EX-10.19 TENSAR INTERCREDITOR AGREEMENT DATED OCTOBER 31, 2005

Exhibit 10.19

EXECUTION COPY

TENSAR INTERCREDITOR AGREEMENT

     This TENSAR INTERCREDITOR AGREEMENT, is dated as of October 31, 2005, and entered into by and among Tensar Holdings, Inc., a Delaware corporation (“Tensar Holdings”), The Tensar Corporation, LLC, a Delaware limited liability company (“Tensar”), TCO FUNDING CORP., a Delaware corporation (“TCO”), CREDIT SUISSE, in its capacity as agent under the First Lien Lease/Purchase Facilities Documents (as defined below), including its successors and assigns from time to time (the “First Lien Agent”), and AMERICAN CAPITAL FINANCIAL SERVICES, INC., in its capacity as agent under the Second Lien Commodities Purchase Documents (as defined below), including its successors and assigns from time to time (the “Second Lien Agent”). Capitalized terms used herein but not otherwise defined herein have the meanings set forth in Section 1 below.

R E C I T A L S

     WHEREAS, Tensar Holdings, Tensar, certain of their Subsidiaries, TCO and the First Lien Agent have entered into the Lease Agreement and the Commodities Purchase Agreement, in each case, dated as of the date hereof (as amended, restated, supplemented, modified or Refinanced from time to time, the “First Lien Lease/Purchase Agreements”);

     WHEREAS, Tensar Holdings, Tensar, certain of their Subsidiaries, TCO and the Second Lien Agent have entered into the Second Lien Commodities Purchase Agreement, dated as of the date hereof (as amended, restated, supplemented, modified or Refinanced from time to time in accordance with terms of this Agreement, the “Second Lien Commodities Purchase Agreement”);

     WHEREAS, pursuant to (i) the First Lien Guarantee and Collateral Agreement, Tensar Holdings has guaranteed the First Lien Obligations (the “First Lien Holdings Guaranty”); (ii) the First Lien Lease/Purchase Agreements, Tensar Holdings and Tensar have agreed to cause certain current and future Subsidiaries to guaranty the First Lien Obligations (the “First Lien Subsidiary Guaranty”) pursuant to the First Lien Guarantee and Collateral Agreement; (iii) the Second Lien Guarantee and Collateral Agreement, Tensar Holdings has guaranteed the Second Lien Obligations (the “Second Lien Holdings Guaranty”), and (iv) the Second Lien Commodities Purchase Agreement, Tensar Holdings and Tensar have agreed to cause certain current and future Subsidiaries to guaranty the Second Lien Obligations (the “Second Lien Subsidiary Guaranty”) pursuant to the Second Lien Guarantee and Collateral Agreement;

     WHEREAS, the obligations of Tensar and certain of its Subsidiaries under the First Lien Lease/Purchase Agreements and the obligations of Tensar Holdings and of the Subsidiary guarantors under the First Lien Guarantee and Collateral Agreement will be secured on a first priority basis by liens on substantially all the assets

of Tensar, Tensar Holdings and the Subsidiary guarantors (such current and future Subsidiaries of Tensar providing such a guaranty, the “Guarantor Subsidiaries”), pursuant to the terms of the First Lien Security Documents;

     WHEREAS, the obligations of Tensar and certain of its Subsidiaries under the Second Lien Commodities Purchase Agreement, the obligations of Tensar Holdings and of the Guarantor Subsidiaries under the Second Lien Guarantee and Collateral Agreement will be secured on a second priority basis by liens on substantially all the assets of Tensar, Tensar Holdings and the Guarantor Subsidiaries, pursuant to the terms of the Second Lien Security Documents;

     WHEREAS, the First Lien Lease/Purchase Agreements and the Second Lien Commodities Purchase Agreement provide, among other things, that the parties thereto shall set forth in this Agreement their respective rights and remedies with respect to the Collateral; and

     WHEREAS, in order to induce the First Lien Secured Party to enter into the First Lien Lease/Purchase Facilities Documents and to consent to the Grantors incurring the Second Lien Obligations and to induce the First Lien Secured Party and the other First Lien Claimholders to make financial accommodations to or for the benefit of Tensar or any other Grantor, the Second Lien Secured Party on behalf of the Second Lien Agent and each other the Second Lien Claimholder has agreed to the intercreditor and other provisions set forth in this Agreement.

     NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and obligations herein set forth and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

     SECTION 1. Definitions.

     1.1 Defined Terms. As used in this Agreement, the following terms shall have the following meanings:

     “Affiliate” means, with respect to a specified Person, another Person that directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with the Person specified.

