from time to time party thereto (the “ Lenders ”), General Electric Capital Corporation, as US L/C Issuer, as Collateral Agent, as a US Lender, and as US Agent (in such capacity, together with any successor agent, the “ US Agent ”), and GE Leveraged Loans Limited, as Netherlands L/C Issuer, as Netherlands Security Trustee, as a Netherlands Lender, and as Netherlands Agent (in such capacity, together with any successor agent, the “ Netherlands Agent ”) have entered into a Credit Agreement, dated as of January 24, 2005 (as amended, modified, extended, renewed, replaced, restated, supplemented or refinanced from time to time, and including any agreement extending the maturity of, or refinancing or restructuring (including, but not limited to, the inclusion of additional borrowers or guarantors thereunder or any increase in the amount borrowed thereunder) all or any portion of the indebtedness under such agreement or any successor agreement, whether or not with the same agent, trustee, representative, lenders, holders or group of lenders or holders, the “ Bank Credit Agreement ”), providing for the refinancing in full of the Original Bank Credit Agreement and the making of Loans to the US Borrowers and the issuance of, and participation in, Letters of Credit for the account of the US Borrowers as contemplated therein (the Lenders, the US Agent, the Netherlands Agent, the US L/C Issuer, the Netherlands L/C Issuer, the Netherlands Security Trustee and the Collateral Agent are herein called the “ Bank Lender Creditors ”);

WHEREAS, the Original Collateral Agent and the Additional Senior Notes Trustee are parties to an Intercreditor Agreement, dated December 22, 2003, as heretofore amended, as acknowledged and agreed to by the Original US Borrowers and certain of their affiliates (the “ Original Intercreditor Agreement ”);

WHEREAS, pursuant to a notice of resignation, dated January 24, 2005 (the “ Resignation ”), the Original Collateral Agent has given notice of its resignation as Collateral Agent pursuant to Section 8(b) of Annex N to the US Security Agreement, such resignation to be effective as of the Restatement Effective Date;

WHEREAS, pursuant to Annex N of the US Security Agreement, the Required Secured Creditors have appointed General Electric Capital Corporation as Collateral Agent, effective as of the Restatement Effective Date;

WHEREAS, each US Borrower or another Assignor has entered into, or may at any time and from time to time after the date hereof enter into or guaranty the obligations of one or more other Assignors or Subsidiaries thereof under, one or more Hedge Agreements with one or more Bank Lender Creditors or any affiliate thereof (each such Bank Lender Creditor or affiliate, even if the respective Bank Lender Creditor subsequently ceases to be a Lender under the Bank Credit Agreement for any reason, together with such Bank Lender Creditor’s or affiliate’s successors and assigns, if any, collectively, the “ Other Creditors ” and together with the Bank Lender Creditors, the “ Senior First Lien Creditors ”);

WHEREAS, the Original US Borrowers and the Additional Senior Secured Notes Trustee have entered into an Indenture, dated as of December 22, 2003 (as amended, modified, extended, renewed, replaced, restated, supplemented or refinanced from time to time, and including any agreement extending the maturity of, or refinancing or restructuring (including, but not limited to, the inclusion of additional borrowers, issuers or guarantors thereunder or any increase in the amount borrowed thereunder) all or any portion of the indebtedness under such

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Indenture or any successor agreement whether or not with the same trustee, representative, agent, lenders, holders or group of lenders or holders, the “ Note Credit Agreement ” and, together with the Bank Credit Agreement, collectively, the “ Credit Agreement ”), providing for (i) the issuance by the Original US Borrowers of their 8% Senior Secured Notes due December 15, 2009 (the “ Additional Senior Secured Notes ”) to the holders thereof from time to time (such holders, the “ Additional Senior Secured Noteholders ” and, together with the Additional Senior Secured Notes Trustee, the “ Junior First Lien Creditors ”; and the Junior First Lien Creditors, together with the Senior First Lien Creditors, the “ First Lien Creditors ”) and (ii) the guaranty by any future US Credit Party that is a Subsidiary Guarantor of the Original US Borrowers’ obligations under the Note Credit Agreement and the Additional Senior Secured Notes (each such guaranty, together with the Note Credit Agreement and the Additional Senior Secured Notes, are herein called the “ Note Credit Documents ”);

WHEREAS, pursuant to the US Guaranty entered into pursuant to the Bank Credit Agreement, each US Credit Party that is a party thereto has guaranteed to the Bank Lender Creditors and the Other Creditors the payment and performance when due of all Guaranteed Obligations as described in each such Guaranty;

WHEREAS, pursuant to the US Security Agreement, the US Pledge Agreement (as such term is defined in the Bank Credit Agreement) and the Netherlands Pledge Agreement (as such term is defined in the Bank Credit Agreement), each US Credit Party thereto has granted to the Collateral Agent a security interest in the Collateral for the benefit of the First Lien Creditors and the Second Lien Creditors (although the Note Lender Creditors do not have a security interest in the Additional Senior Secured Notes Excluded Collateral and the Second Lien Creditors do not have a security interest in the Second Lien Excluded Collateral);

WHEREAS, pursuant to the Bank Credit Agreement, the Required Secured Creditors have authorized the US Agent and the Collateral Agent to enter into this Agreement;

WHEREAS, pursuant to the Note Credit Agreement, the Additional Senior Secured Notes Trustee has agreed to enter into (and to be bound by), and the Additional Senior Secured Noteholders have authorized the Additional Senior Secured Notes Trustee to enter into (on their behalf) (and to be bound by), the Original Intercreditor Agreement, in each case on the terms and conditions provided for herein;

WHEREAS, the Required First Lien Creditors wish to amend and restate the Original Intercreditor Agreement effective on the Restatement Effective Date as set forth below, to, inter alia set forth the rights, benefits and privileges, as among the First Lien Creditors, in respect of the Collateral, this Agreement, the US Security Agreement, the US Pledge Agreement and the Netherlands Pledge Agreement; and

WHEREAS, as of the Restatement Effective Date, General Electric Capital Corporation shall constitute the Required First Lien Creditors.

NOW, THEREFORE, it is agreed that the Original Intercreditor Agreement is hereby amended and restated as follows:

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1.              Appointment; etc.

(a)            The Junior First Lien Creditors, by their acceptance of the benefits of the US Security Agreement, the US Pledge Agreement [and the Netherlands Pledge Agreement] hereby (x) irrevocably designate General Electric Capital Corporation as Collateral Agent (and any successor Collateral Agent) to act as specified herein and in the applicable US Security Documents, (y) agree to all of the provisions of this Agreement and (z) agree to all of the provisions of the applicable US Security Documents (including, without limitation, to all of the provisions of Annex N to the US Security Agreement).  Each Junior First Lien Creditor hereby irrevocably authorizes, and each holder of any Junior First Lien Obligation by the acceptance of such Junior First Lien Obligation and by the acceptance of the benefits of the applicable US Security Documents shall be deemed irrevocably to authorize, the Collateral Agent to take such action on its behalf under the provisions of this Agreement and the applicable US Security Documents and any instruments and agreements referred to herein and therein and to exercise such powers and to perform such duties thereunder as are specifically delegated to or required of the Collateral Agent by the terms hereof or thereof and such other powers as are reasonably incidental thereto.  The Collateral Agent may perform any of its duties hereunder or thereunder by or through its affiliates, agents, sub-agents or employees and such affiliates, agents, sub-agents and employees shall be afforded all of the Collateral Agent’s rights hereunder and under any US Security Document.

(b)            Each Senior First Lien Creditor (by their acceptance of the benefits of the applicable Security Documents) also agrees to the provisions of this Agreement.

2.              Priorities with Respect to the Collateral .  The Junior First Lien Creditors hereby acknowledge and agree that all Obligations shall be secured pursuant to the Security Documents in accordance with the terms thereof, provided that, notwithstanding anything to the contrary contained in any Secured Debt Agreement (including any Security Document), as between the Senior First Lien Creditors and the Junior First Lien Creditors, the following priorities and other rights, benefits and privileges with respect to the Collateral and the applicable Security Documents shall apply:

(i)             the security interests granted pursuant to the applicable Security Documents (x) for the benefit of the Senior First Lien Creditors shall be senior in priority in all respects to the security interests granted pursuant thereto for the benefit of the Junior First Lien Creditors and (y) for the benefit of the Junior First Lien Creditors shall be junior, subordinate and subject in all respects to the security interests granted under the applicable Security Documents for the benefit of the Senior First Lien Creditors;

(ii)            the Junior First Lien Creditors agree that (x) all of their rights, benefits and privileges afforded to them hereunder and under the applicable Security Documents are expressly subject to the terms and conditions of this Agreement and (y) they shall not be entitled to receive any of the proceeds or other distributions in respect of (or from) any Collateral until all Senior First Lien Obligations have been paid in full in cash in accordance with the terms thereof (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any US Credit Party at the rate provided for in the respective documentation for the Senior First Lien

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Obligations, whether or not a claim for post-petition interest is allowed in any such case, proceeding or other action or under applicable law);

