the outstanding Capital Stock of Company or (b) shall have obtained the power (whether or not exercised) to elect a majority of the members of the board of directors (or similar governing body) of Company; or (ii) Company shall cease to beneficially own and control one hundred percent (100%) on a fully diluted basis of the economic and voting interest in the outstanding Capital Stock of each other Credit Party (except to the extent expressly permitted pursuant to Section 6.8 hereof); or (iii) the majority of the seats (other than vacant seats) on the board of directors (or similar governing body) of

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Company cease to be occupied by Persons who either (a) were members of the board of directors of Company on the Closing Date, or (b) were nominated for election or appointed by the board of directors of Company, a majority of whom were directors on the Closing Date or whose election or nomination for election was previously approved by a majority of such directors; or (iv) any event, transaction or occurrence as a result of which James Ching Hua Li shall for any reason cease to be actively engaged in the day-to-day management of Company in the role he serves on the Closing Date, unless an interim or permanent successor reasonably acceptable to Administrative Agent and the Requisite Lenders is appointed within a period of time deemed reasonable by Administrative Agent.

“Class” means (i) with respect to Lenders, each of the following classes of Lenders: (a) Lenders having Tranche A Term Loan Exposure, (b) Lenders having Tranche A-1 Term Loan Exposure, and (c) Lenders having Revolving Exposure, and (ii) with respect to Loans, each of the following classes of Loans: (a) Tranche A Term Loans, (b) Tranche A-1 Term Loans, and (c) Revolving Loans.

“Closing Date” means the date on which the Term Loans are made.

“Closing Date Certificate” means a Closing Date Certificate substantially in the form of Exhibit G-1.

“Collateral” means, collectively, all of the property and assets and all interests therein and proceeds thereof now owned or hereafter acquired by any Person upon which a Lien is granted or purported to be granted by such Person pursuant to the Collateral Documents or any other Credit Documents as security for the Obligations.

“Collateral Access Agreement” means any Landlord Collateral Access Agreements, Bailee Letters, or any other agreement, acknowledgement or certificate in form and substance reasonably satisfactory to the Agents and the Borrowing Base Agent pursuant to which a mortgagee or lessor of real property on which Collateral is stored or otherwise located, or a warehouseman, processor, converter facility or other bailee of Inventory or other property owned by the Company or any of its Subsidiaries, acknowledges the Liens under the Collateral Documents and subordinates or waives any Liens held by such Person on such property and, in the case of any such agreement with a mortgagee or lessor, permits the Collateral Agent reasonable access to and the use of such real property during the continuance of an Event of Default to assemble, complete and sell any Collateral stored or otherwise located thereon.

“Collateral Agent” as defined in the preamble hereto.

“Collateral Documents” means the Pledge and Security Agreement, the Mortgages, the Hong Kong Fixed and Floating Security Document, the Hong Kong Share Charge, any Collateral Access Agreements, the Collateral Questionnaire and all other acknowledgments, certificates, control agreements, financing statements (and non-U.S. equivalents thereof), instruments, documents and agreements delivered by any Credit Party pursuant to this Agreement or any of the other Credit Documents in order to grant to Collateral Agent, for the benefit of Secured Parties, a Lien on any real, personal or mixed property of that

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Credit Party as security for the Obligations, in each case, as such Collateral Documents may be amended or otherwise modified from time to time.

“Collateral Questionnaire” means a perfection certificate in form satisfactory to Collateral Agent that provides information with respect to the personal or mixed property of each Credit Party.

“Commitment” means any Revolving Commitment, Tranche A Term Loan Commitment or Tranche A-1 Term Loan Commitment.

“Communications” as defined in Section 9.9(a).

“Company” as defined in the preamble hereto.

“ Company Obligations ” means all liabilities and obligations of every nature of each Company and its Subsidiaries (other than SPV) from time to time owed to the Agents (including former Agents), Borrowing Base Agent, the Lenders or any of them or Issuing Bank, under any Credit Document, in connection with the Tranche A Term Loans, the Revolving Commitments, and the Revolving Loans, whether for principal, interest (including interest which, but for the filing of a petition in bankruptcy with respect to such Credit Party, would have accrued on any such Company Obligation, whether or not a claim is allowed against such Credit Party for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit or payments made by Administrative Agent or any Lender under or in connection with any L/C Funding Support, fees, expenses, indemnification or otherwise and whether primary, secondary, direct, indirect, contingent, fixed or otherwise (including obligations of performance).

“Compliance Certificate” means a Compliance Certificate substantially in the form of Exhibit C.

“Consolidated Adjusted EBITDA” means, for any period, an amount determined for Company and its Subsidiaries on a consolidated basis equal to:

(i)

the sum, without duplication, of the amounts for such period of:

	(a)		Consolidated Net Income, plus

	(b)		Consolidated Interest Expense, plus

	(c)		provisions for taxes based on income, plus

	(d)		total depreciation expense, plus

	(e)		total amortization expense, plus

	(f)		other non-Cash items reducing Consolidated Net Income (excluding any such non-Cash item to the extent that it represents an accrual or reserve for potential Cash items in any future period

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or amortization of a prepaid Cash item that was paid in a prior period), minus

(ii)

the sum, without duplication of the amounts for such period of:

	(a)		other non-Cash items increasing Consolidated Net Income for such period (excluding any such non-Cash item to the extent it represents the reversal of an accrual or reserve for potential Cash item in any prior period), plus

	(b)		interest income, plus

	(c)		extraordinary gains and other income;

“Consolidated Capital Expenditures” means, for any period, the aggregate of all expenditures of Company and its Subsidiaries during such period determined on a consolidated basis that, in accordance with GAAP, are or should be included in " purchase of property and equipment (including the portion of liabilities under any Capital Lease that is or should be capitalized in accordance with GAAP) or which should otherwise be capitalized ” or similar items reflected in the consolidated statement of cash flows of Company and its Subsidiaries.

“Consolidated Cash Interest Expense” means, for any period, Consolidated Interest Expense for such period, excluding any amount not payable in Cash.

“Consolidated Current Assets” means, as at any date of determination, the total assets of Company and its Subsidiaries on a consolidated basis that may properly be classified as current assets in conformity with GAAP after deducting any appropriate and adequate reserves therefor in conformity with GAAP, excluding Cash and Cash Equivalents.

“Consolidated Current Liabilities” means, as at any date of determination, the total liabilities of Company and its Subsidiaries on a consolidated basis that may properly be classified as current liabilities in conformity with GAAP, excluding (i) the current portion of long term debt, and (ii) outstanding Revolving Loans.

“Consolidated Excess Cash Flow” means, for any period, an amount (if positive) determined for Company and its Subsidiaries on a consolidated basis equal to:

(i)

the sum, without duplication, of the amounts for such period of:

	(a)		Consolidated Adjusted EBITDA, plus

	(b)		interest income, plus

	(c)		other non-ordinary course income, plus

	(d)		the Consolidated Working Capital Adjustment, minus

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(ii)

the sum, without duplication, of the amounts for such period of:

	(a)		voluntary and scheduled repayments of Consolidated Total Debt (excluding repayments of any revolving credit indebtedness except to the extent the obligation of the relevant lenders to make such revolving credit available is permanently reduced or terminated in connection with such repayments, to the extent of such reduction or termination), plus

	(b)		Consolidated Capital Expenditures, plus

	(c)		Consolidated Cash Interest Expense, plus

	(d)		provisions for current taxes based on income of Company and its Subsidiaries and payable in cash with respect to such period.

“Consolidated Fixed Charges” means, for any period, the sum, without duplication, of the amounts determined for Company and its Subsidiaries on a consolidated basis equal to:

	(i)		Consolidated Cash Interest Expense, plus

	(ii)		scheduled payments of principal on Consolidated Total Debt, plus

	(iii)		Consolidated Capital Expenditures, plus

	(iv)		dividends or distributions paid in cash, plus

	(v)		the portion of taxes based on income actually paid in cash and provisions for cash income taxes, as each of the foregoing is made during such period in conformity with GAAP.

“Consolidated Interest Expense” means, for any period, total interest expense (including that portion attributable to Capital Leases in accordance with GAAP and capitalized interest) of Company and its Subsidiaries on a consolidated basis with respect to all outstanding Consolidated Total Debt, including all commissions, discounts and other fees and charges owed with respect to letters of credit and net costs under Interest Rate Agreements.

“Consolidated Liquidity” means, for any period, an amount determined for Company and its Subsidiaries on a consolidated basis equal to the sum of (i) unrestricted cash-on-hand of the Credit Parties, held in a deposit account in the United States, which is subject to a control agreement in favor of the Collateral Agent, which is free and clear of all Liens (other than Liens in favor of the Collateral Agent securing the Obligations), plus (ii) Availability at such time.

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“Consolidated Net Income” means, for any period:

	(i)		the net income (or loss) of Company and its Subsidiaries on a consolidated basis for such period taken as a single accounting period determined in conformity with GAAP, minus

	(ii)		the sum of:

	(a)		the income (or loss) of any Person (other than a Subsidiary of Company) in which any other Person (other than Company or any of its Subsidiaries) has a joint interest, except to the extent of the amount of dividends or other distributions actually paid to Company or any of its Subsidiaries by such Person during such period, plus

	(b)		the income (or loss) of any Person accrued prior to the date it becomes a Subsidiary of Company or is merged into or consolidated with Company or any of its Subsidiaries or that Person’s assets are acquired by Company or any of its Subsidiaries, plus

	(c)		the income of any Subsidiary of Company to the extent that the declaration or payment of dividends or similar distributions by that Subsidiary of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary, plus

	(d)		any after-tax gains or losses attributable to Asset Sales or returned surplus assets of any Pension Plan, plus

	(e)		(to the extent not included in clauses (a) through (d) above) any net extraordinary gains or net extraordinary losses.

“Consolidated Total Debt” means, without duplication, as at any date of determination: the aggregate amount of all Indebtedness of Company and its Subsidiaries determined on a consolidated basis in accordance with GAAP.

“Consolidated Working Capital” means, as at any date of determination, the excess or deficiency of Consolidated Current Assets over Consolidated Current Liabilities.

“Consolidated Working Capital Adjustment” means, for any period on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period.

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“Contractor” means a manufacturer and/or processor engaged by SPV to assemble Panel Inventory and other components into LCD Televisions on behalf of SPV, which Contractor shall be reasonably acceptable to the Agents.

“Contractor Agreement” means an agreement between SPV and a Contractor, pursuant to which the Contractor (and each of its subcontractors) disclaims ownership, subject to the terms specified therein, in the Panel Inventory, the components and the completed LCD Televisions. Each Contractor Agreement in effect on the Closing Date is specified on Schedule 1.1(b) hereto.

“ Contractor Documents ” means each of the documents and agreements specified on Schedule 1.1(d) entered into between a Contractor and a Credit Party.

“Contractual Obligation” means, as applied to any Person, any provision of any Security issued by that Person or of any indenture, mortgage, deed of trust, contract, undertaking, agreement or other instrument to which that Person is a party or by which it or any of its properties is bound or to which it or any of its properties is subject.

“Contributing Guarantors” as defined in Section 7.2.

“Conversion/Continuation Date” means the effective date of a continuation or conversion, as the case may be, as set forth in the applicable Conversion/Continuation Notice.

“Conversion/Continuation Notice” means a Conversion/Continuation Notice substantially in the form of Exhibit A-2.

“Counterpart Agreement” means a Counterpart Agreement substantially in the form of Exhibit H delivered by a Credit Party pursuant to Section 5.10.

“Credit Date” means the date of a Credit Extension.

“Credit Document” means any of this Agreement, the Notes, if any, the Collateral Documents, the Fee Letter, the Intercompany Subordination Agreement, the Flow of Funds Agreement, any Contractor Agreement, any Panel Deposit Agreement, any Letter of Credit Applications, the Factoring Assignment Agreement, all documents, instruments and agreements relating to L/C Funding Support, including any reimbursement agreements or other documents or certificates executed by Company in favor of Issuing Bank relating to Letters of Credit, and all other certificates, documents, instruments or agreements executed and delivered by a Credit Party for the benefit of any Agent, Borrowing Base Agent, Issuing Bank or any Lender in connection herewith.

“Credit Extension” means the making, conversion or continuance of a Loan or the issuance, amendment, extension or renewal of a Letter of Credit.

“Credit Party” means each Borrower and each Guarantor.

“Currency Agreement” means any foreign exchange contract, currency swap agreement, futures contract, option contract, synthetic or other similar agreement or arrangement,

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each of which is for the purpose of hedging the foreign currency risk associated with Company’s and its Subsidiaries’ operations and not for speculative purposes.

“Default” means a condition or event that, after notice or lapse of time or both, would constitute an Event of Default.

“Default Excess” means, with respect to any Defaulting Lender, the excess, if any, of such Defaulting Lender’s Pro Rata Share of the aggregate outstanding principal amount of Loans of all Lenders (calculated as if all Defaulting Lenders (other than such Defaulting Lender) had funded all of their respective Defaulted Loans) over the aggregate outstanding principal amount of all Loans of such Defaulting Lender.

“Default Period” means, with respect to any Defaulting Lender, the period commencing on the date of the applicable Funding Default and ending on the earliest of the following dates: (i) the date on which all Commitments are cancelled or terminated and/or the Obligations are declared or become immediately due and payable, (ii) the date on which (a) the Default Excess with respect to such Defaulting Lender shall have been reduced to zero (whether by the funding by such Defaulting Lender of any Defaulted Loans of such Defaulting Lender or by the non-pro rata application of any voluntary or mandatory prepayments of the Loans in accordance with the terms of Section 2.12 or Section 2.13 or by a combination thereof), and (b) such Defaulting Lender shall have delivered to each Applicable Borrower and Administrative Agent a written reaffirmation of its intention to honor its obligations hereunder with respect to its Commitments, and (iii) the date on which the Credit Parties, Administrative Agent and Requisite Lenders waive all Funding Defaults of such Defaulting Lender in writing.

“Defaulted Loan” as defined in Section 2.21.

“Defaulting Lender” as defined in Section 2.21.

“Default Rate” means any interest payable pursuant to Section 2.9.

“Deposit Account” means a demand, time, savings, passbook or like account with a bank, savings and loan association, credit union or like organization, other than an account evidenced by a negotiable certificate of deposit.

“Dilution” means a percentage, based upon the experience during a period determined by the Administrative Agent or the Borrowing Base Agent in its reasonable business judgment, that is the result of dividing the dollar amount of (a) bad debt write-downs, discounts, warranty claims, advertising allowances, credits, or other dilutive items with respect to the Credit Parties’ Accounts during such period, by (b) the Credit Parties’ billings with respect to Accounts during such period.

“Dilution Reserve” means, as of any date of determination, an amount sufficient to reduce the advance rate against Eligible Accounts or Eligible Foreign Accounts, as applicable, by one percentage point for each percentage point by which Dilution is in excess of 5%.

" Disqualified Capital Stock ” means Capital Stock that, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the

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happening of any event, (a) matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, on or prior to the first anniversary of the Final Maturity Date, (b) is convertible into or exchangeable (unless at the sole option of the issuer thereof) for (i) debt securities or (ii) any Capital Stock referred to in clause (a) above, in each case at any time prior to the first anniversary of the Final Maturity Date, (c) contains any repurchase obligation that may come into effect prior to payment in full of all Obligations, (d) requires cash dividend payments prior to one year after the Final Maturity Date, (e) does not provide that any claims of any holder of such Capital Stock may have against the Company or any of its Subsidiaries (including any claims as judgment creditor or other creditor in respect of claims for the breach of any covenant contained therein) shall be fully subordinated (including a full remedy bar) to the Obligations in a manner satisfactory to Administrative Agent, (f) provides the holders of such Capital Stock thereof with any rights to receive any cash upon the occurrence of a change of control prior to the first anniversary date on which the Obligations have been irrevocably paid in full, unless the rights to receive such cash are contingent upon the Obligations being irrevocably paid in full, or (g) is prohibited by the terms of this Agreement. As used in this definition “Final Maturity Date” means October 26, 2012.

“Dollars” and the sign “$” mean the lawful money of the United States of America.

“Domestic Subsidiary” means any Subsidiary organized under the laws of the United States of America, any State thereof or the District of Columbia.

“Eligible Account” means an Account which has been included in a Borrowing Base Certificate as an Eligible Account to determine the Borrowing Base, and as to which Account, unless otherwise approved by Administrative Agent and the Borrowing Base Agent in their reasonable discretion, the following is true and accurate as of the time it was utilized to determine the Borrowing Base:

(i) such Account arose in the ordinary course of the business of a Credit Party out of either (a) a bona fide sale of Inventory by a Credit Party, and in such case such Inventory has in fact been shipped to the appropriate Account Debtor or the sale has otherwise been consummated in accordance with such order, or (b) services performed by a Credit Party under an enforceable contract (written or oral), and in such case such services have in fact been performed for the appropriate Account Debtor in accordance with such contract;

(ii) such Account represents a legally valid and enforceable claim which is due and owing to a Credit Party by such Account Debtor and for at least such amount as is represented by Company and SPV to Borrowing Base Agent in the applicable Borrowing Base Certificate;

(iii) such Account is evidenced by an invoice dated not later than the date of shipment of the related Inventory or the performance of the services, or other evidence of billing reasonably acceptable to Administrative Agent and Borrowing Base Agent giving

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rise to such Account is owing less than one hundred twenty (120) days after the date of the invoice corresponding to such Account and less than sixty (60) days after the due date of the invoice corresponding to such Account;

(iv) the unpaid balance of such Account as represented by Company and SPV to Borrowing Base Agent in the applicable Borrowing Base Certificate is not subject to any defense, counterclaim, setoff, contra account, credit, allowance or adjustment actually known to a Credit Party or asserted by the Account Debtor because of returned, rejected, repossessed, disputed, inferior or damaged Inventory or services, or for any other reason;

(v) the transactions resulting in the creation of such Account comply with all applicable local, state and federal laws and regulations of the jurisdiction in which such Account was created where the failure to comply therewith could reasonably be expected to impair the collectibility of such Account;

(vi) such Accounts do not represent a right to receive progress payments and other advance billings that are due prior to the completion of performance by a Credit Party of the subject contract for goods or services;

(vii) such Account does not arise in a transaction wherein goods are placed on consignment or are sold pursuant to a guaranteed sale, a sale or return, a sale on approval, a bill and hold, or any other terms by reason of which the payment by the Account Debtor may be conditional;

(viii) such Account is lawfully owned by a Credit Party free and clear of any Lien other than the Lien in favor of Collateral Agent for the benefit of Agents, Borrowing Base Agent and Lenders granted pursuant to the Collateral Documents and otherwise continues to be in full conformity with all representations and warranties made by a Credit Party to Agents, Borrowing Base Agent and Lenders with respect thereto in the Credit Documents;

(ix) such Account is not owing by an Account Debtor who, as of the date of determination, has failed to pay fifty percent (50%) or more of the aggregate amount of its Accounts owing to a Credit Party within less than one hundred twenty (120) days after the date of the invoices corresponding to such Accounts and less than sixty (60) days after the due dates of the invoices corresponding to such Accounts;

(x) such Account is unconditionally payable in Dollars and is not represented by any note, trade acceptance, draft or other negotiable instrument or by any chattel paper, except any such as has been endorsed and delivered by a Credit Party pursuant to or in accordance with the Collateral Documents or this Agreement on or prior to such Account’s inclusion in any applicable Borrowing Base Certificate;

(xi) no Credit Party has received, with respect to such Account, any notice of the death of any general partner of the related Account Debtor, nor of the dissolution, liquidation, termination of existence, insolvency, business failure, creditors meeting of the related Account Debtor for the purposes of obtaining any financial concession or

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accommodation, appointment of a receiver or trustee for any part of the property of, assignment for the benefit of creditors by, or the filing of a petition in bankruptcy or the commencement of any proceeding under any bankruptcy or insolvency laws by or against, such Account Debtor;

(xii) the Account Debtor on such Account is not:

(a) an Affiliate of Company or any of its Subsidiaries;

(b) the United States of America or any department, agency, or instrumentality thereof, or any other foreign or domestic governmental entity, in each case, unless such Credit Party has complied with the provisions of the Federal Assignment of Claims Act (or the non-U.S. equivalent thereof, as applicable);

(c) a Person who is formed under the laws of a jurisdiction outside of the United States, unless such Account is secured by a letter of credit or a guaranty issued by a bank reasonably acceptable to Administrative Agent and Borrowing Base Agent and in form and substance acceptable to Administrative Agent and Borrowing Base Agent, in the exercise of their reasonable credit judgment;

(d) an individual; or

(e) a supplier to or creditor of a Credit Party, unless such Account Debtor has executed a no-offset letter satisfactory to Administrative Agent and Borrowing Base Agent;

(xiii) such Account is not subject to collection by an outside claims processor;

(xiv) the otherwise Eligible Accounts of any Account Debtor do not exceed 20% of all Eligible Accounts, provided , that such percentage as applied to a particular Account Debtor and its Affiliates is subject to reduction by Administrative Agent and Borrowing Base Agent in their reasonable business judgment if the creditworthiness of such Account Debtor deteriorates; and

(xv) such Account is not owing by an Account Debtor the continued collectability of whose obligations Administrative Agent and Borrowing Base Agent shall have determined, acting in the exercise of its reasonable credit judgment, have become materially impaired and Administrative Agent or Borrowing Base Agent shall have notified Company are thus not deemed to constitute Eligible Accounts; and

(xvi) such Account satisfies any other eligibility criteria established from time to time by Administrative Agent and the Borrowing Base Agent, all in accordance with ordinary and customary lending standards, as reasonably determined by them.

Any Account which is at any time an Eligible Account but which fails to meet any of the foregoing requirements at a subsequent date of determination, shall immediately cease to be an Eligible Account for so long as it does not meet any of the foregoing requirements; provided , that such requirements may be revised from time to time by Administrative Agent or

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the Borrowing Base Agent in the exercise of its reasonable business judgment to address the results of any audits performed by Agents or Borrowing Base Agent after the Closing Date. Eligible Accounts shall be calculated net of customer deposits and unapplied cash remitted to any Credit Party.

Notwithstanding the foregoing, Accounts of a Credit Party shall be deemed to be Eligible Accounts if such Accounts are generated in the ordinary course of business of such Credit Party and are purchased and credit approved and continue to be credit approved, in each case by Factor, under the Factoring Agreement and are and continue to be subject to the Factoring Assignment Agreement.

“Eligible Assignee” means (i) in the case of the Revolving Loans or Revolving Commitments, (a) any Lender with Revolving Exposure or any Affiliate (other than a natural person) of any Lender with Revolving Exposure, (b) a commercial bank organized under the laws of the United States, or any state thereof, and having total assets or net worth in excess of $500,000,000, (c) a commercial bank organized under the laws of any other country which is a member of the Organization for Economic Cooperation and Development or a political subdivision of any such country and which has total assets or net worth in excess of $500,000,000, provided that such bank is acting through a branch or agency located in the United States, and (d) a finance company, insurance company, or other financial institution or fund that is engaged in making, purchasing, or otherwise investing in commercial loans in the ordinary course of its business and having (together with its Affiliates) total assets or net worth in excess of $500,000,000, (ii) in the case of the Term Loans, (a) any Lender, any Affiliate of any Lender and any Related Fund (any two or more Related Funds being treated as a single Eligible Assignee for all purposes hereof), and (b) any commercial bank, insurance company, investment or mutual fund or other entity that is an " accredited investor ” (as defined in Regulation D under the Securities Act) and which extends credit or buys loans as one of its businesses, and (iii) any other Person (other than a natural Person) approved by Administrative Agent; provided , that neither Company nor any Affiliate of Company shall, in any event, be an Eligible Assignee.

“Eligible Foreign Accounts” means an Account (a) that satisfies all of the criteria for an Eligible Account set forth in the definition thereof (other than clauses (iii), (ix), (xii)(c) and (xv) thereof), (b) for which the Account Debtor is SCHOT, and (c) that is evidenced by an invoice dated not later than the date of shipment of the related Inventory or the performance of the services, or other evidence of billing reasonably acceptable to Administrative Agent and Borrowing Base Agent giving rise to such Account and is owing less than one hundred eighty (180) days after the date of the invoice corresponding to such Account and less than sixty (60) days after the due date of the invoice corresponding to such Account; provided , that if SCHOT has failed to pay fifty percent (50%) or more of the aggregate amount of its Accounts owing to a Credit Party within one hundred eighty (180) days after the date of the invoice corresponding to such Accounts or within sixty (60) days since the original due date of the invoices corresponding to such Accounts, no Accounts owing to the Credit Parties from SCHOT shall be deemed to be Eligible Foreign Accounts.

“Eligible Inventory” means all Inventory consisting of all finished goods, raw materials and RMA Inventory of any Credit Party which meets each of the following requirements:

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(i) it is lawfully owned by a Credit Party free and clear of any Lien other than the Lien in favor of Collateral Agent for the benefit of Agents, Borrowing Base Agent and Lenders granted pursuant to the Collateral Documents and otherwise continues to be in full conformity with all representations and warranties made by the Credit Parties to Agents, Borrowing Base Agent and Lenders with respect thereto in the Credit Documents;

(ii) it was acquired in the ordinary course of business of a Credit Party, does not represent damaged, obsolete or unsaleable goods and may be lawfully sold;

(iii) it is in the possession and control of a Credit Party and it is stored and held in facilities owned by a Credit Party or, if such facilities are not so owned, Collateral Agent is in possession of a Collateral Access Agreement;

(iv) it is not Inventory produced in violation of the Fair Labor Standards Act and subject to the “hot goods” provisions contained in Title 29 U.S.C. §215;

(v) it is located in the United States or in any territory or possession of the United States that has adopted Article 9 of the UCC;

(vi) it is not “in transit” or held or acquired by a Credit Party on consignment other than Inventory (A) in transit between one United States location of a Credit Party to another United States location of a Credit Party or (B) in transit to a Person party to a Collateral Access Agreement;

(vii) it is not tooling;

(viii) no Account has been created or issued with respect to it;

(ix) no document of title has been created or issued with respect to it, other than documents of title with respect thereto that are consigned and delivered to Collateral Agent at a location within the United States;

(x) it does not consist of goods that are slow moving (which for purposes of this Agreement, shall mean goods that will not be sold within three (3) months based on the last six (6) months of sales of such good, but shall exclude any new goods that have been available for sale for less than three (3) months as determined in Administrative Agent’s and Borrowing Base Agent’s reasonable discretion), supplies or goods that constitute spare parts, packaging and shipping materials, bill and hold goods or defective goods;

(xi) it is not work in process;

(xii) it is not capitalized expenses constituting Inventory; and

(xiii) Administrative Agent or Borrowing Base Agent shall not have determined in its reasonable credit judgment, that such Inventory is no longer saleable to its intended purchasers.

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In addition, the following shall not be deemed to be Eligible Inventory:

	(A)		returned units under repair;

	(B)		parts for repairs;

	(C)		marketing and testing units;

	(D)		damaged goods under dispute;

	(E)		lower of cost or market reserve; and

	(F)		Kolin rebate Inventory adjustments.

Inventory which is at any time Eligible Inventory but which fails to meet any of the foregoing requirements at a subsequent date of determination shall forthwith cease to be Eligible Inventory for so long as it does not meet any of the foregoing requirements; provided , that such requirements may be revised from time to time by Administrative Agent or Borrowing Base Agent in the exercise of its reasonable business judgment to address the results of any appraisals or audits performed by Agents or Borrowing Base Agent after the Closing Date.

“Eligible Panel Inventory” means all Panel Inventory of SPV which meets each of the following requirements:

(i) it is lawfully owned by SPV free and clear of all Liens and otherwise continues to be in full conformity with all representations and warranties made by the Credit Parties to Agents, Borrowing Base Agent and Lenders with respect thereto in the Credit Documents;

(ii) it was acquired in the ordinary course of business of SPV, does not represent damaged, obsolete or unsaleable goods and may be lawfully sold;

(iii) it is in the possession and control of, or “in transit” to, a Contractor that has executed a Contractor Agreement in favor of the SPV, or “in transit” to a Credit Party or a customer of a Credit Party;

(iv) it is not produced in violation of the Fair Labor Standards Act or subject to the “hot goods” provisions contained in Title 29 U.S.C. §215;

(v) no Account has been created or issued with respect to it;

(vi) no document of title has been created or issued with respect to it, other than documents of title with respect thereto that are (x) issued in the name of a Contractor that has executed a Contractor Agreement in favor of the SPV, so long as such Panel Inventory is held outside the United States, or (y) issued in the name of SPV and consigned and delivered to Collateral Agent at a location within the United States; and

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(vii) Administrative Agent or Borrowing Base Agent shall not have determined in its reasonable credit judgment, that such Panel Inventory is no longer saleable to its intended purchasers.

Panel Inventory which is at any time Eligible Panel Inventory but which fails to meet any of the foregoing requirements at a subsequent date of determination shall forthwith cease to be Eligible Panel Inventory for so long as it does not meet any of the foregoing requirements; provided , that such requirements may be revised from time to time by Administrative Agent or Borrowing Base Agent in the exercise of its reasonable business judgment to address the results of any appraisals or audits performed by Agents or Borrowing Base Agent after the Closing Date.

“Employee Benefit Plan” means any " employee benefit plan ” as defined in Section 3(3) of ERISA which is or was sponsored, maintained or contributed to by, or required to be contributed by, Company, any of its Subsidiaries or any of their respective ERISA Affiliates.

“Environmental Claim” means any investigation, notice, notice of violation, claim, action, suit, proceeding, demand, abatement order complaint, summons, citation, direction, penalty, fine, investigation or other order, directive or proceeding (conditional or otherwise), by any Governmental Authority or any other Person, arising (i) pursuant to or in connection with any actual or alleged violation of any Environmental Law; (ii) in connection with any Hazardous Material or any actual or alleged Hazardous Materials Activity; or (iii) in connection with any actual or alleged damage, injury, threat or harm to health, safety, natural resources or the environment.

“Environmental Laws” means any and all current or future foreign or domestic, federal, state or local (or any subdivision of any of them), statutes, ordinances, orders, rules, by-laws, regulations, judgments, guidelines, policies, Governmental Authorizations, or any other requirements of Governmental Authorities imposing liability or establishing standards of conduct for or relating to (i) public health and safety, protection of the environment or other environmental matters, including those relating to any Hazardous Materials Activity; (ii) the generation, use, storage, transportation or disposal of Hazardous Materials; or (iii) occupational safety and health, industrial hygiene, land use or the protection of human, plant or animal health or welfare.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor thereto, in each case together with the regulations thereunder.

“ERISA Affiliate” means, as applied to any Person, (i) any corporation which is a member of a controlled group of corporations within the meaning of Section 414(b) of the Internal Revenue Code of which that Person is a member; (ii) any trade or business (whether or not incorporated) which is a member of a group of trades or businesses under common control within the meaning of Section 414(c) of the Internal Revenue Code of which that Person is a member; and (iii) any member of an affiliated service group within the meaning of Section 414(m) or (o) of the Internal Revenue Code of which that Person, any corporation described in clause (i) above or any trade or business described in clause (ii) above is a member. Any former

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ERISA Affiliate of Company or any of its Subsidiaries shall continue to be considered an ERISA Affiliate of Company or any such Subsidiary within the meaning of this definition with respect to the period such entity was an ERISA Affiliate of Company or such Subsidiary and with respect to liabilities arising after such period for which Company or such Subsidiary could be liable under the Internal Revenue Code or ERISA.