     “Agreed Profit” has the meaning set forth in the Commodities Purchase Agreement and the Second Lien Commodities Purchase Agreement, as applicable.

     “Agreement” means this Agreement, as amended, renewed, extended, supplemented or otherwise modified from time to time in accordance with the terms hereof.

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

     “Bankruptcy Law” means the Bankruptcy Code and any similar federal, state or foreign law for the relief of debtors.

     “Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close.

     “Cap Amount” has the meaning set forth in Section 5.3(a)(ii).

     “Collateral” means all of the assets and property of any Grantor, whether real, personal or mixed, whether now owned or hereafter acquired, constituting both First Lien Collateral and Second Lien Collateral.

     “Commodities Purchase Agreement” means the Working Capital Murabaha Facility Agreement, dated as of Effective Date, by and between the Tensar Parties party thereto, the First Lien Secured Party and the First Lien Agent, as the same may be amended, supplemented or modified, renewed, extended or Refinanced from time to time in accordance with the terms thereof and hereof.

     “Comparable Second Lien Security Document” means, in relation to any Collateral subject to any Lien created under any First Lien Security Document, that Second Lien Security Document which creates a Lien on the same Collateral, granted by the same Grantor.

     “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. The terms “Controlling” and “Controlled” have meanings correlative thereto.

     “DIP Financing” has the meaning assigned to that term in Section 6.1.

     “Discharge of First Lien Obligations” means, except to the extent otherwise provided in Section 5.5, (a) payment in full in cash of all Acquisition Cost, Murabaha Price, the Rental Rate portion of Rent and Agreed Profit (including Rental Rate or Agreed Profit accruing on or after the commencement of any Insolvency or Liquidation Proceeding, whether or not such charges would be allowed in such Insolvency or Liquidation Proceeding) and premium, if any, on all Financing Obligations outstanding under the First Lien Lease/Purchase Facilities Documents and constituting First Lien Obligations; (b) payment in full in cash of all other First Lien Obligations that are due and payable or otherwise accrued and owing at or prior to the time such Acquisition Cost, Murabaha Price, Rental Rate or Agreed Profit are paid (other than any indemnification obligations for which no claim or demand for payment, whether oral or written, has been made at such time) and (c) termination or expiration of all commitments to engage in commodities transactions and all other obligations under the First Lien Lease/Purchase Facilities Documents.

     “Disposition” has the meaning assigned to that term in Section 5.1(a).

     “Effective Date” means October 31, 2005.

     “Financing Obligations” means and includes all Obligations that constitute “Financing Obligations” within the meaning of the First Lien Lease/Purchase Agreements or the Second Lien Commodities Purchase Agreement, as applicable.

     “First Lien Claimholders” means, at any relevant time, the holders of First Lien Obligations at such time, including the First Lien Secured Party and the First Lien Agent.

     “First Lien Collateral” means all of the assets and property of any Grantor, whether real, personal or mixed, and whether now owned or hereafter acquired, with respect to which a Lien is granted as security for any First Lien Obligations.

     “First Lien Guarantee and Collateral Agreement” means the First Lien Guarantee and Collateral Agreement, dated as of the Effective Date, by and among Tensar Holdings, Tensar, each other Grantor, the First Lien Secured Party, and the First Lien Agent, as amended, restated, supplemented, modified, renewed, extended or Refinanced from time to time in accordance with the provisions of this Agreement.

     “First Lien Holdings Guaranty” has the meaning set forth in the Recitals to this Agreement.

     “First Lien Lease/Purchase Agreements” has the meaning set forth in the Recitals to this Agreement.

     “First Lien Lease/Purchase Facilities Documents” means the Lease Agreement, the Commodities Purchase Agreement and the Lease/Purchase Facilities Documents (as defined in the First Lien Guarantee and Collateral Agreement), including the First Lien Security Documents and each of the other agreements, documents and instruments providing for or evidencing any other First Lien Obligation, and any other document or instrument executed or delivered at any time in connection with any First Lien Obligations, including any intercreditor or joinder agreement among holders of First Lien Obligations, to the extent such are effective at the relevant time, in each case, as each may be amended, restated, supplemented, modified, renewed, extended or Refinanced from time to time in accordance with the provisions of this Agreement.

     “First Lien Obligations” means, subject to clause (c) hereof, the following:

     (a) (i) all Acquisition Cost, the Rental Rate portion of Rent, Agreed Profit and Murabaha Price (including any Post-Petition Charges) and premium (if any) on all financial accommodations made pursuant to the First Lien Lease/Purchase Agreements and (ii) all guarantee obligations, fees, expenses and other all other Obligations under the First Lien Lease/Purchase Agreements and the other First Lien Lease/Purchase Facilities Documents, in each case whether or not allowed or allowable in an Insolvency or Liquidation Proceeding.

     (b) To the extent any payment with respect to any First Lien Obligation (whether by or on behalf of any Grantor, as proceeds of security, enforcement of any right of setoff or otherwise) is declared to be a fraudulent conveyance or a preference in any respect, set aside or required to he paid to a debtor in possession, any Second Lien Claimholders, receiver or similar Person, then the obligation or part thereof originally intended to be satisfied shall, for the purposes of this Agreement and the rights and obligations of the First Lien Claimholders and the Second Lien Claimholders, be deemed to be reinstated and outstanding as if such payment had not occurred. To the extent that any Rental Rate portion of Rent, Agreed Profit, interest, fees, expenses or other charges (including Post-Petition Charges) to be paid pursuant to the First Lien Lease/Purchase Facilities Documents are disallowed by order of any court, including by order of a Bankruptcy Court in any Insolvency or Liquidation Proceeding, such Rental Rate portion of Rent, Agreed Profit, interest, fees, expenses and charges (including Post-Petition Charges) shall, as between the First Lien Claimholders and the Second Lien Claimholders, be deemed to continue to accrue and be added to the amount to be calculated as the “First Lien Obligations”.

     (c) Notwithstanding the foregoing, if the aggregate stated amount of Acquisition Cost and Purchase Price outstanding under the First Lien Lease/Purchase Agreements and the other First Lien Lease/Purchase Facilities Documents is in excess of the Cap Amount, then only that portion of such Acquisition Cost and Purchase Price equal to the Cap Amount shall be included in First Lien Obligations and Rental Rate and Agreed Profit with respect to such Acquisition Cost and Purchase Price shall only constitute First Lien Obligations to the extent related to Financing Obligations included in the First Lien Obligations.

     “First Lien Secured Party” means TCO in its capacities as a party under the First Lien Lease/Purchase Facilities Documents, together with any successors or assigns in such capacity.

     “First Lien Security Documents” means the First Lien Guarantee and Collateral Agreement and all other agreements, documents and instruments pursuant to which a Lien is granted securing any First Lien Obligations or under which rights or remedies with respect to such Liens are governed.

     “Grantors” means Tensar, Tensar Holdings, each of the Guarantor Subsidiaries and each other Person that has or may from time to time hereafter execute and deliver a First Lien Security Document or a Second Lien Security Document as a “grantor” or “pledgor” (or the equivalent thereof).

     “Guarantor Subsidiaries” has the meaning set forth in the Recitals to this Agreement.

     “Insolvency or Liquidation Proceeding” means (a) any voluntary or involuntary case or proceeding under the Bankruptcy Code with respect to any Grantor, (b) any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or

proceeding with respect to any Grantor or with respect to a material portion of their assets, (c) any liquidation, dissolution, reorganization or winding up of any Grantor whether voluntary or involuntary and whether or not involving insolvency or bankruptcy or (d) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Grantor.

     “Lease Agreement” means the Lease and License Financing and Purchase Option Agreement, dated as of the Effective Date, by and among the Tensar Parties party thereto, the First Lien Secured Party and the First Lien Agent as the same may be amended, supplemented, modified, renewed, extended or Refinanced from time to time from time to time in accordance with the provisions of this Agreement.

     “Lien” means any lien (including judgment liens and liens arising by operation of law), mortgage, pledge, assignment, security interest, charge or encumbrance of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, and any lease in the nature thereof) and any option, call, trust, UCC financing statement or other preferential arrangement having the practical effect of any of the foregoing.

     “Murabaha Price” has the meaning set forth in the Commodities Purchase Agreement and the Second Lien Commodities Purchase Agreement, as applicable.

     “Obligations” means any and all obligations of every nature of each Grantor from time to time owed to any First Lien Claimholder, Second Lien Claimholder or any of them or their respective Affiliates under the First Lien Lease/Purchase Facilities Documents, or the Second Lien Commodities Purchase Facility Documents, including obligations with respect to the payment of (a) any Acquisition Cost, Murabaha Price, the Rental Rate portion of Rent, Agreed Profit, or premium on any Financing Obligations, or any other liability, including the Rental Rate portion of Rent, Agreed Profit or interest accruing after the filing of a petition initiating any proceeding under the Bankruptcy Code, (b) any fees, indemnification obligations, expense reimbursement obligations or other liabilities payable under the documentation governing any Financing Obligations, or (c) any obligation to post cash collateral in respect of any other obligations.

     “Outstanding Amount” has the meaning set forth in Section 6.1.

     “Person” or “Persons” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, governmental authority or other entity.

     “Pledged Collateral” has the meaning set forth in Section 5.4.

     “Post-Petition Charges” means the Rental Rate portion of Rent, Agreed Profit, interest, fees, expenses and other charges that pursuant to the First Lien Lease/Purchase Agreements or the Second Lien Commodities Purchase Agreement, continue to accrue after the commencement of any Insolvency or Liquidation Proceeding, whether or not such Rental Rate portion of Rent, Agreed Profit, interest, fees, expenses

and other charges are allowed or allowable under the Bankruptcy Law or in any such Insolvency or Liquidation Proceeding.

     “Purchase Price” has the meaning set forth in the Commodities Purchase Agreement and the Second Lien Commodities Purchase Agreement, as applicable.

     “Recovery” has the meaning set forth in Section 6.5.

     “Refinance” means, in respect of any Financing Obligations, to refinance, extend, renew, defease, amend, modify, supplement, restructure, replace, refund or repay, or to issue other Financing Obligations, in exchange or replacement for, such Financing Obligations in whole or in part. “Refinanced” and “Refinancing” shall have correlative meanings.

     “Rent” has the meaning set forth in the Lease Agreement.

     “Rental Rate” has the meaning set forth in the Lease Agreement.

     “Second Lien Claimholders” means, at any relevant time, the holders of Second Lien Obligations at such time, including the Second Lien Secured Party and the Second Lien Agent.

     “Second Lien Collateral” means all of the assets and property of any Grantor, whether real, personal or mixed, and whether now owned or hereafter acquired, with respect to which a Lien is granted as security for any Second Lien Obligations.

     “Second Lien Commodities Purchase Agreement” has the meaning set forth in the Recitals.

     “Second Lien Commodities Purchase Facility Documents” means the Second Lien Commodities Purchase Agreement and each of the other security and other agreements, documents, and instruments providing for or evidencing any obligation of the Tensar Parties in respect thereof and any security granted therefor, and any other document or instrument executed or delivered at any time in connection with the obligations of the Tensar Parties thereunder, as each may be amended, restated, supplemented, modified, renewed, extended or Refinanced, from time to time in accordance with the provisions of this Agreement.

     “Second Lien Guarantee and Collateral Agreement” means the Second Lien Guarantee and Collateral Agreement, dated as of the Effective Date, by and among Tensar Holdings, Tensar, each other Grantor, the Second Lien Agent and the Second Lien Secured Party, as amended, restated, supplemented, modified, renewed, extended or Refinanced from time to time in accordance with the provisions of this Agreement.

     “Second Lien Holdings Guaranty” has the meaning assigned to that term in the Recitals to this Agreement.

     “Second Lien Obligations” means all Obligations outstanding under the Second Lien Commodities Purchase Agreement and the other Second Lien Commodities Purchase Facility Documents. “Second Lien Obligations” shall include all Agreed Profit or interest accrued or accruing (or which would, absent commencement of an Insolvency or Liquidation Proceeding, accrue) after commencement of an Insolvency or Liquidation Proceeding in accordance with the rate specified in the relevant Second Lien Commodities Purchase Facility Document whether or not the claim for such Agreed Profit or interest is allowed as a claim in such Insolvency or Liquidation Proceeding.

     “Second Lien Secured Party” means TCO in its capacities as a party under the Second Lien Commodities Purchase Facilities Documents, together with any successors or assigns in such capacity.

     “Second Lien Security Documents” means the Second Lien Guarantee and Collateral Agreement and all other agreements, documents and instruments pursuant to which a Lien is granted securing any Second Lien Obligations or under which rights or remedies with respect to such Liens are governed.

     “Standstill Period” has the meaning set forth in Section 3.1 hereof.

     “Subsidiary” means, with respect to any Person (herein referred to as the “parent”), any corporation, partnership, limited liability company, association or other entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or more than 50% of the general partnership interests are, at the time any determination is being made, owned, controlled or held, or (b) that is, at the time any determination is made, otherwise Controlled, in either case by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

     “TCO” has the meaning set forth in the Recitals to this Agreement.

     “Tensar” has the meaning set forth in the Recitals to this Agreement.

     “Tensar Holdings” has the meaning set forth in the Recitals to this Agreement.

     “Tensar Parties” shall mean Tensar Holdings and each of its Subsidiaries.

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

     1.2 Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and

effect as the word “shall”. Unless the context requires otherwise (a) 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, (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Exhibits or Sections shall be construed to refer to Exhibits or Sections of this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

     SECTION 2. Lien Priorities.

     2.1 Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Second Lien Obligations granted on the Collateral or of any Liens securing the First Lien Obligations granted on the Collateral and notwithstanding any provision of the UCC, or any other applicable law or the Second Lien Commodities Purchase Facility Documents (other than this Agreement) or any defect or deficiencies in, or failure to perfect or lapse in perfection of, the Liens securing the First Lien Obligations or any other circumstance whatsoever, the Second Lien Secured Party, on behalf of itself and the Second Lien Claimholders, hereby agrees that: (a) any Lien on the Collateral securing any First Lien Obligations now or hereafter held by or on behalf of the First Lien Secured Party or any First Lien Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Collateral securing any of the Second Lien Obligations; and (b) any Lien on the Collateral securing any Second Lien Obligations now or hereafter held by or on behalf of the Second Lien Secured Party, any Second Lien Claimholders or any agent or trustee therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Collateral securing any First Lien Obligations. All Liens on the Collateral securing any First Lien Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Second Lien Obligations for all purposes, whether or not such Liens securing any First Lien Obligations are subordinated to any Lien securing any other obligation of Tensar, any other Grantor or any other Person.

     2.2 Prohibition on Contesting Liens. Each of the Second Lien Secured Party, for itself and on behalf of each Second Lien Claimholdcr, and the First Lien Secured Party, for itself and on behalf of each First Lien Claimholder, agrees that it will not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the priority, validity, perfection or enforceability of any Lien held by or on behalf of any of the First Lien Claimholders in the First Lien Collateral or by or on behalf of any of the Second Lien Claimholders in the Second Lien Collateral, as the case may be, or the provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or

impair the rights of the First Lien Secured Party or any First Lien Claimholder to enforce this Agreement, including the provisions of this Agreement relating to the priority of the Liens securing the First Lien Obligations as provided in Sections 2.1 and 3.1.

     2.3 No New Liens. So long as the Discharge of First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against Tensar or any other Grantor, the parties hereto agree that Tensar Holdings and Tensar shall not, and shall not permit any other Grantor to (a) grant or permit any additional Liens on any asset or property to secure any Second Lien Obligation unless it has granted or concurrently grants a Lien on such asset or property to secure the First Lien Obligations or (b) grant or permit any additional Liens on any asset or property to secure any First Lien Obligations unless it has granted or concurrently grants a Lien on such asset or property to secure the Second Lien Obligations. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the First Lien Secured Party and/or the First Lien Claimholders, the Second Lien Secured Party, on behalf of Second Lien Claimholders, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.3 shall be subject to Section 4.2.

     2.4 Similar Liens and Agreements. The parties hereto agree that it is their intention that the First Lien Collateral and the Second Lien Collateral be identical. In furtherance of the foregoing and of Section 8.9, the parties hereto agree, subject to the other provisions of this Agreement:

          (a) upon request by the First Lien Secured Party or the Second Lien Secured Party, to cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time in order to determine the specific items included in the First Lien Collateral and the Second Lien Collateral and the steps taken to perfect their respective Liens thereon and the identity of the respective parties obligated under the First Lien Lease/Purchase Facilities Documents and the Second Lien Commodities Purchase Facility Documents; and

          (b) that the documents and agreements creating or evidencing the First Lien Collateral and the Second Lien Collateral and guarantees for the First Lien Obligations and the Second Lien Obligations shall be in all material respects the same forms of documents other than with respect to the first lien and the second lien nature of the Obligations thereunder.

     SECTION 3. Enforcement.

     3.1 Exercise of Rights and Remedies.

          (a) Until the Discharge of First Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against Tensar or any other Grantor, the Second Lien Secured Party and the Second Lien Claimholders:

          (i) will not exercise or seek to exercise any rights or remedies (including setoff, the right to credit bid their debt and any actions as agent or in connection with the exercise of rights pursuant to a power of attorney or otherwise) with respect to any Collateral or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure); provided that if an Event of Default (as defined in the Second Lien Commodities Purchase Agreement (as in effect on the date hereof)) has occurred and for so long as such Event of Default is continuing, subject at all times to the provisions of Sections 2.1 and 4, after expiration of a 120-day period (the “Standstill Period”) which shall commence on the date of receipt by the First Lien Secured Party of the written declaration of the Second Lien Secured Party of such Event of Default and written demand by the Second Lien Secured Party to Tensar for the accelerated payment of all Second Lien Obligations (unless Tensar or any other Grantor is subject to an Insolvency or Liquidation Proceeding by reason of which such declaration and the making of such demand is stayed, in which case, commencing on the date of the commencement of such Insolvency or Liquidation Proceeding), the Second Lien Secured Party may take action to enforce its Liens on the Second Lien Collateral (including the institution of any action or proceeding with respect to its rights or remedies with respect to any Second Lien Collateral) upon prior written notice to Tensar and the First Lien Secured Party, but only so long as the First Lien Secured Party is not diligently pursuing in good faith the exercise of its enforcement rights or remedies against, or diligently attempting to vacate any stay or enforcement of its Liens on, all or any material portion of the Collateral;

          (ii) will not contest, protest or object to any foreclosure proceeding or action brought by the First Lien Secured Party or any First Lien Claimholder or any other exercise by the First Lien Secured Party or any First Lien Claimholder of any rights and remedies relating to the First Lien Collateral or otherwise; or

          (iii) subject to their rights under clause (a)(i) above, will not object to the forbearance by the First Lien Secured Party or the First Lien Claimholders from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the First Lien Collateral.

          (b) Until the Discharge of First Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against Tensar or any other Grantor, subject to Section 3.1(a)(i), the First Lien Secured Party and the First Lien Claimholders shall have the exclusive right to enforce rights, exercise remedies (including set-off and the right to credit bid their debt) and make determinations regarding the release, disposition, or restrictions with respect to the Collateral without any consultation with or the consent of the Second Lien Secured Party or any Second Lien Claimholder. In exercising rights and remedies with respect to the Collateral, the First Lien Secured Party and the First Lien Claimholders may enforce the provisions of the First Lien Lease/Purchase Facilities Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of

their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the UCC and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction.

          (c) Notwithstanding the foregoing, the Second Lien Secured Party and any Second Lien Claimholder may:

          (i) file a claim or statement of interest with respect to the Second Lien Obligations; provided that an Insolvency or Liquidation Proceeding has been commenced by or against Tensar or any other Grantor;

          (ii) take any action (not adverse to the priority status of the Liens on the Collateral securing the First Lien Obligations, or the rights of any First Lien Secured Party or the First Lien Claimholders to exercise remedies in respect thereof) in order to create, perfect, preserve or protect its Lien on the Collateral;

          (iii) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of the Second Lien Claimholders, including any claims secured by the Collateral, if any, in each case in accordance with the terms of this Agreement;

          (iv) vote on any plan of reorganization, file any proof of claim, make other filings and make any arguments and motions that are, in each case, in accordance with the terms of this Agreement, with respect to the Second Lien Obligations and the Collateral;

          (v) (i) may impose a late payment at the Default Rate, as described in Section 3.1 of the Second Commodities Purchase Agreement and (ii) may demand accelerated payment of any and all of the Second Lien Obligations and may file and pursue any lawsuit to collect the Second Lien Obligations to the extent that such demand, filing, and pursuit would be remedies available to any unsecured creditor of Tensar;

          (vi) exercise any of its rights or remedies with respect to the Collateral after the termination of the Standstill Period to the extent permitted by Section 3.l(a)(i); and

          (vii) present a cash bid at any Section 363 hearing or with respect to any other Collateral disposition.

         The Second Lien Secured Party, on behalf of itself and the Second Lien Claimholders, agrees that it will not take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including set-off) with respect to any Collateral in its capacity as a creditor, unless and until the Discharge of

First Lien Obligations has occurred, except as expressly provided in Section 3.1(a)(i). Without limiting the generality of the foregoing, unless and until the Discharge of First Lien Obligations has occurred, except as expressly provided in Section 3.1(a), Section 6.3(b) and this Section 3.1(c), the sole right of the Second Lien Secured Party and the Second Lien Claimholders with respect to the Collateral is to hold a Lien on the Collateral pursuant to the Second Lien Security Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of First Lien Obligations has occurred as set forth herein.

          (d) Subject to Sections 3.1(a) and (c) and Section 6.3(b):

          (i) the Second Lien Secured Party, for itself and on behalf of the Second Lien Claimholders, agrees that the Second Lien Secured Party and the Second Lien Claimholders will not take any action that would hinder any exercise of remedies under the First Lien Lease/Purchase Facilities Documents or is otherwise prohibited hereunder, including any sale, lease, exchange, transfer or other disposition of the Collateral, whether by foreclosure or otherwise;

          (ii) the Second Lien Secured Party, for itself and on behalf of the Second Lien Claimholders, hereby waives any and all rights it or the Second Lien Claimholders may have as a junior lien creditor or otherwise to object to the manner in which the First Lien Secured Party or the First Lien Claimholders seek to enforce or collect the First Lien Obligations or the Liens securing the First Lien Obligations granted in any of the First Lien Collateral undertaken in accordance with this Agreement, regardless of whether any action or failure to act by or on behalf of the First Lien Secured Party or First Lien Claimholders is adverse to the interest of the Second Lien Claimholders; and

          (iii) the Second Lien Secured Party hereby acknowledges and agrees that no covenant, agreement or restriction contained in the Second Lien Security Documents or any other Second Lien Commodities Purchase Facility Document (other than this Agreement) shall be deemed to restrict in any way the rights and remedies of the First Lien Secured Party or the First Lien Claimholders with respect to the Collateral as set forth in this Agreement and the First Lien Lease/Purchase Facilities Documents.

          (e) Except as otherwise specifically set forth in Sections 3.1(a) and (d), the Second Lien Secured Party and the Second Lien Claimholders may exercise rights and remedies as unsecured creditors against Tensar or any other Grantor that has guaranteed or granted Liens to secure the Second Lien Obligations in accordance with the terms of the Second Lien Commodities Purchase Facility Documents and applicable law (including, without limitation, filing any pleadings, objections, motions or agreements in connection therewith); provided that in the event that any Second Lien Claimholder becomes a judgment Lien creditor in respect of any Collateral as a result of its enforcement of its rights as an unsecured creditor with respect to the Second Lien Obligations, such judgment Lien shall be subject to the terms of this Agreement for all

purposes (including in relation to the First Lien Obligations) as the other Liens securing the Second Lien Obligations are subject to this Agreement.

          (f) Except as specifically set forth in Sections 3.1(a) and (d) and Section 4, nothing in this Agreement shall prohibit the receipt by the Second Lien Secured Party or any Second Lien Claimholders of the required payments of Murabaha Price, Agreed Profit and other amounts owed in respect of the Second Lien Obligations so long as such receipt is not the direct or indirect result of the exercise by the Second Lien Secured Party or any Second Lien Claimholders of rights or remedies as a secured creditor (including set-off) or enforcement in contravention of this Agreement of any Lien held by any of them. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First Lien Secured Party or the First Lien Claimholders may have with respect to the First Lien Collateral.

     3.2 Actions Upon Breach. If any Second Lien Claimholder, in contravention of the terms of this Agreement, in any way takes, attempts to or threatens to take any action with respect to the Collateral (including any attempt to realize upon or enforce any remedy with respect to this Agreement), or fails to take any action required by this Agreement, this Agreement shall create an irrebutable presumption and admission by such Second Lien Claimholder that relief against such Second Lien Claimholder by injunction, specific performance and/or other appropriate equitable relief is necessary to prevent irreparable harm to the First Lien Claimholders, it being understood and agreed by the Second Lien Secured Party on behalf of each Second Lien Claimholder that (i) the First Lien Claimholders’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (ii) each Second Lien Claimholder waives any defense that the First Lien Claimholders cannot demonstrate damage and/or be made whole by the awarding of damages.

     SECTION 4. Payments.

     4.1 Application of Proceeds. So long as the Discharge of First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against Tensar or any other Grantor, any Collateral or proceeds thereof received in connection with the sale or other disposition of, or collection on, such Collateral upon the exercise of remedies shall be applied by the First Lien Secured Party to the First Lien Obligations then due and owing in such order as specified in the relevant First Lien Lease/Purchase Facilities Documents. Upon the Discharge of the First Lien Obligations, the First Lien Secured Party shall deliver to the Second Lien Secured Party any Collateral and proceeds of Collateral held by it in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct to be applied by the Second Lien Secured Party to the Second Lien Obligations.

     4.2 Payments Over. So long as the Discharge of First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against Tensar or any other Grantor, any Collateral or proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of

Section 2.3) received by the Second Lien Secured Party or any Second Lien Claimholders in connection with the exercise of any right or remedy (including set-off or recoupment) relating to the Collateral in contravention of this Agreement shall be segregated and held in trust and forthwith paid over to the First Lien Secured Party for the benefit of the First Lien Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The First Lien Secured Party is hereby authorized to make any such endorsements as agent for the Second Lien Secured Party or any such Second Lien Claimholders. This authorization is coupled with an interest and is irrevocable until the Discharge of First Lien Obligations. So long as the Discharge of First Lien Obligations has not occurred, if in any Insolvency or Liquidation Proceeding the Second Lien Secured Party or any Second Lien Claimholders shall receive any distribution of money or other property in respect of the Collateral, such money or other property shall be segregated and held in trust and forthwith paid over to the First Lien Secured Party for the benefit of the First Lien Claimholders in the same form as received, with any necessary endorsements. Any Lien received by the Second Lien Secured Party or any Second Lien Claimholders in any Insolvency or Liquidation Proceeding shall be subject to the terms of this Agreement.

