AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.12

EXECUTION VERSION

 

$405,000,000

AMENDED AND RESTATED CREDIT AGREEMENT

among

UNITED COMPONENTS, INC.,
as Borrower,

The Several Lenders
from Time to Time Parties Hereto,

LEHMAN BROTHERS INC.
and
J.P. MORGAN SECURITIES INC.,
as Joint Lead Arrangers,

JPMORGAN CHASE BANK, N.A.,
as Syndication Agent,

ABN AMRO BANK N.V.,
BANK OF AMERICA, N.A.,
and
GENERAL ELECTRIC CAPITAL CORPORATION,
as Co-Documentation Agents

and

LEHMAN COMMERCIAL PAPER INC.,
as Administrative Agent

Dated as of May 25, 2006

 

TABLE OF CONTENTS

				Page
		SECTION 1. DEFINITIONS
1.1		Defined Terms			1
1.2		Other Definitional Provisions			22
		SECTION 2. AMOUNT AND TERMS OF COMMITMENTS
2.1		Tranche D Term Loan Commitments			23
2.2		Procedure for Tranche D Term Loan Borrowing			23
2.3		Repayment of Tranche D Term Loans			24
2.4		Revolving Credit Commitments			24
2.5		Procedure for Revolving Credit Borrowing			25
2.6		Swing Line Commitment			25
2.7		Procedure for Swing Line Borrowing; Refunding of Swing Line Loans			25
2.8		Repayment of Loans; Evidence of Debt			27
2.9		Commitment Fees, etc			27
2.10		Termination or Reduction of Revolving Credit Commitments			28
2.11		Optional Prepayments			28
2.12		Mandatory Prepayments and Commitment Reductions			28
2.13		Conversion and Continuation Options			29
2.14		Minimum Amounts and Maximum Number of Eurodollar Tranches			30
2.15		Interest Rates and Payment Dates			30
2.16		Computation of Interest and Fees			31
2.17		Inability to Determine Interest Rate			31
2.18		Pro Rata Treatment and Payments			31
2.19		Requirements of Law			33
2.20		Taxes			34
2.21		Indemnity			36
2.22		Illegality			36
2.23		Change of Lending Office			36
2.24		Replacement of Lenders under Certain Circumstances			37
		SECTION 3. LETTERS OF CREDIT
3.1		L/C Commitment			37
3.2		Procedure for Issuance of Letter of Credit			37
3.3		Fees and Other Charges			38
3.4		L/C Participations			38
3.5		Reimbursement Obligation of the Borrower			39
3.6		Obligations Absolute			39
3.7		Letter of Credit Payments			40
3.8		Applications			40
		SECTION 4. REPRESENTATIONS AND WARRANTIES
4.1		Financial Condition			40
4.2		No Change			41
4.3		Corporate Existence; Compliance with Law			41
4.4		Power; Authorization; Enforceable Obligations			41
4.5		No Legal Bar			41
4.6		No Material Litigation			42
4.7		No Default			42
4.8		Ownership of Property; Liens			42
4.9		Intellectual Property			42

				Page
4.10		Taxes			42
4.11		Federal Regulations			42
4.12		Labor Matters			42
4.13		ERISA			43
4.14		Investment Company Act; Other Regulations			43
4.15		Subsidiaries			43
4.16		Use of Proceeds			43
4.17		Environmental Matters			43
4.18		Accuracy of Information, etc.			44
4.19		Security Documents			44
4.20		Solvency			45
4.21		Senior Indebtedness			45
4.22		Regulation H			45
		SECTION 5. CONDITIONS PRECEDENT
5.1		Conditions to Initial Extension of Credit			45
5.2		Conditions to Each Extension of Credit			47
		SECTION 6. AFFIRMATIVE COVENANTS
6.1		Financial Statements			48
6.2		Certificates; Other Information			48
6.3		Payment of Taxes, etc			49
6.4		Conduct of Business and Maintenance of Existence, etc.			49
6.5		Maintenance of Property; Insurance			49
6.6		Inspection of Property; Books and Records; Discussions			50
6.7		Notices			50
6.8		Environmental Laws			51
6.9		Interest Rate Protection			51
6.10		Additional Collateral, etc.			51
6.11		Further Assurances			53
6.12		Collateral Covenants			53
		SECTION 7. NEGATIVE COVENANTS
7.1		Financial Condition Covenants			55
7.2		Limitation on Indebtedness			56
7.3		Limitation on Liens			58
7.4		Limitation on Fundamental Changes			59
7.5		Limitation on Disposition of Property			59
7.6		Limitation on Restricted Payments			61
7.7		Limitation on Capital Expenditures			62
7.8		Limitation on Investments			62
7.9		Limitation on Optional Payments and Modifications of Debt Instruments, etc.			63
7.10		Limitation on Transactions with Affiliates			64
7.11		Limitation on Sales and Leasebacks			64
7.12		Limitation on Changes in Fiscal Periods			64
7.13		Limitation on Negative Pledge Clauses			64
7.14		Limitation on Restrictions on Subsidiary Distributions			65
7.15		Limitation on Lines of Business			65
7.16		Limitation on Hedge Agreements			66
7.17		Limitation on Activities of Holdings			66
		SECTION 8. EVENTS OF DEFAULT
		SECTION 9. THE AGENTS
9.1		Appointment			69
9.2		Delegation of Duties			69

				Page
9.3		Exculpatory Provisions			69
9.4		Reliance by Agents			69
9.5		Notice of Default			70
9.6		Non-Reliance on Agents and Other Lenders			70
9.7		Indemnification			70
9.8		Agent in Its Individual Capacity			71
9.9		Successor Administrative Agent			71
9.10		Authorization to Release Liens and Guarantees			71
9.11		The Joint Lead Arrangers; the Syndication Agent			71
		SECTION 10. MISCELLANEOUS
10.1		Amendments and Waivers			71
10.2		Notices			73
10.3		No Waiver; Cumulative Remedies			74
10.4		Survival of Representations and Warranties			74
10.5		Payment of Expenses			74
10.6		Successors and Assigns; Participations and Assignments			75
10.7		Adjustments; Set-off			78
10.8		Counterparts			79
10.9		Severability			79
10.10		Integration			79
10.11		GOVERNING LAW			79
10.12		Submission To Jurisdiction; Waivers			79
10.13		Acknowledgments			80
10.14		Confidentiality			80
10.15		Release of Collateral and Guarantee Obligations			80
10.16		Accounting Changes			81
10.17		Delivery of Lender Addenda			81
10.18		WAIVERS OF JURY TRIAL			81
10.19		USA Patriot Act Notice			81

ANNEXES:
A		Pricing Grid
SCHEDULES:
1.1		Mortgaged Property
4.4		Consents, Authorizations, Filings and Notices
4.6		Certain Litigation
4.15		Subsidiaries
4.19(a)-1		UCC Filing Jurisdictions
4.19(a)-2		UCC Financing Statements to Remain on File
4.19(a)-3		UCC Financing Statements to be Terminated
4.19(b)		Mortgage Filing Jurisdictions
7.2(d)		Existing Indebtedness
7.3(f)		Existing Liens
7.8		Existing Investments
7.13		Existing Restrictions on Liens
EXHIBITS:
A		Form of Guarantee and Collateral Agreement
B		Form of Compliance Certificate
C		Form of Closing Certificate
D		Form of Mortgage
E		Form of Assignment and Acceptance
F		Form of Legal Opinion of Latham & Watkins LLP
G-1		Form of Tranche D Term Note
G-2		Form of Revolving Credit Note
G-3		Form of Swing Line Note
H		Form of Exemption Certificate
I		Form of Lender Addendum
J		Form of Borrowing Notice

          AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 25, 2006, among UNITED COMPONENTS, INC., a Delaware corporation (the “ Borrower ”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “ Lenders ”), LEHMAN BROTHERS INC. and J.P. MORGAN SECURITIES INC., as joint advisors, joint lead arrangers and joint bookrunners (in such capacity, the “ Joint Lead Arrangers ”), JPMORGAN CHASE BANK, N.A., as syndication agent (in such capacity, the “ Syndication Agent ”), ABN AMRO BANK N.V., BANK OF AMERICA, N.A. and GENERAL ELECTRIC CAPITAL CORPORATION, as co-documentation agents (in such capacity, the “ Co-Documentation Agents ”), and LEHMAN COMMERCIAL PAPER INC., as administrative agent (in such capacity, the “ Administrative Agent ”).

W I T N E S S E T H:

          WHEREAS, the Borrower is party to that certain Credit Agreement, dated as of June 20, 2003 (as amended, supplemented, modified or waived prior to the date hereof, the “ Existing Credit Agreement ”), among the Borrower, the lenders party thereto from time to time, certain agents named therein and Lehman Commercial Paper Inc., as administrative agent;

          WHEREAS, it is the intent of the parties hereto that this Agreement not constitute a novation of the obligations and liabilities existing under the Existing Credit Agreement which remain outstanding or evidence repayment of any of such obligations and liabilities and that this Agreement amend and restate in its entirety the Existing Credit Agreement and re-evidence the obligations of the Borrower outstanding thereunder;

          NOW, THEREFORE, in consideration of the premises and the agreements hereinafter set forth, the parties hereto hereby agree that on the Closing Date (as defined below) the Existing Credit Agreement shall be, and hereby is, amended and restated in its entirety as follows:

SECTION 1. DEFINITIONS

          1.1 Defined Terms . As used in this Agreement, the terms listed in this Section 1.1 shall have the respective meanings set forth in this Section 1.1.

          “ Acquisition ”: the acquisition by the Borrower of the Target pursuant to the terms of the Acquisition Agreement.

          “ Acquisition Agreement ”: the Stock Purchase Agreement, dated as of March 8, 2006 (as amended from time to time), among the Borrower, the Target and the sellers named therein.

          “ Adjustment Date ”: as defined in the Pricing Grid.

          “ Administrative Agent ”: as defined in the preamble hereto.

          “ Advance Auto Parts Factoring Arrangement ”: those certain transactions contemplated in the SunTrust (Advance Auto) Factoring Agreement or any similar or successor agreement pursuant to which the Borrower or any of its Subsidiaries factors receivables due from Advance Stores Company Incorporated or its successors or Affiliates.

          “ Affiliate ”: as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” of a Person means the power, directly or indirectly, either to (a) vote 20% or more of the securities having ordinary voting power for the election of directors (or persons performing similar functions) of such

organization costs, (e) any extraordinary, unusual or non-recurring expenses or losses (including, whether or not otherwise includable as a separate item in the statement of such Consolidated Net Income for such period, losses on sales of assets outside of the ordinary course of business), (f) any other non-cash charges, (g) payments under the Management Agreement, (h) fees and expenses incurred in connection with the closing of the Acquisition, the Senior Subordinated Notes and the Loan Documents, (i) costs and expenses incurred in connection with Customer Ramp-Ups and (j) pro forma cost synergies projected to occur during such period by the Borrower as a result of the Acquisition so long as (i) such synergies are factually supportable and are certified by the Chief Financial Officer with summary supporting calculations and (ii) the aggregate amount of such synergies during the term of the Agreement shall not exceed $2,100,000 and minus , to the extent included in the statement of such Consolidated Net Income for such period, the sum of (a) interest income (except to the extent deducted in determining Consolidated Interest Expense), (b) any extraordinary, unusual or non-recurring income or gains (including, whether or not otherwise includable as a separate item in the statement of such Consolidated Net Income for such period, gains on the sales of assets outside of the ordinary course of business) and (c) any other non-cash income, all as determined on a consolidated basis; provided that Consolidated EBITDA shall be computed without taking into account results attributable to the initial implementation of the POS Program. For purposes of determining compliance with the financial covenants set forth in Section 7.1, any equity contribution made to the Borrower by Holdings after the Original Closing Date and prior to the day that is 10 days after the day on which financial statements are required to be delivered for a fiscal quarter will, at the request of the Borrower, be deemed to increase, dollar for dollar, Consolidated EBITDA for such fiscal quarter for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter and applicable subsequent periods (any such equity contribution so included in the calculation of Consolidated EBITDA, a “ Specified Equity Contribution ”), provided that (a) Specified Equity Contributions may be made in no more than two fiscal quarters (which may be consecutive) in an amount not to exceed $10,000,000 for either such fiscal quarter and (b) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Borrower to be in compliance with the financial covenants set forth in Section 7.1. Notwithstanding the foregoing, for the fiscal quarters of the Borrower ended September 30, 2005, December 31, 2005 and March 31, 2006, Consolidated EBITDA for each such fiscal quarter shall be deemed to be the following amounts:

Fiscal Quarter Ending		Consolidated EBITDA
September 30, 2005		$	34,571,000
December 31, 2005		$	32,019,000
March 31, 2006		$	34,156,000

          “ Consolidated Interest Coverage Ratio ”: for any period, the ratio of (a) Consolidated EBITDA of the Borrower and its Subsidiaries for such period to (b) Consolidated Interest Expense of the Borrower and its Subsidiaries for such period.

          “ Consolidated Interest Expense ”: of any Person for any period, the difference of (a) total interest expense due and payable in cash in such period (including capitalized interest and interest attributable to Capital Lease Obligations) or (without duplication), with respect to the Senior Subordinated Notes, total interest expense accrued during such period, of such Person and its Subsidiaries for such period with respect to all outstanding Indebtedness of such Person and its Subsidiaries (including, without limitation, all commissions, discounts and other fees and charges owed by such Person with respect to letters of credit and bankers’ acceptance financing and, without duplication, net costs of such Person due and payable in cash in such period under Hedge Agreements in respect of

interest rates to the extent such net costs are allocable to such period in accordance with GAAP), but excluding, however, amortization of deferred financing costs to the extent otherwise included in Consolidated Interest Expense, minus (b) interest income received by such Person in cash for such period (including, without limitation, net cash income under Hedge Agreements in respect of interest rates to the extent such net income is allocable to such period in accordance with GAAP); provided , that with respect to each Subsidiary that is not a Wholly-Owned Subsidiary, (i) the amount of interest expense of such Subsidiary that shall be counted for purposes of the Consolidated Interest Expense calculation shall equal the product of (x) the Borrower’s direct and/or indirect percentage ownership of such Subsidiary and (y) the aggregate amount of interest expense of such Subsidiary as at such date, determined in accordance with GAAP, and (ii) the amount of interest income of such Subsidiary that shall be counted for purposes of the Consolidated Interest Expense calculation shall equal the product of (x) the Borrower’s direct and/or indirect percentage ownership of such Subsidiary and (y) the aggregate amount of interest income of such Subsidiary as at such date, determined in accordance with GAAP.

          “ Consolidated Leverage Ratio ”: as at the last day of any period of four consecutive fiscal quarters of the Borrower, the ratio of (a) Consolidated Total Debt on such day to (b) Consolidated EBITDA of the Borrower and its Subsidiaries for such period; provided that for purposes of calculating Consolidated EBITDA of the Borrower and its Subsidiaries for any period, (i) notwithstanding clause (a) of the definition of “Consolidated Net Income”, the Consolidated EBITDA of any Person acquired by the Borrower or its Subsidiaries during such period shall be included on a pro forma basis for such period (assuming the consummation of such acquisition and the incurrence or assumption of any Indebtedness in connection therewith occurred on the first day of such period) and (ii) the Consolidated EBITDA of any Person Disposed of by the Borrower or its Subsidiaries during such period shall be excluded for such period (assuming the consummation of such Disposition and the repayment of any Indebtedness in connection therewith occurred on the first day of such period).

          “ Consolidated Net Income ”: of any Person for any period, the consolidated net income (or loss) of such Person and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP; provided , that in calculating Consolidated Net Income of the Borrower and its consolidated Subsidiaries for any period, there shall be excluded (a) the income (or deficit) of any Person accrued prior to the date it becomes a Subsidiary of the Borrower or is merged into or consolidated with the Borrower or any of its Subsidiaries, (b) the income (or deficit) of any Person (other than a Subsidiary of the Borrower) in which the Borrower or any of its Subsidiaries has an ownership interest, except to the extent that any such income is actually received by the Borrower or such Subsidiary in the form of dividends or similar distributions and (c) the undistributed earnings of any Subsidiary of the Borrower other than any Subsidiary Guarantor to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any Contractual Obligation (other than under any Loan Document) or Requirement of Law applicable to such Subsidiary or any Organizational Document of such Subsidiary.

          “ Consolidated Senior Debt ”: all Consolidated Total Debt, including any Indebtedness associated with the sale of receivables as permitted pursuant to Section 7.5(m), other than the Senior Subordinated Notes.

          “ Consolidated Senior Leverage Ratio ”: as of any day, the ratio of (a) the excess, if any, of (i) Consolidated Senior Debt on such day over (ii) the aggregate amount of cash and Cash Equivalents held by the Borrower and its Subsidiaries on such day to (b) Consolidated EBITDA of the Borrower and its Subsidiaries for the period of four consecutive fiscal quarters most recently ended prior to such day for which the Borrower shall have delivered financial statements to the Lenders pursuant to Section 6.1.

          “ Consolidated Total Debt ”: at any date, the aggregate principal amount of all Funded Debt of the Borrower and its Subsidiaries at such date, determined on a consolidated basis in accordance with GAAP; provided , that with respect to each Subsidiary that is not a Wholly-Owned Subsidiary, the amount of Funded Debt of such Subsidiary that shall be counted for purposes of the Consolidated Total Debt calculation shall equal the product of (x) the Borrower’s direct and/or indirect percentage ownership of such Subsidiary and (y) the aggregate principal amount of Funded Debt of such Subsidiary as at such date, determined in accordance with GAAP.

          “ Consolidated Working Capital ”: at any date, the difference of (a) Consolidated Current Assets of the Borrower on such date less (b) Consolidated Current Liabilities of the Borrower on such date.

          “ Contractual Obligation ”: as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its Property is bound.

