AMENDMENT NO. 2 TO INTERCREDITOR
AGREEMENT
THIS AMENDMENT NO.
2 TO INTERCREDITOR AGREEMENT (“Amendment”) dated as of
May 19, 2006 is by and between Wachovia Bank, National
Association (as successor by merger to Congress Financial
Corporation) in its capacity as agent pursuant to the Working
Capital Loan and Security Agreement for the lenders who are party
from time to time thereto (in such capacity, together with its
successors and assigns in such capacity, the “Working Capital
Agent”) and Ableco Finance LLC, a Delaware limited liability
company, in its capacity as agent pursuant to the Term Loan and
Security Agreement for the lenders who are party from time to time
thereto (in such capacity, together with its successors and assigns
in such capacity, the “Term Loan Agent”).
WHEREAS, Working
Capital Agent, Working Capital Lenders, Term Loan Agent and Term
Loan Lenders have previously entered into the Intercreditor
Agreement, dated as of December 18, 2003 (the
“Intercreditor Agreement”); and
WHEREAS, Borrowers
have requested certain amendments to Working Capital Loan
Agreements, including an increase in the principal amount of the
LRG Term Loan outstanding under the Working Capital Loan
Agreements; and
WHEREAS, Working
Capital Agent and Term Loan Agent desire to enter into this
Amendment to confirm that the terms and conditions of the
Intercreditor Agreement, as amended hereby, shall continue to be in
full force and effect;
NOW THEREFORE, in
consideration of the mutual benefits accruing to each of the
parties to the Intercreditor Agreement hereunder and other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto do hereby agree as
follows:
SECTION 1.
Interpretation . For purposes of this Amendment, unless
otherwise defined herein, all capitalized terms used herein shall
have the meaning given to them in the Intercreditor
Agreement.
SECTION 2.
Additional Definitions to Intercreditor Agreement . As used
herein, the following terms shall have the meanings given to them
below and the Intercreditor Agreement is hereby amended to include,
in addition and not in limitation, the following
definitions:
2.1
“ Amendment No. 8 ” shall mean Amendment
No. 8 to Amended and Restated Loan and Security Agreement,
dated May 18, 2006, by and among Borrowers, Working Capital
Agent and Working Capital Lenders.
SECTION 3.
Amendments to Intercreditor Agreement .
3.1
Maximum W/C Debt Section 1.12 of the Intercreditor
Agreement is hereby deleted and the following is substituted
therefor:
