SENIOR SECURED SUPER-PRIORITY DEBTOR IN POSSESSION TERM LOAN AND GUARANTY AGREEMENT

Exhibit 10.1

EXECUTION VERSION

SENIOR SECURED SUPER-PRIORITY DEBTOR IN POSSESSION TERM LOAN AND GUARANTY AGREEMENT

dated as of January 30, 2008

among

DURA OPERATING CORP.
as Borrower,

DURA AUTOMOTIVE SYSTEMS, INC.
as Holdings,

CERTAIN DOMESTIC SUBSIDIARIES OF DURA AUTOMOTIVE SYSTEMS, INC. AND DURA OPERATING CORP.
as Guarantors,

VARIOUS LENDERS AND ISSUING BANKS,

and

ABLECO FINANCE LLC
as Administrative Agent and Collateral Agent,

$170,000,000
Senior Secured Term Loan Facilities

ABLECO FINANCE LLC
as Sole Bookrunner, Lead Arranger, Documentation Agent and Syndication Agent,

and

BANK OF AMERICA, N.A.,
as Issuing Bank

TABLE OF CONTENTS

				DEFINITIONS AND INTERPRETATION		Page
1.				DEFINITIONS AND INTERPRETATION			2
		1.1		Definitions			2
		1.2		Accounting Terms			30
		1.3		Interpretation, etc			31
2.				LOANS AND SYNTHETIC LETTERS OF CREDIT			31
		2.1		Tranche B Term Loans			31
		2.2		Intentionally Omitted.			31
		2.3		Borrowing Mechanics for Loans			31
		2.4		Issuance of Synthetic Letters of Credit			32
		2.5		Pro Rata Shares; Availability of Funds			38
		2.6		Use of Proceeds			39
		2.7		Evidence of Debt; Register; Lenders’ Books and Records; Notes			39
		2.8		Interest on Loans			40
		2.9		Conversion/Continuation			41
		2.10		Default Interest			42
		2.11		Fees			42
		2.12		Repayment			43
		2.13		Voluntary Prepayments and Commitment Reductions			43
		2.14		Mandatory Prepayments/Commitment Reductions			44
		2.15		Application of Prepayments			46
		2.16		General Provisions Regarding Payments			47
		2.17		Ratable Sharing			49
		2.18		Making or Maintaining LIBOR Loans			49
		2.19		Increased Costs; Capital Adequacy			51
		2.20		Taxes; Withholding, etc			53
		2.21		Obligation to Mitigate			55
		2.22		Defaulting Lenders			55
		2.23		Removal or Replacement of a Lender			56
		2.24		Collateral; Grant of Lien and Security Interest			57
		2.25		Administrative Priority			58
		2.26		Grants, Rights and Remedies			58
		2.27		No Filings Required			58
		2.28		Survival			59
		2.29		Further Assurances			59
		2.30		Payment of Obligations			60
		2.31		No Discharge; Survival of Claims			60
		2.32		Waiver of any Primary Rights			60
		2.33		Securitization			60
3.				CONDITIONS PRECEDENT			61
		3.1		Closing Date			61
		3.2		Final Facility Effective Date			65
		3.3		Conditions to Each Credit Extension			67

TABLE OF CONTENTS
(continued)

						Page
4.				REPRESENTATIONS AND WARRANTIES			68
		4.1		Organization; Requisite Power and Authority; Qualification			68
		4.2		Capital Stock and Ownership			68
		4.3		Due Authorization			68
		4.4		No Conflict			68
		4.5		Governmental Consents			69
		4.6		Binding Obligation			69
		4.7		Historical Financial Statements			69
		4.8		Budgets and Closing Budgets			69
		4.9		No Material Adverse Change			70
		4.10		No Restricted Junior Payments			70
		4.11		Adverse Proceedings, etc			70
		4.12		Payment of Taxes			70
		4.13		Properties			70
		4.14		Environmental Matters			71
		4.15		No Defaults			72
		4.16		Material Contracts			72
		4.17		Governmental Regulation			72
		4.18		Margin Stock			72
		4.19		Employee Matters			72
		4.20		Employee Benefit Plans			73
		4.21		Compliance with Statutes, etc			73
		4.22		Disclosure			74
		4.23		Patriot Act			74
		4.24		Administrative Priority; Lien Priority			74
		4.25		Appointment of Trustee or Examiner; Liquidation			75
		4.26		Insurance			75
		4.27		Intellectual Property			75
		4.28		Location of Bank Accounts			76
		4.29		Name; Jurisdiction of Organization; Organizational
				ID Number; Chief Place of Business; Chief Executive
				Office; FEIN			76
		4.30		Locations of Collateral			76
		4.31		Intercompany Loans and Stock Certificates			76
		4.32		Schedules			76
		4.33		Representations and Warranties in Documents; No Default			76
5.				AFFIRMATIVE COVENANTS			77
		5.1		Financial Statements and Other Reports			77
		5.2		Existence			81
		5.3		Payment of Taxes and Claims			81
		5.4		Maintenance of Properties			82
		5.5		Insurance			82
		5.6		Inspections			82
		5.7		Lenders Meetings			83
		5.8		Compliance with Laws			83

TABLE OF CONTENTS
(continued)

						Page
		5.9		Environmental			83
		5.10		Subsidiaries			84
		5.11		Further Assurances			86
		5.12		Trade Payables			86
		5.13		Control Accounts; Approved Deposit Accounts			86
		5.14		Post-Closing Obligations			87
		5.15		New Plan of Reorganization			88
6.				NEGATIVE COVENANTS			88
		6.1		Indebtedness			89
		6.2		Liens			90
		6.3		Formation of Domestic Subsidiaries			92
		6.4		No Further Negative Pledges			92
		6.5		Restricted Junior Payments			93
		6.6		Restrictions on Subsidiary Distributions			93
		6.7		Investments			93
		6.8		Financial Covenants			94
		6.9		Fundamental Changes; Disposition of Assets; Acquisitions			95
		6.10		Disposal of Subsidiary Interests			96
		6.11		Sales and Lease-Backs			96
		6.12		Transactions with Shareholders and Affiliates			97
		6.13		Conduct of Business			97
		6.14		Modifications of Indebtedness, Organizational Documents
				and Certain Other Agreements; Etc			97
		6.15		Fiscal Year			98
		6.16		Bankruptcy Court Orders; Administrative Priority; Lien
				Priority; Payment of Claims			98
		6.17		Limitation on Prepayments of Prepetition Obligations			99
		6.18		Certain Agreements			99
		6.19		Investment Company Act of 1940			99
		6.20		ERISA			99
		6.21		Environmental			100
		6.22		Federal Reserve Regulations			100
7.				GUARANTY			100
		7.1		Guaranty of the Obligations			100
		7.2		Contribution by Guarantors			100
		7.3		Payment by Guarantors			101
		7.4		Liability of Guarantors Absolute			101
		7.5		Waivers by Guarantors			103
		7.6		Guarantors’ Rights of Subrogation, Contribution, etc			104
		7.7		Subordination of Other Obligations			105
		7.8		Continuing Guaranty			105
		7.9		Authority of Guarantors or Company			105
		7.10		Financial Condition of Company			105

TABLE OF CONTENTS
(continued)

						Page
		7.11		Bankruptcy, etc			105
		7.12		Discharge of Guaranty Upon Sale of Guarantor			106
		7.13		Indemnity			106
8.				EVENTS OF DEFAULT			106
		8.1		Events of Default			106
		8.2		Actions in Respect of Synthetic Letters of Credit			112
9.				AGENTS			112
		9.1		Appointment of Agents			112
		9.2		Powers and Duties			113
		9.3		General Immunity			113
		9.4		Agents Entitled to Act as Lender			115
		9.5		Lenders’ Representations, Warranties and Acknowledgment			115
		9.6		Right to Indemnity			115
		9.7		Successor Administrative Agent and Collateral Agent			116
		9.8		Collateral Documents and Guaranty			117
		9.9		Collateral Agent Advances			118
10.				MISCELLANEOUS			118
		10.1		Notices			118
		10.2		Expenses			120
		10.3		Indemnity			121
		10.4		Set-Off			121
		10.5		Amendments and Waivers			122
		10.6		Successors and Assigns; Participations			123
		10.7		Intentionally Omitted			126
		10.8		Independence of Covenants			127
		10.9		Survival of Representations, Warranties and Agreements			127
		10.10		No Waiver; Remedies Cumulative			127
		10.11		Marshalling; Payments Set Aside			127
		10.12		Severability			128
		10.13		Obligations Several; Independent Nature of Lenders’ Rights			128
		10.14		Headings			128
		10.15		APPLICABLE LAW			128
		10.16		CONSENT TO JURISDICTION			128
		10.17		WAIVER OF JURY TRIAL			129
		10.18		Confidentiality			129
		10.19		Usury Savings Clause			130
		10.20		Counterparts			130
		10.21		Effectiveness			130
		10.22		Patriot Act			130
		10.23		Electronic Execution of Assignments			131
		10.24		Parties Including Trustees; Bankruptcy Court Proceedings			131
		10.25		Collateral Deliveries			131

TABLE OF CONTENTS
(continued)

						Page
		10.26		Judgment Currency			131

APPENDICES:			A			Commitments
			B			Notice Addresses; Principal Offices
SCHEDULES:			1.1	(a)		Disclosed Material Events
			1.1	(b)		Permitted Subordinated Indebtedness
			2.4	(m)		Existing Letters of Credit
			4.1	(a)		Jurisdictions of Organization and Qualification
			4.1	(b)		Organizational and Capital Structure
			4.2			Capital Stock and Ownership
			4.7			Contingent Obligations
			4.10			Restricted Junior Payments
			4.11			Adverse Proceedings
			4.13			Real Estate Assets
			4.14			Environmental Matters
			4.16			Material Contracts
			4.26			Insurance
			4.27			Intellectual Property
			4.28			Bank Accounts
			4.29			Jurisdiction of Organization, Organization ID Number
			4.30			Locations of Collateral
			4.31			Intercompany Notes and Stock Certificates
			6.1			Certain Indebtedness
			6.2			Certain Liens
			6.7			Certain Investments
			6.11			Sales and Lease-Backs
			6.12			Certain Affiliated Transactions
EXHIBITS:			A-1			Funding Notice
			A-2			Conversion/Continuation Notice
			B-1			Synthetic L/C Note
			B-2			Tranche B Note
			C			Assignment Agreement
			E			Intentionally Omitted
			F			Closing Date Certificate
			G			Compliance Certificate
			H			Counterpart Agreement
			I			Intercreditor Agreement
			J			Landlord Waiver and Consent Agreement

SENIOR SECURED SUPER-PRIORITY DEBTOR IN POSSESSION TERM LOAN AND
GUARANTY AGREEMENT

          This SENIOR SECURED SUPER-PRIORITY DEBTOR IN POSSESSION TERM LOAN AND GUARANTY AGREEMENT, dated as of January 30, 2008, is entered into by and among DURA OPERATING CORP., a Delaware corporation, a debtor and debtor in possession under Chapter 11 of the Bankruptcy Code (as defined below) (“Company”), DURA AUTOMOTIVE SYSTEMS, INC., a Delaware corporation, a debtor and debtor in possession under Chapter 11 of the Bankruptcy Code (“Holdings”), certain DOMESTIC SUBSIDIARIES OF HOLDINGS AND COMPANY, each a debtor and debtor in possession under Chapter 11 of the Bankruptcy Code, as Guarantors, the Lenders party hereto from time to time, ABLECO FINANCE LLC (“Ableco”), as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”), as Collateral Agent (together with its permitted successor in such capacity, “Collateral Agent”), as Sole Book Runner, Lead Arranger, Syndication Agent and Documentation Agent (in such capacity, “Documentation Agent”) and Bank of America, N.A., as Issuing Bank.

RECITALS

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

          WHEREAS, on October 30, 2006 (“Petition Date”), Holdings, Company and certain of its domestic subsidiaries each filed a voluntary petition for relief (each a “Chapter 11 Case” and collectively, the “Chapter 11 Cases”) under Chapter 11 of the Bankruptcy Code with the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”);

          WHEREAS, from and after the Petition Date, Holdings, Company and such domestic Subsidiaries are continuing to operate their respective businesses and manage their respective properties as debtors in possession under Sections 1107 and 1108 of the Bankruptcy Code;

          WHEREAS, Lenders have agreed to extend certain credit facilities to Company, in an aggregate principal amount not to exceed $150,000,000 in aggregate principal amount of term loans and up to a $20,000,000 facility for the issuance of synthetic letters of credit the proceeds of which will be used (i) to repay in full the amounts outstanding under Company’s Existing DIP Term Credit Facility (as hereinafter defined), (ii) to pay related transaction costs, fees and expenses, (iii) to provide working capital from time to time for Company and its Subsidiaries, (iv) to pay interest, fees and expenses owing to the Agents and the Lenders pursuant to this Agreement, (v) to make adequate protection payments described in the Interim Order and Final Order, (vi) for other pre-petition expenses that are approved by the Bankruptcy Court to the extent approved by Administrative Agent and (vii) to pay professional fees and expenses incurred in the Chapter 11 Cases;

          WHEREAS, Company has agreed to secure all of its Obligations by granting to Collateral Agent, for the benefit of Secured Parties, a Lien, subject to the priorities set forth in

the Credit Documents, on substantially all of its assets, including a pledge of all of the Capital Stock of each of its directly-owned Domestic Subsidiaries and 100% of the voting (and 100% of the non-voting) Capital Stock of its first-tier Foreign Subsidiaries; and

          WHEREAS, Guarantors have agreed to guarantee the Obligations of Company and to secure such Obligations by granting to Collateral Agent, for the benefit of Secured Parties, a Lien, subject to the priorities set forth in the Credit Documents, on substantially all of their respective assets, including a pledge of all of the Capital Stock of each of their directly-owned Domestic Subsidiaries and 100% of the voting (and 100% of the non-voting) Capital Stock of their 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:

          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:

          “Ableco” as defined in the preamble hereto.

          “Additional Amount” as defined in Section 2.20(a).

          “Adequate Protection Portion” as defined in Section 2.6.

          “Administrative Agent” as defined in the preamble hereto.

          “Adverse Proceeding” means any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration (including any purportedly on behalf of Company, Holdings or any of their Subsidiaries) at law or in equity, or before or by any Governmental Authority, domestic or foreign (including any Environmental Claims), whether pending or, to the knowledge of Company, Holdings or any of their Subsidiaries, threatened in writing against or affecting Company, Holdings or any of their Subsidiaries or any property of Company, Holdings or any of their Subsidiaries.

          “Affected Lender” as defined in Section 2.18(b).

          “Affected Loans” as defined in Section 2.18(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 10% 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.

          “Agent Affiliates” as defined in Section 10.1(b)(iii).

          “Agents” means each of Administrative Agent and Collateral Agent.

          “Aggregate Amounts Due” as defined in Section 2.17.

          “Aggregate Payments” as defined in Section 7.2.