     4.3 Certain Agreements with respect to Unenforceable Collateral. In addition to the rights and obligations of the First Lien Secured Party, the Second Lien Secured Party, the First Lien Claimholders and Second Lien Claimholders set forth herein, in the event that in any Insolvency or Liquidation Proceeding a determination is made that Liens encumbering any Collateral are not enforceable for any reason, then the Second Lien Secured Party and the Second Lien Claimholders agree that any distribution or recovery they may receive with respect to, or allocable to, the value of such Collateral or any proceeds thereof shall (for so long as the Discharge of the First Lien Obligations has not occurred) be segregated and held in trust and forthwith paid over to the First Lien Secured Party for the benefit of the First Lien Claimholders in the same form as received without recourse, representation or warranty (other than a representation of the Second Lien Secured Party that it has not otherwise sold, assigned, transferred or pledged any right, title or interest in and to such distribution or recovery) but with any necessary endorsements or as a court of competent jurisdiction may otherwise direct until such time as the Discharge of First Lien Obligations has occurred. The First Lien Secured Party is hereby authorized to make any such endorsements as agent for the Second Lien Secured Party and any such Second Lien Claimholders. This authorization is coupled with an interest and is irrevocable.

     SECTION 5. Other Agreements.

     5.1 Releases.

          (a) If in connection with any sale, lease, exchange, transfer or other disposition of any Collateral (collectively, a “Disposition”) occurring in connection with the exercise of the First Lien Secured Party’s rights and remedies in respect of the Collateral, the First Lien Secured Party, for itself or on behalf of any of the First Lien Claimholders, releases any of its Liens on any part of the Collateral, then the Liens, if any, of the Second Lien Secured Party, for itself or for the benefit of the Second Lien

Claimholders, on such Collateral shall be automatically, unconditionally and simultaneously released; provided that such exercise is taken in good faith and the Liens of the Second Lien Claimholders attach to the proceeds thereof, subject to the provisions of Section 2 and 4 hereof. The Second Lien Secured Party for itself or on behalf of any such Second Lien Claimholders, promptly shall execute and deliver to the First Lien Agent or such Guarantor Subsidiary such termination statements, releases and other documents as the First Lien Secured Party or such Guarantor Subsidiary may request to effectively confirm such release.

          (b) Subject to Section 5.1(e), if in connection with any Disposition permitted under the terms of both the First Lien Lease/Purchase Facilities Documents and the Second Lien Commodities Purchase Facility Documents (other than in connection with the exercise of the First Lien Secured Party’s rights and remedies in respect of the Collateral provided for in Section 3.1), the First Lien Secured Party, for itself or on behalf of any of the First Lien Claimholders, releases any of its Liens on any part of the Collateral, other than (A) in connection with the Discharge of First Lien Obligations and (B) after the occurrence and during the continuance of any Event of Default under the Second Lien Commodities Purchase Agreement, then the Liens, if any, of the Second Lien Secured Party, for itself or for the benefit of the Second Lien Claimholders, on such Collateral shall be released simultaneously upon notice of such Disposition to the Second Lien Secured Party and the Second Lien Agent. The Second Lien Secured Party, for itself or on behalf of any such Second Lien Claimholders, promptly shall execute and deliver to the First Lien Secured Party or such Guarantor Subsidiary such termination statements, releases and other documents as the First Lien Secured Party or such Grantor may request to effectively confirm such release; provided, however, that any such release shall not be effective until such Disposition is consummated and shall not extend to the proceeds thereof. For avoidance of doubt, the exercise of the First Lien Secured Party’s remedies in respect of the Collateral shall not constitute a Disposition but instead shall be governed by Section 5.1(a) above.

          (c) Until the Discharge of First Lien Obligations occurs, the Second Lien Secured Party, for itself and on behalf of the Second Lien Claimholders, hereby irrevocably constitutes and appoints the First Lien Secured Party and any officer or agent of the First Lien Secured Party, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Second Lien Secured Party or such holder or in the First Lien Secured Party’s own name, from time to time in the First Lien Secured Party’s discretion, for the purpose of carrying out the terms of this Section 5.1, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary to accomplish the purposes of this Section 5.1, including any endorsements or other instruments of transfer or release.