          “ Control Investment Affiliate ”: as to any Person, any other Person that (i) (a) directly or indirectly, is in control of, is controlled by, or is under common control with, such Person and (b) is organized by such Person primarily for the purpose of making or managing equity or debt investments in any other Person or (ii) is managed or advised by such Person or such Person’s Subsidiaries. For purposes of this definition, “control” of a Person means the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

          “ Customer Ramp-Ups ”: start-up costs incurred in connection with change-over inventory acquisitions, provided that (i) such charges and expenses are paid or otherwise accounted for within six months of the date the relevant change-over begins, (ii) the aggregate amount of such expenses shall not exceed $5,000,000 in any fiscal year of the Borrower and (iii) the aggregate amount of such expenses shall not exceed $20,000,000 during the term of this Agreement.

          “ Default ”: any of the events specified in Section 8, whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

          “ Derivatives Counterparty ”: as defined in Section 7.6.

          “ Disposition ”: with respect to any Property, any sale, sale and leaseback, assignment, conveyance, transfer or other disposition thereof; and the terms “ Dispose ” and “ Disposed of ” shall have correlative meanings.

          “ Dollars ” and “ $ ”: lawful currency of the United States of America.

          “ Domestic Subsidiary ”: any Subsidiary of the Borrower that (i) is organized under the laws of any jurisdiction within the United States of America and (ii) is not an Excluded Subsidiary.

          “ ECF Percentage ”: with respect to any fiscal year of the Borrower, 50%; provided , that, with respect to any fiscal year of the Borrower, the ECF Percentage shall be 25% if the Consolidated Leverage Ratio as of the last day of such fiscal year is not greater than 3.25 to 1.0; provided , further , that, with respect to any fiscal year of the Borrower, the ECF Percentage shall be 0% if the Consolidated Leverage Ratio as of the last day of such fiscal year is not greater than 2.50 to 1.0.

          “ Environmental Laws ”: any and all applicable laws, rules, orders, regulations, statutes, ordinances, codes, decrees, or other legally enforceable requirements (including, without limitation,

common law) of any international authority, foreign government, the United States, or any state, local, municipal or other governmental authority, regulating, relating to or imposing liability or standards of conduct concerning protection of the environment or of human health, or employee health and safety (in each case to the extent relating to exposure to Materials of Environmental Concern), as has been, is now, or may at any time hereafter be, in effect.

          “ Environmental Permits ”: any and all permits, licenses, approvals, registrations, exemptions and other authorizations required under any Environmental Law.

          “ ERISA ”: the Employee Retirement Income Security Act of 1974, as amended from time to time.

          “ Eurocurrency Reserve Requirements ”: for any day, the aggregate (without duplication) of the maximum rates (expressed as a decimal fraction) of reserve requirements in effect on such day (including, without limitation, basic, supplemental, marginal and emergency reserves) under any regulations of the Board or other Governmental Authority having jurisdiction with respect thereto dealing with reserve requirements prescribed for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board) maintained by a member bank of the Federal Reserve System.

          “ Eurodollar Base Rate ”: with respect to each day during each Interest Period, the rate per annum determined on the basis of the rate for deposits in Dollars for a period equal to such Interest Period commencing on the first day of such Interest Period appearing on Page 3750 of the Telerate screen as of 11:00 A.M., London time, two Business Days prior to the beginning of such Interest Period. In the event that such rate does not appear on Page 3750 of the Telerate screen (or otherwise on such screen), the “ Eurodollar Base Rate ” for purposes of this definition shall be determined by reference to such other comparable publicly available service for displaying eurodollar rates as may be selected by the Administrative Agent.

          “ Eurodollar Loans ”: Loans for which the applicable rate of interest is based upon the Eurodollar Rate.

          “ Eurodollar Rate ”: with respect to each day during each Interest Period, a rate per annum determined for such day in accordance with the following formula (rounded upward to the nearest 1/100th of 1%):

Eurodollar Base Rate

1.00 — Eurocurrency Reserve Requirements

          “ Eurodollar Tranche ”: the collective reference to Eurodollar Loans the then current Interest Periods with respect to all of which begin on the same date and end on the same later date (whether or not such Loans shall originally have been made on the same day).

          “ Event of Default ”: any of the events specified in Section 8, provided that any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

          “ Excess Cash Flow ”: for any fiscal year of the Borrower, the difference, if any, of (a) the sum, without duplication, of (i) Consolidated Net Income for such fiscal year, (ii) the amount of all non-cash charges (including depreciation and amortization) deducted in arriving at such Consolidated Net Income, (iii) the amount of the decrease, if any, in Consolidated Working Capital for such fiscal year, (iv) the aggregate net amount of non-cash loss on the Disposition of Property by the Borrower and its Subsidiaries during such fiscal year (other than sales of inventory in the ordinary course of business), to

the extent deducted in arriving at such Consolidated Net Income and (v) the net increase during such fiscal year (if any) in deferred tax accounts of the Borrower minus (b) the sum, without duplication, of (i) the amount of all non-cash credits included in arriving at such Consolidated Net Income, (ii) the aggregate amount actually paid by the Borrower and its Subsidiaries in cash during such fiscal year on account of Capital Expenditures ( minus the principal amount of Indebtedness incurred in connection with such expenditures and minus the amount of any such expenditures financed with the proceeds of any Reinvestment Deferred Amount), (iii) the aggregate amount of all prepayments of Revolving Credit Loans and Swing Line Loans during such fiscal year to the extent accompanying permanent optional reductions of the Revolving Credit Commitments, all optional prepayments of the Tranche D Term Loans during such fiscal year and, to the extent included in computing Consolidated Net Income for such period, all mandatory prepayments of the Tranche D Term Loans during such year pursuant to Section 2.12(b) and attributable to the cash gain on the relevant Asset Sale, (iv) the aggregate amount of all regularly scheduled principal payments of Funded Debt (including, without limitation, the Tranche D Term Loans) of the Borrower and its Subsidiaries made during such fiscal year (other than in respect of any revolving credit facility to the extent there is not an equivalent permanent reduction in commitments thereunder), (v) the amount of the increase, if any, in Consolidated Working Capital for such fiscal year, (vi) the aggregate net amount of non-cash gain on the Disposition of Property by the Borrower and its Subsidiaries during such fiscal year (other than sales of inventory in the ordinary course of business), to the extent included in arriving at such Consolidated Net Income, (vii) the net decrease during such fiscal year (if any) in deferred tax accounts of the Borrower, (viii) fees and expenses incurred in connection with the closing of the Acquisition, the Senior Subordinated Notes or the Loan Documents, (ix) purchase price adjustments paid in connection with the Acquisition or any Permitted Acquisition, (x) the net amount of Investments permitted to be made pursuant to Section 7.8, (xi) the aggregate amount of cash payments made during such period in respect of non-cash charges and (xii) the aggregate amount of repurchases of Senior Subordinated Notes during such fiscal year permitted pursuant to Section 7.9(a).

          “ Excess Cash Flow Application Date ”: as defined in Section 2.12(c).

          “ Excluded Subsidiaries ”: (a) any Foreign Subsidiary in respect of which either (i) the pledge of all of the Capital Stock of such Subsidiary as Collateral or (ii) the guaranteeing by such Subsidiary of the Obligations, would, in the good faith judgment of the Borrower (as of the Original Closing Date or, if later, as of the date of acquisition thereof directly or indirectly by the Borrower), result in adverse tax consequences to the Borrower, (b) any Subsidiary of a Subsidiary described in the foregoing clause (a) and (c) any Joint Venture.

          “ Existing Credit Agreement ”: as defined in the recitals hereto.

          “ Facility ”: each of (a) the Tranche D Term Loan Commitments and the Tranche D Term Loans made thereunder (the “ Tranche D Term Loan Facility ”) and (b) the Revolving Credit Commitments and the extensions of credit made thereunder (the “ Revolving Credit Facility ”).

          “ Federal Funds Effective Rate ”: for any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for the day of such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it.

          “ Foreign Cash Equivalents ”: (a) certificates of deposit or bankers acceptances of, and bank deposits with, any bank organized under the laws of any country that is a member of the European Economic Community, whose short-term commercial paper rating from S&P is at least A-1 or the

equivalent thereof or from Moody’s is at least P-1 or the equivalent thereof, in each case with maturities of not more than six months from the date of acquisition, (b) commercial paper maturing not more than one year from the date of creation thereof and, at the time of acquisition, having the highest rating obtainable from either S&P’s or Moody’s and (c) shares of any money market mutual fund that has its assets invested continuously in the types of investments referred to in clauses (a) and (b) above.

          “ Foreign Subsidiary ”: any Subsidiary of the Borrower that is not a Domestic Subsidiary.

          “ FQ1 ”, “ FQ2” , “ FQ3 ”, and “ FQ4 ”: when used with a numerical year designation, means the first, second, third or fourth fiscal quarters, respectively, of such fiscal year of the Borrower. (e.g., FQ4 2006 means the fourth fiscal quarter of the Borrower’s 2006 fiscal year, which ends December 31, 2006).

          “ Funded Debt ”: with respect to any Person, all Indebtedness of such Person of the types described in clauses (a), (c) and (e) of the definition of “Indebtedness” in this Section.

          “ Funding Office ”: the office specified from time to time by the Administrative Agent as its funding office by notice to the Borrower and the Lenders.

          “ GAAP ”: generally accepted accounting principles in the United States of America as in effect from time to time.