          “Agreed Administrative Expense Priorities” means that administrative expenses with respect to the Credit Parties and, with respect to sub-clause (ii) of clause “ first ”, any official committee appointed by the Bankruptcy Court, shall have the following order of priority:

      first , (i) amounts payable pursuant to 28 U.S.C. § 1930(a)(6) and (ii) amounts payable in respect of Carve-Out Expenses, provided that the amount entitled to priority under this sub-clause (ii) of this clause first (“ Priority Professional Expenses ”) shall not exceed $25,000,000 outstanding in the aggregate at any time (inclusive of any holdbacks required by the Bankruptcy Court); provided , not more than $5,000,000 may be incurred during any Carve Out Expense Reduction Period (the “ Professional Expense Cap ”); provided , however , that (A) during any Carve-Out Expense Reduction Period, any payments actually made in respect of Carve-Out Expenses, shall reduce the Professional Expense Cap on a dollar-for-dollar basis, and (B) for the avoidance of doubt, so long as no Carve-Out Expense Reduction Period shall be continuing, the payment of Carve-Out Expenses shall not reduce the Professional Expense Cap; provided , further , that to the extent the Professional Expense Cap is reduced by any such payments, and thereafter the applicable Event of Default or default by any Credit Party in any of its obligations under any of the Orders, in either case, that caused the Carve-Out Expense Reduction Period to commence is cured (to the extent such cure is permitted hereunder) or waived, then effective as of the effective date of such cure or waiver, the amount of the Professional Expense Cap shall be increased by an amount equal to the amount by which it has been reduced by such payments.

      second , subject to the terms of the Intercreditor Agreement, the Revolving Credit Obligations and all Obligations, and

      third , all other allowed administrative expenses.

          “Agreement” means this Senior Secured Super-Priority Debtor in Possession Term Loan and Guaranty Agreement, as it may be amended, restated, supplemented or otherwise modified from time to time.

          “Amended Disclosure Statement” as defined in Section 5.15(a).

          “Applicable Reserve Requirement” means, at any time, for any LIBOR Loan, the maximum rate, expressed as a decimal, at which reserves (including, without limitation, 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 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 Loans. A LIBOR 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 Loans shall be adjusted automatically on and as of the effective date of any change in the Applicable Reserve Requirement.

          “Approved Deposit Account” means a Deposit Account that is the subject of an effective Deposit Account Control Agreement and that is maintained by any Credit Party with a Deposit Account Bank. “Approved Deposit Account” includes all monies on deposit in a Deposit Account and all certificates and instruments, if any, representing or evidencing such Deposit Account.

          “Approved Electronic Communications” means any notice, demand, communication, information, document or other material that any Credit Party provides to Administrative Agent pursuant to any Credit Document or the transactions contemplated therein which is distributed to the Agents or to the Lenders by means of electronic communications pursuant to Section 10.1(b).

          “Approved Securities Intermediary” means a “securities intermediary” or “commodity intermediary” (as such terms are defined in the UCC) selected or approved by Administrative Agent; it being understood and agreed that the “securities intermediaries” and “commodities intermediaries” of the Credit Parties on the Closing Date are Approved Securities Intermediaries.

          “Asset Sale” means a sale, lease or sub-lease (as lessor or sublessor), sale and leaseback, assignment, conveyance, transfer or other disposition to, or any exchange of property with, any Person (other than Company or any Guarantor), in one transaction or a series of transactions, of all or any part of Holdings’ 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, without limitation, the Capital Stock of any of Holding’s Subsidiaries, other than inventory sold or leased in the ordinary course of business.

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

          “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 or one of its vice presidents (or the equivalent thereof), and such Person’s chief financial officer or treasurer.

          “Avoidance Actions” means all causes of action arising under Sections 542, 544, 545, 547, 548, 549, 550, 551, 553(b) or 724(a) of the Bankruptcy Code and any proceeds therefrom.

          “Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute.

          “Bankruptcy Court” shall have the meaning ascribed to it in the recitals to this Agreement..

          “Base Rate” means, for any day, a rate per annum equal to 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 / 2 of 1%. 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, Issuing Bank, Lender and Lender Counterparty.

          “Board of Governors” means the Board of Governors of the United States Federal Reserve System, or any successor thereto.

          “Budget” means the thirteen week cash requirement forecast setting forth cash collections and disbursements of the Credit Parties for the periods covered thereby or any other projections or forecasts prepared on a weekly basis by or on behalf of the Company and delivered by the Company to the Agents and the Lenders on or before the Closing Date pursuant to Section 3.1(g) hereto, in form and substance reasonably satisfactory to the Administrative Agent at the time of delivery thereof, and each month thereafter pursuant to Section 5.1(p) hereto (or more frequently should the Company so elect, but in any event no more frequently than on a weekly basis), which are in form consistent with the thirteen week cash requirement forecast heretofore delivered to the Administrative Agent and shall be in substance reasonably satisfactory to the Administrative Agent at the time of delivery thereof, provided , the Budget is not to be viewed as facts and that actual results during the period or periods covered by the Budget may differ from such Budget and that the differences may be material.

          “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 LIBOR Rate or any LIBOR 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.

          “Calendar Month Budget” means the six month forecast setting forth the balance sheet of the Credit Parties for the periods covered thereby or any other projections or forecasts prepared on a calendar month basis by or on behalf of the Company and delivered by the

Company to the Agents and the Lenders on or before the Closing Date pursuant to Section 3.1(g) hereto, which shall be in form and substance reasonably satisfactory to the Administrative Agent, as such forecasts and projections may be updated from time to time with the prior written consent of the Administrative Agent.

          “Capital Lease” means, as applied to any Person, any lease of any property (whether real, personal or mixed) by that Person as lessee 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, without limitation, 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.

          “Carve-Out Expenses” means any payments permitted to be made by the Bankruptcy Court in respect of fees and expenses of attorneys, accountants and other professionals retained in the Chapter 11 Cases pursuant to Sections 327, 328, 330, 331 and 1103 of the Bankruptcy Code.

          “Carve-Out Expense Reduction Period” means any period during which an Event of Default under this Agreement or a default by any Credit Party in any of its obligations under any of the Orders, in either case, shall have occurred and be continuing, provided that, such period shall not commence until the Administrative Agent shall have provided notice to counsel to the Company and the Company, in accordance with this Agreement, that the Carve-Out Expense Reduction Period has commenced.

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

          “Cash Collateral Account” means any Deposit Account or Securities Account that is (a) established by Collateral Agent from time to time in its sole discretion to receive Cash and Cash Equivalents (or purchase Cash or Cash Equivalents with funds received) from the Credit Parties or Persons acting on their behalf pursuant to the Credit Documents, (b) with such depositaries and securities intermediaries as Collateral Agent may determine in its sole discretion, (c) in the name of Collateral Agent (although such account may also have words referring to any Credit Party and the account’s purpose), (d) under the control of Collateral Agent and (e) in the case of a Securities Account, with respect to which Collateral Agent shall be the Entitlement Holder and the only Person authorized to give Entitlement Orders with respect thereto.

          “Cash Equivalents” means, as at any date of determination:

          (a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America or the Government of Canada), in each case maturing within one year from the date of acquisition thereof;

          (b) investments in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, the highest credit rating obtainable from S&P or from Moody’s;

          (c) investments in certificates of deposit, banker’s acceptances, time deposits, Eurodollar time deposits and overnight bank deposits maturing within twelve (12) months from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by any Lender, any domestic office of any commercial bank organized under the laws of the United States of America or any State thereof which has a combined capital and surplus and undivided profits of not less than $500,000,000;

          (d) repurchase obligations with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria described in clause (c) above;

          (e) money market funds that (i) comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least $5,000,000,000;

          (f) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by S&P or A2 by Moody’s;

          (g) securities with maturities of six months or less from the date of acquisition backed by standby letters of credit issued by a Lender or any commercial bank satisfying the requirements of clause (c) of this definition;

          (h) money market mutual or similar funds that invest exclusively in assets satisfying the requirements of clauses (a) through (g) of this definition; and

          (i) investments with foreign governmental entities which are members of the OECD or foreign banks organized under the laws of countries which are members of the OECD similar to the investments set forth in clauses (a), (b), (c) and (d) above, so long as such foreign bank has combined capital and surplus of a Dollar Equivalent or no less than $500,000,000.

          “Change in Law” as defined in Section 2.19(a).

          “Change of Control” means, at any time, any of the following events: (a) any Person or group (within the meaning of Rule 13-d-5 the Exchange Act), shall be or become the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of issued and outstanding capital stock of Holdings representing 35% or more of the voting power in elections for directors of Holdings on a fully diluted basis; (b) a majority of the members of the board of directors of Holdings or the board of directors of Company shall cease to be Continuing Members; (c)

Holdings shall cease to own, directly or indirectly, 100% of the issued and outstanding Capital Stock of each Credit Party free and clear of all Liens (other than any Liens granted hereunder and Permitted Liens); (d) Holdings shall cease to own, directly or indirectly, the percentage of the issued and outstanding Capital Stock of each Foreign Subsidiary (other than any Subsidiary sold pursuant to Section 6.10) owned on the Closing Date free and clear of all Liens (other than any Liens granted hereunder and Permitted Liens) or (e) a Change of Control, as defined in the Revolving DIP Credit Agreement or any agreement evidencing Indebtedness described in Section 8.1(b), shall occur.

          “Chapter 11 Case” and “Chapter 11 Cases” shall have the meaning ascribed to it in the recitals to the Agreement.

          “Closing Budgets” means, collectively, the Calendar Month Budget and the Fiscal Month Budget.

          “Closing Date” means the first date on which the conditions precedent set forth in Sections 3.1 and 3.3 have been satisfied or waived.

          “Closing Date Certificate” means a Closing Date Certificate substantially in the form of Exhibit F.

          “Collateral” as defined in Section 2.24.

          “Collateral Agent” as defined in the preamble hereto.

          “Collateral Agent Advances” as defined in Section 9.9.

          “Collateral Documents” means each Order, this Agreement, the Intercreditor Agreement, Foreign Collateral Agreements, the Landlord Personal Property Collateral Access Agreements, if any, and all other instruments, documents and agreements (including, but not limited to, any abstract acknowledgement of indebtedness created for the purpose of creating security interests under German law) 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 the Secured Parties, a Lien on any real, personal or mixed property of that Credit Party as security for all or part of the Obligations.

          “Committees” shall mean collectively, the official committee of unsecured creditors and any other official committee appointed in the Chapter 11 Cases and each of such Committees shall be referred to herein as a Committee.

          “Commitment” means any Lender’s Tranche B Commitment, if any, and Synthetic L/C Commitment, if any, and “Commitments” means the aggregate Tranche B Commitments and Synthetic L/C Commitments all Lenders.

          “Commitment Letter” means the commitment letter, dated January 21, 2008, Ableco to Holdings and Company.

          “Company” as defined in the preamble hereto.

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

          “Consolidated Adjusted EBITDA” means, for any period, an amount determined for Holdings 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, (b) Consolidated Interest Expense, (c) consolidated income tax expense, (d) total depreciation expense, (e) total amortization expense, (f) financing fees incurred in connection with the credit facilities hereunder and the Revolving Facilities, and restructuring and reorganization charges in connection with the Chapter 11 Cases pursuant to SOP 90-7 (including professional fees), up to the amount set forth in the Fiscal Month Budget for such period, (g) Cash and non-Cash non-recurring items reducing Consolidated Net Income, in each case, without duplication and including charges related to the ongoing operational restructuring up to the amount required to be expensed pursuant to GAAP consistent with the Fiscal Month Budget for such period and other non-recurring items, (h) losses from extraordinary items, (i) foreign exchange losses, minus (ii) the sum of other (a) Cash and non-Cash non-recurring items increasing Consolidated Net Income for such period, (b) gains from extraordinary items and (c) foreign exchange gains.

          “Consolidated Capital Expenditures” means, for any period, the aggregate of all expenditures of Holdings 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” or similar items reflected in the consolidated statement of cash flows of Holdings and its Subsidiaries.

          “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 Holdings and its Subsidiaries on a consolidated basis with respect to all outstanding Indebtedness of Holdings and its Subsidiaries, including all commissions, discounts and other fees and charges owed with respect to letters of credit and net costs under Interest Rate Agreements, but excluding, however, any amounts referred to in Section 2.11(e) payable on or before the Closing Date.

          “Consolidated Net Income” means, for any period, (i) the net income (or loss) of Holdings and its Subsidiaries on a consolidated basis for such period taken as a single accounting period determined in conformity with GAAP, minus (ii) (a) the income (or loss) of any Person (other than a Subsidiary of Holdings) in which any other Person (other than Holdings or any of its Subsidiaries) has a joint interest, except to the extent of the amount of dividends or other distributions actually paid to Holdings or any of its Subsidiaries by such Person during such period, (b) the income (or loss) of any Person accrued prior to the date it becomes a Subsidiary of Holdings or is merged into or consolidated with Holdings or any of its Subsidiaries or that Person’s assets are acquired by Holdings or any of its Subsidiaries, (c) the income of any Subsidiary of Holdings 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, (d) any after-tax gains or losses attributable to Asset Sales or returned surplus assets of any Pension Plan, and (e) (to the extent

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

          “Continuing Member” means a member of the board of directors of Holdings or Company who either (a) was a member of such board of directors on the Closing Date and has been such continuously thereafter or (b) became a member of such board of directors after the Closing Date and whose election or nomination for election was approved by a vote of the majority of the Continuing Members then members of such board of directors.

          “Consolidating” means, in connection with any financial statements of Holdings, consolidating between Credit Parties and Subsidiaries of Holdings which are not Credit Parties.

          “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.

          “Control Account” means a Securities Account that is the subject of an effective Securities Account Control Agreement and that is maintained by any Credit Party with an Approved Securities Intermediary. “Control Account” includes all Financial Assets held in a Securities Account and all certificates and instruments, if any, representing or evidencing the Financial Assets contained therein.

          “Control Agreements” means any deposit, securities or other account control agreement including any Deposit Account Control Agreement and Securities Account Control Agreement.

          “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 Fee Letter, the Notes, if any, the Collateral Documents, any documents or certificates executed by Company in favor of Issuing Bank relating to Synthetic Letters of Credit, and all other documents, instruments or agreements executed and delivered by a Credit Party for the benefit of any Agent, Issuing Bank or any Lender in connection herewith.

          “Credit Extension” means the making of a Loan or the issuing of a Synthetic Letter of Credit.

          “Credit-Linked Deposit” means, with respect to each Lender, the initial amount of the cash deposit, if any, made by such Lender pursuant to Section 2.4(d), as the same may be (a) reduced from time to time pursuant to Sections 2.13 or 2.14 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 10.6.

          “Credit-Linked Deposit Account” means, collectively, one or more operating and/or investment accounts of, and established by, Administrative Agent under its sole and exclusive control and maintained by Administrative Agent or any of its Affiliates, in any such case that shall be used for the purposes set forth in this Agreement.

          “Credit-Linked Deposit Bank” means the financial institution were the Credit-Linked Deposit Account is maintained by Administrative Agent.

          “Credit-Linked Deposit Account Interest” as defined in Section 2.4(l)(i).

          “Credit-Linked Deposit Account Interest Payment Date” means (i) each of the dates referred to in Section 2.11(d), commencing on the first such date to occur after the Closing Date, and (ii) the Maturity Date.

          “Credit Party” means Holdings, Company, the Guarantor Subsidiaries and each other Person (other than any Agent, Issuing Bank or any Lender or any other representative thereof) from time to time party to this Agreement.

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

          “Current Asset Collateral” as defined in the Intercreditor Agreement.

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

          “Defaulted Loan” as defined in Section 2.22.

          “Defaulting Lender” as defined in Section 2.22.

          “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.

          “Deposit Account Bank” means a financial institution selected or approved by Administrative Agent.

          “Deposit Account Control Agreement” means an agreement, in form and substance reasonably satisfactory to Collateral Agent (or its agent), entered into by Borrower and/or a Domestic Guarantor, Collateral Agent and a Deposit Account Bank which maintains one or more Deposit Accounts for Borrower or such Domestic Guarantor pursuant to which

Deposit Account Bank, among other things, to the extent requested by Administrative Agent, waives its rights of setoff, consolidation or recoupment and any other claim against such Deposit Accounts and covenants to initiate and maintain a cash management system in favor of Collateral Agent.

          “Documentation Agent” as defined in the preamble hereto.

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

          “Domestic Guarantor” means, on the date of this Agreement, Holdings and each Domestic Subsidiary listed on the signature pages of this Agreement and thereafter each Domestic Subsidiary that executes a Counterpart Agreement or such other accession agreement to this Agreement as a Domestic Guarantor accepted and agreed by, and in form and substance reasonably satisfactory to, Administrative Agent.

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

          “Employee Benefit Plan” means, in respect of any Credit Party, any “employee benefit plan” as defined in Section 3(3) of ERISA which is, in the case of any plan subject to Title IV of ERISA, sponsored, maintained or contributed to by, or required to be contributed by, Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates.

          “Entitlement Holder” has the meaning given such term in the UCC.

          “Entitlement Order” has the meaning given such term in the UCC.

          “Environmental Claim” means any investigation, notice, notice of violation, claim, action, suit, proceeding, demand, abatement order or other order or directive (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 or state (or any subdivision of either of them), statutes, ordinances, orders, rules, regulations, judgments, standards, orders-in-council, directives, consents, decrees, Governmental Authorizations, or any other applicable requirements of Governmental Authorities relating to (i) 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, or of the environment or natural resources (including ambient air, surface water, ground water, wetlands, land surface or subsurface strata) in any manner applicable to Holdings or any of its Subsidiaries or any Facility.

          “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor thereto.

          “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 ERISA Affiliate of Holdings or any of its Subsidiaries shall continue to be considered an ERISA Affiliate of Holdings or any such Subsidiary within the meaning of this definition with respect to the period such entity was an ERISA Affiliate of Holdings or such Subsidiary and with respect to liabilities arising after such period for which Holdings 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 (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) the provision by the administrator of any Pension Plan pursuant to Section 4041(a)(2) of ERISA of a notice of intent to terminate such plan in a distress termination described in Section 4041(c) of ERISA; (iv) the withdrawal by Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates from any Pension Plan with two or more contributing sponsors or the termination of any such Pension Plan resulting in liability to Holdings, any of its Subsidiaries or any of their respective 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 could reasonably be expected to 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 Holdings, 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 Holdings, 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 potential liability therefore, or the receipt by Holdings, 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 reasonably be expected to give rise to the imposition on Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates of material fines, material penalties, material taxes or related material 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 other than a Multiemployer Plan or the assets thereof, or against Holdings, 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; or (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.

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

          “Excess Amount” as defined in Section 6.8(b).

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

          “Excluded Property” as defined in Section 2.24(a).

          “Existing DIP Term Credit Facility” means the Senior Secured Super-Priority Debtor In Possession Term Loan and Guaranty Agreement, dated as of October 31, 2006, among the Credit Parties, certain other Subsidiaries of the Company, Goldman Sachs Credit Partners L.P., as Administrative Agent and Collateral Agent and Goldman Sachs Credit Partners L.P., as Joint Lead Arranger and Syndication Agent, Barclays Capital, as Joint Lead Arranger and Documentation Agent and Bank of America, N.A., as Issuing Bank and Credit Linked Deposit Bank and the lenders and other issuing banks party thereto, as amended, supplemented or otherwise modified from time to time.

          “Existing Mexican L/C” means that certain letter of credit No. TPTS-267629, issued by JPMorgan Chase Bank, N.A. in favor of Scotiabank f/b/o Fianzas Monterrey, SA (or any backstop, substitute or replacement letter of credit with respect thereto) so long as the face amount of such letter of credit does not exceed 4,700,000 Mexican Pesos.

          “Existing Second Lien Credit Agreement” the Credit Agreement, dated May 3, 2005 among Company, as borrower, the guarantors party thereto and the lenders and agents party thereto.

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

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

          “Fair Share” as defined in Section 7.2.

          “Fee Letter” means the fee letter, dated on or about the date hereof, from Ableco to Holdings and Company.

          “Federal Funds Effective Rate” means for any day, the rate per annum (expressed, as a decimal, rounded upwards, if necessary, to the next higher 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 , (i) if such day is not a Business Day, the Federal Funds 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 Rate for such day shall be the average rate charged to Administrative Agent, in its capacity as a Lender, on such day on such transactions as determined by Administrative Agent.

          “Final Order” means, collectively, the order of the Bankruptcy Court entered in the Chapter 11 Cases after a final hearing under Bankruptcy Rule 4001(c)(2) or such other procedures as approved by the Bankruptcy Court which order shall be reasonably satisfactory in form and substance to the Administrative Agent, together with all extensions, modifications and amendments thereto, in compliance with this Agreement.

          “Final Order Entry Date” means the date on which the Final Order shall have been entered by the Bankruptcy Court.

          “Financial Asset” has the meaning given to such term in the UCC.

          “Financial Officer Certification” means, with respect to the financial statements for which such certification is required, the certification of the chief financial officer or treasurer of Holdings that such financial statements fairly present, in all material respects, the financial condition of Holdings and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments and the absence of footnote disclosure.

          “Fiscal Month Budget” means the six month forecast setting forth income statements, balance sheet and cash flows of the Company and its Subsidiaries for the periods covered thereby or any other projections or forecasts prepared on a fiscal month basis by or on behalf of the Company and delivered by the Company to the Agents and the Lenders on or before the Closing Date pursuant to Section 3.1(g) hereto, which shall be in form and substance reasonably satisfactory to the Administrative Agent, as such forecasts and projections may be updated from time to time with the prior written consent of the Administrative Agent.

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

          “Fiscal Year” means the fiscal year of Company and its Subsidiaries ending on December 31 of each calendar year.

          “Fixed Asset Collateral” as defined in the Intercreditor Agreement.

          “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.

          “Foreign Guarantor” means, on the date of this Agreement, each Foreign Subsidiary listed on the signature pages of this Agreement and thereafter each Foreign Subsidiary that executes a Counterpart Agreement or such other accession agreement to this Agreement as a Foreign Guarantor accepted and agreed by, and in form and substance satisfactory to, Administrative Agent.

          “Foreign Collateral Agreement” means each security agreement or similar instrument, in form and substance reasonably satisfactory to each Agent, executed by any Foreign Guarantor on the Closing Date or from time to time thereafter in accordance with Section 5.10, as such Foreign Collateral Agreement may be amended, restated, supplemented or otherwise modified from time to time.

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

          “Funding Default” as defined in Section 2.22.

          “Funding Guarantors” 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, generally accepted accounting principles in the United States in effect as of the date of determination thereof.

          “Governmental Authority” means any federal, state, municipal, national or other government, governmental department, commission, board, bureau, court, agency, tribunal or instrumentality or political subdivision thereof or any entity or officer exercising executive, legislative, judicial, regulatory, governmental or administrative functions of or pertaining to any government or any court or central bank, 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.

          “General Intangible” as defined in the UCC.

          “Guaranteed Obligations” as defined in Section 7.1.

          “Guarantor” means each Domestic Guarantor and each Foreign Guarantor.

          “Guarantor Subsidiary” means each Subsidiary of Company that is a Guarantor.

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

          “Hazardous Materials” means any chemical, material, substance, or exposure to, which is prohibited, limited or regulated by any Governmental Authority because of its hazardous, dangerous or deleterious properties or which may or could pose a hazard to the health

and safety of the owners, occupants or any Persons in the vicinity of any Facility or to the indoor or outdoor environment.

          “Hazardous Materials Activity” means any 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 corrective action or response action with respect to any of the foregoing.

          “Hedge Agreement” means an Interest Rate Agreement, a Currency Agreement or an option contract, commodities future or option contract for materials used in the ordinary course of business, entered into with a Lender Counterparty in order to satisfy the requirements of this Agreement or otherwise in the ordinary course of Company’s or any of its Subsidiaries’ businesses.

          “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 Holdings and its Subsidiaries, for the immediately preceding three (3) Fiscal Years (other than Fiscal Year 2007), consisting of balance sheets and the related consolidated statements of income, stockholders’ equity and cash flows for such Fiscal Years, (ii) the unaudited financial statements of Holdings and its Subsidiaries as at the most recently ended Fiscal Quarter, consisting of a balance sheet and the related consolidated statements of income, stockholders’ equity and cash flows for the three-, six-or nine-month period, as applicable, ending on such date, and (iii) the unaudited financial statements of Holdings and its Subsidiaries as at November 30, 2007, consisting of a balance sheet and the related consolidated statements of income, stockholders’ equity and cash flows for the month ending on such date and, in the case of clauses (i), (ii) and (iii), certified by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Holdings and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments.

          “Immaterial Subsidiary” means any Subsidiary of Holdings that is not a Credit Party which owns assets having a market value, and having gross revenues for its most recently ended fiscal year, in each case not in excess of (i) $2,000,000 individually and (ii) $5,000,000 in the aggregate for all such Subsidiaries.

          “Increased-Cost Lenders” as defined in Section 2.23.

          “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) notes

payable and 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 any such obligations incurred under ERISA), which purchase price is (a) due more than six months from the date of incurrence of the obligation in respect thereof or (b) evidenced by a note or similar written instrument; (v) 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; (vi) the face amount of any letter of credit issued for the account of that Person or as to which that Person is otherwise liable for reimbursement of drawings; (vii) 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; (viii) 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; (ix) 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 subclauses (a) or (b) of this clause (ix), the primary purpose or intent thereof is as described in clause (viii) above; and (x) all net obligations of such Person (which shall be determined on a net basis to the extent such obligations are subject to an effective netting arrangement) in respect of any exchange traded or over the counter derivative transaction, including, without limitation, any Interest Rate Agreement and Currency Agreement, whether entered into for hedging or speculative purposes.

          “Indemnified Liabilities” means, collectively, any and all liabilities, obligations, losses, damages (including natural resource damages), penalties, claims (including Environmental Claims), actions, judgments, suits, costs (including the reasonable 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), reasonable, out-of-pocket 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 delivered by any Lender to Company with respect to the transactions contemplated by this

Agreement; or (iii) any Environmental Claim or any Hazardous Materials Activity relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, or practice of Holdings or any of its Subsidiaries.

          “Indemnitee” as defined in Section 10.3.

          “Intercreditor Agreement” means an Intercreditor Agreement substantially in the form of Exhibit I, as such intercreditor agreement may be amended, supplemented, or otherwise modified from time to time.

          “Interest Payment Date” means with respect to (i) any Base Rate Loan, the last day of each calendar month, commencing on the first such date to occur after the Closing Date, if such date is a Business Day, otherwise the immediately preceding Business Day, and the final maturity date of such Loan; and (ii) any LIBOR Loan or unreimbursed Synthetic L/C Disbursement, (x) the last day of each calendar month, commencing on the first such date to occur after the Closing Date, if such date is a Business Day, otherwise the immediately preceding Business Day, and the final maturity date of such Loan or unreimbursed Synthetic L/C Disbursement and (y) the last day of each LIBOR Period applicable to such Loan or unreimbursed Synthetic L/C Disbursement.

          “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 for the purpose of hedging the interest rate exposure associated with Company’s and its Subsidiaries’ operations and not for speculative purposes.

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

          “Interim Order” means, collectively, the order of the Bankruptcy Court entered in the Chapter 11 Cases after an interim hearing (assuming satisfaction of the standards prescribed in Section 364 of the Bankruptcy Code and Bankruptcy Rule 4001 and other applicable law), in form and substance reasonably satisfactory to the Administrative Agent, together with all extensions, modifications, and amendments thereto in compliance with this Agreement which, among other matters but not by way of limitation, authorizes, on an interim basis, Company and the Guarantors to execute and perform under the terms of this Agreement and the other Credit Documents.

          “Interim Order Entry Date” means the date on which the Interim Order shall have been entered by the Bankruptcy Court.

          “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.

          “Investment” means (i) any direct or indirect purchase or other acquisition by Holdings or any of its Subsidiaries of, or of a beneficial interest in, any of the Securities of any other Person (other than a Guarantor Subsidiary); (ii) any direct or indirect redemption, retirement, purchase or other acquisition for value, by any Subsidiary of Holdings from any Person (other than Holdings or any Guarantor Subsidiary), of any Capital Stock of such Person;

and (iii) any direct or indirect loan, advance (other than advances to employees for moving, entertainment and travel expenses, drawing accounts and similar expenditures in the ordinary course of business) or capital contributions by Holdings or any of its Subsidiaries to any other Person (other than Holdings or any Guarantor Subsidiary), including all indebtedness and accounts receivable 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. 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.

          “Investment Grade” means a rating of no less than BBB- by S&P and no less than Baa3 by Moody’s.

          “Issuing Bank” means any financial institution party hereto as Issuing Bank, together with its permitted successors and assigns in such capacity, including any financial institution which agrees to become an Issuing Bank after the date hereof with the agreement of Administrative Agent and Company.

          “JCI” means, collectively, Johnson Controls Systems, Inc., its affiliates and subsidiaries, and Bridgewater Interiors.

          “JCI Agreements” means, collectively, (i) that certain Modification Agreement by and among the Credit Parties and JCI, executed on September 21, 2007 and October 3, 2007 (as modified by that certain Order Approving JCI Agreements entered by the Bankruptcy Court on November 9, 2007 (the “JCI Order”), the “Modification Agreement”) and (ii) that certain Access Agreement by and among the Credit Parties and JCI, executed on September 21, 2007 and October 3, 2007 (as modified by the JCI Order, the “Access Agreement”).

          “Joint Venture” means a joint venture, partnership or other similar arrangement, whether in corporate, partnership or other legal form; provided , 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 Personal Property Collateral Access Agreement” means a Landlord Waiver and Consent Agreement substantially in the form of Exhibit J with such amendments or modifications as may be reasonably approved by Collateral Agent and the other parties thereto.

          “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.

          “Lender Counterparty” means each Lender or any Affiliate of a Lender counterparty to a Hedge Agreement (including any Person who is a Lender (and any Affiliate thereof) as of the Closing Date but subsequently, whether before or after entering into a Hedge Agreement, ceases to be a Lender) including, without limitation, each such Affiliate that enters into a joinder agreement with Collateral Agent.