“ERISA Event” means (i) a " reportable event ” within the meaning of Section 4043 of ERISA and the regulations issued thereunder with respect to any Pension Plan or Multiemployer Plan (excluding those for which the provision for 30-day notice to the PBGC has been waived by regulation); (ii) the failure to meet the minimum funding standard of Section 412 of the Internal Revenue Code with respect to any Pension Plan (whether or not waived in accordance with Section 412(d) of the Internal Revenue Code) or the failure to make by its due date a required installment under Section 412(m) of the Internal Revenue Code with respect to any Pension Plan or the failure to make any required contribution to a Multiemployer Plan; (iii) notice of intent to terminate a Pension Plan in a distress termination described in Section 4041(c) of ERISA; (iv) the withdrawal by Company, any of its Subsidiaries or any of their respective ERISA Affiliates from any Pension Plan with two or more non-related contributing sponsors or the termination of any such Pension Plan resulting in liability to Company, any of its Subsidiaries or any of their respective ERISA Affiliates pursuant to Section 4063 or 4064 of ERISA; (v) the institution by the PBGC of proceedings to terminate any Pension Plan, or the occurrence of any event or condition which might reasonably constitute grounds under ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (vi) the imposition of liability on Company, any of its Subsidiaries or any of their respective ERISA Affiliates pursuant to Section 4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c) of ERISA; (vii) the withdrawal of Company, any of its Subsidiaries or any of their respective ERISA Affiliates in a complete or partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) from any Multiemployer Plan if there is any liability or potential liability therefor, or the receipt by Company, any of its Subsidiaries or any of their respective ERISA Affiliates of notice from any Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA, or that it intends to terminate or has terminated under Section 4041A or 4042 of ERISA; (viii) the occurrence of an act or omission which could give rise to the imposition on Company, any of its Subsidiaries or any of their respective ERISA Affiliates of fines, penalties, taxes or related charges under Chapter 43 of the Internal Revenue Code or under Section 409, Section 502(c), (i) or (l), or Section 4071 of ERISA in respect of any Employee Benefit Plan; (ix) the assertion of a material claim (other than routine claims for benefits) against any Employee Benefit Plan or the assets thereof, or against Company, any of its Subsidiaries or any of their respective ERISA Affiliates in connection with any Employee Benefit Plan; (x) receipt from the Internal Revenue Service of notice of the failure of any Pension Plan (or any other Employee Benefit Plan intended to be qualified under Section 401(a) of the Internal Revenue Code) to qualify under Section 401(a) of the Internal Revenue Code, or the failure of any trust forming part of any Pension Plan to qualify for exemption from taxation under Section 501(a) of the Internal Revenue Code; (xi) the imposition of a Lien pursuant to Section 401(a)(29) or 412(n) of the Internal Revenue Code or pursuant to ERISA with respect to any Pension Plan, (xii) the imposition of any material liability under Title IV of ERISA, other than the PBGC premiums due but not delinquent under Section 4007 of ERISA, upon Company, any of its Subsidiaries or any of their respective ERISA Affiliates; (xiii) any equivalent event, action, condition, proceeding or otherwise under similar laws of any other

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jurisdiction, or (xiv) any other event or condition with respect to a Pension Plan or Multiemployer Plan that could reasonably be expected to result in material liability of Company or any of its Subsidiaries.

“Event of Default” means each of the conditions or events set forth in Section 8.1.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and any successor statute.

“Existing Credit Documents” means (i) the Amended and Restated Factoring Agreement, dated as of November 22, 2006, between The CIT Group/Commercial Services, Inc. and Syntax Corporation, and (ii) the Amended and Restated Business Loan and Security Agreement, dated as of December 13, 2006 and as amended February 21, 2007, by and among Preferred Bank, Company, Syntax Groups Corporation, and Syntax Corporation, in each case, together with all documents executed in connection therewith, and in each case, as amended, restated, supplemented or otherwise modified from time to time prior to the Closing Date.

“Existing Indebtedness” means Indebtedness and other obligations outstanding under the Existing Credit Documents.

“Extraordinary Receipts” means any cash received by or paid to or for the account of Company or any of its Subsidiaries not in the ordinary course of business, including any foreign, United States, state or local tax refunds, pension plan reversions, judgments, proceeds of settlements or other consideration of any kind in connection with any cause of action, condemnation awards (and payments in lieu thereof), indemnity payments and any purchase price adjustment received in connection with any purchase agreement and proceeds of insurance (excluding, however, any Net Asset Sale Proceeds which are subject to Section 2.13(a) and any Net Insurance/Condemnation Proceeds which are subject to Section 2.13(b)).

“Facility” means any real property (including all buildings, fixtures or other improvements located thereon) now, hereafter or heretofore owned, leased, operated or used by Company or any of its Subsidiaries or any of their respective predecessors or Affiliates.

“Factor” means The CIT Group/Commercial Services, Inc., in its capacity as factor under the Factoring Agreement.

“Factoring Agreement” means the Amended and Restated Factoring Agreement, dated as of November 22, 2006, by and between Syntax Corporation and the Factor, and as later supplemented to add Company and Syntax Group Corporation, as parties thereto, as amended by the amendment dated as of the date hereof and described in Section 3.1 and as otherwise amended or modified from time to time in accordance with the terms of this Agreement.

“Factoring Assignment Agreement” means the Assignment and Intercreditor Agreement, dated as of the Closing Date, between the Factor and the Borrowing Base Agent, as the same may be amended or otherwise modified from time to time.

“Fair Share Contribution Amount” as defined in Section 7.2.

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“Fair Share” as defined in Section 7.2.

“Federal Funds Effective Rate” means for any day, the rate per annum (expressed, as a decimal, rounded upwards, if necessary, to the next higher one-hundredth of one percent (1/100 of 1%)) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided , that, (i) if such day is not a Business Day, the Federal Funds Effective Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (ii) if no such rate is so published on such next succeeding Business Day, the Federal Funds Effective Rate for such day shall be the average of the quotations for the day of such transactions received by Administrative Agent from three Federal funds brokers of recognized standing selected by it.

“Fee Letter” means the letter agreement dated the date hereof between Company and Administrative Agent.

“Financial Officer Certification” means, with respect to the financial statements for which such certification is required, the certification of the chief financial officer of Company that such financial statements fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, in each case in conformity with GAAP applied on a consistent basis, subject, in the case of interim financial statements, to changes resulting from normal audit and year-end adjustments.

“Financial Plan” as defined in Section 5.1(i).

“First Priority” means, with respect to any Lien purported to be created in any Collateral pursuant to any Collateral Document, that such Lien is a valid, legal and enforceable Lien having priority over all other Liens to which such Collateral is subject, other than any Permitted Lien that is permitted to have priority over the Lien of the Collateral Agent.

“Fiscal Quarter” means a fiscal quarter of any Fiscal Year.

“Fiscal Year” means the fiscal year of Company and its Subsidiaries ending on June 30th of each calendar year.

“Fixed Charge Coverage Ratio” means the ratio as of the last day of any Fiscal Quarter of (a) Consolidated Adjusted EBITDA for the four-Fiscal Quarter period then ending, taken as a single accounting period to (b) Consolidated Fixed Charges for such four-Fiscal Quarter period ( provided , that (i) for the four Fiscal Quarter period ending December 31, 2007, Consolidated Fixed Charges shall be the Consolidated Fixed Charges for the Fiscal Quarter ending December 31, 2007 multiplied by four, (ii) for the four Fiscal Quarter period ending March 31, 2008, Consolidated Fixed Charges shall be the Consolidated Fixed Charges for the two Fiscal Quarter period ending March 31, 2008 multiplied by two, and (iii) for the four Fiscal Quarter period ending June 30, 2008, Consolidated Fixed Charges shall be the Consolidated Fixed Charges for the three Fiscal Quarter period ending June 30, 2008 multiplied by 4/3).

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“Flood Hazard Property” means any Real Estate Asset subject to a mortgage in favor of Collateral Agent, for the benefit of the Secured Parties, and located in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards.

“Flow of Funds Agreement” means that certain Flow of Funds Agreement, dated as of the Closing Date, duly executed by each Credit Party, each Agent, Borrowing Base Agent, each Lender and any other person party thereto, in form and substance reasonably satisfactory to the Agents, in connection with the disbursement of Loan proceeds in accordance with Section 2.5 of this Agreement.

“Foreign Currency” as defined in Section 10.26.

“Foreign Currency Conversion Date” as defined in Section 10.26.

“Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.

“Funding Default” as defined in Section 2.21.

“Funding Guarantor” as defined in Section 7.2.

“Funding Notice” means a notice substantially in the form of Exhibit A-1.

“GAAP” means, subject to the limitations on the application thereof set forth in Section 1.2, United States generally accepted accounting principles in effect as of the date of determination thereof.

“Governmental Acts” means any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority.

“Governmental Authority” means any Federal, state, municipal, national or other government, governmental department, commission, board, bureau, court, agency or instrumentality or political subdivision thereof or any entity or officer exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any government or any court, in each case whether associated with a state of the United States, the United States, or a foreign entity or government.

“Governmental Authorization” means any permit, license, authorization, plan, directive, consent order or consent decree of or from any Governmental Authority.

“Granting Lender” as defined in Section 10.7.

“Grantor” as defined in the Pledge and Security Agreement.

“ Guarantee ” means, with respect to any Person, any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, that is (a) an obligation of such Person the primary purpose or intent of which is to provide assurance to an

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obligee that the obligation of the obligor thereof will be paid or discharged, or any agreement relating thereto will be complied with, or the holders thereof will be protected (in whole or in part) against loss in respect thereof; or (b) a liability of such Person for an obligation of another through any agreement (contingent or otherwise) (i) to purchase, repurchase or otherwise acquire such obligation or any security therefor, or to provide funds for the payment or discharge of such obligation (whether in the form of loans, advances, stock purchases, capital contributions or otherwise) or (ii) to maintain the solvency or any balance sheet item, level of income or financial condition of another if, in the case of any agreement described under subclauses (i) or (ii) of this clause (b), the primary purpose or intent thereof is as described in clause (a) above.

“Guaranteed Obligations” as defined in Section 7.1.

“Guarantor” means (i) with respect to the Company Obligations, each Domestic Subsidiary of Company (other than SPV), and (ii) with respect to the SPV Obligations, Company and each Domestic Subsidiary of Company (other than the SPV).

“Guaranty” means the guaranty of each Guarantor set forth in Section 7.

“Hazardous Materials” shall include, without regard to amount and/or concentration (a) any element, compound, or chemical that is defined, listed or otherwise classified as a contaminant, pollutant, toxic pollutant, toxic or hazardous substances, extremely hazardous substance or chemical, hazardous waste, medical waste, biohazardous or infectious waste, special waste, or solid waste under Environmental Laws; (b) petroleum, petroleum-based or petroleum-derived products; (c) polychlorinated biphenyls; (d) any substance exhibiting a hazardous waste characteristic under Environmental Law including but not limited to corrosivity, ignitibility, toxicity or reactivity as well as any radioactive or explosive materials; and (e) any asbestos-containing materials.

“Hazardous Materials Activity” means any past, current, proposed or threatened activity, event or occurrence involving any Hazardous Materials, including the use, manufacture, possession, storage, holding, presence, existence, location, Release, threatened Release, discharge, placement, generation, transportation, processing, construction, treatment, abatement, removal, remediation, disposal, disposition or handling of any Hazardous Materials, and any Remedial Action with respect to any of the foregoing.

“Highest Lawful Rate” means the maximum lawful interest rate, if any, that at any time or from time to time may be contracted for, charged, or received under the laws applicable to any Lender which are presently in effect or, to the extent allowed by law, under such applicable laws which may hereafter be in effect and which allow a higher maximum nonusurious interest rate than applicable laws now allow.

“Historical Financial Statements” means as of the Closing Date, (i) the audited financial statements of Company and its Subsidiaries, for the Fiscal Year ended June 30, 2007, consisting of balance sheets and the related consolidated statements of income, stockholders’ equity and cash flows for such Fiscal Year, and (ii) for the interim period from July 1, 2007 to the Closing Date, internally prepared, unaudited financial statements of Company and its Subsidiaries, consisting of a balance sheet and the related consolidated statements of income,

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stockholders’ equity and cash flows for each quarterly period completed prior to forty-six (46) days before the Closing Date and for each monthly period completed prior to thirty-one (31) days prior to the Closing Date, in the case of clauses (i) and (ii), certified by the chief financial officer of Company that such financial statements fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject, if applicable, to changes resulting from audit and normal year end adjustments.

“Hong Kong Fixed and Floating Security Document” means the Hong Kong law fixed and floating security document to be granted by Company in favor of Collateral Agent for the benefit of the Secured Parties, substantially in the form of Exhibit I-2.

“Hong Kong Share Charge” means the Hong Kong law share charge to be granted by Vivitar Corporation in favor of the Collateral Agent for the benefit of the Secured Parties, substantially in the form of Exhibit I-3.

“Increased Cost Lender” as defined in Section 2.22.

“Indebtedness , ” as applied to any Person, means, without duplication, (i) all indebtedness for borrowed money; (ii) that portion of obligations with respect to Capital Leases that is properly classified as a liability on a balance sheet in conformity with GAAP; (iii) all obligations of such Person evidenced by notes, bonds or similar instruments or upon which interest payments are customarily paid and all obligations in respect of drafts accepted representing extensions of credit whether or not representing obligations for borrowed money; (iv) any obligation owed for all or any part of the deferred purchase price of property or services (excluding trade payables incurred in the ordinary course of business having a term of less than four (4) months that are not overdue by more than sixty (60) days) which purchase price is (a) due more than four (4) months from the date of incurrence of the obligation in respect thereof or (b) evidenced by a note or similar written instrument; (v) all obligations created or arising under any conditional sale or other title retention agreement with respect to property acquired by such person, (vi) all indebtedness secured by any Lien on any property or asset owned or held by that Person regardless of whether the indebtedness secured thereby shall have been assumed by that Person or is nonrecourse to the credit of that Person; (vii) the face amount of any letter of credit or letter of guaranty issued, bankers’ acceptances facilities, surety bond and similar credit transactions for the account of that Person or as to which that Person is otherwise liable for reimbursement of drawings or drafts; (viii) the direct or indirect guaranty, endorsement (otherwise than for collection or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such Person of the obligation of another; (ix) any obligation of such Person the primary purpose or intent of which is to provide assurance to an obligee that the obligation of the obligor thereof will be paid or discharged, or any agreement relating thereto will be complied with, or the holders thereof will be protected (in whole or in part) against loss in respect thereof; (x) any liability of such Person for an obligation of another through any agreement (contingent or otherwise) (a) to purchase, repurchase or otherwise acquire such obligation or any security therefor, or to provide funds for the payment or discharge of such obligation (whether in the form of loans, advances, stock purchases, capital contributions or otherwise) or (b) to maintain the solvency or any balance sheet item, level of income or financial condition of another if, in the case of any agreement described under

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subclauses (a) or (b) of this clause (x), the primary purpose or intent thereof is as described in clause (ix) above; (xi) all obligations of such Person in respect of any exchange traded or over the counter derivative transaction, including any Interest Rate Agreement and Currency Agreement, whether entered into for hedging or speculative purposes; (xii) all obligations of such Person, contingent or otherwise, to purchase, redeem, retire or otherwise acquire for value any Capital Stock of such Person and (xii) all Attributable Debt of such Person. The Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture in which such Person is a general partner or joint venturer, unless such Indebtedness is expressly non-recourse to such Person.

“Indemnified Liabilities” means, collectively, any and all liabilities, obligations, losses, damages (including natural resource damages), penalties, claims (including Environmental Claims), costs (including the costs of any investigation, study, sampling, testing, abatement, cleanup, removal, remediation or other response action necessary to remove, remediate, clean up or abate any Hazardous Materials Activity), expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto, and any fees or expenses incurred by Indemnitees in enforcing this indemnity), whether direct, indirect or consequential and whether based on any Federal, state or foreign laws, statutes, rules or regulations (including securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of (i) this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby (including the Lenders’ agreement to make Credit Extensions or the use or intended use of the proceeds thereof, or any enforcement of any of the Credit Documents (including any sale of, collection from, or other realization upon any of the Collateral or the enforcement of the Guaranty)); (ii) the statements contained in the commitment letter or proposal letter delivered by any Lender to Company with respect to the transactions contemplated by this Agreement; or (iii) any Environmental Claim against or any Hazardous Materials Activity relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, or practice of Company or any of its Subsidiaries.

“Indemnitee” as defined in Section 10.3(a).

“Indemnitee Agent Party” as defined in Section 9.6.

“Insolvency Proceeding” means any proceeding commenced by or against any Person under any provision of the Bankruptcy Code or under any other national, state, provincial or federal bankruptcy or insolvency law, assignments for the benefit of creditors, formal or informal moratoria, compositions, extensions generally with creditors, or proceedings seeking reorganization, arrangement, or other similar relief.

“ Intercompany Subordination Agreement ” means that certain Intercompany Subordination Agreement, dated as of the date hereof, made by the Credit Parties and their

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Subsidiaries in favor of the Collateral Agent for the benefit of the Agents, Borrowing Base Agent and the Lenders.

“Interest Payment Date” means with respect to (i) any Base Rate Loan, (a) the last day of each month, commencing on the first such date to occur after the Closing Date, and (b) the final maturity date of such Loan; and (ii) any LIBOR Rate Loan, the last day of each Interest Period applicable to such Loan.

“Interest Period” means, in connection with a LIBOR Rate Loan, an interest period of one, two or three months, as selected by the Applicable Borrower in the applicable Funding Notice or Conversion/Continuation Notice, (i) initially, commencing on the Credit Date or Conversion/Continuation Date thereof, as the case may be; and (ii) thereafter, commencing on the day on which the immediately preceding Interest Period expires; provided , that, (a) if an Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day unless no further Business Day occurs in such month, in which case such Interest Period shall expire on the immediately preceding Business Day; (b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall, subject to clauses (c) and (d) of this definition, end on the last Business Day of a calendar month; (c) no Interest Period with respect to any portion of any Term Loans shall extend beyond the Term Loan Maturity Date; and (d) no Interest Period with respect to any portion of the Revolving Loans shall extend beyond the Revolving Commitment Termination Date.

“Interest Rate Agreement” means any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedging agreement or other similar agreement or arrangement, each of which is (i) for the purpose of hedging the interest rate exposure associated with Company’s and its Subsidiaries’ operations, (ii) approved by Administrative Agent, and (iii) not for speculative purposes.

“Interest Rate Determination Date” means, with respect to any Interest Period, the date that is two Business Days prior to the first day of such Interest Period.

“Internal Control Event” means a material weakness in, or fraud that involves management of Company, which fraud has a material effect on Company’s internal controls over, public reporting, in each case as described in the Securities Laws.

“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended to the date hereof and from time to time hereafter, and any successor statute.

“Inventory” means, with respect to any Person, all of such Person’s now owned and hereafter existing or acquired goods, wherever located, which (a) are held by such Person for sale; or (b) consist of raw materials, work in process, finished goods or materials used or consumed in its business.

“Investment” means (i) any direct or indirect purchase or other acquisition by Company or any of its Subsidiaries of, or of a beneficial interest in, any of the Securities of any other Person; (ii) any direct or indirect redemption, retirement, purchase or other acquisition for

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value, by any Subsidiary of Company from any Person, of any Capital Stock of such Person; (iii) any direct or indirect loan, advance or capital contributions by Company or any of its Subsidiaries to any other Person, including all Indebtedness and Accounts from that other Person that are not current assets or did not arise from sales to that other Person in the ordinary course of business; and (iv) any direct or indirect Guarantee of any obligations of any other Person. The amount of any Investment shall be the original cost of such Investment plus the cost of all additions thereto, without any adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment.

“Issuance Notice” means an Issuance Notice substantially in the form of Exhibit A-3.

“Issuing Bank” means any financial institution designated by the Administrative Agent to issue Letters of Credit, in each case together with its permitted successors and assigns in such capacity, and the term “Issuing Bank” in each such instance, shall mean the Issuing Bank with respect to such Letter of Credit.

“Joint Venture” means a joint venture, partnership or other similar arrangement, whether in corporate, partnership or other legal form; provided , that, in no event shall any corporate Subsidiary of any Person be considered to be a Joint Venture to which such Person is a party.

“Landlord Collateral Access Agreement” means a Landlord Consent and Subordination Agreement substantially in the form of Exhibit K with such amendments or modifications as may be approved by Collateral Agent.

“Landlord Consent and Estoppel” means, with respect to any Leasehold Property, a letter, certificate or other instrument in writing from the lessor under the related lease, pursuant to which, among other things, the landlord consents to the granting of a Mortgage on such Leasehold Property by the Credit Party tenant, such Landlord Consent and Estoppel to be in form and substance acceptable to Collateral Agent in its reasonable discretion, but in any event, sufficient for Collateral Agent to obtain a Title Policy with respect to such Mortgage.

“LCD Television” means a television that utilizes liquid crystal display technology.

“L/C Funding Support” means any reimbursement arrangement, guaranty, cash collateral arrangement or other credit support provided by Administrative Agent to an Issuing Bank in respect of any Letter of Credit issued for the benefit of Company.

“Lead Arranger” as defined in the preamble hereto.

“Leasehold Property” means any leasehold interest of any Credit Party as lessee under any lease of real property, other than any such leasehold interest designated from time to time by Collateral Agent in its reasonable discretion as not being required to be included in the Collateral.

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“Lender” means each lender listed on the signature pages hereto as a Lender, and any other Person that becomes a party hereto pursuant to an Assignment Agreement other than any such Person that ceases to be a party hereto pursuant to an Assignment Agreement.

“Letter of Credit” means a standby letter of credit issued or to be issued by and Issuing Bank for the benefit of the Company.

“Letter of Credit Application” as defined in Section 2.3(a).

“Letter of Credit Sublimit” means the lesser of (i) $10,000,000, and (ii) Availability at such time.

“Letter of Credit Usage” means, as at any date of determination and without duplication, the sum of (i) the maximum aggregate amount which is, or at any time thereafter may become, available for drawing under all Letters of Credit then outstanding, and (ii) the aggregate amount of all drawings under Letters of Credit honored by Issuing Bank the repayment of which shall not, at such time, have been funded with a drawing of a Revolving Loan.

“Leverage Ratio” means the ratio as of the last day of any Fiscal Quarter of:

	(i)		the greater of (A) Consolidated Total Debt as of such day and (B) the average daily Consolidated Total Debt for the four-quarter Fiscal Quarter ending on such date, to

	(ii)		Consolidated Adjusted EBITDA for the four-Fiscal Quarter period ending on such date.

“LIBOR Rate Loan” means a Loan bearing interest at a rate determined by reference to the Adjusted LIBOR Rate.

“Lien” means (i) any lien, mortgage, pledge, assignment, hypothec, deed of trust, security interest, charge or encumbrance of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, and any lease in the nature thereof) and any option, trust or other preferential arrangement having the practical effect of any of the foregoing, and (ii) in the case of Securities, any purchase option, call or similar right of a third party with respect to such Securities.

“Loan” means a Tranche A Term Loan, a Tranche A-1 Term Loan, and a Revolving Loan.

“Margin Stock” as defined in Regulation U of the Board of Governors of the Federal Reserve System as in effect from time to time.

“Material Adverse Effect” means a material adverse effect on and/or material adverse developments with respect to (i) the business operations, properties, assets, condition (financial or otherwise) or prospects of Company and its Subsidiaries taken as a whole; (ii) a significant portion of the industry or business segment in which Company or its Subsidiaries operate or rely upon if such effect or development is reasonably likely to have a material adverse

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effect on Company and its Subsidiaries taken as a whole; (iii) the ability of any Credit Party to fully and timely perform its Obligations; (iv) the legality, validity, binding effect, or enforceability against a Credit Party of a Credit Document to which it is a party; (v) the Collateral or the Collateral Agent’s Liens (on behalf of itself and the Secured Parties) on the Collateral or the priority of such Liens; or (vi) the rights, remedies and benefits available to, or conferred upon, any Agent, Borrowing Base Agent, and any Lender or any Secured Party under any Credit Document.

“Material Contract” means, collectively, (a) any contract or other arrangement to which Company or any of its Subsidiaries is a party (other than the Credit Documents) for which breach, nonperformance, cancellation or failure to renew could reasonably be expected to have a Material Adverse Effect and (b) any agreement or instrument evidencing or governing (i) Indebtedness, in an aggregate principal amount of $1,000,000 or more, (ii) each contract or agreement to which Company or any of its Subsidiaries is a party involving aggregate consideration payable to or by Company or such Subsidiary during any calendar year of $1,000,000 or more (other than purchase orders in the ordinary course of the business of Company or such Subsidiary and other than contracts that by their terms may be terminated by Company or such Subsidiary in the ordinary course of its business upon less than 60 days’ notice without penalty or premium), (iii) all Contractor Documents, and (iv) any agreement that the Company files with the SEC as a “Material Contract”.

“Material Improvements” means the buildings, improvements, structures and fixtures now or subsequently located on the Real Estate Assets that are used in connection with the business of Company or any of its Subsidiaries and are material to the operation thereof.

“Material Real Estate Asset” means (i) (a) any fee-owned Real Estate Asset having a fair market value in excess of $500,000 as of any date of determination, and (b) all Leasehold Properties other than those with respect to which the aggregate payments under the term of the lease are less than $2,500,000 per annum, or (ii) any Real Estate Asset that the Requisite Lenders have determined is material to the business, operations, properties, assets, condition (financial or otherwise) or prospects of Company or any Subsidiary thereof, including any listed on Schedule 1.1(a).

“Moody’s” means Moody’s Investor Services, Inc.

“Mortgage” means a Mortgage executed by a Credit Party in favor of the Collateral Agent, for the benefit of the Secured Parties, in form and substance satisfactory to the Collateral Agent, as the same may be amended, supplemented or otherwise modified from time to time.

“Multiemployer Plan” means any Employee Benefit Plan which is a " multiemployer plan ” as defined in Section 3(37) of ERISA or such equivalent plan under non-U.S. law.

“NAIC” means The National Association of Insurance Commissioners, and any successor thereto.

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“Narrative Report” means, with respect to the financial statements for which such narrative report is required, a narrative report describing the operations of Company and its Subsidiaries in the form prepared for presentation to senior management thereof for the applicable month, Fiscal Quarter or Fiscal Year and for the period from the beginning of the then current Fiscal Year to the end of such period to which such financial statements relate with comparison to and variances from the immediately preceding period and budget; provided , that so long as Company files the applicable 10-Q and 10-K reports for the applicable reporting period, such reports shall be deemed to be the “Narrative Report” for such period.

“Net Amount of Eligible Accounts” means (i) in the case of Accounts not purchased by Factor under the Factoring Agreement, the aggregate unpaid invoice amount of Eligible Accounts less, without duplication, sales, excise or similar taxes, returns, discounts, chargebacks, claims, advance payments, credits, rebates and allowances of any nature at any time issued, owing, granted, outstanding, available or claimed with respect to such Eligible Accounts, and (ii) in the case of Accounts purchased by Factor under the Factoring Agreement and sums due under the Factoring Agreement, deductions for factoring charges, discounts, estimated anticipation, chargebacks based upon disputes and returns, chargebacks of department risk accounts purchased with recourse, and all other charges, offsets and reserves under the Factoring Agreement.

“Net Amount of Eligible Foreign Accounts” means the aggregate unpaid invoice amount of Eligible Foreign Accounts less, without duplication, sales, excise or similar taxes, returns, discounts, chargebacks, claims, advance payments, credits, rebates and allowances of any nature at any time issued, owing, granted, outstanding, available or claimed with respect to such Eligible Foreign Accounts.

“Net Asset Sale Proceeds” means, with respect to any Asset Sale, an amount equal to: (i) the sum of Cash payments and Cash Equivalents received by Company or any of its Subsidiaries from such Asset Sale (including any Cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received), minus (ii) any bona fide direct costs incurred in connection with such Asset Sale, including (a) income or gains taxes paid or payable by the seller as a result of any gain recognized in connection with such Asset Sale during the tax period the sale occurs (after taking into account any available tax credits or deductions and any tax-sharing arrangements), (b) payment of the outstanding principal amount of, premium or penalty, if any, and interest on any Indebtedness (other than the Loans) that is secured by a Lien on the stock or assets in question and that is required to be repaid under the terms thereof as a result of such Asset Sale, and (c) a reasonable reserve for any indemnification payments (fixed or contingent) attributable to seller’s indemnities and representations and warranties to purchaser in respect of such Asset Sale undertaken by Company or any of its Subsidiaries in connection with such Asset Sale; provided that upon release of any such reserve, the amount released shall be considered Net Asset Sale Proceeds).

“Net Insurance/Condemnation Proceeds” means an amount equal to: (i) any Cash payments or proceeds received by Company or any of its Subsidiaries (a) under any casualty, business interruption or " key man ” insurance policies in respect of any covered loss thereunder, or (b) as a result of the taking of any assets of Company or any of its Subsidiaries by

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any Person pursuant to the power of eminent domain, condemnation or otherwise, or pursuant to a sale of any such assets to a purchaser with such power under threat of such a taking, minus (ii) (a) any actual and reasonable costs incurred by Company or any of its Subsidiaries in connection with the adjustment or settlement of any claims of Company or such Subsidiary in respect thereof, and (b) any bona fide direct costs incurred in connection with any sale of such assets as referred to in clause (i)(b) of this definition, including income taxes paid or payable as a result of any gain recognized in connection therewith (after taking into account any available tax credits or deductions and any tax-sharing arrangements).

“Net Mark-to-Market Exposure” of a Person means, as of any date of determination, the excess (if any) of all unrealized losses over all unrealized profits of such Person arising from Rate Management Transactions. As used in this definition, “unrealized losses” means the fair market value of the cost to such Person of replacing such Rate Management Transaction as of the date of determination (assuming the Rate Management Transaction were to be terminated as of that date), and “unrealized profits” means the fair market value of the gain to such Person of replacing such Rate Management Transaction as of the date of determination (assuming such Rate Management Transaction were to be terminated as of that date).

“Net Orderly Liquidation Value” means, with respect to Eligible Inventory, as of any date of determination, the net orderly liquidation value thereof, minus deductions for expenses related to any proposed liquidation of such Eligible Inventory, as determined by an independent third party appraiser acceptable to the Agents and the Lenders, taking into account the difference in the net orderly liquidation value between finished goods, raw materials and RMA Inventory.

“Non-U.S. Lender” as defined in Section 2.19(e).

“Note” means a Tranche A Term Loan Note, a Tranche A-1 Term Loan Note or a Revolving Loan Note.

“Notice” means a Funding Notice, an Issuance Notice, or a Conversion/Continuation Notice.

“Obligations” means collectively, the Company Obligations and the SPV Obligations.

“Obligations Currency” as defined in Section 10.26.

“Obligee Guarantor” as defined in Section 7.7.

“Operating Lease Obligations” means all obligations for the payment of rent for any real or personal property under leases or agreements to lease, other than with respect to Capital Leases.

“Organizational Documents” means (i) with respect to any corporation, its certificate or articles of incorporation or organization, as amended, and its by laws, as amended, (ii) with respect to any limited partnership, its certificate of limited partnership, as amended, and

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its partnership agreement, as amended, (iii) with respect to any general partnership, its partnership agreement, as amended, (iv) with respect to any limited liability company, its articles of organization, as amended, and its operating agreement, as amended and (v) with respect to any other type of entity, its corresponding organizational documents. In the event any term or condition of this Agreement or any other Credit Document requires any Organizational Document to be certified by a secretary of state or similar governmental official, the reference to any such " Organizational Document ” shall only be to a document of a type customarily certified by such governmental official.

“Other Taxes” means any and all present or future stamp, registration, recording, filing, transfer, documentary, excise or property Taxes, charges or similar levies arising from any payment made hereunder or under any of the other Credit Documents or from the execution, delivery or enforcement of, or otherwise with respect to or in connection with, any Credit Document.

“Panel Deposit” means a deposit made with a Panel Manufacturer towards the purchase price of Panel Inventory.

“Panel Deposit Agreement ” means an agreement between SPV and a Panel Manufacturer satisfactory to the Collateral Agent pursuant to which SPV agrees to make a Panel Deposit with such Panel Manufacturer for application to the purchase price of Panel Inventory that SPV has ordered from Panel Manufacturer. Each Panel Deposit Agreement in effect on the Closing Date is specified on Schedule 1.1(c) hereto.

“Panel Inventory” means thin-filmed transistor liquid crystal display panels designed for installation into LCD Televisions; provided, however , that, solely for purposes of the definition of the term “Eligible Panel Inventory”, the term “Panel Inventory” shall also include, without duplication, the LCD Televisions manufactured from the panels described above.

" Panel Manufacturer ” means a manufacturer, satisfactory to the Administrative Agent, that produces Panel Inventory for, among others, SPV.

“Participant ” as defined in Section 10.6(h).

“Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA Patriot Act of 2001).

“Payment Office” means (i) with respect to the Borrowing Base Agent, the Borrowing Base Agent’s office located at 300 South Grand Avenue, 12th Floor, Los Angeles, California 90071 or at such other office or offices of the Borrowing Base Agent as may be designated in writing from time to time by the Borrowing Base Agent to the Collateral Agent and the Borrowers and (ii) with respect to the Administrative Agent, the Administrative Agent’s office located at Two Greenwich Plaza, 1st Floor, Greenwich, Connecticut 06830 or at such other office or offices of the Administrative Agent as may be designated in writing from time to time by the Administrative Agent to the Collateral Agent and the Borrowers.

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“PBGC” means the Pension Benefit Guaranty Corporation or any successor thereto and any equivalent entity under non-U.S. law.

“Pension Plan” means any Employee Benefit Plan, other than a Multiemployer Plan, which is subject to Section 412 of the Internal Revenue Code or Section 302 of ERISA, and equivalent plans under non-U.S. law.

“Permitted Acquisition” means any acquisition by Company or any of its wholly owned Subsidiaries, whether by purchase, merger or otherwise, of all or substantially all of the assets of, all of the Capital Stock of, or a business line or unit or a division of, any Person; provided ,

(a) immediately prior to, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom;

(b) all transactions in connection therewith shall be consummated, in all material respects, in accordance with all applicable laws and in conformity with all applicable Governmental Authorizations;

(c) in the case of the acquisition of Capital Stock, all of the Capital Stock (except for any such Securities in the nature of directors’ qualifying shares required pursuant to applicable law) acquired or otherwise issued by such Person or any newly formed Subsidiary of Company in connection with such acquisition shall be owned one hundred percent (100%) by Company or a Guarantor Subsidiary thereof, and Company shall have taken, or caused to be taken, as of the date such Person becomes a Subsidiary of Company, each of the actions set forth in Sections 5.10 and/or 5.11, as applicable;

(d) Company and its Subsidiaries shall be in compliance with the financial covenants set forth in Section 6.7 on a pro forma basis after giving effect to such acquisition as of the last day of the Fiscal Quarter most recently ended, (as determined in accordance with Section 6.7 (j));

(e) Company shall have delivered to Administrative Agent (A) at least 30 Business Days prior to such proposed acquisition, a Compliance Certificate evidencing compliance with Section 6.7 as required under clause (iv) above, together with all relevant financial information with respect to such acquired assets, including the aggregate consideration for such acquisition and any other information required to demonstrate compliance with Section 6.7;

(f) any Person or assets or division as acquired in accordance herewith (y) shall be in same business or lines of business in which Company and/or its Subsidiaries are engaged as of the Closing Date and (z) shall have generated positive cash flow for the four quarter period most recently ended prior to the date of such acquisition;

(g) the acquisition shall have been approved by the board of directors or other governing body or controlling Person of the Person acquired or the Person from whom such assets or division is acquired; and

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(h) as of the date of the acquisition, the chief executive officer or the chief financial officer of Company shall provide a certificate to Administrative Agent and the Lenders certifying as to the matters set forth in the foregoing clauses and further certifying that the acquisition shall not have a Material Adverse Effect.

“Permitted Liens” means each of the Liens permitted pursuant to Section 6.2.

“Person” means and includes natural persons, corporations, limited partnerships, general partnerships, limited liability companies, limited liability partnerships, joint stock companies, Joint Ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other organizations, whether or not legal entities, and Governmental Authorities.

“Platform” as defined in Section 9.9(b).

“Pledge and Security Agreement” means the Pledge and Security Agreement to be executed by each Borrower and each Guarantor substantially in the form of Exhibit I, as it may be amended, supplemented or otherwise modified from time to time.

“Prepayment Date” as defined in Section 2.14(c).

“Prime Rate” means the rate of interest publicly announced by the Reference Bank in New York, New York from time to time as its reference rate, base rate or prime rate. The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer. Any Agent, Borrowing Base Agent or any other Lender may make commercial loans or other loans at rates of interest at, above or below the Prime Rate.

“Principal Office” means, for each of Administrative Agent, Issuing Bank and Borrowing Base Agent, such Person’s " Principal Office ” as set forth on Appendix B, or such other office as such Person may from time to time designate in writing to Company, Administrative Agent and each Lender.

“Projections” as defined in Section 4.8.

“Pro Rata Share” means (i) with respect to all payments, computations and other matters relating to the Tranche A Term Loan of any Lender, the percentage obtained by dividing (a) the Tranche A Term Loan Exposure of that Lender, by (b) the aggregate Tranche A Term Loan Exposure of all Lenders; (ii) with respect to all payments, computations and other matters relating to the Tranche A-1 Term Loan of any Lender, the percentage obtained by dividing (a) the Tranche A-1 Term Loan Exposure of that Lender, by (b) the aggregate Tranche A-1 Term Loan Exposure of all Lenders; and (iii) with respect to all payments, computations and other matters relating to the Revolving Commitment or Revolving Loans of any Lender or any Letters of Credit issued or participations purchased therein by any Lender, the percentage obtained by dividing (a) the Revolving Exposure of that Lender, by (b) the aggregate Revolving Exposure of all Lenders. For all other purposes with respect to each Lender, “ Pro Rata Share ” means the percentage obtained by dividing (A) an amount equal to the sum of the Tranche A Term Loan Exposure, the Tranche A-1 Term Loan Exposure and the Revolving Exposure of that Lender, by

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(B) an amount equal to the sum of the aggregate Tranche A Term Loan Exposure, the aggregate Tranche A-1 Term Loan Exposure and the aggregate Revolving Exposure of all Lenders.

“Rate Management Transaction” means any transaction (including an agreement with respect thereto) now existing or hereafter entered by any Credit Party which is a rate swap, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, forward transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of these transactions) or any combination thereof, whether linked to one or more interest rates, foreign currencies, commodity prices, equity prices or other financial measures; provided , that, in order to qualify as a Rate Management Transaction under this Agreement for any purpose other than the definition of the term “Indebtedness”, any such transaction shall be entered into for risk management purposes associated with Company’s and its Subsidiaries’ operations and not for speculative purposes.

“Real Estate Asset” means, at any time of determination, any interest (fee, leasehold or otherwise) then owned by any Credit Party in any real property.

“Record Document” means, with respect to any Leasehold Property, (i) the lease evidencing such Leasehold Property or a memorandum thereof, executed and acknowledged by the owner of the affected real property, as lessor, or (ii) if such Leasehold Property was acquired or subleased from the holder of a Recorded Leasehold Interest, the applicable assignment or sublease document, executed and acknowledged by such holder, in each case in form sufficient to give such constructive notice upon recordation and otherwise in form reasonably satisfactory to Collateral Agent.

“Recorded Leasehold Interest” means a Leasehold Property with respect to which a Record Document has been recorded in all places necessary or desirable, in Administrative Agent’s reasonable judgment, to give constructive notice of such Leasehold Property to third-party purchasers and encumbrances of the affected real property.

“Reference Bank” means JPMorgan Chase Bank and its successors and any other commercial bank designated by Administrative Agent to the Applicable Borrower from time to time.

“Refusal Option” as defined in Section 2.14(c).

“Regulation D” means Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time.

“Reimbursement Date” as defined in Section 2.3(d).

“Related Fund” means, with respect to any Lender that is an investment fund, any other investment fund that invests in commercial loans and that is managed or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisor. With respect to Silver Point, Related Fund shall also include any swap, special purpose vehicles

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purchasing or acquiring security interests in collateralized loan obligations or any other vehicle through which Silver Point may leverage its investments from time to time.

“Release” means any release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping, leaching or migration of any Hazardous Material into the indoor or outdoor environment (including the abandonment or disposal of any barrels, containers or other closed receptacles containing any Hazardous Material), including the movement of any Hazardous Material through the air, soil, surface water or groundwater.

“Remedial Action” means all actions taken to (i) clean up, remove, remediate, contain, treat, monitor, assess, evaluate or in any other way address Hazardous Materials in the indoor or outdoor environment; (ii) prevent or minimize a Release or threatened Release of Hazardous Materials so they do not migrate or endanger or threaten to endanger public health or welfare or the indoor or outdoor environment; (iii) perform pre-remedial studies and investigations and post-remedial operation and maintenance activities; or (iv) any other actions authorized by 42 U.S.C. 9601.

“Replacement Lender” as defined in Section 2.22.

“Requisite Class Lenders” means, at any time of determination, but subject to the provisions of Section 2.21, (i) for the Class of Lenders having Tranche A Term Loan Exposure and/or Tranche A-1 Term Loan Exposure, Lenders holding more than fifty percent (50%) of sum of the aggregate Tranche A Term Loan Exposure of all Lenders and the aggregate Tranche A-1 Term Loan Exposure of all Lenders; and (ii) for the Class of Lenders having Revolving Exposure, Lenders holding more than fifty percent (50%) of the aggregate Revolving Exposure of all Lenders.

“Requisite Lenders” means Requisite Class Lenders with respect to each of (i) the Class of Lenders having Tranche A Term Loan Exposure and/or Tranche A-1 Term Loan Exposure; and (ii) the Class of Lenders having Revolving Exposure.

“Restricted Junior Payment” means (i) any dividend or other distribution, direct or indirect, on account of any shares of any class of stock of Company or any of its Subsidiaries now or hereafter outstanding, except a dividend payable solely in shares of that class of stock to the holders of that class; (ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of stock of Company or any of its Subsidiaries now or hereafter outstanding; (iii) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of stock of Company or any of its Subsidiaries now or hereafter outstanding; (iv) any management or similar fees payable to any Affiliate of any Credit Party, and (v) any payment or prepayment of principal of, premium, if any, or interest on, or redemption, purchase, retirement, defeasance (including in-substance or legal defeasance), sinking fund or similar payment with respect to, any subordinated Indebtedness.

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“Revenues” means, for any period, the gross revenues of Company and its Subsidiaries generated from sales to Account Debtors located in the United States, on a consolidated basis, calculated in accordance with GAAP.

“Revolving Commitment” means the commitment of a Lender to make or otherwise fund any Revolving Loan and to acquire participations in Letters of Credit and “ Revolving Commitments ” means such commitments of all Lenders in the aggregate. The amount of each Lender’s Revolving Commitment, if any, is set forth on Appendix A-3 or in the applicable Assignment Agreement, subject to any adjustment or reduction pursuant to the terms and conditions hereof. The aggregate amount of the Revolving Commitments as of the Closing Date is $100,000,000.

“Revolving Commitment Period” means the period from the Closing Date to but excluding the Revolving Commitment Termination Date.

“Revolving Commitment Termination Date” means the earliest to occur of (i) October 31, 2007, if the Term Loans are not made on or before that date; (ii) October 26, 2012; (iii) the date the Revolving Commitments are permanently reduced to zero pursuant to Section 2.12(b) or 2.13; and (iv) the date of the termination of the Revolving Commitments pursuant to Section 8.1.

“Revolving Exposure” means, with respect to any Lender as of any date of determination, (i) prior to the termination of the Revolving Commitments, that Lender’s Revolving Commitment; and (ii) after the termination of the Revolving Commitments, the sum, without duplication, of (a) the aggregate outstanding principal amount of the Revolving Loans of that Lender and (b) the aggregate amount of all participations by that Lender in obligations of Administrative Agent in respect of any L/C Funding Support.

“Revolving Loan” means a Loan made by a Lender to Company pursuant to Section 2.2(a) and/or Section 2.22.

“Revolving Loan Note” means a promissory note in the form of Exhibit B-3, as it may be amended, supplemented or otherwise modified from time to time.

“Revolving Loan Register” as defined in Section 2.6(b).

" RMA Inventory” means merchandise returned to a Credit Party from customers.

“S&P” means Standard & Poor’s Ratings Group, a division of The McGraw Hill Corporation.

“SCHOT” means South China House of Technology Consultants Ltd., a company formed under the laws of Hong Kong.

“Secured Parties” means the Agents, Borrowing Base Agent and the Lenders.

“Securities” means any stock, shares, partnership interests, voting trust certificates, certificates of interest or participation in any profit-sharing agreement or

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arrangement, options, warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as " securities ” or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing.

“Securities Act” means the Securities Act of 1933, as amended from time to time, and any successor statute.

“Securities Laws” means the Securities Act, the Exchange Act, Sarbanes-Oxley Act of 2002 and the applicable accounting and auditing principles, rules, standards and practices promulgated, approved or incorporated by the Securities and Exchange Commission or the Public Company Accounting Oversight Board, as each of the foregoing may be amended and in effect on any applicable date hereunder.

“Silver Point” as defined in the preamble hereto.

“Solvency Certificate” means a Solvency Certificate of the chief financial officer of Company substantially in the form of Exhibit G-2.

“Solvent” means, with respect to any Credit Party, that as of the date of determination, both (i) (a) the sum of such Credit Party’s debt and liabilities (including contingent liabilities) does not exceed the present fair saleable value of such Credit Party’s present assets; (b) such Credit Party’s capital is not unreasonably small in relation to its business as contemplated on the Closing Date and reflected in the Projections or with respect to any transaction contemplated or undertaken after the Closing Date; and (c) such Person has not incurred and does not intend to incur, or believe (nor should it reasonably believe) that it will incur, debts beyond its ability to pay such debts as they become due (whether at maturity or otherwise); and (ii) such Person is " solvent ” within the meaning given that term and similar terms under applicable laws relating to fraudulent transfers and conveyances. For purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5).

“SPC” as defined in Section 10.7.

“Specified Account Debtor” means each of SCHOT and Olevia Far East, in each case, so long as, at the time of determination thereof, such Person owes $10,000,000 or more in the aggregate to any one or more of the Credit Parties.

“Specified Party” means each of (i) Taiwan Kolin Co. Ltd., (ii) DigiMedia Technology Co., Ltd. and (iii) TCV Group.

“Specified Preferred Bank Indebtedness” as defined in Section 6.1.

“SPV” as defined in the preamble hereto.

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“SPV Obligations” means all liabilities and obligations of every nature of SPV from time to time owed to the Agents (including former Agents), the Lenders or any of them under any Credit Document in respect of the Tranche A-1 Term Loan, whether for principal, interest (including interest which, but for the filing of a petition in bankruptcy with respect to SPV, would have accrued on any such Obligation, whether or not a claim is allowed against SPV for such interest in the related bankruptcy proceeding), fees, expenses, indemnification or otherwise and whether primary, secondary, direct, indirect, contingent, fixed or otherwise (including obligations of performance).

“Subject Transaction” as defined in Section 6.7.

“Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company, association, joint venture or other business entity of which more than fifty percent (50%) of the total voting power of shares of stock or other ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Person or Persons (whether directors, managers, trustees or other Persons performing similar functions) having the power to direct or cause the direction of the management and policies thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof; provided , that, in determining the percentage of ownership interests of any Person controlled by another Person, no ownership interest in the nature of a " qualifying share ” of the former Person shall be deemed to be outstanding.

“Tax” means any present or future tax, levy, impost, duty, assessment, charge, fee, deduction or withholding of any nature and whatever called, by whomsoever, on whomsoever and wherever imposed, levied, collected, withheld or assessed; (including, without limitation, real estate taxes); provided , that “ Tax on the overall net income ” of a Person shall be construed as a reference to a tax imposed by the jurisdiction in which that Person is organized or in which that Person’s applicable principal office (and/or, in the case of a Lender, its lending office) is located or in which that Person (and/or, in the case of a Lender, its lending office) is deemed to be doing business (other than a jurisdiction in which such Person is treated as doing business as a result of its entering into any Credit Document or its participation in the transactions governed thereby) on all or part of the net income, profits or gains (whether worldwide, or only insofar as such income, profits or gains are considered to arise in or to relate to a particular jurisdiction, or otherwise) of that Person (and/or, in the case of a Lender, its applicable lending office).

“Tax-Related Person” means a Person (including a beneficial owner of an interest in a pass-through entity) whose income is realized through or determined by reference to an Agent, a Lender or Participant or any Tax Related Person of any of the foregoing.

“Term Loan” means a Tranche A Term Loan or a Tranche A-1 Term Loan.

“Term Loan Commitment” means the Tranche A Term Loan Commitment, or the Tranche A-1 Term Loan Commitment, and “Term Loan Commitments” means such commitments of all Lenders.

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“Term Loan Maturity Date” means the Tranche A Term Loan Maturity Date and the Tranche A-1 Term Loan Maturity Date.