          “ Governmental Authority ”: any nation or government, any state or other political subdivision thereof and any other public entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

          “ Guarantee and Collateral Agreement ”: the Guarantee and Collateral Agreement, dated as of June 20, 2003, executed and delivered by the Borrower, Holdings and each Subsidiary Guarantor and substantially in the form of Exhibit A, as the same may be amended, supplemented or otherwise modified from time to time.

          “ Guarantee Obligation ”: as to any Person (the “ guaranteeing person ”), any obligation of such Person guaranteeing or intended to guarantee any Indebtedness, leases, dividends or other obligations (the “ primary obligations ”) of any other third Person (the “ primary obligor ”) in any manner, whether directly or indirectly, including, without limitation, any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any Property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase Property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided , however , that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by the Borrower in good faith.

          “ Hedge Agreements ”: all interest rate or currency swaps, caps or collar agreements, foreign exchange agreements, commodity contracts or similar arrangements entered into by the Borrower or its Subsidiaries providing for protection against fluctuations in interest rates, currency exchange rates, commodity prices or the exchange of nominal interest obligations, either generally or under specific contingencies.

          “ Holdings ”: UCI Acquisition Holdings, Inc., a Delaware corporation.

          “ Indebtedness ”: of any Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of Property or services (other than trade payables, accrued expenses and deferred compensation arrangements incurred in the ordinary course of such Person’s business and progress and advance payments received in the ordinary course of such Person’s business) which in accordance with GAAP would be shown on the liability side of the balance sheet of such Person, (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to Property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such Property), (e) all Capital Lease Obligations of such Person, (f) all obligations of such Person, contingent or otherwise, as an account party or applicant under acceptance, letter of credit or similar facilities, (g) all Guarantee Obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (f) above and (h) all obligations of the kind referred to in clauses (a) through (g) above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien on Property (including, without limitation, accounts and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation ( provided , that, if such Person has not assumed or otherwise become liable in respect of such Indebtedness, such Indebtedness shall be deemed to be in an amount equal to the lesser of the amount of such Indebtedness and the fair market value of the Property that is encumbered by such Lien as determined in good faith by such Person).

          “ Indebtedness for Borrowed Money ”: to the extent the following would be reflected on a consolidated balance sheet of the Borrower and its Subsidiaries prepared in accordance with GAAP, the principal amount of all Indebtedness of the Borrower and its Subsidiaries with respect to (i) borrowed money, evidenced by debt securities, debentures, acceptances, notes or other similar instruments, (ii) obligations under Capital Leases, (iii) reimbursement obligations for letters of credit and financial guarantees (without duplication), (other than ordinary course of business contingent reimbursement obligations) or (iv) the deferred purchase price of property or services (except for accounts payable, deferred compensation arrangements and accrued expenses and receipt of progress and advance payments related to such purchase price, in each case arising in the ordinary course of business).

          “ Indemnified Liabilities ”: as defined in Section 10.5.

          “ Indemnitee ”: as defined in Section 10.5.

          “ Insolvency ”: with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of Section 4245 of ERISA.

          “ Insolvent ”: pertaining to a condition of Insolvency.

          “ Intellectual Property ”: the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including, without limitation, copyrights, copyright licenses, patents, patent licenses,

trademarks, trademark licenses, technology, know-how and processes, and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.

          “ Interest Payment Date ”: (a) as to any Base Rate Loan, the last day of each March, June, September and December to occur while such Loan is outstanding and the final maturity date of such Loan, (b) as to any Eurodollar Loan having an Interest Period of three months or shorter, the last day of such Interest Period, (c) as to any Eurodollar Loan having an Interest Period longer than three months, each day that is three months, or a whole multiple thereof, after the first day of such Interest Period and the last day of such Interest Period and (d) as to any Loan (other than any Revolving Credit Loan that is a Base Rate Loan and any Swing Line Loan), the date of any repayment or prepayment made in respect thereof.

          “ Interest Period ”: as to any Eurodollar Loan, (a) initially, the period commencing on the borrowing or conversion date, as the case may be, with respect to such Eurodollar Loan and ending one, two, three or six or (if available to all Lenders under the relevant Facility) nine or twelve months thereafter, as selected by the Borrower in its notice of borrowing or notice of conversion, as the case may be, given with respect thereto; and (b) thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such Eurodollar Loan and ending one, two, three or six or (if available to all Lenders under the relevant Facility) nine or twelve months thereafter, as selected by the Borrower by irrevocable notice to the Administrative Agent not less than three Business Days prior to the last day of the then current Interest Period with respect thereto; provided that, all of the foregoing provisions relating to Interest Periods are subject to the following:

     (1) if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month in which event such Interest Period shall end on the immediately preceding Business Day;

     (2) any Interest Period that would otherwise extend beyond the Revolving Credit Termination Date or beyond the date final payment is due on the Tranche D Term Loans, as the case may be, shall end on the Revolving Credit Termination Date or such due date, as applicable; and

     (3) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period.

          “ Investments ”: as defined in Section 7.8.

          “ Issuing Lender ”: Bank of America, N.A., in its capacity as issuer of Letters of Credit hereunder, and any other Revolving Credit Lender from time to time designated by the Borrower as an Issuing Lender with the consent of such Revolving Credit Lender and the Administrative Agent (such consent of the Administrative Agent not to be unreasonably withheld or delayed).

          “ Joint Lead Arrangers ”: as defined in the preamble hereto.

          “ Joint Venture ”: any entity in which the Borrower or one or more Subsidiaries hold equity interests representing at least 20%, but not more than 80%, of the total outstanding equity interests of such entity.

          “ L/C Commitment ”: $25,000,000.

          “ L/C Fee Payment Date ”: the last day of each March, June, September and December (commencing with June 30, 2006) and the last day of the Revolving Credit Commitment Period.

          “ L/C Obligations ”: at any time, an amount equal to the sum of (a) the aggregate then undrawn and unexpired amount of the then outstanding Letters of Credit and (b) the aggregate amount of drawings under Letters of Credit that have not then been reimbursed by or on behalf of any Loan Party.

          “ L/C Participants ”: with respect to any Letter of Credit, the collective reference to all the Revolving Credit Lenders other than the Issuing Lender that issued such letter of Credit.

          “ Lehman Entity ”: any of Lehman Commercial Paper Inc. or any of its affiliates (including Syndicated Loan Funding Trust).

          “ Lender Addendum ”: (a) with respect to each initial Revolving Credit Lender, a Lender Addendum which was executed and delivered by such Lender on the Original Closing Date and (b) with respect to each initial Tranche D Term Lender, a Lender Addendum, substantially in the form of Exhibit I, to be executed and delivered by such Lender on the Closing Date as provided in Section 10.17.

          “ Lenders ”: as defined in the preamble hereto.

          “ Letters of Credit ”: as defined in Section 3.1(a).

          “ Lien ”: any mortgage, pledge, hypothecation, encumbrance, lien (statutory or other), or other security agreement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement, and any lease in the nature thereof having substantially the same effect as any of the foregoing).

          “ Loan ”: any loan made by any Lender pursuant to this Agreement.

          “ Loan Documents ”: this Agreement, the Security Documents, the Applications and the Notes.

          “ Loan Parties ”: the Borrower, Holdings and each Subsidiary Guarantor.

          “ Majority Facility Lenders ”: with respect to any Facility, the holders of more than 50% of the aggregate unpaid principal amount of the Tranche D Term Loans or the Total Revolving Extensions of Credit, as the case may be, outstanding under such Facility (or, in the case of the Revolving Credit Facility, prior to any termination of the Revolving Credit Commitments, the holders of more than 50% of the Total Revolving Credit Commitments).

          “ Majority Revolving Credit Facility Lenders ”: the Majority Facility Lenders in respect of the Revolving Credit Facility.

          “ Management Agreement ”: the management agreement of the Borrower with the Sponsor and/or Affiliates of the Sponsor as in effect on the Original Closing Date or as modified from time to time with the consent of the Administrative Agent.

          “ Material Adverse Effect ”: a material adverse effect on (a) on or prior to the Closing Date, the Acquisition, (b) the business, assets, property or financial condition of the Borrower and its

Subsidiaries taken as a whole or (c) the validity or enforceability of this Agreement or any of the other Loan Documents or the rights or remedies of the Agents or the Lenders hereunder or thereunder.

          “ Materials of Environmental Concern ”: any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products, polychlorinated biphenyls, urea-formaldehyde insulation, asbestos, pollutants, contaminants, radioactivity, and any other substances or forces of any kind, whether or not any such substance or force is defined as hazardous or toxic under any Environmental Law, that is regulated pursuant to or could give rise to liability under any Environmental Law.

          “ Material Subsidiary ”: any Subsidiary of Borrower that holds assets having a fair market value (as reasonably and in good faith determined by the Board of Directors of the Borrower) of $12,500,000 or more.

          “ Maximum Investment Amount ”: at any time, the sum of (a) $55,000,000 plus (b) the aggregate principal amount of Net Cash Proceeds received by the Borrower and its Subsidiaries from Dispositions of Non-Core Assets on or before such date.

          “ Mortgaged Properties ”: the real properties listed on Schedule 1.1, as to which the Administrative Agent for the benefit of the Secured Parties shall be granted a Lien pursuant to one or more Mortgages.

          “ Mortgages ”: each of the mortgages and deeds of trust made by any Loan Party in favor of, or for the benefit of, the Administrative Agent for the benefit of the Secured Parties, substantially in the form of Exhibit D (with such changes thereto as shall be advisable under the law of the jurisdiction in which such mortgage or deed of trust is to be recorded), as the same may be amended, supplemented or otherwise modified from time to time.

          “ Multiemployer Plan ”: a Plan that is a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

          “ Net Cash Proceeds ”: (a) in connection with any Asset Sale or any Recovery Event, the proceeds thereof in the form of cash and Cash Equivalents (including any such proceeds received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but only as and when received) of such Asset Sale or Recovery Event, net of attorneys’ fees, accountants’ fees, investment banking fees, amounts required to be applied to the repayment of Indebtedness secured by a Lien expressly permitted hereunder on any asset which is the subject of such Asset Sale or Recovery Event (other than any Lien pursuant to a Security Document) and other customary fees and expenses actually incurred in connection therewith and net of taxes paid or reasonably estimated to be payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements) and (b) in connection with any issuance or sale of equity securities or debt securities or instruments or the incurrence of loans, the cash proceeds received from such issuance or incurrence, net of attorneys’ fees, investment banking fees, accountants’ fees, underwriting discounts and commissions and other customary fees and expenses actually incurred in connection therewith.

          “ Non-Core Assets ”: one or more business units or segments of the Borrower or its Subsidiaries existing on the date hereof that in the aggregate have Consolidated EBITDA for the most recent fiscal year completed prior to the Closing Date of less than $20,000,000.

          “ Non-Excluded Taxes ”: as defined in Section 2.20(a).

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

          “ Note ”: any promissory note evidencing any Loan.

          “ Obligations ”: the unpaid principal of and interest on (including, without limitation, interest accruing after the maturity of the Loans and Reimbursement Obligations and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans, the Reimbursement Obligations and all other obligations and liabilities of the Borrower to the Administrative Agent or to any Lender or any Qualified Counterparty, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, in each case which may arise under, out of, or in connection with, this Agreement, any other Loan Document, the Letters of Credit, any Specified Hedge Agreement or any other document made, delivered or given in connection herewith or therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including, without limitation, all fees, charges and disbursements of counsel to the Administrative Agent or to any Lender that are required to be paid by the Borrower pursuant hereto) or otherwise; provided , that (i) obligations of the Borrower or any Subsidiary under any Specified Hedge Agreement shall be secured and guaranteed pursuant to the Security Documents only to the extent that, and for so long as, the other Obligations are so secured and guaranteed and (ii) any release of Collateral or Guarantors effected in the manner permitted by this Agreement shall not require the consent of holders of obligations under Specified Hedge Agreements.

          “ Organizational Document ”: with respect to any Person, the Certificate of Incorporation and By-Laws or other organizational or governing documents of such Person.

          “ Original Acquisition Agreement ”: the Purchase Agreement, dated as of April 25, 2003, among UIS, Inc., UIS Industries, Inc. and the Borrower.

          “ Original Closing Date ”: June 20, 2003.

          “ Other Taxes ”: any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

          “ Participant ”: as defined in Section 10.6(b).

          “ Patriot Act ”: as defined in Section 10.19.

          “ Payment Office ”: the office specified from time to time by the Administrative Agent as its payment office by notice to the Borrower and the Lenders.

          “ PBGC ”: the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor).

          “ Permitted Acquisition ”: any acquisition by the Borrower or any of its Subsidiaries of all or substantially all of the Capital Stock of (or if the remainder of such Capital Stock will be held by management, more than 80% of the Capital Stock of), or all or substantially all of the assets constituting a business unit of, any other Person so long as, with respect to any such acquisition, the following conditions are satisfied:

     (a) no Default or Event of Default shall have occurred and be continuing or would result from such acquisition;

     (b) after giving effect to such acquisition, the Borrower shall be in pro forma compliance with the financial covenants set forth in Section 7.1;

     (c) the target of such acquisition shall be in the same line of business as the Borrower and its Subsidiaries or one reasonably related thereto or a reasonable extension thereof;

     (d) in the case of the acquisition of the Common Stock of another Person, such acquisition shall not be commenced by the Borrower or its Subsidiaries unless the board of directors of the target of such acquisition shall have consented thereto; and

     (e) concurrently with the consummation of such acquisition the Borrower shall have complied with the requirements of Section 6.10 with respect thereto.

          “ Permitted Investors ”: the collective reference to the Sponsor, its Control Investment Affiliates and members of management of Holdings, the Borrower or any Subsidiary.

          “ Permitted Foreign Investment Amount ”: at the time of any determination thereof, (without duplication) (a) the sum of (i) the aggregate fair market value (as determined by the Borrower in good faith) of all assets Disposed of by Loan Parties to Excluded Subsidiaries after the Closing Date (net of the amount of any consideration received therefor), and (ii) the aggregate amount of Investments made by Loan Parties in Excluded Subsidiaries after the Closing Date (net of the amount of returns on such Investments, or if such Investment is a loan or a guarantee, less any cash payments actually received in reimbursement thereof); minus (b) (without duplication of any returns referred to in clause (a)(ii) above) any dividend received by a Loan Party from an Excluded Subsidiary.

          “ Permitted Seller Note ”: a promissory note containing subordination and other provisions reasonably acceptable to the Administrative Agent, representing Indebtedness of the Borrower or any Subsidiary incurred in connection with any acquisition permitted under Section 7.8(h) and payable to the seller in connection therewith.

          “ Person ”: an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

          “ Plan ”: at a particular time, any employee benefit plan that is covered by ERISA and in respect of which the Borrower or a Commonly Controlled Entity is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

          “ POS Program ”: AutoZone’s pay-on scan program, pursuant to which the Borrower or its Subsidiary causes inventory supplied to AutoZone to remain on the books of the Borrower or such Subsidiary until such products are scanned.

          “ Pricing Grid ”: the pricing grid attached hereto as Annex A.

          “ Pro Forma Balance Sheet ”: as defined in Section 4.1(a).

          “ Property ”: any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, including, without limitation, Capital Stock of another Person.

          “ Qualified Counterparty ”: with respect to any Specified Hedge Agreement, any counterparty thereto that, at the time such Specified Hedge Agreement was entered into, was a Lender or an affiliate of a Lender.

          “ Qualified Public Offering ”: any underwritten public offering of the common stock of the Borrower or Holdings which generates cash proceeds to the Borrower or Holdings, as applicable, of at least $50,000,000.

          “ Recovery Event ”: any settlement of or payment in respect of any property or casualty insurance claim or any condemnation proceeding relating to any asset of the Borrower or any of its Subsidiaries.

          “ Refunded Swing Line Loans ”: as defined in Section 2.7.

          “ Refunding Date ”: as defined in Section 2.7.

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

          “ Regulation H ”: Regulation H of the Board as in effect from time to time.

          “ Regulation U ”: Regulation U of the Board as in effect from time to time.

          “ Reimbursement Obligation ”: the obligation of the Borrower to reimburse each Issuing Lender pursuant to Section 3.5 for amounts drawn under Letters of Credit issued by such Issuing Lender.

          “ Reinvestment Deferred Amount ”: with respect to any Reinvestment Event, the aggregate Net Cash Proceeds received by the Borrower or any of its Subsidiaries in connection therewith that are not applied to prepay the Tranche D Term Loans or reduce the Revolving Credit Commitments pursuant to Section 2.12(b) as a result of the delivery of a Reinvestment Notice.

          “ Reinvestment Event ”: any Asset Sale or Recovery Event in respect of which the Borrower has delivered a Reinvestment Notice.

          “ Reinvestment Notice ”: a written notice executed by a Responsible Officer stating that no Event of Default under paragraph (a) of Section 8, paragraph (c) of Section 8 (with respect to the Borrower’s obligations under Section 7.1 only) or paragraph (f) of Section 8 has occurred and is continuing and that the Borrower (directly or indirectly through a Subsidiary) intends and expects to use all or a specified portion of the Net Cash Proceeds of an Asset Sale or Recovery Event to acquire assets (other than inventory (except in connection with a Recovery Event that is itself related to Inventory)) useful in its business (including, without limitation, Permitted Acquisitions).

          “ Reinvestment Prepayment Amount ”: with respect to any Reinvestment Event, the Reinvestment Deferred Amount relating thereto less any amount expended prior to the relevant Reinvestment Prepayment Date (or contractually committed on the relevant Reinvestment Prepayment Date to be expended within 90 days after such Reinvestment Prepayment Date) to acquire assets (other than inventory (except in connection with a Recovery Event that is itself related to Inventory)) useful in the business of the Borrower (directly or through a Subsidiary).

          “ Reinvestment Prepayment Date ”: with respect to any Reinvestment Event, the earlier of (a) the date occurring one year after such Reinvestment Event and (b) with respect to any portion of a Reinvestment Deferred Amount, the date on which the Borrower shall have determined not to acquire assets (other than inventory (except in connection with a Recovery Event that is itself related to Inventory)) useful in the business of the Borrower (directly or through a Subsidiary) with such portion of such Reinvestment Deferred Amount.