          “Liabilities” as defined in Section 2.33.

          “LIBOR Loans” means a Loan or any portion thereof bearing interest by reference to the LIBOR Rate.

          “LIBOR Period” means, in connection with a LIBOR Loan, an interest period of one, two or three months as selected by Company 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 LIBOR Period expires; provided , (a) if a LIBOR Period would otherwise expire on a day that is not a Business Day, such LIBOR Period shall expire on the next succeeding Business Day unless no further Business Day occurs in such month, in which case such LIBOR Period shall expire on the immediately preceding Business Day; (b) any LIBOR 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 LIBOR Period) shall, subject to clause (c) of this definition, end on the last Business Day of a calendar month; and (c) no LIBOR Period with respect to any portion of the Loans shall extend beyond the Maturity Date.

          “LIBOR Rate” means, for any Interest Rate Determination Date with respect to a LIBOR Period for a LIBOR Loan, the greater of (x) 3.75% and (y) the rate per annum obtained by dividing (and rounding upward to the next whole multiple of 1/16 of 1%) (i) (a) the rate per annum (rounded to the nearest 1/100 of 1%) equal to the rate determined by Administrative Agent to be the offered rate which appears on the page of 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 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 1/100 of 1%) equal to the offered quotation rate to first class banks in the London interbank market by Deutsche Bank 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 of Administrative Agent, in its capacity as a Lender, for which the 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, by (ii) an amount equal to (a) one minus (b) the Applicable Reserve Requirement.

          “Lien” means (i) any lien, mortgage, pledge, assignment, security interest, hypothecation, deemed trust, 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 Tranche B Loans.

          “Loan Account” means an account maintained hereunder by Administrative Agent on its books of account at its Principal Office, and with respect to Company, in which Company will be charged by Administrative Agent with all Loans made to, and all other Obligations (when owing hereunder) with respect to the Loans incurred by, Company.

          “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, or financial condition of Holdings and its Subsidiaries taken as a whole; (ii) the ability of the Credit Parties to fully and timely perform their Obligations; (iii) the legality, validity, binding effect or enforceability against the Credit Party of the Credit Documents to which they are a party; (iv) the rights, remedies and benefits available to, or conferred upon, the Agents, the Lenders and the other Secured Parties under the Credit Documents; or (v) the validity, perfection or priority of the Lien in favor of the Collateral Agent for the benefit of the Lenders on any of the Collateral with a fair market value of $5,000,000 or more; provided that “Material Adverse Effect” shall not include (a) the commencement of the Chapter 11 Cases and (b) any matter occurring prior to the date hereof and disclosed on Schedule 1.1(a).

          “Material Contract” means any contract, agreement with respect to provision of parts for an automobile model or other arrangement to which Holdings 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.

          “Maturity Date” means the earliest to occur of (i) the date which is 30 days following the date of entry of the Interim Order if the Final Order has not been entered by the Bankruptcy Court on or prior to such date, (ii) June 30, 2008, (iii) the date of the substantial consummation (as defined in Section 1101(2) of the Bankruptcy Code) of a plan of reorganization in the Chapter 11 Cases that has been confirmed by an order of the Bankruptcy Court, (iv) the closing of a sale of all or substantially all of the assets of the Credit Parties and (v) such earlier date on which all Tranche B Loans and other Obligations for the payment of money shall become due and payable in accordance with the terms of this Agreement and the other Credit Documents.

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

          “Multiemployer Plan” means any Employee Benefit Plan which is a “multiemployer plan” as defined in Section 3(37) of ERISA and subject to ERISA.

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

          “Narrative Report” means, with respect to the financial statements for which such narrative report is required, a narrative report describing the operations of Holdings 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.

          “Net Asset Sale Proceeds” means, with respect to any Asset Sale, an amount equal to: (i) Cash payments (including any Cash received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) received by Holdings or any of its Subsidiaries from such Asset Sale, minus (ii) any bona fide direct costs, commissions, fees and expenses incurred in connection with such Asset Sale, including (a) income, sale, use, transaction, gains or other taxes payable by the seller as a result of any gain recognized in connection with such Asset Sale, (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) and normal course post-closing adjustments attributable to seller’s indemnities and representations and warranties to purchaser in respect of such Asset Sale undertaken by Holdings or any of its Subsidiaries in connection with such Asset Sale.

          “Net Insurance/Condemnation Proceeds” means an amount equal to: (i) any Cash payments or proceeds received by Holdings or any of its Subsidiaries (a) under any casualty insurance policy in respect of a covered loss thereunder or (b) as a result of the taking of any assets of Holdings or any of its Subsidiaries by 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) the sum of (a) any actual and reasonable costs incurred by Holdings or any of its Subsidiaries in connection with the adjustment or settlement of any claims of Holdings 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 payable as a result of any gain recognized in connection therewith.

          “New Lending Office” as defined in Section 2.20(d).

          “New Plan” as defined in Section 5.15(a).

          “Nonpublic Information” means information which has not been disseminated in a manner making it available to investors generally, within the meaning of Regulation FD.

          “Non-U.S. Lender” as defined in Section 2.20(d).

          “Note” means any Synthetic L/C Note or Tranche B Note.

          “Notice” means a Funding Notice or a Conversion/Continuation Notice.

          “Obligations” means all obligations of every nature of each Credit Party under the Credit Documents, including unreimbursed Synthetic L/C Disbursements and obligations from

time to time owed to the Agents (including former Agents), the Lenders, any Issuing Bank or any of them and Lender Counterparties, under any Credit Document or Hedge Agreement whether for principal, interest (including the PIK Amount), reimbursement of amounts drawn under Synthetic Letters of Credit, payments for early termination of Hedge Agreements, fees, expenses, indemnification or otherwise, including all obligations to provide cash collateral for any unreimbursed Synthetic L/C Disbursement.

          “Obligee Guarantor” as defined in Section 7.7.

          “Orders” means, collectively, each of the Interim Order and the Final Order.

          “Organizational Documents” means (i) with respect to any corporation, its certificate or articles of incorporation or organization, as amended, and its by-laws or memorandum and articles of association (or equivalent), as amended, (ii) with respect to any limited partnership, its certificate or declaration of limited partnership, as amended, and its partnership agreement, as amended, (iii) with respect to any general partnership, its partnership agreement, as amended, and (iv) with respect to any Domestic Subsidiary that is a limited liability company, its articles of organization, as amended, and its operating agreement, as amended. 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 including an official of a non-U.S. government, the reference to any such “Organizational Document” shall only be to a document of a type customarily certified by such governmental official in such official’s relevant jurisdiction.

          “Other Taxes” as defined in Section 2.20(b).

          “Participant Register” shall have the meaning assigned to it in Section 10.6(g).

          “Patriot Act” shall have the meaning assigned to it in Section 4.23.

          “PBGC” means the Pension Benefit Guaranty Corporation or any successor thereto.

          “Pension Plan” means, in respect of any Credit Party, 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.

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

          “Permitted Priority Liens” means Liens permitted under Sections 6.2(b), (f), (g), (h), (i), (k), (l), (n), (o), (p) (to the extent the Liens are valid and perfected), (r) and (s); provided , in the case of Section 6.2(b), solely with respect to the Liens on Current Asset Collateral.

          “Person” means and includes natural persons, corporations, limited partnerships, general partnerships, limited liability companies, unlimited 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.

          “Petition Date” shall have the meaning assigned to it in the recitals.

          “PIK Amount” means, as of any date of determination, the amount of all interest accrued with respect to the Loans that has been paid in kind by being added to the principal balance of the Loans in accordance with Section 2.8(a).

          “PIK Rate” means 3.00% per annum.

          “Platform” shall have the meaning assigned to it in Section 5.1(m).

          “Postpetition” means the time period beginning immediately after the filing of the Chapter 11 Cases.

          “Prepetition” means the time period ending immediately prior to the filing of the Chapter 11 Cases.

          “Prepetition Indebtedness” means all Indebtedness of Company or any Guarantor outstanding immediately prior to the filing of the Chapter 11 Cases.

          “Prime Rate” means the greater of (i) 6.75% and (ii) 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 reference rate, base rate or prime rate is determined from time to time by the Reference Bank as a means of pricing some loans to its borrowers and neither is tied to any external rate of interest or index nor necessarily reflects the lowest rate of interest actually charged by the Reference Bank to any particular class or category of customers. Each change in the Reference Rate shall be effective from and including the date such change is publicly announced as being effective.

          “Principal Office” means, for each Agent and Issuing Bank, the “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. With respect to any payments or transfers to be made at Administrative Agent’s Principal Office such payments or transfers shall be made to the account specified by Administrative Agent to the Company in writing from time to time.

          “Priority Professional Expenses” means those Carve-Out Expenses entitled to a priority as set forth in sub-clause (ii) of the clause “ first ” of the definition of the term “Agreed Administrative Expense Priorities”.

          “Prohibited Assignee” means any party designated as a “Prohibited Assignee” in a separate written agreement entered into between Company and Agents.

          “Property Portfolio” means the real property located at (i) 9444 Florida Mining Boulevard East, Jacksonville, Florida, (ii) 617 Douro Street, Stratford, Ontario, Canada, (iii) 322 East Bridge Street, Brownstone, Indiana, (iv) 800 North College Street, Fulton, Kentucky, (v) 132 Ferro Road, Pikeville, Tennessee, (vi) 1775 East U.S. 20, LaGrange, Indiana, (vii) 5 Industrial Loop, Hannibal, Missouri, (viii) 345 Ecclestone Road, Bracebridge, Ontario, Canada and (ix) 445 Helm Street, Brookfield, Missouri.

          “Pro Rata Share” means with respect to all payments, computations and other matters relating to (x) the Tranche B Commitments or Tranche B Loans of any Lender, the percentage obtained by dividing (i) the Tranche B Loan Exposure of that Lender by (ii) the aggregate Tranche B Loan Exposure of all Lenders, and (y) the Credit-Linked Deposits or Synthetic L/C Commitments of any Lender, the percentage obtained by dividing (i) the Synthetic L/C Exposure of that Lender by (ii) the aggregate Synthetic L/C Exposure. 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 Synthetic L/C Exposure and the Tranche B Loan Exposure of that Lender by (B) an amount equal to the sum of the aggregate Synthetic L/C Exposure and the Tranche B Loan Exposure of all Lenders.

          “Rating Agencies” as defined in Section 2.33.

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

          “Reference Bank” means JPMorgan Chase Bank, N.A. its successors or any other commercial bank designated in writing by Administrative Agent to Company from time to time.

          “Register” as defined in Section 10.6(d).

          “Registered Loans” as defined in Section 10.6(d).

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

          “Regulation FD” means Regulation FD as promulgated by the US Securities and Exchange Commission under the Securities Act and Exchange Act as in effect from time to time.

          “Reimbursement Date” as defined in Section 2.4(e).

          “Related Fund” means, with respect to any Person, an Affiliate of such Person, or a fund or account managed by such Person or an Affiliate of such Person.

          “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.

          “Replacement Lender” as defined in Section 2.23.

          “Requisite Lenders” means one or more Lenders having or holding Synthetic L/C Exposure and/or Tranche B Loan Exposure and representing more than 50% of the sum of (i) the Synthetic L/C Exposure of all Lenders and (ii) the aggregate Tranche B Loan Exposure of all Lenders.

          “Restricted Junior Payment” means (i) any dividend or other distribution, direct or indirect, on account of any shares of any class of stock of Holdings or Company now or hereafter outstanding, except a dividend payable solely in shares of Capital 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 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 Holdings or Company now or hereafter outstanding; and (iv) 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 or Indebtedness outstanding under the Existing Second Lien Credit Agreement.

          “Revolving Administrative Agent” means the “Administrative Agent” as defined in the Revolving DIP Credit Agreement.

          “Revolving Collateral Agent” means the “Collateral Agent” as defined in the Revolving DIP Credit Agreement.

          “Revolving Commitments” means the term “Commitments” under the Revolving DIP Credit Agreement.

          “Revolving Credit Documents” means the “Credit Documents” as defined in the Revolving DIP Credit Agreement.

          “Revolving Credit Obligations” means the “Obligations” as defined in the Revolving DIP Credit Agreement.

          “Revolving Facilities” means the Revolving Loans and letter of credit facility under the Revolving DIP Credit Agreement.

          “Revolving DIP Credit Agreement” means the Senior Secured Super-Priority Debtor In Possession Revolving Credit and Guaranty Agreement, dated as of November 30, 2006, among Company, the Guarantors, General Electric Capital Corporation, as Administrative Agent and Collateral Agent and Goldman Sachs Credit Partners L.P., as Joint Lead Arranger and Syndication Agent, and Barclays Capital, as Joint Lead Arranger and Documentation Agent and the lenders and issuing banks party thereto, as amended, supplemented or otherwise modified.

          “Revolving DIP Credit Agreement Amendment” as defined in Section 3.1(q).

          “Revolving Loans” means the term “Loans” under the Revolving DIP Credit Agreement.

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

          “Sale and Lease-Back Transaction” as defined in Section 6.11.

          “Secured Parties” means (i) the Agents and the Lenders and (ii) has the meaning assigned to that term in the applicable Collateral Document.

          “Securities” means any stock, shares, partnership interests, voting trust certificates, units, certificates of interest or participation in any profit-sharing agreement or 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 Account” has the meaning given to such term in the UCC.

          “Securities Account Bank” means a financial institution selected or approved by Administrative Agent.

          “Securities Account Control Agreement” means an agreement, in form and substance reasonably satisfactory to Collateral Agent, entered into by Borrower and/or a Domestic Guarantor, Collateral Agent (or its agent) and a Securities Account Bank which maintains one or more Securities Accounts for Borrower or such Domestic Guarantor.

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

          “Securitization” as defined in Section 2.33.

          “Securitization Parties” as defined in Section 2.33.

          “Shortfall Amount” as defined in Section 6.8(b).

          “Specified Amount” as defined in Section 6.8(b).

          “Subordinated Indebtedness” means Prepetition Indebtedness set forth on Schedule 1.1(b).

          “Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company, association, joint venture or other business entity of which more than 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 , 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.

          “Synthetic L/C Availability Period” means the period from the Closing Date to but excluding the Maturity Date.

          “Synthetic L/C Commitment” means the commitment of a Lender to make or otherwise fund a Credit-Linked Deposit and “Synthetic L/C Commitments” means such commitments of all Lenders in the aggregate. The amount of each Lender’s Synthetic L/C Commitment, if any, is set forth under the caption “Synthetic L/C Commitments” on Appendix A or in the applicable Assignment Agreement, subject to any adjustment or reduction pursuant to the terms and conditions hereof. The aggregate amount of the Synthetic L/C Commitments as of the Closing Date is $20,000,000.

          “Synthetic L/C Disbursement” means a payment or disbursement made by Issuing Bank pursuant to a Synthetic Letter of Credit.

          “Synthetic L/C Facility” means Synthetic Letters of Credit and the provisions herein related to the Synthetic Letters of Credit.