(iii)           until all Senior First Lien Obligations have been paid in full in cash in accordance with the terms thereof, all Letters of Credit under the Bank Credit Agreement have been terminated, the Commitments under the Bank Credit Agreement have been terminated and all Hedge Agreements entered into with Other Creditors have been terminated, each Junior First Lien Creditor hereby agrees (A) to the extent that any amendment, modification, change, waiver, consent, release or variance to any of the Security Documents, or any action (or inaction) to be taken (or not taken) by the Collateral Agent under (or pursuant to, including pursuant to any of the remedial provisions of) any of the Security Documents, in either case would require the vote or consent of any of the Junior First Lien Creditors, whether acting as part of the Required Secured Creditors, as part of the Requisite Lender Creditors, as part of the class of Lender Creditors or otherwise, each such Junior First Lien Creditor hereby agrees that any such amendment, modification, change, waiver, consent, release, variance, action or inaction may be taken (or not taken, as the case may be) at the direction of the Required First Lien Creditors, provided that, except as permitted by Section 14(b) hereof, in the case of any amendment, modification, change, waiver, consent, release or variance to any Security Document materially adversely affecting the rights and benefits of the Junior First Lien Creditors (and not all First Lien Creditors in a like or similar manner), such amendment, modification, change, waiver, release or variance shall be made at the direction of the Required First Lien Creditors and the Additional Senior Secured Notes Trustee (acting at the direction of the Additional Senior Secured Noteholders holding at least a majority of the then outstanding principal amount of all Additional Senior Secured Notes), and (B) to effectuate the foregoing, except in cases described in the proviso to preceding clause (A), each Junior First Lien Creditor hereby (x) authorizes and instructs the Additional Senior Secured Notes Trustee to (and the Additional Senior Secured Notes Trustee agrees to) vote (on behalf of the Junior First Lien Creditors) in a manner consistent with, and to sign any such amendment, modification, change, waiver, consent, release or variance, or any direction for any such action or inaction, in either case which has otherwise been approved by, the Required First Lien Creditors and (y) constitutes and appoints the Collateral Agent its true and lawful attorney, irrevocably (which power is coupled with an interest), to sign on behalf of the Additional Senior Secured Notes Trustee any such amendment, modification, change, waiver, consent, release or variance, or any such action or inaction, to the extent that the Additional Senior Secured Notes Trustee refuses to sign same as provided above; and

(iv)           the Junior First Lien Creditors do not have a security interest in, and the grant of security interests pursuant to the applicable US Security Documents for the benefit of the Junior First Lien Creditors shall not extend to, any Additional Senior Secured Notes Excluded Collateral, and with respect to the Junior First Lien Creditors, the term “Collateral” shall not include the Additional Senior Secured Notes Excluded Collateral.

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3.              Application of Proceeds .

(a)            Except to the extent otherwise provided in Section 9.4(e) of the US Security Agreement, all moneys collected or otherwise received by the Collateral Agent pursuant to the applicable US Security Documents for application to the First Lien Obligations (including, for the avoidance of doubt, upon any (i) distribution of any Collateral in the event of any bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding involving the readjustment of the obligations and indebtedness of any US Credit Party or the application of any Collateral to the payment thereof, (ii) distribution of the Collateral upon the liquidation or dissolution of any US Credit Party, or the winding up of the assets or business of any US Credit Party, (iii) realization by the Collateral Agent or any of the other Secured Creditors with respect to the Liens pursuant to any Secured Debt Agreement, whether pursuant to a Remedial Action or otherwise or (iv) Disposition of any Collateral (to the extent that any part of the proceeds of such Disposition are required to be applied to any of the Obligations or held by the Collateral Agent in accordance with the provisions of any of the Security Documents), shall, as between the Senior First Lien Creditors and the Junior First Lien Creditors, be distributed or paid to (or retained by) the Collateral Agent for application in the following manner:

(i)             first, an amount equal to the outstanding Senior First Lien Primary Obligations shall be paid to the Senior First Lien Creditors as provided in Section 3(e) hereof, with each Senior First Lien Creditor receiving an amount equal to its outstanding Senior First Lien Primary Obligations or, if the proceeds are insufficient to pay in full all such Senior First Lien Primary Obligations, its Senior First Lien Creditor Pro Rata Share of the amount remaining to be distributed;

(ii)            second, to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Senior First Lien Secondary Obligations shall be paid to the Senior First Lien Creditors as provided in Section 3(e) hereof, with each Senior First Lien Creditor receiving an amount equal to its outstanding Senior First Lien Secondary Obligations or, if the proceeds are insufficient to pay in full all such Senior First Lien Secondary Obligations, its Senior First Lien Creditor Pro Rata Share of the amount remaining to be distributed;

(iii)           third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), to the payment of all amounts owing the Additional Senior Secured Notes Trustee in its capacity as such pursuant to the Note Credit Agreement; and

(iv)           fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, an amount equal to the outstanding Junior First Lien Obligations shall be paid to the Junior First Lien Creditors as provided in Section 3(e) hereof, with each Junior First Lien Creditor receiving an amount equal to its outstanding Junior First Lien Obligations or, if the proceeds are insufficient to pay in full all such Junior First Lien Obligations, its Junior First Lien Creditor Pro Rata Share of the amount remaining to be distributed.

(b)            (i)  For purposes of this Agreement, “ Senior First Lien Creditor Pro Rata Share ” shall mean, when calculating a Senior First Lien Creditor’s portion of any distribution or amount, that amount (expressed as a percentage) equal to a fraction the numerator of which is the

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then unpaid amount of such Senior First Lien Creditor’s Senior First Lien Primary Obligations or Senior First Lien Secondary Obligations, as the case may be, and the denominator of which is the then outstanding amount of all Senior First Lien Primary Obligations or Senior First Lien Secondary Obligations, as the case may be.

(ii)            For the purposes of this Agreement, “ Junior First Lien Creditor Pro Rata Share ” shall mean, when calculating a Junior First Lien Creditor’s portion of any distribution or amount, that amount (expressed as a percentage) equal to a fraction the numerator of which is the then unpaid amount of such Junior First Lien Creditor’s Junior First Lien Obligations and the denominator of which is the then outstanding amount of all Junior First Lien Obligations.

(c)            When payments to the Senior First Lien Creditors are based upon their respective Senior First Lien Creditor Pro Rata Shares, the amounts received by such Senior First Lien Creditors hereunder shall be applied (for purposes of making determinations under this Section 3 only) (i) first, to their Senior First Lien Primary Obligations and (ii) second, to their Senior First Lien Secondary Obligations.  If any payment to any Senior First Lien Creditor of its Senior First Lien Creditor Pro Rata Share of any distribution would result in overpayment to such Senior First Lien Creditor, such excess amount shall instead be distributed in respect of the unpaid Senior First Lien Primary Obligations or Senior First Lien Secondary Obligations, as the case may be, of the other Senior First Lien Creditors, with each Senior First Lien Creditor whose Senior First Lien Primary Obligations or Senior First Lien Secondary Obligations, as the case may be, have not been paid in full to receive an amount equal to such excess amount multiplied by a fraction the numerator of which is the unpaid Senior First Lien Primary Obligations or Senior First Lien Secondary Obligations, as the case may be, of such Senior First Lien Creditor and the denominator of which is the unpaid Senior First Lien Primary Obligations or Senior First Lien Secondary Obligations, as the case may be, of all Senior First Lien Creditors entitled to such distribution.

(d)            Each of the First Lien Creditors, by their acceptance of the benefits hereof and of the applicable US Security Documents, agrees and acknowledges that if the Bank Lender Creditors receive a distribution on account of undrawn amounts with respect to Letters of Credit issued (or deemed issued) under the Bank Credit Agreement (which shall only occur after all outstanding Revolving Loans under the Bank Credit Agreement and all unreimbursed Letter of Credit Obligations with respect to such Letters of Credit have been paid in full), such amounts shall be paid to the US Agent under the Bank Credit Agreement and held by it, for the equal and ratable benefit of the Bank Lender Creditors, as cash security for the repayment of the Bank Credit Document Obligations owing to the Bank Lender Creditors as such.  If any amounts are held as cash security pursuant to the immediately preceding sentence, then upon the termination of all outstanding Letters of Credit under the Bank Credit Agreement, and after the application of all such cash security to the repayment of all the Bank Credit Document Obligations owing to the Bank Lender Creditors after giving effect to the termination of all such Letters of Credit, if there remains any excess cash, such excess cash shall be returned by the US Agent to the Collateral Agent for distribution in accordance with Section 3(a) hereof.

(e)            All payments required to be made hereunder shall be made (w) if to the Bank Lender Creditors, to the US Agent for the account of the Bank Lender Creditors, (x) if to the Other Creditors, to the Representative for the Other Creditors, or, in the absence of such a

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Representative, directly to the Other Creditors and (y) if to the Junior First Lien Creditors, to the Additional Senior Secured Notes Trustee.

(f)             For purposes of applying payments received in accordance with this Section 3, the Collateral Agent shall be entitled to rely upon (i) the US Agent under the Bank Credit Agreement, (ii) the Representative for the Other Creditors or, in the absence of such a Representative, upon the Other Creditors, and (iii) the Additional Senior Secured Notes Trustee, in each case, for a determination (which the US Agent, each Representative for the Other Creditors, the Additional Senior Secured Notes Trustee and the First Lien Creditors agree (or shall agree) to provide upon request of the Collateral Agent) of the outstanding Obligations (and type of Obligations) owed to the Bank Lender Creditors, the Other Creditors or the Junior First Lien Creditors, as the case may be.  Unless it has actual knowledge (including by way of written notice from a Bank Lender Creditor