“Term Loan Register ” as defined in Section 2.6(b).

“Terminated Lender” as defined in Section 2.22.

“Terrorism Laws ” means any of the following (a) Executive Order 13224 issued by the President of the United States, (b) the Terrorism Sanctions Regulations (Title 31 Part 595 of the U.S. Code of Federal Regulations), (c) the Terrorism List Governments Sanctions Regulations (Title 31 Part 596 of the U.S. Code of Federal Regulations), (d) the Foreign Terrorist Organizations Sanctions Regulations (Title 31 Part 597 of the U.S. Code of Federal Regulations), (e) the Patriot Act (as it may be subsequently codified), (f) all other present and future legal requirements of any Governmental Authority addressing, relating to, or attempting to eliminate, terrorist acts and acts of war and (g) any regulations promulgated pursuant thereto or pursuant to any legal requirements of any Governmental Authority governing terrorist acts or acts of war.

“Title Policy” as defined in Section 5.11.

“Tooling Expenditures” means expenditures in respect of jigs, dies, fixtures, molds, patterns, taps, gauges, other equipment and manufacturing aids, all components of these items, and replacements of these items, used for the production of parts and components of Inventory of the Credit Parties.

“Total Utilization of Revolving Commitments” means, as at any date of determination and without duplication, the sum of (i) the aggregate principal amount of all outstanding Revolving Loans (other than Revolving Loans made for the purpose of reimbursing Issuing Bank for any amount drawn, or which may be drawn, under any Letter of Credit, but not yet so applied), and (ii) the Letter of Credit Usage.

“Tranche A Term Loan” means a Tranche A Term Loan made by a Lender to Company pursuant to Section 2.1(a)(i).

“Tranche A Term Loan Commitment” means the commitment of a Lender to make or otherwise fund a Tranche A Term Loan and “Tranche A Term Loan Commitments” means such commitments of all Lenders in the aggregate. The amount of each Lender’s Tranche A Term Loan Commitment, if any, is set forth on Appendix A 1 or in the applicable Assignment Agreement, subject to any adjustment or reduction pursuant to the terms and conditions hereof. The aggregate amount of the Tranche A Term Loan Commitments as of the Closing Date is $110,000,000.

“Tranche A Term Loan Exposure” means, with respect to any Lender, as of any date of determination, the outstanding principal amount of the Tranche A Term Loans of such Lender; provided , that at any time prior to the making of the Tranche A Term Loans, the Tranche A Term Loan Exposure of any Lender shall be equal to such Lender’s Tranche A Term Loan Commitment.

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“Tranche A Term Loan Maturity Date” means the earlier of (i) October 26, 2012, and (ii) the date that all Tranche A Term Loans shall become due and payable in full hereunder, whether by acceleration or otherwise.

“Tranche A Term Loan Note” means a promissory note in the form of Exhibit B-1, as it may be amended, restated, supplemented or otherwise modified from time to time.

“Tranche A-1 Term Loan” means a Tranche A-1 Term Loan made by a Lender to SPV pursuant to Section 2.1(a)(ii).

“Tranche A-1 Term Loan Commitment” means the commitment of a Lender to make or otherwise fund a Tranche A-1 Term Loan and “Tranche A-1 Term Loan Commitments” means such commitments of all Lenders in the aggregate. The amount of each Lender’s Tranche A-1 Term Loan Commitment, if any, is set forth on Appendix A 2 or in the applicable Assignment Agreement, subject to any adjustment or reduction pursuant to the terms and conditions hereof. The aggregate amount of the Tranche A-1 Term Loan Commitments as of the Closing Date is $40,000,000.

“Tranche A-1 Term Loan Exposure” means, with respect to any Lender, as of any date of determination, the outstanding principal amount of the Tranche A-1 Term Loans of such Lender; provided , that at any time prior to the making of the Tranche A-1 Term Loans, the Tranche A-1 Term Loan Exposure of any Lender shall be equal to such Lender’s Tranche A-1 Term Loan Commitment.

“Tranche A-1 Term Loan Maturity Date” means the earlier of (i) October 26, 2012, and (ii) the date that all Tranche A-1 Term Loans shall become due and payable in full hereunder, whether by acceleration or otherwise.

“Tranche A-1 Term Loan Note” means a promissory note in the form of Exhibit B-2, as it may be amended, restated, supplemented or otherwise modified from time to time.

“Transaction Costs” means the fees, costs and expenses payable by Company or any of Company’s Subsidiaries on or before the Closing Date in connection with the transactions contemplated by the Credit Documents.

“Type of Loan” means with respect to either Term Loans or Revolving Loans, a Base Rate Loan or a LIBOR Rate Loan.

“UCC” means the Uniform Commercial Code (or any similar or equivalent legislation) as in effect in any applicable jurisdiction.

“Unadjusted LIBOR Rate Component” means that component of the interest costs to the Applicable Borrower in respect of a LIBOR Rate Loan that is based upon the rate obtained pursuant to clause (B)(i) of the definition of Adjusted LIBOR Rate.

“Waivable Prepayment” as defined in Section 2.14(c).

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1.2 Accounting Terms. Except as otherwise expressly provided herein, all accounting terms not otherwise defined herein shall have the meanings assigned to them in conformity with GAAP. Financial statements and other information required to be delivered by Company to Lenders pursuant to Section 5.1(a), 5.1(b) and 5.1(c) shall be prepared in accordance with GAAP as in effect at the time of such preparation (and delivered together with the reconciliation statements provided for in Section 5.1(e), if applicable). Subject to the foregoing, calculations in connection with the definitions, covenants and other provisions hereof shall utilize accounting principles and policies in conformity with those used to prepare the Historical Financial Statements.

1.3 Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. The use in any Credit Document of the words “include” or “including,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not no limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The use herein of the word “issue” or “issuance” with respect to any Letter of Credit shall be deemed to include any amendment, extension renewal or replacement thereof.

SECTION 2. LOANS AND LETTERS OF CREDIT

2.1 Term Loans.

(a) Loan Commitments . Subject to the terms and conditions hereof,

(i) each Lender severally agrees to make, on the Closing Date, a Tranche A Term Loan to Company in an amount equal to such Lender’s Tranche A Term Loan Commitment; and

(ii) each Lender severally agrees to make, on the Closing Date, Tranche A-1 Term Loan to SPV in an amount equal to such Lender’s Tranche A-1 Term Loan Commitment.

The Applicable Borrowers may make only one borrowing under each of the Tranche A Term Loan Commitment and the Tranche A-1 Term Loan Commitment which shall be on the Closing Date. The aggregate principal amount of Term Loans borrowed by the Borrowers on the Closing Date must be $150,000,000. Any amount borrowed under this Section 2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.11 and 2.12, all amounts owed hereunder with respect to the Tranche A Term Loans and the Tranche A-1 Term Loans shall be paid in full no later than the Tranche A Term Loan Maturity Date and the Tranche A-1 Term Loan Maturity Date, respectively. Each Lender’s Tranche A Term Loan Commitment and Tranche A-1 Term Loan Commitment shall terminate immediately and without

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further action on the Closing Date after giving effect to the funding of such Lender’s Tranche A Term Loan Commitment and Tranche A-1 Term Loan Commitment, if any, on such date.

(b) Borrowing Mechanics for Term Loans .

(i) The Applicable Borrower shall deliver to Administrative Agent a fully executed Funding Notice no later than 11 a.m. (New York time) on the Closing Date. Promptly upon receipt by Administrative Agent of such Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing. Administrative Agent and Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by Administrative Agent in good faith to be from the Applicable Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Applicable Borrower to Administrative Agent). Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Term Loan on behalf of the Applicable Borrower until Administrative Agent receives written notice to the contrary. Administrative Agent and Lenders shall have no duty to verify the authenticity of the signature appearing on any written Funding Notice.

(ii) Each Lender shall make its Tranche A Term Loan and/or Tranche A-1 Term Loan, as the case may be, available to Administrative Agent not later than 12:00 p.m. (New York City time) on the Closing Date, by wire transfer of same day funds in Dollars, to Administrative Agent’s Account. Upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of the Term Loans available to the Applicable Borrower on the Closing Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders with a Tranche Term Loan A Commitment or a Tranche A-1 Term Loan Commitment, as applicable, to be credited to the account designated by the Applicable Borrower in the Flow of Funds Agreement.

2.2 Revolving Loans.

(a) Revolving Commitment . During the Revolving Commitment Period, subject to the terms and conditions hereof, each Lender severally agrees to make Revolving Loans to Company in an aggregate amount up to but not exceeding such Lender’s Revolving Commitment; provided, that after giving effect to the making of any Revolving Loans in no event shall the Total Utilization of Revolving Commitments exceed Availability at such time. Amounts borrowed pursuant to this Section 2.2(a) may be repaid and reborrowed during the Revolving Commitment Period. Each Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Commitments shall be paid in full no later than such date.

(b) Borrowing Mechanics for Revolving Loans .

(i) Revolving Loans that are Base Rate Loans shall be made in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of

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that amount, and Revolving Loans that are LIBOR Rate Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount.

(ii) Whenever Company desires that Lenders make Revolving Loans, Company shall deliver to Borrowing Base Agent a fully executed and delivered Funding Notice no later than 10:00 a.m. (New York City time) at least three Business Days in advance of the proposed Credit Date in the case of a LIBOR Rate Loan, and at least one Business Day in advance of the proposed Credit Date in the case of a Revolving Loan that is a Base Rate Loan. Except as otherwise provided herein, a Funding Notice for a Revolving Loan that is a LIBOR Rate Loan shall be irrevocable when given, and Company shall be bound to make a borrowing in accordance therewith. Borrowing Base Agent and Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by Borrowing Base Agent in good faith to be from Company (or from any Authorized Officer thereof designated in writing purportedly from Company to Borrowing Base Agent). Borrowing Base Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Revolving Loan on behalf of Company until Borrowing Base Agent receives written notice to the contrary. Borrowing Base Agent and Lenders shall have no duty to verify the authenticity of the signature appearing on any written Funding Notice.

(iii) Notice of receipt of each Funding Notice in respect of Revolving Loans, together with the amount of each Lender’s Pro Rata Share thereof, if any, together with the applicable interest rate, shall be provided by Borrowing Base Agent to each applicable Lender with a Revolving Commitment by telefacsimile with reasonable promptness, but (provided that Borrowing Base Agent shall have received such notice by 10:00 a.m. (New York City time)) not later than 2:00 p.m. (New York City time) on the same day as Borrowing Base Agent’s receipt of such Notice from Company.

(iv) Each Lender shall make the amount of its Revolving Loan available to Borrowing Base Agent not later than 12:00 p.m. (New York City time) on the applicable Credit Date by wire transfer of same day funds in Dollars, to Borrowing Base Agent’s Account. Except as provided herein, upon satisfaction or waiver of the conditions precedent specified herein, Borrowing Base Agent shall make the proceeds of such Revolving Loans available to Company on the applicable Credit Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Revolving Loans received by Borrowing Base Agent from Lenders to be credited to the account of Company or such other account as may be designated in writing to Borrowing Base Agent by Company.

2.3 Issuance of Letters of Credit and Purchase of Participations Therein

(a) Letters of Credit . During the Revolving Commitment Period, subject to the terms and conditions hereof, Issuing Bank agrees to issue Letters of Credit for the account of Company in the aggregate amount up to but not exceeding the Letter of Credit Sublimit. Notwithstanding the foregoing, a Letter of Credit shall be issued only if (and upon issuance Company shall be deemed to represent and warrant that) (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than an amount acceptable to Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Total Utilization of Revolving Commitments exceed Availability at such time; (iv) after giving

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effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) the date that is thirty (30) days prior to the Revolving Commitment Termination Date, and (2) the date which is one year from the date of issuance of such standby Letter of Credit; and (vi) the aggregate number of Letters of Credit outstanding at such time is not in excess of ten (10); provided , Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time Issuing Bank must elect to allow such extension; provided , further , in the event a Funding Default exists, Issuing Bank shall not be required to issue any Letter of Credit unless Issuing Bank has entered into arrangements satisfactory to it and Company to eliminate Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage.

(b) Notice of Issuance . Whenever Company desires the issuance of a Letter of Credit, it shall deliver to Borrowing Base Agent an Issuance Notice no later than 12:00 p.m. (New York City time) at least three (3) Business Days, in advance of the proposed date of issuance. Upon satisfaction or waiver of the conditions set forth in Section 3.2, Issuing Bank shall issue the requested Letter of Credit only in accordance with Issuing Bank’s standard operating procedures. Upon the issuance of any Letter of Credit or amendment or modification to a Letter of Credit, Borrowing Base Agent shall promptly notify each Lender of such issuance, which notice shall be accompanied by a copy of such Letter of Credit or amendment or modification to a Letter of Credit and the amount of such Lender’s respective participation in such Letter of Credit pursuant to Section 2.3(e).

(c) Responsibility of Issuing Bank With Respect to Requests for Drawings and Payments . In determining whether to honor any drawing under any Letter of Credit by the beneficiary thereof, Issuing Bank shall be responsible only to examine the documents delivered under such Letter of Credit with reasonable care so as to ascertain whether they appear on their face to be in accordance with the terms and conditions of such Letter of Credit. As between Company and Issuing Bank, Company assumes all risks of the acts and omissions of, or misuse of the Letters of Credit issued by Issuing Bank, by the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, Issuing Bank shall not be responsible for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) failure of the beneficiary of any such Letter of Credit to comply fully with any conditions required in order to draw upon such Letter of Credit; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (vii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (viii) any consequences arising from causes beyond the control of Issuing Bank, including any Governmental Acts; none of the above shall affect or impair, or prevent the vesting

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of, any of Issuing Bank’s rights or powers hereunder. Without limiting the foregoing and in furtherance thereof, any action taken or omitted by Issuing Bank under or in connection with the Letters of Credit or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall not give rise to any liability on the part of Issuing Bank to Company. Notwithstanding anything to the contrary contained in this Section 2.3(c), Company shall retain any and all rights it may have against Issuing Bank for any liability arising solely out of the gross negligence or willful misconduct of Issuing Bank.

(d) Reimbursement by Company of Amounts Drawn or Paid Under Letters of Credit . In the event Issuing Bank has determined to honor a drawing under a Letter of Credit, it shall immediately notify Company and Borrowing Base Agent, and Company shall reimburse Issuing Bank on or before the Business Day immediately following the date on which such drawing under a Letter of Credit is honored (the “ Reimbursement Date ”) in an amount in Dollars and in same day funds equal to the amount of such honored drawing; provided , that anything contained herein to the contrary notwithstanding, (i) unless Company shall have notified Borrowing Base Agent and Issuing Bank prior to 10:00 a.m. (New York City time) on the date such drawing is honored that Company intends to reimburse Issuing Bank for the amount of such honored drawing with funds other than the proceeds of Revolving Loans, Company shall be deemed to have given a timely Funding Notice to Borrowing Base Agent requesting Lenders to make Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars equal to the amount of such honored drawing, and (ii) notwithstanding any failure of any condition specified in Section 3.2 to be satisfied, Lenders shall, on the Reimbursement Date, make Revolving Loans that are Base Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by Borrowing Base Agent to reimburse Issuing Bank for the amount of such honored drawing; and provided further , if for any reason proceeds of Revolving Loans are not received by Issuing Bank on the Reimbursement Date in an amount equal to the amount of such honored drawing, Company shall reimburse Issuing Bank, on demand, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Revolving Loans, if any, which are so received. Nothing in this Section 2.3(d) shall be deemed to relieve any Lender from its obligation to make Revolving Loans on the terms and conditions set forth herein, and Company shall retain any and all rights it may have against any Lender resulting from the failure of such Lender to make such Revolving Loans under this Section 2.3(d).