          “Synthetic L/C Exposure” means, with respect to any Synthetic L/C Lender, as of any date of determination, the outstanding principal amount of the Credit-Linked Deposit of such Lender and, without duplication, its participation hereunder in any Synthetic Letter of Credit; provided, at any time prior to the making of the Credit-Linked Deposit, the Synthetic L/C Exposure of any Lender shall be equal to such Lender’s Synthetic L/C Commitment.

          “Synthetic L/C Lender” means each Lender having a Synthetic L/C Commitment or which has an interest in a Credit-Linked Deposit.

          “Synthetic L/C Note” means a promissory note in the form of Exhibit B-1, as it may be amended, supplemented or otherwise modified from time to time.

          “Synthetic L/C Undrawn Amount” means, as at any date of determination, the sum of (a) the aggregate undrawn amount of all outstanding Synthetic Letters of Credit at such date and (b) the aggregate amount of all Synthetic L/C Disbursements that have not yet been reimbursed at such date (or deemed to have not yet been reimbursed at such date pursuant to Section 2.4(e)).

          “Synthetic Letter of Credit” means a commercial or standby letter of credit issued or to be issued by Issuing Bank pursuant to this Agreement.

          “Taxes” as defined in Section 2.20(a).

          “Term Loan Facilities” means (a) the Tranche B Facility and (b) the Synthetic L/C Credit Facility.

          “Terminated Lender” as defined in Section 2.23.

          “Total Credit-Linked Deposit” means, as at any date of determination, the sum of all Credit-Linked Deposits at such date.

          “Tranche B Commitment” means, with respect to each Tranche B Lender, the commitment of such Lender to make Tranche B Loans to Company on the Closing Date in the aggregate principal amount outstanding not to exceed the amount set forth opposite such

Lender’s name on Appendix A under the caption “Tranche B Commitments” as amended from time to time to reflect each Assignment Agreement executed by such Lender and as such amount may be reduced pursuant to this Agreement. The aggregate principal amount of all Tranche B Commitments on the Closing Date shall be $150,000,000.

          “Tranche B Facility” means the Tranche B Commitments and the provisions herein related to the Tranche B Loans.

          “Tranche B Lender” means each Lender having a Tranche B Commitment or a Tranche B Loan.

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

          “Tranche B Loan” the meaning specified in Section 2.1(a).

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

          “Transferee” as defined in Section 2.20(a).

          “Type of Loan” means a Base Rate Loan or a LIBOR Loan.

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

          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. If any change in GAAP results in a change in the calculation of the financial covenants or interpretation of related provisions of this Agreement or any other Credit Document, then Company, Administrative Agent and the Lenders agree to amend such provisions of this Agreement so as to equitably reflect such changes in GAAP with the desired result that the criteria for evaluating Company’s financial condition shall be the same after such change in GAAP as if such change had not been made; provided that, notwithstanding any other provision of this Agreement, the Requisite Lenders’ agreement to any amendment of such provisions shall be sufficient to bind all Lenders, and provided further that, until such time as the financial covenants and related provisions of this Agreement have been amended in accordance with the terms of this Section 1.2, the calculations of financial covenants and the interpretation of any related provisions shall be calculated and interpreted in accordance with GAAP as in effect immediately prior to such change in GAAP. Notwithstanding anything to the contrary in the

foregoing, the definitions set forth in the Credit Documents and any financial calculations required by the Credit Documents shall be computed to exclude (a) the effect of purchase accounting adjustments, including the effect of non-Cash items resulting from any amortization, write-up, write-down or write-off of any assets or deferred charges (including, without limitation, intangible assets, goodwill and deferred financing costs in connection with any acquisition or any merger, consolidation or other similar transaction permitted by this Agreement), (b) the application of FAS 133, FAS 150 or FAS 123r (to the extent that the pronouncements in FAS 123r result in recording an equity award as a liability on the consolidated balance sheet of Company and its Subsidiaries in the circumstance where, but for the application of the pronouncements, such award would have been classified as equity), (c) any mark-to-market adjustments to any derivatives (including embedded derivatives contained in other debt or equity instruments under FAS 133), and (d) any non-Cash compensation charges resulting from the application of FAS 123r.

          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 herein of the word “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. Any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein).

          2. LOANS AND SYNTHETIC LETTERS OF CREDIT

          2.1 Tranche B Term Loans . On the Closing Date on the terms and subject to the conditions contained in this Agreement, each Tranche B Lender severally agrees to make a term loan (each a “Tranche B Loan”) to Company in an amount not to exceed such Lender’s Tranche B Commitment in effect at such time, which Tranche B Loan shall be available in Dollars to Company pursuant to such Lender’s pro rata share of the Tranche B Commitments. Amounts of Tranche B Loans repaid or prepaid may not be reborrowed.

          2.2 Intentionally Omitted .

          2.3 Borrowing Mechanics for Loans .

          (a) Company shall deliver to Administrative Agent a fully executed Funding Notice no later than one Business Day prior to the Closing Date. Promptly upon receipt by Administrative Agent of such Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing.

          (b) Each Lender shall make its Tranche B Term Loans 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 at Administrative Agent’s Principal Office. Upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of the Loans available to Company on the Closing Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Tranche B Term Loans received by Administrative Agent from Tranche B Lenders to be credited to the account of Company at Administrative Agent’s Principal Office or to such other account(s) as may be designated in writing to Administrative Agent by Company.

          2.4 Issuance of Synthetic Letters of Credit .

          (a) General . Subject to the terms and conditions hereof, Company may request the issuance of a Synthetic Letter of Credit at any time and from time to time during the Synthetic L/C Availability Period, in each case for its own account or for the account of Company or any Domestic Guarantor (in which case Company and such Guarantor shall be co-applicants with respect to such Synthetic Letter of Credit) in form and substance reasonably acceptable to Administrative Agent and Issuing Bank. Each Synthetic Letter of Credit shall be (i) denominated in Dollars, (ii) the stated amount of each Letter of Credit shall not be less than $20,000 or such lesser amount as is acceptable to Issuing Bank, (iii) after giving effect to such issuance, in no event shall the Synthetic Letter of Credit Undrawn Amount exceed the Total Credit-Linked Deposit at such time, and (iv) in no event shall any Synthetic Letter of Credit have an expiration date later than as permitted by clause (c) below. This Section shall not be construed to impose an obligation upon Issuing Bank to issue any Synthetic Letter of Credit that is inconsistent with the terms and conditions of this Agreement. In addition, any amendment, renewal or extension of an existing Synthetic Letter of Credit in accordance with the terms hereof shall be in form and substance reasonably acceptable to Administrative Agent and Issuing Bank.

          (b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions . In order to request the issuance of a Synthetic Letter of Credit (or to amend, renew or extend an existing Synthetic Letter of Credit), Company shall hand deliver, fax or email to Issuing Bank and Administrative Agent (no less than three Business Days (or such shorter period of time acceptable to Issuing Bank) in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Synthetic Letter of Credit, or identifying the Synthetic Letter of Credit to be amended, renewed or extended, the date of issuance, amendment, renewal or extension, the date on which such Synthetic Letter of Credit is to expire (which shall comply with clause (c) below), the amount of such Synthetic Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare such Synthetic Letter of Credit. A Synthetic Letter of Credit shall be issued, amended, renewed or extended only if, and upon issuance, amendment, renewal or extension of each such Synthetic Letter of Credit, Company shall be deemed to represent and warrant that, after giving effect to such issuance, amendment, renewal or extension the Synthetic L/C Undrawn Amount shall not exceed the Total Credit-Linked Deposit at such time. Notwithstanding the foregoing, the issuance of Synthetic Letters of Credit shall also be subject to the other limitations set forth in this Section 2.4.

          (c) Expiration Date . Each Synthetic Letter of Credit shall expire no later than the close of business on the Maturity Date. In no event shall any Synthetic Letter of Credit be issued if such Synthetic Letter of Credit is otherwise unacceptable to Issuing Bank in its reasonable discretion. In no event shall any Synthetic Letter of Credit be issued if prior to the issuance of such Synthetic Letter of Credit, Administrative Agent notifies the Issuing Bank that the conditions set forth in Section 3.3 have not been satisfied or waived in accordance with this Agreement.

          (d) Participations . On the Closing Date, without any further action on the part of Issuing Bank or the Lenders, Issuing Bank hereby grants to each Synthetic L/C Lender with a Credit-Linked Deposit, and each such Lender with a Credit-Linked Deposit hereby acquires from Issuing Bank, a participation in each Synthetic Letter of Credit equal to such Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Synthetic Letter of Credit. The aggregate purchase price for the participations of each Synthetic L/C Lender in Synthetic Letters of Credit shall equal the amount of the Credit-Linked Deposit of such Lender. Each Synthetic L/C Lender severally and not jointly agrees to pay to Administrative Agent its Credit-Linked Deposit in full on the Closing Date. If Issuing Bank shall not have received from Company the payment required to be made by Section 2.4(e) below within the time specified in such Section, Issuing Bank will promptly notify Administrative Agent of the Synthetic L/C Disbursement and Administrative Agent will promptly notify each Synthetic L/C Lender of such Synthetic L/C Disbursement and its Pro Rata Share thereof. Each Synthetic L/C Lender hereby absolutely and unconditionally agrees that if Issuing Bank makes a Synthetic L/C Disbursement which is not reimbursed by Company on the Reimbursement Date described in Section 2.4(e)(i), or is required to refund any reimbursement payment in respect of any Synthetic L/C Disbursement to Company for any reason, Administrative Agent shall reimburse Issuing Bank for the amount of such Synthetic L/C Disbursement, ratably as among the applicable Lenders in accordance with their Pro Rata Shares of the Total Credit-Linked Deposit, from such Lender’s Credit-Linked Deposit. Any such payment made from the Credit-Linked Deposit Account pursuant to the preceding sentence to reimburse Issuing Bank for any Synthetic L/C Disbursement shall not constitute a Loan and shall not release Company from its obligation to pay over to Administrative Agent in reimbursement thereof an amount equal to the amount paid from the Credit-Linked Deposit Account with respect to such Synthetic L/C Disbursement when due pursuant to Section 2.4(e)(ii), and such payment shall be deposited by Administrative Agent in the Credit-Linked Deposit Account to be added to the Credit-Linked Deposits of the Synthetic L/C Lenders in accordance with their Pro Rata Shares. Each Synthetic L/C Lender acknowledges and agrees that its obligation to acquire and fund participations in respect of Synthetic Letters of Credit pursuant to this paragraph is unconditional and irrevocable and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default or the return of the Credit Linked Deposits, and that such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Without limiting the foregoing, each Synthetic L/C Lender irrevocably authorizes Administrative Agent to apply amounts of its Credit-Linked Deposit as provided in this paragraph. Without incurring any additional obligations hereunder, each Lender grants to Administrative Agent for the benefit of Issuing Bank a security interest in and Lien on such Lender’s Pro Rata Share of the Total Credit-Linked Deposit, together with all proceeds thereof, as security for such Lender’s obligation to reimburse Issuing Bank in accordance with the terms hereof. Each Agent and each Lender agrees that (i) Administrative Agent, as holder of the

Credit-Linked Deposit, is appointed and shall act as collateral agent for Issuing Bank in connection with the security interest granted to Issuing Bank pursuant to this Section 2.4(d), (ii) Issuing Bank will be issuing, amending, renewing and extending Synthetic Letters of Credit in reliance on the availability of such Lender’s Pro Rata Share of the Total Credit-Linked Deposit to discharge such Lender’s obligations in accordance with this Section 2.4 and (iii) all rights of banker’s lien, set-off or counterclaim of each Agent and Lender with respect the monies in the Credit-Linked Deposit Account are expressly subordinated to the reimbursement rights of Issuing Bank under this Section 2.4(d).

          (e) Reimbursement . If Issuing Bank shall make any Synthetic L/C Disbursement in respect of a Synthetic Letter of Credit, Company shall at its option either (i) pay to Issuing Bank an amount equal to such Synthetic L/C Disbursement not later than 10:00 a.m., New York City time on the Business Day immediately following the Business Day on which Company shall have received notice from Issuing Bank that payment of such draft will be made (the “Reimbursement Date”) or (ii) pay to the Administrative Agent, for the benefit of the Lenders, an amount equal to such Synthetic L/C Disbursement on or before the Maturity Date to the extent previously paid from a Credit-Linked Deposit.

          (f) Obligations Absolute . Company’s obligations to reimburse Synthetic L/C Disbursements as provided in clause (e) above and the obligation of Administrative Agent to reimburse any Issuing Bank on behalf of the Lenders as provided in clause (d) above shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under any and all circumstances whatsoever, and irrespective of:

          (i) any lack of validity or enforceability of any Synthetic Letter of Credit or any Credit Document, or any term or provision therein;

          (ii) any amendment or waiver of, or any consent to departure from, all or any of the provisions of any Synthetic Letter of Credit or any Credit Document;

          (iii) the existence of any claim, setoff, defense or other right that Company, any other party guaranteeing, or otherwise obligated with, Company, any subsidiary or other Affiliate thereof or any other person may at any time have against the beneficiary under any Synthetic Letter of Credit, Issuing Bank, Administrative Agent, the Collateral Agent or any Lender or any other person, whether in connection with this Agreement, any other Credit Document or any other related or unrelated agreement or transaction;

          (iv) any draft or other document presented under a Synthetic 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;

          (v) payment by Issuing Bank under a Synthetic Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Synthetic Letter of Credit; and

          (vi) any other act or omission to act or delay of any kind of Issuing Bank, any Lender, Administrative Agent, the Collateral Agent or any other person or any

other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of Company’s obligations hereunder.

          Without limiting the generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation of Company hereunder to reimburse Synthetic L/C Disbursements will not be excused by the gross negligence or willful misconduct of Issuing Bank. However, the foregoing shall not be construed to excuse Issuing Bank from liability to Company 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 permitted by applicable law) suffered by Company that are caused by Issuing Bank’s gross negligence or willful misconduct in determining whether drafts and other documents presented under a Synthetic Letter of Credit comply with the terms thereof; it is understood that Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Synthetic Letter of Credit (i) Issuing Bank’s exclusive reliance on the documents presented to it under such Synthetic Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Synthetic Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Synthetic Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Synthetic Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) Issuing Bank shall not be responsible for any noncompliance in any immaterial respect of the documents presented under such Synthetic Letter of Credit with the terms thereof.

          (g) Disbursement Procedures . Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Synthetic Letter of Credit. Issuing Bank shall as promptly as possible give telephonic notification, confirmed by fax, to Administrative Agent and Company of such demand for payment and whether Issuing Bank has made or will make an Synthetic L/C Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve Company of its obligation to reimburse Issuing Bank and the applicable Lenders with respect to any such Synthetic L/C Disbursement. Administrative Agent shall promptly give each Lender notice thereof.