          “ Related Fund ”: with respect to any Lender, any fund that (x) invests in commercial loans and (y) is managed or advised by the same investment advisor as such Lender or an Affiliate of such investment advisor, or by such Lender or an Affiliate of such Lender.

          “ Reorganization ”: with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA.

          “ Reportable Event ”: any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the thirty day notice period is waived under subsections .27, .28, .29, .30, .31, .32, .34 or .35 of PBGC Reg. § 4043.

          “ Required Lenders ”: at any time, the holders of more than 50% of (a) until the Closing Date, the Commitments and Tranche C Term Loans outstanding and (b) thereafter, the sum of (i) the aggregate unpaid principal amount of the Tranche D Term Loans then outstanding and (ii) the Total Revolving Credit Commitments then in effect or, if the Revolving Credit Commitments have been terminated, the Total Revolving Extensions of Credit then outstanding.

          “ Requirement of Law ”: as to any Person, any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its Property or to which such Person or any of its Property is subject.

          “ Responsible Officer ”: with respect to financial matters, the chief executive officer, president, chief financial officer, treasurer or controller of the Borrower, and with respect to all other matters, any officer of the Borrower or other applicable Loan Party.

          “ Restricted Payments ”: as defined in Section 7.6.

          “ Revolving Credit Commitment ”: as to any Lender, the obligation of such Lender, if any, to make Revolving Credit Loans and participate in Swing Line Loans and Letters of Credit, in an aggregate principal and/or face amount not to exceed the amount set forth under the heading “Revolving Credit Commitment” opposite such Lender’s name on Schedule 1 to the Lender Addendum delivered by such Lender on the Original Closing Date, or, as the case may be, in the Assignment and Acceptance pursuant to which such Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof. The original aggregate amount of the Total Revolving Credit Commitments is $75,000,000.

          “ Revolving Credit Commitment Period ”: the period from and including the Original Closing Date to the Revolving Credit Termination Date.

          “ Revolving Credit Facility ”: as defined in the definition of “Facility” in this Section 1.1.

          “ Revolving Credit Lender ”: each Lender that has a Revolving Credit Commitment or that is the holder of Revolving Credit Loans.

          “ Revolving Credit Loans ”: as defined in Section 2.4.

          “ Revolving Credit Note ”: as defined in Section 2.8.

          “ Revolving Credit Percentage ”: as to any Revolving Credit Lender at any time, the percentage which such Lender’s Revolving Credit Commitment then constitutes of the Total Revolving Credit Commitments (or, at any time after the Revolving Credit Commitments shall have expired or terminated, the percentage which the aggregate amount of such Lender’s Revolving Extensions of Credit then outstanding constitutes the amount of the Total Revolving Extensions of Credit then outstanding).

          “ Revolving Credit Termination Date ”: June 30, 2009.

          “ Revolving Extensions of Credit ”: as to any Revolving Credit Lender at any time, an amount equal to the sum of (a) the aggregate principal amount of all Revolving Credit Loans made by such Lender then outstanding, (b) such Lender’s Revolving Credit Percentage of the L/C Obligations then outstanding and (c) such Lender’s Revolving Credit Percentage of the aggregate principal amount of Swing Line Loans then outstanding.

          “ SEC ”: the Securities and Exchange Commission (or successors thereto or an analogous Governmental Authority).

          “ Secured Parties ”: as defined in the Guarantee and Collateral Agreement.

          “ Security Documents ”: the collective reference to the Guarantee and Collateral Agreement, the Mortgages and all other security documents hereafter delivered to the Administrative Agent granting a Lien on any Property of any Person to secure the obligations and liabilities of any Loan Party under any Loan Document.

          “ Senior Subordinated Note Indenture ”: the Indenture entered into by the Borrower and certain of its Subsidiaries in connection with the issuance of the Senior Subordinated Notes, together with all material instruments and other agreements entered into by the Borrower or such Subsidiaries in connection therewith, as the same may be amended, supplemented or otherwise modified from time to time in accordance with Section 7.9.

          “ Senior Subordinated Notes ”: the subordinated notes of the Borrower issued on the Original Closing Date and any exchange notes issued in replacement thereof, in each case pursuant to the Senior Subordinated Note Indenture.

          “ Single Employer Plan ”: any Plan that is covered by Title IV of ERISA, but which is not a Multiemployer Plan.

          “ Solvent ”: with respect to any Person, as of any date of determination, (a) the amount of the “present fair saleable value” of the assets of such Person will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise”, as of such date, as such quoted terms are determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors, (b) the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the liability of such Person on its debts as such debts become absolute and matured, (c) such Person will not have, as of such date, an unreasonably small amount of capital with which to conduct its business, and (d) such Person will be able to pay its debts as they mature. For purposes of this definition, (i) “debt” means liability on a “claim”, and (ii) “claim” means any (x) right to payment, whether or not such a right is reduced to judgment, liquidated,

unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured.

          “ Specified Change of Control ”: a “Change of Control”, as defined in the Senior Subordinated Note Indenture.

          “ Specified Hedge Agreement ”: any Hedge Agreement entered into by the Borrower or any Subsidiary Guarantor and any Qualified Counterparty.

          “ Sponsor ”: TC Group L.L.C. (which operates under the trade name “The Carlyle Group”).

          “ Subsidiary ”: as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, directly or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of the Borrower.

          “ Subsidiary Guarantor ”: each Subsidiary of the Borrower other than any Excluded Subsidiary.

          “ SunTrust ”: SunTrust Bank, a Georgia banking corporation.

          “ SunTrust (Advance Auto) Factoring Agreement ”: that certain Letter of Understanding and Agreement, dated February 9, 2004, by and between ASC Industries, Inc. and SunTrust.

          “ SunTrust (Autozone) Factoring Agreement ”: that certain Supplier Agreement, dated as of November 30, 2004, by and between ASC Industries, Inc. and SunTrust.

          “ Swing Line Commitment ”: the obligation of the Swing Line Lender to make Swing Line Loans pursuant to Section 2.6 in an aggregate principal amount at any one time outstanding not to exceed $15,000,000.

          “ Swing Line Lender ”: Lehman Commercial Paper Inc., in its capacity as the lender of Swing Line Loans.

          “ Swing Line Loans ”: as defined in Section 2.6.

          “ Swing Line Note ”: as defined in Section 2.8.

          “ Swing Line Participation Amount ”: as defined in Section 2.7.

          “ Syndication Agent ”: as defined in the preamble hereto.

          “ Target ”: ACAS Acquisitions (ASC), Inc. to be renamed ASC Holdco, Inc. on or about the Closing Date.

          “ Total Revolving Credit Commitments ”: at any time, the aggregate amount of the Revolving Credit Commitments then in effect.

          “ Total Revolving Extensions of Credit ”: at any time, the aggregate amount of the Revolving Extensions of Credit of the Revolving Credit Lenders outstanding at such time.

          “ Tranche C Term Loan Lender ”: as defined in the Existing Credit Agreement.

          “ Tranche C Term Loans ”: all tranche C term loans outstanding under the Existing Credit Agreement and repaid in full or converted to Tranche D Term Loans on the Closing Date.

          “ Tranche D Term Loan ”: as defined in Section 2.1.

          “ Tranche D Term Loan Commitment ”: as to any Lender, the obligation of such Lender, if any, to make a Tranche D Term Loan to the Borrower hereunder on the Closing Date in a principal amount not to exceed the amount set forth in paragraph B or paragraph C, as applicable, of the Lender Addendum delivered by such Lender, or, as the case may be, in the Assignment and Acceptance pursuant to which such Lender became a party hereto. The original aggregate amount of the Tranche D Term Loan Commitments is $330,000,000.

          “ Tranche D Term Loan Lender ”: each Lender that has a Tranche D Term Loan Commitment or that holds a Tranche D Term Loan.

          “ Tranche D Term Loan Percentage ”: as to any Tranche D Term Lender at any time, the percentage which such Lender’s Tranche D Term Loan Commitment then constitutes of the aggregate Tranche D Term Loan Commitments (or, at any time after the Closing Date, the percentage which the aggregate principal amount of such Lender’s Tranche D Term Loans then outstanding constitutes of the aggregate principal amount of the Tranche D Term Loans then outstanding).

          “ Tranche D Term Note ”: as defined in Section 2.8.

          “ Transferee ”: as defined in Section 10.14.

          “ Type ”: as to any Loan, its nature as a Base Rate Loan or a Eurodollar Loan.

          “ Wholly Owned Subsidiary ”: as to any Person, any other Person all of the Capital Stock of which (other than directors’ qualifying shares required by law) is owned by such Person directly and/or through other Wholly Owned Subsidiaries.

          “ Wholly Owned Subsidiary Guarantor ”: any Subsidiary Guarantor that is a Wholly Owned Subsidiary of the Borrower.

          1.2 Other Definitional Provisions . (a) Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in the other Loan Documents or any certificate or other document made or delivered pursuant hereto or thereto.

          (b) As used herein and in the other Loan Documents, and any certificate or other document made or delivered pursuant hereto or thereto, accounting terms relating to the Borrower and its Subsidiaries not defined in Section 1.1 and accounting terms partly defined in Section 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP.