(e) Lenders’ Purchase of Participations in Letters of Credit . Immediately upon the issuance of each Letter of Credit, each Lender having a Revolving Commitment shall be deemed to have purchased, and hereby agrees to unconditionally and irrevocably purchase, from Issuing Bank a participation in such Letter of Credit and any drawings honored thereunder in an amount equal to such Lender’s Pro Rata Share (with respect to the Revolving Commitments) of the maximum amount which is or at any time may become available to be drawn thereunder. In the event that Company shall fail for any reason to reimburse Issuing Bank as provided in Section 2.3(d), Issuing Bank shall promptly notify each Lender of the unreimbursed amount of such honored drawing and of such Lender’s respective participation therein based on such Lender’s Pro Rata Share of the Revolving Commitments. Each Lender shall make available to Issuing Bank an amount equal to its respective participation, in Dollars and in same day funds, at the office of Issuing Bank specified in such notice, not later than 12:00 p.m. (New York City time) on the first business day (under the laws of the jurisdiction in which

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such office of Issuing Bank is located) after the date notified by Issuing Bank. Each such Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. In the event that any Lender fails to make available to Issuing Bank on such business day the amount of such Lender’s participation in such Letter of Credit as provided in this Section 2.3(e), Issuing Bank shall be entitled to recover such amount on demand from such Lender together with interest thereon for three (3) Business Days at the rate customarily used by Issuing Bank for the correction of errors among banks and thereafter at the Base Rate. Nothing in this Section 2.3(e) shall be deemed to prejudice the right of any Lender to recover from Issuing Bank any amounts made available by such Lender to Issuing Bank pursuant to this Section in the event that it is determined that the payment with respect to a Letter of Credit in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of Issuing Bank. In the event Issuing Bank shall have been reimbursed by other Lenders pursuant to this Section 2.3(e) for all or any portion of any drawing honored by Issuing Bank under a Letter of Credit, such Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under this Section 2.3(e) with respect to such honored drawing such Lender’s Pro Rata Share of all payments subsequently received by Issuing Bank from Company in reimbursement of such honored drawing when such payments are received. Any such distribution shall be made to a Lender at its primary address set forth below its name on Appendix B or at such other address as such Lender may request.

(f) Obligations Absolute . The obligation of Company to reimburse Issuing Bank for drawings honored under the Letters of Credit issued by it and to repay any Revolving Loans made by Lenders pursuant to Section 2.3(d) and the obligations of Lenders under Section 2.3(e) shall be unconditional and irrevocable and shall be paid strictly in accordance with the terms hereof under all circumstances including any of the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit; (ii) the existence of any claim, set off, defense or other right which Company or any Lender may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting), Issuing Bank, Lender or any other Person or, in the case of a Lender, against Company, whether in connection herewith, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between Company or one of its Subsidiaries and the beneficiary for which any Letter of Credit was procured); (iii) any draft or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) payment by Issuing Bank under any Letter of Credit against presentation of a draft or other document which does not substantially comply with the terms of such Letter of Credit; (v) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of Company or any of its Subsidiaries; (vi) any breach hereof or any other Credit Document by any party thereto; (vii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing; or (viii) the fact that an Event of Default or a Default shall have occurred and be continuing; provided, in each case, the foregoing shall not be construed to excuse the Issuing Bank from liabilities to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by Company to the extent

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permitted by applicable law) suffered by Company that are caused by Issuing Bank’s gross negligence or willful misconduct of Issuing Bank in payment of the applicable Letter of Credit under the circumstances in question.

(g) Indemnification . Without duplication of any obligation of Company under Section 10.2 or 10.3, in addition to amounts payable as provided herein, Company hereby agrees to protect, indemnify, pay and save harmless Issuing Bank, Borrowing Base Agent and each Lender from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable fees, expenses and disbursements of counsel and allocated costs of internal counsel) which Issuing Bank may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit by Issuing Bank, other than as a result of the gross negligence or willful misconduct of Issuing Bank, or (ii) the failure of Issuing Bank to honor a drawing under any such Letter of Credit as a result of any Governmental Act.

2.4 Pro Rata Shares; Availability of Funds.

(a) Pro Rata Shares . All Loans shall be made, and all participations purchased, by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required hereby nor shall any Term Loan Commitment or any Revolving Commitment of any Lender be increased or decreased as a result of a default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required hereby.

(b) Availability of Funds . Unless Borrowing Base Agent or Administrative Agent, as applicable, shall have been notified by any Lender prior to the applicable Credit Date that such Lender does not intend to make available to Borrowing Base Agent or Administrative Agent, as applicable, the amount of such Lender’s Loan requested on such Credit Date, Borrowing Base Agent or Administrative Agent, as applicable, may assume that such Lender has made such amount available to Borrowing Base Agent or Administrative Agent, as applicable, on such Credit Date and Borrowing Base Agent or Administrative Agent, as applicable, may, in its reasonable discretion, but shall not be obligated to, make available to the Applicable Borrower a corresponding amount on such Credit Date. If such corresponding amount is not in fact made available to Borrowing Base Agent or Administrative Agent, as applicable, by such Lender, Borrowing Base Agent or Administrative Agent, as applicable, shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Credit Date until the date such amount is paid to Borrowing Base Agent or Administrative Agent, as applicable, at the customary rate set by Borrowing Base Agent and Administrative Agent, as applicable, for the correction of errors among banks for three (3) Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Borrowing Base Agent’s or Administrative Agent’s, as applicable, demand therefor, Borrowing Base Agent or Administrative Agent, as applicable, shall promptly notify the Applicable Borrower and the Applicable Borrower shall immediately pay such corresponding amount to Borrowing Base Agent or Administrative Agent, as applicable, together with interest thereon, for each day from such Credit Date until the date such amount is paid to Borrowing Base Agent or Administrative Agent, as applicable, at the rate payable hereunder for

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Base Rate Loans. Nothing in this Section 2.4(b) shall be deemed to relieve any Lender from its obligation to fulfill its Term Loan Commitments and Revolving Commitments hereunder or to prejudice any rights that any Borrower may have against any Lender as a result of any default by such Lender hereunder.

2.5 Use of Proceeds. The proceeds of the Tranche A Term Loans and the Revolving Loans, if any, made on the Closing Date shall be applied by Company to (i) repay the Existing Indebtedness, (ii) finance the general corporate purposes of the Company and its Subsidiaries (including the payment of those items specified in the Flow of Funds Agreement), and (iii) pay fees and expenses associated with the transactions contemplated by this Agreement and the refinancing of the Existing Indebtedness. The proceeds of the Tranche A-1 Term Loans shall be applied by SPV to finance the acquisition by SPV of $40 million of Panel Inventory in accordance with the terms of the Panel Deposit Agreements. The proceeds of the Revolving Loans, and the Letters of Credit made after the Closing Date shall be applied by Company for working capital and general corporate purposes of Company and its Subsidiaries; provided , that (i) in no event shall the proceeds of any Revolving Loans be used to make or facilitate any Investment or Restricted Junior Payment not otherwise permitted hereunder; and (ii) in the event that the Credit Parties desire to purchase any Panel Inventory with the proceeds of any Revolving Loans, the proceeds of any such Loans shall be loaned by Company to SPV, and such Panel Inventory shall be purchased solely by SPV. No portion of the proceeds of any Credit Extension shall be used in any manner that causes or might cause such Credit Extension or the application of such proceeds to violate Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System or any other regulation thereof or to violate the Exchange Act.

2.6 Evidence of Debt; Register; Lenders’ Books and Records; Notes.

(a) Lenders’ Evidence of Debt . Each Lender shall maintain on its internal records an account or accounts evidencing the Obligations of the Applicable Borrower to such Lender, including the amounts of the Loans made by it and each repayment and prepayment in respect thereof. Any such recordation shall be conclusive and binding on the Applicable Borrower, absent manifest error; provided, that the failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitments or the Applicable Borrower’s Obligations in respect of any applicable Loans; and provided further that, in the event of any inconsistency between the Registers and any Lender’s records, the recordations in the Register shall govern.

(b) Register . Borrowing Base Agent shall maintain at its Principal Office a register for the recordation of the names and addresses of Lenders and the Revolving Commitments and Revolving Loans of each Lender from time to time (the “Revolving Loan Register” ). Administrative Agent shall maintain at its Principal Office a register for the recordation of the names and addresses of Lenders and the Tranche A Term Loans and Tranche A-1 Term Loans of each Lender from time to time (the “Term Loan Register” and together with the Revolving Loan Register, collectively, the “Registers” ). The Registers shall be available for inspection by Borrowers or any Lender at any reasonable time and from time to time upon reasonable prior notice. Borrowing Base Agent shall record in the Revolving Loan Register the Revolving Commitments and the Revolving Loans, and each repayment or

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prepayment in respect of the principal amount of the Revolving Loans, and any such recordation shall be conclusive and binding on Borrower and each Lender, absent manifest error; provided , that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or any Borrower’s Obligations in respect of any Revolving Loan. Company hereby designates the entity serving as Borrowing Base Agent to serve as Company’s agent solely for purposes of maintaining the Revolving Loan Register as provided in this Section 2.6, and Company hereby agrees that, to the extent such entity serves in such capacity, the entity serving as Borrowing Base Agent and its officers, directors, employees, agents and affiliates shall constitute “Indemnitees”. Administrative Agent shall record in the Term Loan Register the Tranche A Term Loan Commitments, the Tranche A-1 Term Loan Commitments, the Tranche A Term Loans and the Tranche A-1 Term Loans, and each repayment or prepayment in respect of the principal amount of the Tranche A Term Loans and the Tranche A-1 Term Loans, and any such recordation shall be conclusive and binding on the Applicable Borrower and each Lender, absent manifest error; provided , that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Tranche A Term Loan Commitments or Tranche A-1 Term Loan Commitments or the Applicable Borrower’s Obligations in respect of any Tranche A Term Loan or Tranche A-1 Term Loan, as applicable. Each Borrower hereby designates the entity serving as Administrative Agent to serve as such Borrower’s agent solely for purposes of maintaining the Term Loan Register as provided in this Section 2.6, and each Borrower hereby agrees that, to the extent such entity serves in such capacity, the entity serving as Administrative Agent and its officers, directors, employees, agents and affiliates shall constitute “Indemnitees”.

(c) Notes . If so requested by any Lender by written notice to the Applicable Borrower (with a copy to Administrative Agent and the Borrowing Base Agent) at least two (2) Business Days prior to the Closing Date, or at any time thereafter, the Applicable Borrower shall execute and deliver to such Lender (and/or, if applicable and if so specified in such notice, to any Person who is an assignee of such Lender pursuant to Section 10.6) on the Closing Date (or, if such notice is delivered after the Closing Date, promptly after the Applicable Borrower’s receipt of such notice) a Note or Notes to evidence such Lender’s Tranche A Term Loan, Tranche A-1 Term Loan, or Revolving Loan, as the case may be.

2.7 Interest on Loans.

(a) Except as otherwise set forth herein, each Class of Loan shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows:

(i) if a Base Rate Loan, at the Base Rate plus the Applicable Margin; or

(ii) if a LIBOR Rate Loan, at the Adjusted LIBOR Rate plus the Applicable Margin .

(b) The basis for determining the rate of interest with respect to any Loan, and the Interest Period with respect to any LIBOR Rate Loan, shall be selected by the Applicable Borrower and notified to Borrowing Base Agent, Administrative Agent and Lenders pursuant to

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the applicable Funding Notice or Conversion/Continuation Notice, as the case may be. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to Borrowing Base Agent and Administrative Agent, as applicable, in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate Loan.

(c) In connection with LIBOR Rate Loans there shall be no more than (i) in the case of Tranche A Term Loans, two (2) Interest Periods outstanding at any time, (ii) in the case of Tranche A-1 Term Loans, two (2) Interest Periods outstanding at any time, and (iii) in the case of Revolving Loans, two (2) Interest Periods outstanding at any time. In the event the Applicable Borrower fails to specify between a Base Rate Loan or a LIBOR Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (if outstanding as a LIBOR Rate Loan) will be automatically converted into a Base Rate Loan on the last day of the then current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Rate Loan). In the event the Applicable Borrower fails to specify an Interest Period for any LIBOR Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, the Applicable Borrower shall be deemed to have selected an Interest Period of one month. As soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate Determination Date, Borrowing Base Agent or Administrative Agent, as applicable, shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the LIBOR Rate Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to the Applicable Borrower and each applicable Lender.

(d) Interest payable pursuant to Section 2.7(a) shall be computed on the basis of a 360 day year with respect to LIBOR Rate Loans and 365/66 day year with respect to Base Rate Loans, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted from a LIBOR Rate Loan, the date of conversion of such LIBOR Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a LIBOR Rate Loan, the date of conversion of such Base Rate Loan to such LIBOR Rate Loan, as the case may be, shall be excluded; provided , that if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan.

(e) Except as otherwise set forth herein, interest on each Loan shall be payable in arrears (i) on and to each Interest Payment Date applicable to that Loan; (ii) upon any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and (iii) at maturity, including final maturity.

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2.8 Conversion/Continuation.

(a) Subject to Section 2.17 and so long as no Default or Event of Default shall have occurred and then be continuing, the Applicable Borrower shall have the option:

(i) to convert at any time all or any part of any Term Loan or Revolving Loan equal to $1,000,000 and integral multiples of $500,000 in excess of that amount from one Type of Loan to another Type of Loan; provided , that a LIBOR Rate Loan may only be converted on the expiration of the Interest Period applicable to such LIBOR Rate Loan unless the Applicable Borrower shall pay all amounts due under Section 2.17 in connection with any such conversion; or

(ii) upon the expiration of any Interest Period applicable to any LIBOR Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 and integral multiples of $500,000 in excess of that amount as a LIBOR Rate Loan.

(b) The Applicable Borrower shall deliver a Conversion/Continuation Notice to Borrowing Base Agent and Administrative Agent no later than 10:00 a.m. (New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three (3) Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Rate Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any LIBOR Rate Loans (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and the Applicable Borrower shall be bound to effect a conversion or continuation in accordance therewith.

2.9 Default Interest. Upon the occurrence and during the continuance of an Event of Default, the principal amount of all Loans outstanding and, to the extent permitted by applicable law, any interest payments on the Loans or any fees or other amounts owed hereunder, shall thereafter bear interest (including post petition interest in any proceeding under the Bankruptcy Code or other applicable bankruptcy laws) payable on demand at a rate that is two percent ( 2%) per annum in excess of the interest rate otherwise payable hereunder with respect to the applicable Loans (or, in the case of any such fees and other amounts, at a rate which is two percent ( 2%) per annum in excess of the interest rate otherwise payable hereunder for Base Rate Loans); provided , that in the case of LIBOR Rate Loans, upon the expiration of the Interest Period in effect at the time any such increase in interest rate is effective such LIBOR Rate Loans shall thereupon become Base Rate Loans and shall thereafter bear interest payable upon demand at a rate which is two percent ( 2%) per annum in excess of the interest rate otherwise payable hereunder for Base Rate Loans. Payment or acceptance of the increased rates of interest provided for in this Section 2.9 is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of any Agent, Borrowing Base Agent or any Lender.

2.10 Fees.

(a) (i) Company agrees to pay to Borrowing Base Agent for the ratable benefit of Lenders having Revolving Exposure letter of credit fees equal to (1) the interest rate

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applicable to Revolving Loans that are LIBOR Rate Loans (including both the Adjusted LIBOR Rate (determined for an Interest Period of one month as of the first Business Day of such month) and the Applicable Margin components thereof and after giving effect to any Default Rate of interest that may be payable thereon at such time under Section 2.9), times (2) the average aggregate daily maximum amount available to be drawn under all Letters of Credit (regardless of whether any conditions for drawing could then be met and determined as of the close of business on any date of determination); and

(ii) All fees referred to in this Section 2.10(a) shall be paid to an account designed by Borrowing Base Agent and upon receipt, Borrowing Base Agent shall promptly distribute to each applicable Lender its Pro Rata Share thereof.

(b) Company agrees to pay directly to Issuing Bank, for its own account, such documentary and processing charges for any issuance, amendment, transfer or payment of a Letter of Credit as are in accordance with Issuing Bank’s standard schedule for such charges and as in effect at the time of such issuance, amendment, transfer or payment, as the case may be.

(c) Company agrees to pay directly to Borrowing Base Agent, for its own account (as reimbursement of fees and expenses paid by Borrowing Base Agent to the Issuing Bank) the fees and expenses relating to such documentary and processing charges for any issuance, amendment, transfer or payment of a Letter of Credit as are in accordance with Issuing Bank’s standard schedule for such charges and as in effect at the time of such issuance, amendment, transfer or payment, as the case may be.