          (h) Interim Interest . If Issuing Bank shall make any Synthetic L/C Disbursement in respect of a Synthetic Letter of Credit, then, unless Company shall reimburse such Synthetic L/C Disbursement in full on the Reimbursement Date, the unpaid amount thereof shall bear interest payable to Administrative Agent for the account of the Synthetic L/C Lenders (or, prior to the reimbursement to Issuing Banks with respect thereto from Credit-Linked Deposit Accounts pursuant to Section 2.4(d), Issuing Banks) for each day from and including the date of such Synthetic L/C Disbursement to but excluding the date of payment by Company (or by Administrative Agent pursuant to clause (d) above) at the rate of interest which is 2% per annum in excess of the rate of interest otherwise payable hereunder with respect to Tranche B Term Loans that are LIBOR Loans with notional successive Interest Periods of one month

commencing from the Closing Date. Interest payable under this Section 2.4(h) shall be calculated on the basis of a 360-day year for the actual number of days elapsed in the period during which it accrues and shall be payable upon demand by Administrative Agent or the date upon which Company reimburses such Synthetic L/C Disbursement in full.

          (i) Resignation or Removal of Issuing Bank . Issuing Bank may resign at any time by giving 30 days’ prior written notice to Administrative Agent, the Lenders and Company. Subject to the next succeeding paragraph, upon the acceptance of any appointment as Issuing Bank hereunder by a Lender that shall, with the consent of Company (such consent not to be unreasonably withheld or delayed), agree to serve as successor Issuing Bank, such successor shall succeed to and become vested with all the interests, rights and obligations of the retiring Issuing Bank and the retiring Issuing Bank shall be discharged from its obligations to issue additional Synthetic Letters of Credit hereunder. At the time such removal or resignation shall become effective, Company shall pay all accrued and unpaid fees pursuant to Section 2.11(b). The acceptance of any appointment as Issuing Bank hereunder by a successor Lender shall be evidenced by an agreement entered into by such successor, in a form satisfactory to Company and Administrative Agent, and, from and after the effective date of such agreement, (i) such successor Lender shall have all the rights and obligations of the previous Issuing Bank under this Agreement and the other Credit Documents and (ii) references herein and in the other Credit Documents to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the resignation or removal of Issuing Bank hereunder, the retiring Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement and the other Credit Documents with respect to Synthetic Letters of Credit issued by it prior to such resignation or removal, but shall not be required to issue additional Synthetic Letters of Credit.

          (j) Cash Collateralization . If any Event of Default shall occur and be continuing, Company shall, on the Business Day it receives notice from Administrative Agent or the Required Lenders thereof and of the amount to be deposited, deposit in an account with the Collateral Agent, for the ratable benefit of the Lenders, an amount in cash equal to 105% of the Synthetic L/C Undrawn Amount as of such date plus any accrued and unpaid interest and fees thereon. Such deposit shall be held by the Collateral Agent as collateral for the payment and performance of the obligations of Company under this Agreement. The Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits in investments made at the option and sole discretion of Administrative Agent, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall (i) automatically be applied by the Collateral Agent to reimburse Issuing Bank for Synthetic L/C Disbursements for which it has not been reimbursed, (ii) be held for the satisfaction of the reimbursement obligation of Company for the Synthetic L/C Undrawn Amount at such time and (iii) if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with Synthetic L/C Exposure representing greater than 50% of the total Synthetic L/C Exposure), be applied to satisfy the Obligations. If Company is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to Company within three Business Days after all Events of Default have been cured or waived. If Company is

required to provide an amount of cash collateral hereunder pursuant to Section 2.15, such amount (to the extent not applied as aforesaid) shall be returned to Company as and to the extent that, after giving effect to such return, Company would remain in compliance with Section 2.15 (and no Default or Event of Default shall have occurred and be continuing). If Company is required to provide an amount of cash collateral hereunder pursuant to Section 2.14(a), (b), (c) or (d), Company shall on the applicable date specified in Section 2.14(a), (b), (c) or (d), deposit an amount of cash collateral pursuant to this paragraph up to the lesser of the aggregate undrawn face amount of all outstanding Synthetic Letters of Credit on such date and the amount of such Net Cash Proceeds being applied pursuant to Section 2.14(a), (b), (c) or (d).

          (k) Additional Issuing Banks; Existing Letters of Credit . Company may, at any time and from time to time with the consent of Administrative Agent (which consent shall not be unreasonably withheld) and such Lender, designate one or more additional Lenders to act as an issuing bank under the terms of the Agreement. Any Lender designated as an issuing bank pursuant to this paragraph shall be deemed to be an “Issuing Bank” (in addition to being a Lender) in respect of Synthetic Letters of Credit issued or to be issued by such Lender, and, with respect to such Synthetic Letters of Credit, such term shall thereafter apply to the other Issuing Bank and such Lender. To the extent that any Person becomes an Issuing Bank hereunder which has, on the date thereof, issued outstanding letters of credit for the account Company, such letters of credit shall (subject to the conditions set forth of this Section 2.4(a)), with the agreement of Administrative Agent, Company and such Person be deemed issued as Synthetic Letters of Credit hereunder on such date.

          (l) Credit-Linked Deposit Account . The Credit-Linked Deposits shall be held by the Administrative Agent in the Credit-Linked Deposit Account, the Credit-Linked Deposit Account shall be a Deposit Account at the Credit-Linked Deposit Bank in the name of Administrative Agent and under the sole dominion and control of Administrative Agent and no party other than Administrative Agent shall have a right of withdrawal from the Credit-Linked Deposit Account or any other right or power with respect to the Credit-Linked Deposits, except as expressly set forth herein. Notwithstanding any provision in this Agreement to the contrary, the sole funding obligation of each Lender in respect of its participation in Synthetic Letters of Credit shall be satisfied in full upon the funding of its Credit-Linked Deposit on the Closing Date, subject in each case to Section 10.11.

          (i) Each of Company, Administrative Agent, Issuing Bank, the Credit-Linked Deposit Bank and each Lender having a Credit-Linked Deposit hereby acknowledges and agrees that each Lender is funding its Credit-Linked Deposit to Administrative Agent for application in the manner contemplated by this Section 2.4 and that Administrative Agent shall invest the Credit-Linked Deposits (except during periods when such Credit-Linked Deposits, or funds advanced by Administrative Agent against such Credit-Linked Deposits, are used to cover unreimbursed Synthetic L/C Disbursements) in its sole discretion and (without limiting the express obligations of each party hereto) at its sole risk. Any such interest so accrued on Credit-Linked Deposits (the “Credit-Linked Deposit Account Interest”) will be paid to the Lenders by Administrative Agent on each Credit-Linked Deposit Account Interest Payment Date.

          (ii) Company shall have no right, title or interest in or to the Credit-Linked Deposits and no obligations with respect thereto (except for the reimbursement obligations provided in this Section 2.4), it being acknowledged and agreed by the parties hereto that the making of the Credit-Linked Deposits by the Lenders, the provisions of this Section 2.4(l) and the application of the Credit-Linked Deposits in the manner contemplated by this Section 2.4 constitute agreements among Administrative Agent, Issuing Bank, the Credit-Linked Deposit Bank and each Lender with respect to the funding obligations of each Lender in respect of its participation in Synthetic Letters of Credit and do not constitute any loan or extension of credit to Company. The Credit-Linked Deposits shall not be the property of any Credit Party or constitute “Collateral” under any Credit Document or otherwise be available in any manner to satisfy any Obligation of any Credit Party.

          (iii) Subject to Company’s compliance with the cash-collateralization requirements set forth herein, Administrative Agent shall return any remaining Credit-Linked Deposits to the Lenders following the occurrence of the Maturity Date or, to the extent there are no Synthetic Letters of Credit outstanding, upon a reduction of the Synthetic L/C Facility pursuant to Section 2.13 and 2.14.

          (m) Existing Letters of Credit . Schedule 2.4(m) hereto contains a list of all synthetic letters of credit outstanding on the Closing Date pursuant to the Existing DIP Term Credit Facility. From and after the Closing Date, each such synthetic letter of credit, including any extension or renewal thereof shall constitute a “Synthetic Letter of Credit” issued for the account of Company, for all purposes of this Agreement, including, without limitation, calculations of Synthetic L/C Fees and Synthetic L/C Exposure.

          2.5 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 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 Administrative Agent shall have been notified by any Lender prior to the applicable Credit Date that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Loan requested on such Credit Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Credit Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Company a corresponding amount on such Credit Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent 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 Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and

thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Company, and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Credit Date until the date such amount is paid to Administrative Agent, at the rate payable hereunder for Base Rate Loans for such Loans. Nothing in this Section 2.5(b) shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

          2.6 Use of Proceeds . Company shall utilize the proceeds of the Loans and, with respect to clause (iii) below, the Synthetic Letters of Credit, solely (i) to repay in full the amounts outstanding under the Existing DIP Term Credit Facility and repay a portion of the outstanding Revolving Credit Obligations under the Revolving DIP Credit Agreement, (ii) to pay related transaction costs, fees and expenses, (iii) to provide working capital and for other general corporate purposes from time to time for Company and its Subsidiaries, (iv) to pay interest, fees and expenses owing to the Agents and the Lenders pursuant to this Agreement, (v) to make adequate protection payments with the combined proceeds of the Revolving Facility and the Loans (the “Adequate Protection Portion”) up to the amount specified in the Interim Order or Final Order, as applicable; provided , however , that the Adequate Protection Portion to the extent not used for such purpose shall only be permitted to be used for another purpose to the extent approved in writing by Administrative Agent pursuant to an updated Closing Budget as provided in Section 5.1(p), (vi) for other pre-petition expenses that are approved by the Bankruptcy Court to the extent approved by Administrative Agent and (vii) to pay professionals’ fees and expenses in connection with the Chapter 11 Cases. Company shall not be permitted to use the proceeds of the Loans: (i) to make any adequate protection payments not required under the Interim Order or the Final Order and not approved by the Administrative Agent, (ii) to finance in any way any action, suit, arbitration, proceeding, application, motion or other litigation challenging the validity, perfection, priority, extent or enforceability of the Obligations or the Liens of Collateral Agent on the Collateral, (iii) to finance in any way any action, suit, arbitration, proceeding, application, motion or other litigation challenging the validity, perfection, priority, extent or enforceability of the obligations of Company under the Revolving DIP Credit Agreement or the Liens of the Revolving Collateral Agent on the Collateral, (iv) to make any distribution under a plan of reorganization in any Chapter 11 Case and (v) to make any payment in settlement of any claim, action or proceeding, before any court, arbitrator or other governmental body without the prior written consent of each of Administrative Agent. 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 or any other regulation thereof or to violate the Exchange Act.

          2.7 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 Company 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 Company, 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 Company’s Obligations in respect of any

applicable Loans; and provided further , in the event of any inconsistency between the Register and any Lender’s records, the recordations in the Register shall govern.

          (b) Administrative Agent’s Evidence of Debt . The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, (ii) the Synthetic L/C Exposure of each Lender pursuant to the terms hereof from time to time, (iii) the amount of any principal or interest due and payable or to become due and payable from the Company to each Lender hereunder and (iv) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. The entries made in the accounts maintained pursuant to paragraph (a) or (b) of this Section 2.7 shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Company to repay the Obligations in accordance with the terms of this Agreement.

          (c) Notes . If so requested by any Lender by written notice to Company (with a copy to Administrative Agent) at least two Business Days prior to the Closing Date or at any time thereafter, Company 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 two Business Days prior to the Closing Date, within three Business Days after Company’s receipt of such notice) a Note or Notes to evidence such Lender’s Loans and/or Credit-Linked Deposits.

          2.8 Interest on Loans .

          (a) Except as otherwise set forth herein, each 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 7.00% per annum or

          (ii) if a LIBOR Loan, at the LIBOR Rate plus 10.00% per annum;

      provided that, a portion of the interest on each Loan equal to the PIK Rate that has accrued during such period shall be capitalized on such interest payment date and added to the outstanding principal amount of each Loan (inclusive of any PIK Amount theretofore so added) and the interest otherwise payable in cash shall be reduced by the amount of interest so capitalized. For purposes of this Agreement and the other Credit Documents, the amounts so capitalized hereunder shall bear interest in accordance with this Section 2.8(a) as though such amounts constituted a Loan made by the Lenders hereunder.

          (b) The basis for determining the rate of interest with respect to any Loan, and the LIBOR Period with respect to any LIBOR Loan, shall be selected by Company and notified to Administrative Agent and Lenders pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be; provided , the Loans initially shall be made as Base Rate Loans. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to Administrative Agent 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 Loans there shall be no more than 3 LIBOR Periods outstanding at any time. In the event Company fails to specify between a Base Rate Loan or a LIBOR Loan in any Funding Notice or Conversion/Continuation Notice, the relevant Loan (if outstanding as a LIBOR Loan) will be automatically converted into a Base Rate Loan on the last day of the then-current LIBOR 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 Company fails to specify a LIBOR Period for any LIBOR Loan in any Funding Notice or Conversion/Continuation Notice, Company shall be deemed to have selected a LIBOR Period of one month. As soon as practicable after 11:00 a.m. (New York City time) on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the LIBOR Rate applicable to the relevant Loan for the applicable LIBOR Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Company and each Lender.

          (d) Interest payable pursuant to Section 2.8(a) shall be computed (i) in the case of Base Rate Loans, on the basis of a 360-day year, as the case may be, and (ii) in the case of all LIBOR Loans, on the basis of a 360-day year, 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 a LIBOR Period applicable to such Loan or, with respect to a Base Rate Loan being converted from a LIBOR Loan, the date of conversion of such LIBOR 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 a LIBOR Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a LIBOR Loan, the date of conversion of such Base Rate Loan to a LIBOR Loan, as the case may be, shall be excluded; provided , 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 (i) shall accrue on a daily basis and shall be payable in arrears on each Interest Payment Date with respect to interest accrued on and to each such payment date; (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and (iii) shall accrue on a daily basis and shall be payable in arrears at maturity, including final maturity of the Loans.

          2.9 Conversion/Continuation .

          (a) Subject to Section 2.18 and so long as no Default or Event of Default shall have occurred and then be continuing, Company shall have the option:

          (i) to convert at any time all or any part of any Loans equal to $1,000,000 and integral multiples of $100,000 in excess of that amount from one Type of Loan to another Type of Loan; provided , a LIBOR Loan may only be converted on the expiration of the LIBOR Period applicable to such LIBOR Loan unless Company shall pay all amounts due under Section 2.18 in connection with any such conversion; or

          (ii) upon the expiration of any LIBOR Period applicable to any LIBOR Loan, to continue all or any portion of such Loan equal to $1,000,000, and integral multiples of $100,000 in excess of that amount as a LIBOR Loan.

          (b) Company shall deliver a Conversion/Continuation Notice to 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 Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any LIBOR Loan shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or continuation in accordance therewith.

          2.10 Default Interest . Upon the occurrence and during the continuance of an Event of Default the principal amount of all Loans and Synthetic L/C Disbursements outstanding and, to the extent permitted by applicable law, any interest payments on the Loans or unreimbursed Synthetic L/C Disbursements or any fees (including, without limitation, the Synthetic L/C 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 or insolvency laws) payable on demand at a rate that is 2% per annum in excess of the interest rate otherwise payable hereunder with respect to Base Rate Loans. Payment or acceptance of the increased rates of interest provided for in this Section 2.10 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 Administrative Agent or any Lender.