          (c) The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Schedule and Exhibit references are to this Agreement unless otherwise specified.

          (d) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

          (e) All calculations of financial ratios set forth in Section 7.1 and the calculation of the Consolidated Leverage Ratio for purposes of determining the Applicable Margin shall be calculated to the same number of decimal places as the relevant ratios are expressed in. For example, if the relevant ratio is to be calculated to the hundredth decimal place and the calculation of the ratio is 5.126, the ratio will be 5.12.

          (f) With respect to each Subsidiary that is not a Wholly-Owned Subsidiary, for purposes of calculating any financial covenant, any basket or threshold amount, any liability and/or any capital expenditures, the amount attributable to such Subsidiary that shall be counted for such purposes shall equal the product of (x) the Borrower’s direct and/or indirect percentage ownership of such Subsidiary and (y) the aggregate amount of the applicable item of such Subsidiary.

SECTION 2. AMOUNT AND TERMS OF COMMITMENTS

          2.1 Tranche D Term Loan Commitments . Subject to the terms and conditions hereof, the Tranche D Term Lenders severally agree to make term loans (each, a “ Tranche D Term Loan ”) to the Borrower on the Closing Date in an amount for each Tranche D Term Loan Lender not to exceed the Tranche D Term Loan Commitment of such Lender. The Tranche D Term Loans may from time to time be Eurodollar Loans or Base Rate Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.13.

          2.2 Procedure for Tranche D Term Loan Borrowing . The Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 10:00 A.M., New York City time, (a) three Business Days prior to the anticipated Closing Date, in the case of Eurodollar Loans ( provided that such notice shall contain an agreement satisfactory to the Administrative Agent that the Borrower agrees to indemnify and hold harmless each Lender from any loss or expense that such Lender actually sustains or incurs (but excluding any loss of anticipated profits) as a consequence of the Closing Date not occurring, for any reason, on the anticipated Closing Date set forth in such notice) and (b) one Business Day prior to the anticipated Closing Date, in the case of Base Rate Loans) requesting that the Tranche D Term Loan Lenders make the requested Tranche D Term Loans on the Closing Date, and specifying the amount to be borrowed. The Tranche D Term Loans initially made on the Closing Date shall initially be Base Rate Loans, but any Tranche D Term Loans that were converted from Tranche C Term Loans that were Eurodollar Loans shall continue as Eurodollar Loans with the same Interest Period as the Tranche C Term Loans so converted. Upon receipt of such notice the Administrative Agent shall promptly notify each Tranche D Term Loan Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing Date, each Tranche D Term Loan Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Tranche D Term Loan or Tranche D Term Loans to be made by such Lender; provided , however , that, at the option of each Tranche D Term Loan Lender that is a Tranche C Term Loan Lender immediately prior to giving effect to the amendment and restatement of the Existing Credit Agreement, all or a portion of the aggregate amount of Tranche C Term Loans of such Tranche D Term Loan Lender may be converted to Tranche D Term Loans and applied toward the satisfaction of the foregoing funding requirement. Subject to the immediately preceding sentence, the Administrative Agent

shall use the amounts made available to the Administrative Agent by the Tranche D Term Loan Lenders to prepay the Tranche C Term Loans outstanding and not converted as set forth above on such date.

          2.3 Repayment of Tranche D Term Loans . The Tranche D Term Loan of each Tranche D Term Loan Lender shall mature in 24 consecutive quarterly installments, commencing on September 30, 2006, each of which shall be in an amount equal to such Lender’s Tranche D Term Loan Percentage multiplied by the amount set forth below opposite such installment, as such amount may be reduced by any optional or mandatory prepayment made in accordance with the terms hereof:

Installment Date		Principal Amount
September 30, 2006		$	825,000
December 31, 2006		$	825,000
March 31, 2007		$	825,000
June 30, 2007		$	825,000
September 30, 2007		$	825,000
December 31, 2007		$	825,000
March 31, 2008		$	825,000
June 30, 2008		$	825,000
September 30, 2008		$	825,000
December 31, 2008		$	825,000
March 31, 2009		$	825,000
June 30, 2009		$	825,000
September 30, 2009		$	825,000
December 31, 2009		$	825,000
March 31, 2010		$	825,000
June 30, 2010		$	825,000
September 30, 2010		$	825,000
December 31, 2010		$	825,000
March 31, 2011		$	825,000
June 30, 2011		$	825,000
September 30, 2011		$	78,375,000
December 31, 2011		$	78,375,000
March 31, 2012		$	78,375,000
June 30, 2012		$	78,375,000

          2.4 Revolving Credit Commitments . (a) Subject to the terms and conditions hereof, the Revolving Credit Lenders severally agree to make revolving credit loans (“ Revolving Credit Loans ”) to the Borrower from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding for each Revolving Credit Lender which, when added to such Lender’s Revolving Credit Percentage of the sum of (i) the L/C Obligations then outstanding and (ii) the aggregate principal amount of the Swing Line Loans then outstanding, does not exceed the amount of such Lender’s Revolving Credit Commitment. During the Revolving Credit Commitment Period the Borrower may use the Revolving Credit Commitments by borrowing, prepaying the Revolving Credit Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Credit Loans may from time to time be Eurodollar Loans or Base Rate Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.5 and 2.13, provided that no Revolving Credit Loan shall be made as a Eurodollar Loan after the day that is one month prior to the Revolving Credit Termination Date. Any Revolving Credit Loan

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(as defined under the Existing Credit Agreement) outstanding on the Closing Date shall remain outstanding as a Revolving Credit Loan hereunder.

          (b) The Borrower shall repay all outstanding Revolving Credit Loans on the Revolving Credit Termination Date.

          2.5 Procedure for Revolving Credit Borrowing . The Borrower may borrow under the Revolving Credit Commitments on any Business Day during the Revolving Credit Commitment Period, provided that the Borrower shall deliver to the Administrative Agent a Borrowing Notice (which Borrowing Notice must be received by the Administrative Agent prior to 12:00 Noon, New York City time, (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) one Business Day prior to the requested Borrowing Date, in the case of Base Rate Loans). Each borrowing of Revolving Credit Loans under the Revolving Credit Commitments shall be in an amount equal to (x) in the case of Base Rate Loans, $250,000 or a multiple of $50,000 in excess thereof (or, if the then aggregate Available Revolving Credit Commitments are less than $250,000, such lesser amount) and (y) in the case of Eurodollar Loans, $1,000,000 or a multiple of $500,000 in excess thereof; provided , that the Swing Line Lender may request, on behalf of the Borrower, borrowings of Base Rate Loans under the Revolving Credit Commitments in other amounts pursuant to Section 2.7 and the Borrower may request borrowings of Base Rate Loans under the Revolving Credit Commitments in other amounts pursuant to Section 3.5. Upon receipt of any such Borrowing Notice from the Borrower, the Administrative Agent shall promptly notify each Revolving Credit Lender thereof. Each Revolving Credit Lender will make its Revolving Credit Percentage of the amount of each borrowing of Revolving Credit Loans available to the Administrative Agent for the account of the Borrower at the Funding Office prior to 12:00 Noon, New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent in like funds as received by the Administrative Agent.

          2.6 Swing Line Commitment . (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees that, during the Revolving Credit Commitment Period, it will make available to the Borrower in the form of swing line loans (“ Swing Line Loans ”) a portion of the credit otherwise available to the Borrower under the Revolving Credit Commitments; provided that (i) the aggregate principal amount of Swing Line Loans outstanding at any time shall not exceed the Swing Line Commitment then in effect (notwithstanding that the Swing Line Loans outstanding at any time, when aggregated with the Swing Line Lender’s other outstanding Revolving Credit Loans hereunder, may exceed the Swing Line Commitment then in effect or such Swing Line Lender’s Revolving Credit Commitment then in effect) and (ii) the Borrower shall not request, and the Swing Line Lender shall not make, any Swing Line Loan if, after giving effect to the making of such Swing Line Loan, the aggregate amount of the Available Revolving Credit Commitments would be less than zero. During the Revolving Credit Commitment Period, the Borrower may use the Swing Line Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swing Line Loans shall be Base Rate Loans only.

          (b) The Borrower shall repay all outstanding Swing Line Loans on the Revolving Credit Termination Date.

          2.7 Procedure for Swing Line Borrowing; Refunding of Swing Line Loans . (a) The Borrower may borrow under the Swing Line Commitment on any Business Day during the Revolving Credit Commitment Period, provided , the Borrower shall give the Swing Line Lender irrevocable telephonic notice confirmed promptly in writing (which telephonic notice must be received by the Swing Line Lender not later than 12:00 Noon, New York City time, on the proposed Borrowing Date), specifying (i) the amount to be borrowed and (ii) the requested Borrowing Date. Each borrowing under

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the Swing Line Commitment shall be in an amount equal to $100,000 or a whole multiple of $50,000 in excess thereof. Not later than 2:00 P.M., New York City time, on the Borrowing Date specified in the borrowing notice in respect of any Swing Line Loan, the Swing Line Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the amount of such Swing Line Loan. The Administrative Agent shall make the proceeds of such Swing Line Loan available to the Borrower on such Borrowing Date in like funds as received by the Administrative Agent.