(d) All fees referred to in Sections 2.10(a), 2.10(b) and 2.10(c) shall be calculated on the basis of a 360 day year and the actual number of days elapsed and shall be payable monthly in arrears on the last day of each month during the Revolving Commitment Period ( provided , that the fees referred to in Sections 2.10(b) and 2.10(c) shall continue to be paid at anytime Letters of Credit are issued and outstanding), commencing on the first such date to occur after the Closing Date, and on the Revolving Commitment Termination Date.

(e) In addition to the foregoing fees, Company agrees to pay to Agents all fees specified in the Fee Letter in the amounts and at the times specified therein and to Agents such other fees in the amounts and at the times separately agreed upon.

2.11 Scheduled Payments/Commitment Reductions.

(a) The aggregate unpaid principal amount of the Tranche A Term Loans and the Tranche A-1 Term Loans, together with all other amounts owed hereunder with respect thereto, shall be paid in full no later than the Tranche A Term Loan Maturity Date and the Tranche A-1 Term Loan Maturity Date, respectively.

(b) The Revolving Commitments shall be reduced in connection with any voluntary or mandatory reductions of the Revolving Commitments in accordance with Sections 2.11, 2.12, and 2.13, as applicable, and shall be terminated on the Revolving Commitment Termination Date, and all other amounts owed hereunder with respect thereto shall, in any event, be paid in full no later than the Revolving Commitment Termination Date.

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2.12 Voluntary Prepayments/Commitment Reductions.

(a) Voluntary Prepayments .

(i) Subject to Sections 2.12(a)(iii) and 2.17(c) and the terms of the Fee Letter, any time and from time to time:

(1) with respect to Base Rate Loans, the Applicable Borrower may prepay any such Loans on any Business Day in whole or in part, in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount; and

(2) with respect to LIBOR Rate Loans, the Applicable Borrower may prepay any such Loans on any Business Day in whole or in part (together with any amounts due pursuant to Section 2.17(c)) in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount.

(ii) All such prepayments shall be made:

(1) upon not less than one Business Day’s prior written or telephonic notice in the case of Base Rate Loans; and

(2) upon not less than three (3) Business Days’ prior written or telephonic notice in the case of LIBOR Rate Loans,

in each case given to Borrowing Base Agent or Administrative Agent, as applicable, by 12:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed in writing to Borrowing Base Agent and Administrative Agent, as applicable, (and Borrowing Base Agent and Administrative Agent, as applicable, will promptly transmit such telephonic or original notice for Term Loans or Revolving Loans, as the case may be, by telefacsimile or telephone to each Lender). Upon the giving of any such notice, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified therein.

(iii) Notwithstanding anything to the contrary contained herein, no Term Loan may be voluntarily prepaid at any time when any Revolving Loans are outstanding.

(b) Voluntary Commitment Reductions .

(i) Subject to the terms of the Fee Letter, any time and from time to time, Company may, upon not less than three (3) Business Days’ prior written or telephonic notice confirmed in writing to Borrowing Base Agent and Administrative Agent (which original written or telephonic notice Borrowing Base Agent and Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed the Total

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Utilization of Revolving Commitments at the time of such proposed termination or reduction; provided , that any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount.

(ii) Company’s notice to Borrowing Base Agent and Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in Company’s notice and shall reduce the Revolving Commitment of each Lender proportionately to its Pro Rata Share thereof.

2.13 Mandatory Prepayments/Commitment Reductions.

(a) Asset Sales . No later than the first Business Day following the date of receipt by Company or any of its Subsidiaries of any Net Asset Sale Proceeds, the Applicable Borrower shall prepay the Loans as set forth in Section 2.14(b) in an aggregate amount equal to such Net Asset Sale Proceeds; provided , that (i) so long as no Default or Event of Default shall have occurred and be continuing, and (ii) to the extent that aggregate Net Asset Sale Proceeds from the Closing Date through the applicable date of determination do not exceed $250,000, the Applicable Borrower shall have the option, directly or through one or more of its Subsidiaries, to invest Net Asset Sale Proceeds within one hundred eighty (180) days of receipt thereof in long term productive assets of the general type used in the business of Company and its Subsidiaries; so long as (x) such assets shall be subject to the First Priority Lien in favor of the Collateral Agent and (y) the Applicable Borrower delivers to the Collateral Agent, concurrently with or prior to the Asset Sale, a certificate of an Authorized Officer of the Applicable Borrower stating that such Net Asset Sale Proceeds will be used in compliance with this Section 2.13(a); provided further , that pending any such investment all such Net Asset Sale Proceeds shall be applied to prepay Revolving Loans to the extent outstanding (without a reduction in Revolving Commitments).

(b) Insurance/Condemnation Proceeds . No later than the first Business Day following the date of receipt by Company or any of its Subsidiaries, or Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds, the Applicable Borrower shall prepay the Loans as set forth in Section 2.14(b) in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided , (i) so long as no Default or Event of Default shall have occurred and be continuing, and (ii) to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $250,000, the Applicable Borrower shall have the option, directly or through one or more of its Subsidiaries to invest such Net Insurance/Condemnation Proceeds within one hundred eighty (180) days of receipt thereof in long term productive assets of the general type used in the business of Company and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof, so long as (x) such assets shall be subject to the First Priority Lien in favor of the Collateral Agent and (y) the Applicable Borrower delivers to the Collateral Agent, concurrently with or prior to the receipt of such Net Insurance/Condemnation Proceeds, a certificate of an Authorized Officer of the Applicable Borrower stating that such Net Insurance/Condemnation Proceeds will be used in compliance with this Section 2.13(b); provided further , that pending any such investment all

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such Net Insurance/Condemnation Proceeds, as the case may be, shall be applied to prepay Revolving Loans to the extent outstanding (without a reduction in Revolving Commitments).

(c) Issuance of Equity Securities . On the date of receipt by Company of any Cash proceeds from a capital contribution to, or the issuance of any Capital Stock of, Company or any of its Subsidiaries (other than capital contributions from, and issuances of any Capital Stock to, those persons disclosed in writing to the Administrative Agent prior to the Closing Date), Company shall prepay the Loans as set forth in Section 2.14(b) in an aggregate amount equal to twenty-five percent (25%) of such proceeds, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses.

(d) Issuance of Debt . On the date of receipt by Company or any of its Subsidiaries of any Cash proceeds from the incurrence of any Indebtedness of Company or any of its Subsidiaries (other than with respect to any Indebtedness permitted to be incurred pursuant to Section 6.1(a)-(n)), the Applicable Borrower shall prepay the Loans as set forth in Section 2.14(b) in an aggregate amount equal to one hundred percent (100%) of such proceeds, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses.

(e) Consolidated Excess Cash Flow . In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year (commencing with Fiscal Year ending June 30, 2008), Company shall, no later than ninety (90) days after the end of such Fiscal Year, prepay the Loans as set forth in Section 2.14(b) in an aggregate amount equal to fifty percent (50.0%) of such Consolidated Excess Cash Flow.

(f) Extraordinary Receipts . No later than the first Business Day following the date of receipt by Company or any of its Subsidiaries of any Extraordinary Receipts, the Applicable Borrower shall prepay the Loans as set forth in Section 2.14(b) in an aggregate amount equal to such Extraordinary Receipts.

(g) Loans . Company shall from time to time prepay the Loans to the extent necessary so that the Total Utilization of Revolving Commitments plus the aggregate outstanding principal amount of the Term Loans shall not at any time exceed the Borrowing Base then in effect (or, in the case of the period from the Closing Date until the date that is the 90th day following the Closing Date, an amount equal to $150,000,000 plus the amount, if any, by which the Borrowing Base exceeds $150,000,000); provided , that all such prepayments shall be applied, to the extent applicable, first, to the principal amount of Revolving Loans outstanding at such time, second, to provide cash collateral in respect of the Obligations, to be held as security for Borrower’s reimbursement Obligations in respect of the outstanding Letters of Credit under arrangements reasonably acceptable to Borrowing Base Agent, equal to one hundred and five percent (105%) of the Letter of Credit Usage at any time prior to the stated expiry of all outstanding Letters of Credit, and third, to the principal amount of the Term Loans outstanding at such time.

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(h) Term Loans . The Applicable Borrowers shall immediately prepay the outstanding principal amount of the Term Loans pursuant to Section 2.15(h) in the event that the Revolving Commitments are terminated for any reason.

(i) Proceeds from Factor . Any funds received by Borrowing Base Agent from (i) Factor, pursuant to the Factoring Agreement, or (ii) in connection with any receivables management agreement or other similar arrangement that Credit Parties may enter into from time to time, shall be applied to reduce the Revolving Loans on a daily basis; provided , that if an Event of Default shall have occurred and be continuing, such funds shall be applied pursuant to Section 2.15(h).

(j) Prepayment Certificate . Concurrently with any prepayment of the Loans and/or reduction of the Revolving Commitments pursuant to Sections 2.13(a)-(h), Borrowers shall deliver to Administrative Agent a certificate of an Authorized Officer demonstrating the calculation of the amount of the applicable net proceeds, Consolidated Excess Cash Flow or other applicable financial tests or proceeds giving rise to the prepayment, as the case may be. In the event that Company or any of its Subsidiaries shall subsequently determine that the actual amount received exceeded the amount set forth in such certificate, the Applicable Borrower shall promptly make an additional prepayment of the Loans and/or the Revolving Commitments shall be permanently reduced in an amount equal to such excess, and Borrowers shall concurrently therewith deliver to Administrative Agent a certificate of an Authorized Officer demonstrating the derivation of such excess.

2.14 Application of Prepayments/Reductions.

(a) Application of Voluntary Prepayments of Loans . Any prepayment of any Revolving Loan pursuant to Section 2.12 shall be applied to repay outstanding Revolving Loans to the full extent thereof. Any voluntary prepayment of any Term Loan pursuant to Section 2.12 shall be applied to repay outstanding Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof); provided , however, that no Term Loan may be voluntarily prepaid at any time when any Revolving Loans are outstanding.

(b) Application of Mandatory Prepayments .

(i) So long as no Default or Event of Default has occurred and is continuing, any mandatory prepayment of any Loan pursuant to Section 2.13(a) and (b) shall be applied as follows:

(w) if such proceeds are with respect to Eligible Inventory, Eligible Accounts, Eligible Foreign Accounts or Eligible Panel Inventory (collectively, “Borrowing Base Assets” ), then such proceeds shall be applied,

first , to prepay principal of the Revolving Loans;

second , to prepay principal of the Term Loans (on a pro rata basis); and

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third , to any other Obligations then outstanding;

(x) if such proceeds are with respect to any Collateral other than Borrowing Base Assets, then such proceeds shall be applied,

first , to prepay principal of the Revolving Loans; provided , that the Borrowing Base Agent imposes a permanent block against the Borrowing Base, in each case, on a dollar-for-dollar basis with such prepayment;

second , to prepay principal of the Term Loans (on a pro rata basis); and

third , to any other Obligations then outstanding;

(z) if such proceeds are with respect to both (1) Borrowing Base Assets and (2) other Collateral, then such proceeds shall be applied,

first , to prepay principal of the Revolving Loans; provided , that the Borrowing Base Agent imposes a permanent block against the Borrowing Base in an amount equal to the amount of such prepayment that is in excess of the Revolving Loans supported by such Borrowing Base Assets determined using the advance rates under the Borrowing Base against such Borrowing Base Assets (determined at the time of such sale or other disposition or event resulting in such insurance proceeds);

second , to prepay principal of the Term Loans (on a pro rata basis);

third , to prepay principal of the Revolving Loans; and

fourth , to any other Obligations then outstanding,

(ii) So long as no Event of Default has occurred and is continuing, any mandatory prepayment of any Loan pursuant to Sections 2.13(c) through (h) shall be applied as follows:

second, to prepay principal of the Term Loans (on a pro rata basis); and

third , to any other Obligations then outstanding.

(iii) If an Event of Default has occurred and is continuing, all payments shall be applied pursuant to Section 2.15(h). Nothing contained herein shall modify the provisions of Section 2.15(b) or the Fee Letter regarding the requirement that all prepayments be accompanied by accrued interest and fees on the principal amount being prepaid

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to the date of such prepayment and any amount required pursuant to the terms of the Fee Letter, or any requirement otherwise contained herein to pay all other amounts as the same become due and payable.

(c) Waiver of Certain Prepayments . Anything contained herein to the contrary notwithstanding, in the event any Borrower is required to make any mandatory or elects to make a voluntary prepayment (a “ Waivable Prepayment ”) of the Term Loans, not less than three (3) Business Days prior to the date (the “ Prepayment Date ”) on which the Applicable Borrower is required to make such Waivable Prepayment, the Applicable Borrower shall notify Administrative Agent of the amount of such prepayment, and Administrative Agent will promptly thereafter notify each Lender holding an outstanding Term Loan of the amount of such Lender’s Pro Rata Share of such Waivable Prepayment and such Lender’s option to refuse such amount (the “Refusal Option” ). Each such Lender may exercise the Refusal Option by giving written notice to the Applicable Borrower and Administrative Agent of its election to do so on or before the first Business Day prior to the Prepayment Date (it being understood that any Lender which does not notify the Applicable Borrower and Administrative Agent of its election to exercise its Refusal Option on or before the first Business Day prior to the Prepayment Date shall be deemed to have elected, as of such date, not to exercise such Refusal Option). On the Prepayment Date, the Applicable Borrower shall pay to Administrative Agent the amount of the Waivable Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Prepayment payable pro rata to those Lenders that have elected not to exercise the Refusal Option, to prepay the Term Loans of such Lenders, and (ii) to the extent of any excess, to the Applicable Borrower for working capital and general corporate purposes.

(d) Application of Prepayments of Loans to Base Rate Loans and LIBOR Rate Loans . Considering each Class of Loans being prepaid separately, any prepayment thereof shall be applied first to Base Rate Loans to the full extent thereof before application to LIBOR Rate Loans, in each case in a manner which minimizes the amount of any payments required to be made by the Applicable Borrower pursuant to Section 2.17(c).

2.15 General Provisions Regarding Payments.

(a) All payments by any Credit Party of principal, interest, fees and other Obligations shall be made in Dollars in same day funds, without, recoupment, setoff, counterclaim or other defense free of any restriction or condition, and delivered to Borrowing Base Agent (with respect to Revolving Loans) and Administrative Agent (with respect to Term Loans) not later than 12:00 p.m. (New York City time) on the date due to Borrowing Base Agent’s Account or Administrative Agent’s Account, as applicable, for the account of Lenders; funds received by Borrowing Base Agent or Administrative Agent, as applicable, after that time on such due date shall be deemed to have been paid on the next Business Day.

(b) All payments in respect of the principal amount of any Loan (other than voluntary prepayments of Revolving Loans) shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all commitment fees and other amounts (including those amounts specified in the Fee Letter) payable with respect to the principal amount being repaid or prepaid.

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(c) Borrowing Base Agent or Administrative Agent, as applicable, shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including all fees payable with respect thereto, to the extent received by Borrowing Base Agent or the Administrative Agent, as applicable.

(d) Notwithstanding the foregoing provisions hereof, if any Conversion/ Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any LIBOR Rate Loans, Borrowing Base Agent or Administrative Agent, as applicable, shall give effect thereto in apportioning payments received thereafter.

(e) Subject to the provisos set forth in the definition of “ Interest Period, ” whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest hereunder or of the commitment fees hereunder.

(f) Company hereby authorizes Borrowing Base Agent to charge Company’s accounts with Borrowing Base Agent or any of its Affiliates in order to cause timely payment to be made to Borrowing Base Agent of all principal, interest, fees and expenses with respect to the Revolving Loans due hereunder (subject to sufficient funds being available in its accounts for that purpose). The Lenders and the Borrower also hereby authorize the Borrowing Base Agent to, and the Borrowing Base Agent may, from time to time, charge the Borrowing Base Agent Loan Account of the Borrower with any amount due and payable by the Borrower with respect to the Revolving Loans under any Credit Document. Each of the Lenders and the Company agrees that the Borrowing Base Agent shall have the right to make such charges whether or not any Default or Event of Default shall have occurred and be continuing or whether any of the conditions precedent in Section 3.2 have been satisfied. Any amount charged to the Borrowing Base Agent Loan Account of the Company shall be deemed a Revolving Loan hereunder made by the Lenders to the Company, funded by the Borrowing Base Agent on behalf of the Lenders and subject to Section&

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