          2.11 Fees .

          (a) Intentionally Omitted, and

          (b) Company agrees to pay directly to Issuing Bank, for its own account, the following fees:

          (i) a fronting fee equal to 0.25%, per annum (or such higher rate as may be agreed between Company and Issuing Bank), time s the average aggregate daily maximum amount available to be drawn under all Synthetic Letters of Credit (determined as of the close of business on any date of determination); and

          (ii) such documentary and processing charges for any issuance, amendment, transfer or payment of a Synthetic 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 to Synthetic L/C Lenders having Synthetic L/C Exposure, letter of credit fees (the “Synthetic L/C Fee”) equal to (1) the rate of interest otherwise payable hereunder with respect to Loans that are LIBOR Loans with notional successive Interest Periods of one month commencing from the Closing Date, times (2) the average daily Total Credit-Linked Deposit; provided , that the Synthetic L/C Fee shall be reduced by the amount of any Credit-Linked Deposit Account Interest received by the Synthetic L/C

Lenders during such period. All fees referred to in this Section 2.11(c) shall be paid to Administrative Agent at its Principal Office and upon receipt, Administrative Agent shall promptly distribute to each Lender its Pro Rata Share thereof and shall accrue and be payable in full whether or not any Synthetic Letter of Credit is outstanding at such time.

          (d) All fees referred to in Section 2.11(b)(i) shall be calculated on the basis of a 360-day year and the actual number of days elapsed and shall be payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year; provided, however that if such date is not a Business Day, then such fees shall be payable on the immediately preceding Business Day. All fees referred to in Section 2.11(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 first day of each month; provided, however that if such date is not a Business Day, then such fees shall be payable on the immediately preceding Business Day.

          (e) In addition to any of the foregoing fees, Company agrees to pay to Agents such other fees in the amounts and at the times separately agreed upon (including, without limitation, the fees set forth in the Fee Letter).

          2.12 Repayment . Company shall repay the entire principal amount of the outstanding Loans (including the outstanding PIK Amount), together with all other amounts owed by Company hereunder with respect thereto, no later than the Maturity Date.

          2.13 Voluntary Prepayments and Commitment Reductions .

          (a) Voluntary Prepayments . At any time and from time to time, Company may prepay any Loans on any Business Day in whole or in part, in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that amount.

          (b) All such prepayments shall be made without premium or penalty, except as set forth in Section 2.18(c):

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

          (ii) upon not less than three Business Days’ prior written notice in the case of LIBOR Loans; and

          in each case given to Administrative Agent by 12:00 p.m. (New York City time) in writing on the date required to Administrative Agent (and Administrative Agent will promptly transmit such original notice for the Loans 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. Any such voluntary prepayment shall be applied as specified in Section 2.15(a).

          (c) Voluntary Commitment Reductions .

          (i) Company may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing to Administrative Agent (which original

written or telephonic notice 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, without premium or penalty, the Total Credit-Linked Deposit in an amount up to the amount by which the Total Credit-Linked Deposit exceeds the Synthetic L/C Undrawn Amount at the time of such proposed termination or reduction; provided , any such return of Credit-Linked Deposit shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount.

          (ii) Company’s notice to 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 Total Credit-Linked Deposit shall be effective on the date specified in Company’s notice and shall return the Credit-Linked Deposits of each Lender proportionately to its Pro Rata Share thereof.

          2.14 Mandatory Prepayments/Commitment Reductions . Subject to the provisions of the Intercreditor Agreement, the Loans shall be repaid, the Synthetic L/C Facility shall be reduced and cash collateral shall be provided in respect of Synthetic L/C Undrawn Amounts in accordance with Section 2.4(j) in the manner provided in clauses (a) through (f) below.

          (a) Asset Sales . Promptly but in no event later than two Business Days following the date of receipt by Holdings or any of its Subsidiaries of any Net Asset Sale Proceeds (other than in connection with Asset Sales permitted by Section 6.9(a)(ii), (c) or (g); provided no Event of Default has occurred and is continuing), Company shall prepay the Loans and accrued interest thereon, permanently reduce the Synthetic L/C Facility and provide cash collateral in respect of Synthetic L/C Undrawn Amounts in accordance with Section 2.4(j) in an aggregate amount equal to such Net Asset Sale Proceeds; provided , however , that Company will only be required to make prepayments, reduce the Synthetic L/C Facility and provide cash collateral under this clause (a) with Net Asset Sale Proceeds (A) from Current Asset Collateral to the extent such Net Asset Sale Proceeds are not required to repay Revolving Credit Obligations or cash collateralize letters of credit under the Revolving DIP Credit Agreement, (B) to the extent such Net Asset Sale Proceeds thereof are greater than $250,000 with respect to any transaction, or series of related transactions or greater than $750,000 in the aggregate, during any Fiscal Year, (C) from Asset Sales of the Property Portfolio, in an aggregate amount equal to 50% of such Net Asset Sale Proceeds; and (D) from the first $5,750,000 of the Net Asset Sale Proceeds of Asset Sales of the assets of a Foreign Subsidiary, to the extent such Net Asset Sale Proceeds are not applied (i) first , to the severance costs that have been incurred by the Company and its Subsidiaries prior to the date of receipt of such Net Asset Sale Proceeds until such amounts are paid in full, and (ii) second , after all severance costs described in clause (i) are paid in full, to amounts outstanding under the Indebtedness permitted pursuant to Section 6.1(l) (it being understood that all Net Asset Sale Proceeds in excess of $5,750,000 from the Asset Sales of the assets of a Foreign Subsidiary shall be prepaid under this Section 2.14(a)). Notwithstanding the foregoing, if a Default or Event of Default has occurred and is continuing, all Net Asset Sale Proceeds (other than from Current Asset Collateral to the extent such Net Asset Sale Proceeds are required to repay Revolving Loans or cash collateralize letters of credit under the Revolving DIP Credit Agreement) shall be applied by Administrative Agent to prepay

the Loans as set forth in Section 2.16 and reduce the Synthetic L/C Facility and provide cash collateral in respect of Synthetic L/C Undrawn Amounts.

          (b) Insurance/Condemnation Proceeds . Promptly, but in no event later than one Business Day following the date of receipt by Holdings or any of its Subsidiaries, or Administrative Agent or Collateral Agent as loss payee, of any Net Insurance/Condemnation Proceeds, Company shall prepay the Loans and accrued interest thereon, permanently reduce the Synthetic L/C Facility and provide cash collateral in respect of Synthetic L/C Undrawn Amounts in accordance with Section 2.4(j) in an aggregate amount equal to such Net Insurance/Condemnation Proceeds provided , however , that (i) Company will only be required to prepay, reduce the Synthetic L/C Facility and provide cash collateral under this clause (b) with Net Insurance/Condemnation Proceeds (A) from Current Asset Collateral to the extent such Net Insurance/Condemnation Proceeds are not required to repay Revolving Loans or cash collateralize letters of credit under the Revolving DIP Credit Agreement, and (B) to the extent such Net Insurance/Condemnation Proceeds thereof are greater than $250,000 with respect to any transaction or series of related transactions and greater than $750,000 in the aggregate during any Fiscal Year and (ii) (A) so long as no Event of Default shall have occurred and be continuing and (B) to the extent that aggregate Net Insurance/Condemnation Proceeds from November 30, 2006 through the applicable date of determination do not exceed $5,000,000, Company shall have the option, directly or through one or more of its Subsidiaries, to invest or enter into a binding commitment to invest, such Net Insurance/Condemnation Proceeds within 90 days of receipt thereof in productive assets of the general type used in the business of Holdings and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof; provided , that (x) any investment with respect thereto complies with the other provisions of this Agreement, (y) pending such investment, such Net Insurance/Condemnation Proceeds are deposited in a Cash Collateral Account, and (z) any such Net Insurance/Condemnation Proceeds subject to a binding commitment for reinvestment shall be applied to prepay the Loans and accrued interest thereon, or reduce the Synthetic L/C Facility and provide cash collateral under this clause (b) if not reinvested within 180 days of receipt thereof. Notwithstanding the foregoing, if a Default or Event of Default has occurred and is continuing, all Net Insurance/Condemnation Proceeds (other than from Current Asset Collateral to the extent such Net Insurance/Condemnation Proceeds are required to repay Revolving Loans or cash collateralize letters of credit under the Revolving DIP Credit Agreement) shall be applied by Administrative Agent to prepay the Loans as set forth in 2.16, reduce the Synthetic L/C Facility and provide cash collateral in respect of Synthetic L/C Undrawn Amounts.

          (c) Issuance of Equity Securities . On the date of receipt by Holdings or any of its Subsidiaries of any Cash proceeds from a capital contribution to, or the issuance of any Capital Stock of, Holdings or any of its Subsidiaries (other than issuances of Capital Stock to Holdings or any of its Subsidiaries and capital contributions to any Subsidiary of Holdings by Holdings or any of its Subsidiaries) after the Closing Date, Company shall prepay the Loans and accrued interest thereon, permanently reduce the Synthetic L/C Facility and provide cash collateral in respect of Synthetic L/C Undrawn Amounts in accordance with Section 2.4(j) (pro rata with the Revolving Loans, to the extent required by the Revolving DIP Credit Agreement) in an aggregate amount equal to 100% of such proceeds, net of underwriting discounts and commissions and other costs and expenses associated therewith, including legal fees and

expenses, the Commitments and/or Synthetic L/C Commitments shall be permanently reduced by the amount of any such prepayment.

          (d) Issuance of Debt . Within one day of receipt by Holdings or any of its Subsidiaries of any Cash proceeds from the incurrence of any Indebtedness of Holdings or any of its Subsidiaries (other than with respect to any Indebtedness permitted to be incurred pursuant to Section 6.1) after the Closing Date, Company shall prepay the Loans, permanently reduce the Synthetic L/C Facility and provide cash collateral in respect of Synthetic L/C Undrawn Amounts in accordance with Section 2.4(j) (pro rata with the Revolving Loans, to the extent required by the Revolving DIP Credit Agreement) in an aggregate amount equal to 100% of such proceeds, net of underwriting discounts and commissions and other costs and expenses associated therewith, including legal fees and expenses, and the Commitments and/or Synthetic L/C Commitments shall be permanently reduced by the amount of any such prepayment.

          (e) Prepayment Certificate . Concurrently with any prepayment of the Loans, reduction of the Synthetic L/C Facility and cash collateralization of Synthetic L/C Undrawn Amounts pursuant to Sections 2.14(a) through 2.14(d), Company shall deliver to Administrative Agent a certificate of an Authorized Officer demonstrating the calculation of the amount of the applicable net proceeds to be prepaid. In the event that Company shall subsequently determines that the actual amount received exceeded the amount set forth in such certificate, Company shall promptly make an additional prepayment of the Loans, reduction in the Synthetic L/C Facility and provide additional cash collateral in respect of Synthetic L/C Undrawn Amounts, as applicable, in an amount equal to such excess, and Company shall concurrently therewith deliver to Administrative Agent a certificate of an Authorized Officer demonstrating the derivation of such excess.

          (f) Final Order . Without limiting any other provision of this Agreement or any other Credit Document permitting or requiring prepayment of the Loans in whole or in part, the Company shall prepay the Loans in full, terminate the Synthetic L/C Facility and provide cash collateral in respect of Synthetic L/C Undrawn Amounts in accordance with Section 2.4(j) on the date which is thirty (30) days following the entry of the Interim Order in the event that that Final Order shall not have been entered on or before such date.

          2.15 Application of Prepayments .

          (a) Application of Voluntary Prepayments . So long as no Default or Event of Default shall have occurred and be continuing and, in each case, subject to the terms of the Intercreditor Agreement, any prepayments pursuant to Section 2.13 shall be applied as specified by Company in the applicable notice of prepayment; provided , in the event Company fails to specify the Loans, reduction of the Synthetic L/C Facility or cash collateralization of Synthetic L/C Undrawn Amounts to which any such prepayment shall be applied, such prepayment shall be applied to the Loans and cash collateralization of Synthetic L/C Undrawn Amounts in accordance with Section 2.4(j) on a pro rata basis.

          (b) Application of Mandatory Prepayments . Any amount required to be paid pursuant to Sections 2.14(a) through 2.14(d) shall be applied on a pro rata basis to (i) the prepayment of Loans, and (ii) repayment of unreimbursed Synthetic L/C Disbursements,

reduction of the Synthetic L/C Facility and/or cash collateralization of Synthetic L/C Undrawn Amounts, in each case, subject to the terms of the Intercreditor Agreement.

          (c) Application of Prepayments of Loans to Base Rate Loans and LIBOR Loans . Any prepayment of Loans shall be applied first to Base Rate Loans to the full extent thereof before application to LIBOR Loans, in each case in a manner which minimizes the amount of any payments required to be made by Company pursuant to Section 2.18(c).

          2.16 General Provisions Regarding Payments .

          (a) All payments by Company of principal, interest, fees and other Obligations shall be made in Dollars in same day funds, without defense, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent not later than 12:00 p.m. (New York City time) on the date due at Administrative Agent’s Principal Office for the account of Lenders; for purposes of computing interest and fees, funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by Company on the next succeeding Business Day.

          (b) All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, together with any premium, if applicable.

          (c) Administrative Agent (or its agent or sub-agent appointed by it) 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, without limitation, all fees payable with respect thereto, to the extent received by Administrative Agent.

          (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 Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter.

          (e) Whenever any payment to be made hereunder with respect to any Obligation 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.

          (f) Company hereby authorizes Administrative Agent to charge Company’s accounts (other than payroll, tax or trust accounts) with Administrative Agent in order to cause timely payment to be made to Administrative Agent of all principal, interest, fees and expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose). In addition, the Lenders and the Company hereby authorize Administrative Agent to, and Administrative Agent may, from time to time, charge the Loan Account of the Company with any amount due and payable by the Company with respect to the Loans and other Obligations under any Credit Document; provided , that, in the case of expenses, the Administrative Agent shall deliver invoices to Company three (3) Business Days prior to charging the Loan Account for such invoiced expenses. Each of the Lenders and the Company agrees that the Administrative 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 3.3 have been satisfied or waived in accordance with this Agreement. Any amount charged to the Loan Account of the Company in accordance with the terms hereof shall be deemed to constitute Obligations hereunder and shall accrue interest at the rate then applicable to a Loan that is a Base Rate Loan. The Lenders and the Company confirm that any charges which the Administrative Agent may so make to the Loan Account of the Company as herein provided will be made as an accommodation to the Company and solely at the Administrative Agent’s discretion, provided that, in the absence of a continuing Event of Default, the Administrative Agent shall from time to time upon the request of the Collateral Agent, charge the Loan Account of the Company with any amount due and payable under any Credit Document.

          (g) Administrative Agent shall deem any payment by or on behalf of Company hereunder that is not made in same day funds prior to 12:00 p.m. (New York City time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. Administrative Agent shall give prompt telephonic notice to Company and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.10 from the date such amount was due and payable until the date such amount is paid in full

          (h) If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1, all payments or proceeds received by Agents hereunder in respect of any of the Obligations, shall be applied in the following order:

          (i) first, to pay (x) any Collateral Agent Advances then due to Collateral Agent and (y) Obligations in respect of any expense reimbursements or indemnities then due to any Agent;

          (i) second, to pay Obligations in respect of any expense reimbursements or indemnities then due to the Lenders and Issuing Banks;

          (ii) third, to pay Obligations in respect of any fees then due and owing the Lenders and Issuing Banks (other than Synthetic L/C Fees);

          (iii) fourth, to pay interest and Synthetic L/C Fees then due and payable in respect of Loans and Synthetic Letters of Credit, as applicable, on a pro rata basis;

          (iv) fifth to pay or prepay principal amounts on the Loans, unreimbursed Synthetic L/C Disbursements, to provide cash collateral in respect of Synthetic L/C Undrawn Amounts, and to pay amounts due and owing Lenders and

Issuing Banks in respect of Hedge Agreements that are Credit Documents, on a pro rata basis; and

          (v) sixth, to the ratable payment of all other Obligations.

          2.17 Ratable Sharing . Lenders hereby agree among themselves that, except as otherwise provided in the Collateral Documents (if any) with respect to amounts realized from the exercise of rights with respect to Liens on the Collateral, if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof), through the exercise of any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, fees and other amounts then due and owing to such Lender hereunder or under the other Credit Documents (collectively, the “Aggregate Amounts Due” to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (a) notify Administrative Agent and each other Lender of the receipt of such payment and (b) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided , if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Company expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, set-off or counterclaim with respect to any and all monies owing by Company to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

          2.18 Making or Maintaining LIBOR Loans .

          (a) Inability to Determine Applicable Interest Rate . In the event that Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date with respect to any LIBOR Loans, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans on the basis provided for in the definition of LIBOR Rate, Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to Company and each Lender of such determination, whereupon (i) no Loans may be made as, or converted to, LIBOR Loans until such time as Administrative Agent notifies Company and Lenders that the circumstances giving rise to such notice no longer exist, and (ii) any Funding Notice or Conversion/Continuation Notice given by Company with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by Company.

          (b) Illegality or Impracticability of LIBOR Loans . In the event that on any date any Lender shall have determined (which determination shall in the absence of manifest error be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Company and Administrative Agent) that the making, maintaining or continuation of its LIBOR Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender” and it shall on that day give notice (by telefacsimile or by telephone confirmed in writing) to Company and Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender). Thereafter (1) the obligation of the Affected Lender to make Loans as, or to convert Loans to, LIBOR Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (2) to the extent such determination by the Affected Lender relates to a LIBOR Loan then being requested by Company pursuant to a Funding Notice or a Conversion/Continuation Notice, the Affected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (3) the Affected Lender’s obligation to maintain its outstanding LIBOR Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the LIBOR Period then in effect with respect to the Affected Loans or when required by law, and (4) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a LIBOR Loan then being requested by Company pursuant to a Funding Notice or a Conversion/Continuation Notice, Company shall have the option, subject to the provisions of Section 2.18(c), to rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders by giving notice (by telefacsimile or by telephone confirmed in writing) to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.18(b) shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, LIBOR Loans in accordance with the terms hereof.

          (c) Compensation for Breakage or Non-Commencement of LIBOR Periods . Company shall compensate each Lender, upon written request by such Lender (which request shall set forth the basis for requesting such amounts and a calculation thereof), for all reasonable losses, expenses and liabilities (including any interest paid by such Lender to lenders of funds borrowed by it to make or carry its LIBOR Loans and any loss, expense or liability sustained by such Lender in connection with the liquidation or re-employment of such funds but excluding loss of anticipated profits) which such Lender may sustain: (i) if for any reason (other than a default by such Lender) a borrowing of any LIBOR Loan by Company does not occur on a date specified therefor in a Funding Notice or a telephonic request for borrowing, or a conversion to or continuation of any LIBOR Loan of Company does not occur on a date specified therefor in a Conversion/Continuation Notice or a telephonic request for conversion or continuation; (ii) if any prepayment or other principal payment of, or any conversion of, any of its LIBOR Loans occurs on a date prior to the last day of a LIBOR Period applicable to that

Loan; or (iii) if any prepayment of any of its LIBOR Loans is not made on any date specified in a notice of prepayment given by Company.

          (d) Booking of LIBOR Loans . Any Lender may make, carry or transfer LIBOR Loans at, to, or for the account of any of its branch offices or the office of an Affiliate of such Lender.

          (e) Assumptions Concerning Funding of LIBOR Loans . Calculation of all amounts payable to a Lender under this Section 2.18 and under Section 2.19 shall be made as though such Lender had actually funded each of its relevant LIBOR Loans through the purchase of a Eurocurrency deposit bearing interest at the rate obtained pursuant to clause (i) of the definition of LIBOR Rate in an amount and currency equal to the amount of such LIBOR Loan and having a maturity comparable to the relevant LIBOR Period and through the transfer of such Eurocurrency deposit from an offshore office of such Lender to a domestic office of such Lender in the United States of America; provided , however , each Lender may fund each of its LIBOR Loans in any manner it sees fit and the foregoing assumptions shall be utilized only for the purposes of calculating amounts payable under this Section 2.18 and under Section 2.19.

          2.19 Increased Costs; Capital Adequacy . (a) Subject to Section 2.20 (which shall be controlling with respect to the matters covered thereby), if any Lender, any Agent or the Issuing Bank shall have determined that the adoption or implementation of, or any change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, the interpretation or administration thereof by, any court, central bank or other administrative or Governmental Authority, or compliance by any Lender, any Agent or the Issuing Bank or any Person controlling any such Agent, any such Lender or the Issuing Bank with any directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to any Lender, any Agent or the Issuing Bank or any Person controlling any such Agent, any such Lender or the Issuing Bank, in each case after the date hereof (in each case, whether or not having the force of law) (each a “Change in Law”), shall (i) subject such Agent, such Lender or the Issuing Bank, or any Person controlling such Agent, such Lender or the Issuing Bank to any tax, duty or other charge with respect to this Agreement or any Loan made by such Agent or such Lender or any Synthetic Letter of Credit issued by the Issuing Bank, or change the basis of taxation of payments to such Agent, such Lender or the Issuing Bank or any Person controlling such Agent, such Lender or the Issuing Bank of any amounts payable hereunder (except for taxes on the overall net income of such Agent, such Lender or the Issuing Bank or any Person controlling such Agent, such Lender or the Issuing Bank), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, any Synthetic Letter of Credit or against assets of or held by, or deposits with or for the account of, or credit extended by, such Agent, such Lender or the Issuing Bank or any Person controlling such Agent, such Lender or the Issuing Bank or (iii) impose on such Agent, such Lender or the Issuing Bank or any Person controlling such Agent, such Lender or the Issuing Bank any other condition regarding this Agreement or any Loan or Synthetic Letter of Credit, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Agent, such Lender or the Issuing Bank of making any Loan, issuing, guaranteeing or participating in any Synthetic Letter of Credit, or agreeing to make any Loan or issue, guaranty or participate in any Synthetic Letter of Credit, or to reduce any amount received or receivable by such Agent, such Lender or the Issuing Bank hereunder, then, within 5 Business

Days of written demand (including documentation reasonably supporting such request) by such Agent, such Lender or the Issuing Bank, the Borrowers shall pay to such Agent, such Lender or the Issuing Bank such additional amounts as will compensate such Agent, such Lender or the Issuing Bank for such increased costs or reductions in amount; provided , that neither Company nor any of its Subsidiaries shall be required to compensate any Agent, any Lender or the Issuing Bank pursuant to this Section for any increased costs incurred more than 180 days prior to the date that such Agent, such Lender or Issuing Bank notifies Company in writing of the increased costs and of such Agent’s, such Lender’s or Issuing Bank’s intention to claim compensation thereof; provided , further , that if the circumstance giving rise to such increased costs is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof.

          (b) If any Agent, any Lender or the Issuing Bank shall have determined that any Change in Law either (i) affects or would affect the amount of capital required or expected to be maintained by such Agent, such Lender or the Issuing Bank or any Person controlling such Agent, such Lender or the Issuing Bank, and such Agent, such Lender or the Issuing Bank reasonably determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, Synthetic Letters of Credit issued or any guaranty or participation with respect thereto, such Agent’s, such Lender’s or the Issuing Bank’s or such other controlling Person’s other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Agent’s, such Lender’s or the Issuing Bank’s such other controlling Person’s capital to a level below that which such Agent, such Lender or the Issuing Bank or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, Synthetic Letters of Credit issued, or any guaranty or participation with respect thereto or any agreement to make Loans, to issue Synthetic Letters of Credit or such Agent’s, such Lender’s or the Issuing Bank’s or such other controlling Person’s other obligations hereunder (in each case, taking into consideration, such Agent’s, such Lender’s or the Issuing Bank’s or such other controlling Person’s policies with respect to capital adequacy), then, within 5 Business Days of written demand (such demand to include documentation reasonably supporting such request) by such Agent, such Lender or the Issuing Bank, the Borrowers shall pay to such Agent, such Lender or the Issuing Bank from time to time such additional amounts as will compensate such Agent, such Lender or the Issuing Bank for such cost of maintaining such increased capital or such reduction in the rate of return on such Agent’s, such Lender’s or the Issuing Bank’s or such other controlling Person’s capital; provided , that neither Company nor any of its Subsidiaries shall be required to compensate any Agent, Lender or Issuig Bank pursuant to this Section for any increased costs incurred more than 180 days prior to the date that such Agent, such Lender or Issuing Bank notifies Company in writing of the increased costs and of such Agent’s, such Lender’s or Issuing Bank’s intention to claim compensation thereof; provided , further , that if the circumstance giving rise to such increased costs is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof.

          (c) All amounts payable under this Section 2.19 shall bear interest from the date that is ten (10) days after the date of demand by any Agent, any Lender or the Issuing Bank until payment in full to such Agent, such Lender or the Issuing Bank at the Prime Rate. A certificate of such Agent, such Lender or the Issuing Bank claiming compensation under this Section 2.19, specifying the event herein above described and the nature of such event shall be

submitted by such Agent, such Lender or the Issuing Bank to the Administrative Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Agent’s, such Lender’s or the Issuing Bank’s reasons for invoking the provisions of this Section 2.19, and shall be final and conclusive absent manifest error.

          2.20 Taxes; Withholding, etc. (a) Any and all payments by any Credit Party hereunder or under any other Credit Document shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding taxes imposed on the net income of any Agent, any Lender or the Issuing Bank (or any transferee or assignee thereof, including a participation holder (any such entity, a “Transferee”)) by the jurisdiction in which such Person is organized or has its principal lending office (all such nonexcluded taxes, levies, imposts, deductions, charges withholdings and liabilities, collectively or individually, “Taxes”). If any Credit Party shall be required to deduct any Taxes from or in respect of any sum payable hereunder to any Agent, any Lender or the Issuing Bank (or any Transferee), (i) the sum payable shall be increased by the amount (an “additional amount”) necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.20) such Agent, such Lender or the Issuing Bank (or such Transferee) shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) such Credit Party shall make such deductions and (iii) such Credit Party shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

               (b) In addition, each Credit Party agrees to pay to the relevant Governmental Authority in accordance with applicable law any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies that arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Agreement or any other Credit Document (“Other Taxes”). Each Credit Party shall deliver to each Agent, each Lender and the Issuing Bank official receipts in respect of any Taxes or Other Taxes payable hereunder promptly after payment of such Taxes or Other Taxes.

               (c) The Credit Parties hereby jointly and severally indemnify and agree to hold each Agent, each Lender and the Issuing Bank harmless from and against Taxes and Other Taxes (including, without limitation, Taxes and Other Taxes imposed on any amounts payable under this Section 2.20) paid by such Person, whether or not such Taxes or Other Taxes were correctly or legally asserted. Such indemnification shall be paid within 10 days from the date on which any such Person makes written demand therefore specifying in reasonable detail the nature and amount of such Taxes or Other Taxes.

               (d) Each Lender (or Transferee) that is organized under the laws of a jurisdiction outside the United States (a “Non-U.S. Lender”) agrees that it shall, no later than the Closing Date (or, in the case of a Lender which becomes a party hereto pursuant to Section 10.6 hereof after the Closing Date, promptly after the date upon which such Lender becomes a party hereto) deliver to the Agents one properly completed and duly executed copy of either U.S. Internal Revenue Service Form W-8BEN, W-8ECI or W-8IMY or any subsequent versions thereof or successors thereto, in each case claiming complete exemption from, or reduced rate of, U.S. Federal withholding tax and payments of interest hereunder. In addition, in the case of a Non-U.S. Lender claiming exemption from U.S. Federal withholding tax under Section 871(h) or

881(c) of the Internal Revenue Code, such Non-U.S. Lender hereby represents to the Agents and the Credit Parties that such Non-U.S. Lender is not a bank for purposes of Section 881(c) of the Internal Revenue Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code) of Holdings and is not a controlled foreign corporation related to Holdings (within the meaning of Section 864(d)(4) of the Internal Revenue Code), and such Non-U.S. Lender agrees that it shall promptly notify the Agents in the event any such representation is no longer accurate. Such forms shall be delivered by each Non-U.S. Lender on or before the date it becomes a party to this Agreement (or, in the case of a Transferee that is a participation holder, on or before the date such participation holder becomes a Transferee hereunder) and on or before the date, if any, such Non-U.S. Lender changes its applicable lending office by designating a different lending office (a “New Lending Office”). In addition, such Non-U.S. Lender shall deliver such forms within 20 days after receipt of a written request therefor from any Agent, the assigning Lender or the Lender granting a participation, as applicable. Notwithstanding any other provision of this Section 2.20, a Non-U.S. Lender shall not be required to deliver any form pursuant to this Section 2.20(d) that such Non-U.S. Lender is not legally able to deliver.

               (e) The Credit Parties shall not be required to indemnify any Non-U.S. Lender, or pay any additional amounts to any Non-U.S. Lender, in respect of United States Federal withholding tax pursuant to this Section 2.20 to the extent that (i) the obligation to withhold amounts with respect to United States Federal withholding tax existed on the date such Non-U.S. Lender became a party to this Agreement (or, in the case of a Transferee that is a participation holder, on the date such participation holder became a Transferee hereunder) or, with respect to payments to a New Lending Office, the date such Non-U.S. Lender designated such New Lending Office with respect to a Loan; provided , however , that this clause (i) shall not apply to the extent the indemnity payment or additional amounts any Transferee, or Lender (or Transferee) through a New Lending Office, would be entitled to receive (without regard to this clause (i)) do not exceed the indemnity payment or additional amounts that the Person making the assignment, participation or transfer to such Transferee, or Lender (or Transferee) making the designation of such New Lending Office, would have been entitled to receive in the absence of such assignment, participation, transfer or designation, or (ii) the obligation to pay such additional amounts would not have arisen but for a failure by such Non-U.S. Lender to comply with the provisions of clause (d) above.

               (f) Any Agent, any Lender or the Issuing Bank (or Transferee) claiming any indemnity payment or additional payment amounts payable pursuant to this Section 2.20 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document reasonably requested in writing by the Administrative Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such indemnity payment or additional amount that may thereafter accrue, would not