          (b) The Swing Line Lender, at any time and from time to time in its sole and absolute discretion may, on behalf of the Borrower (which hereby irrevocably directs the Swing Line Lender to act on its behalf), on one Business Day’s notice given by the Swing Line Lender no later than 12:00 Noon, New York City time, request each Revolving Credit Lender to make, and each Revolving Credit Lender hereby agrees to make, a Revolving Credit Loan (which shall initially be a Base Rate Loan), in an amount equal to such Revolving Credit Lender’s Revolving Credit Percentage of the aggregate amount of the Swing Line Loans (the “ Refunded Swing Line Loans ”) outstanding on the date of such notice, to repay the Swing Line Lender. Each Revolving Credit Lender shall make the amount of such Revolving Credit Loan available to the Administrative Agent at the Funding Office in immediately available funds, not later than 10:00 A.M., New York City time, one Business Day after the date of such notice. The proceeds of such Revolving Credit Loans shall be made immediately available by the Administrative Agent to the Swing Line Lender for application by the Swing Line Lender to the repayment of the Refunded Swing Line Loans.

          (c) If prior to the time a Revolving Credit Loan would have otherwise been made pursuant to Section 2.7(b), one of the events described in Section 8(f) shall have occurred and be continuing with respect to the Borrower, or if for any other reason, as determined by the Swing Line Lender in its sole discretion, Revolving Credit Loans may not be made as contemplated by Section 2.7(b), each Revolving Credit Lender shall, on the date such Revolving Credit Loan was to have been made pursuant to the notice referred to in Section 2.7(b) (the “ Refunding Date ”), purchase for cash an undivided participating interest in the then outstanding Swing Line Loans by paying to the Swing Line Lender an amount (the “ Swing Line Participation Amount ”) equal to (i) such Revolving Credit Lender’s Revolving Credit Percentage times (ii) the sum of the aggregate principal amount of Swing Line Loans then outstanding which were to have been repaid with such Revolving Credit Loans.

          (d) Whenever, at any time after the Swing Line Lender has received from any Revolving Credit Lender such Lender’s Swing Line Participation Amount, the Swing Line Lender receives any payment on account of the Swing Line Loans, the Swing Line Lender will distribute to such Lender its Swing Line Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Lender’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swing Line Loans then due); provided , however , that in the event that such payment received by the Swing Line Lender is required to be returned, such Revolving Credit Lender will return to the Swing Line Lender any portion thereof previously distributed to it by the Swing Line Lender.

          (e) Each Revolving Credit Lender’s obligation to make the Loans referred to in Section 2.7(b) and to purchase participating interests pursuant to Section 2.7(c) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Revolving Credit Lender or the Borrower may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5; (iii) any adverse change in the condition (financial or otherwise)

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of the Borrower; (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other Revolving Credit Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

          2.8 Repayment of Loans; Evidence of Debt . (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate Revolving Credit Lender or Tranche D Term Loan Lender, as the case may be, (i) the then unpaid principal amount of each Revolving Credit Loan of such Revolving Credit Lender on the Revolving Credit Termination Date (or on such earlier date on which the Loans become due and payable pursuant to Section 8), (ii) the then unpaid principal amount of each Swing Line Loan of such Swing Line Lender on the Revolving Credit Termination Date (or on such earlier date on which the Loans become due and payable pursuant to Section 8) and (iii) the principal amount of each Tranche D Term Loan of such Tranche D Term Loan Lender in installments according to the amortization schedule set forth in Section 2.3 (or on such earlier date on which the Loans become due and payable pursuant to Section 8); provided that to the extent not otherwise paid in full, all principal and interest outstanding in respect of the Tranche D Term Loans shall be paid on the date of the last installment thereof. The Borrower hereby further agrees to pay interest on the unpaid principal amount of the Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.15.

          (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.

          (c) The Administrative Agent, on behalf of the Borrower, shall maintain the Register pursuant to Section 10.6(d), and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Loan made hereunder and any Note evidencing such Loan, the Type of such Loan and each Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender’s share thereof.

          (d) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.8(b) shall, to the extent permitted by applicable law, be presumptively correct, absent manifest error, as to the existence and amounts of the obligations of the Borrower therein recorded; provided , however , that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the Borrower by such Lender in accordance with the terms of this Agreement.

          (e) The Borrower agrees that, upon the request to the Administrative Agent by any Lender, the Borrower will promptly execute and deliver to such Lender a promissory note of the Borrower evidencing any Tranche D Term Loans, Revolving Credit Loans or Swing Line Loans, as the case may be, of such Lender, substantially in the forms of Exhibit G-1, G-2 or G-3, respectively (a “ Tranche D Term Note ”, “ Revolving Credit Note ” or “ Swing Line Note ”, respectively), with appropriate insertions as to date and principal amount; provided , that delivery of Notes shall not be a condition precedent to the occurrence of the Closing Date or the making of the Tranche D Term Loans on the Closing Date.

          2.9 Commitment Fees, etc . (a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender a commitment fee for the period from and including the Original Closing Date to the last day of the Revolving Credit Commitment Period,

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computed at the Commitment Fee Rate on the average daily amount of the Available Revolving Credit Commitment of such Lender during the period for which payment is made, payable quarterly in arrears on the last day of each March, June, September and December and on the Revolving Credit Termination Date, with the payment of such fees having commenced on September 30, 2003.

          (b) The Borrower agrees to pay to the Administrative Agent, the Syndication Agent and the Joint Lead Arrangers the fees in the amounts and on the dates previously agreed to in writing by the Borrower and the Administrative Agent, the Syndication Agent and the Joint Lead Arrangers (or any of them individually).

          2.10 Termination or Reduction of Revolving Credit Commitments . The Borrower shall have the right, upon not less than one Business Day’s notice to the Administrative Agent, to terminate the Revolving Credit Commitments or, from time to time, to reduce the aggregate amount of the Revolving Credit Commitments; provided that no such termination or reduction of Revolving Credit Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Credit Loans and Swing Line Loans made on the effective date thereof, the Total Revolving Extensions of Credit would exceed the Total Revolving Credit Commitments. Any such reduction shall be in an amount equal to $500,000, or a multiple of $50,000 in excess thereof, and shall reduce permanently the Revolving Credit Commitments then in effect.

          2.11 Optional Prepayments . The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty (except as otherwise provided herein), upon notice delivered to the Administrative Agent at least three Business Days prior thereto in the case of Eurodollar Loans and at least one Business Day prior thereto in the case of Base Rate Loans, which notice shall specify the date and amount of such prepayment, whether such prepayment is of Tranche D Term Loans or Revolving Credit Loans, and whether such prepayment is of Eurodollar Loans or Base Rate Loans; provided , that (i) if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.21 and (ii) no prior notice is required for the prepayment of Swing Line Loans. Any notice of prepayment given pursuant to this Section shall be irrevocable, provided , that such notice may state that it is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked if such condition is not satisfied. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Credit Loans that are Base Rate Loans and Swing Line Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Tranche D Term Loans and Revolving Credit Loans shall be in an aggregate principal amount of $500,000 or a multiple of $50,000 in excess thereof. Partial prepayments of Swing Line Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof.

          2.12 Mandatory Prepayments and Commitment Reductions . (a) Unless the Required Lenders shall otherwise agree, if (i) any Capital Stock shall be issued by Holdings or the Borrower (other than any issuance to Holdings or any of its other Subsidiaries), excluding any such Capital Stock issued by the Borrower or Holdings (A) to any Permitted Investor or (B) the proceeds of which are used within 360 days after receipt thereof by the Borrower or any Subsidiary to make Investments permitted by Section 7.8(h) or Capital Expenditures permitted by this Agreement, (provided that (x) the Borrower shall have notified the Administrative Agent in writing of such intended use not later than the ten days after the date of receipt of such proceeds and (y) any such proceeds not so used within such 360-day period shall be applied to the prepayment of the Tranche D Term Loans on the last day of such period), or (ii) any Funded Debt is incurred by the Borrower or any other Loan Party (excluding Indebtedness permitted by Section 7.2), then on the date of such issuance or incurrence, as the case may be, the Tranche D Term Loans shall be prepaid by an amount equal to the amount 50% of the Net Cash Proceeds of such issuance

of Capital Stock or 100% of the Net Cash Proceeds of such incurrence of Indebtedness, as the case may be. The provisions of this Section do not constitute a consent to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the Guarantee and Collateral Agreement, or a consent to the incurrence of any Indebtedness by the Borrower or any of its Subsidiaries.

          (b) Unless the Required Lenders shall otherwise agree, if on any date the Borrower or any other Loan Party shall receive Net Cash Proceeds from any Asset Sale (including any Disposition of any Capital Stock of any Subsidiary, whether by the issuer or the Loan Party that is the owner thereof, other than any such Disposition excluded from being an Asset Sale by the exclusions contained in the definition of “Asset Sale” in Section 1.1) or Recovery Event yielding Net Cash Proceeds in excess of $5,000,000 then, unless a Reinvestment Notice shall be delivered in respect thereof, within three Business Days after the date of receipt by such Loan Party of such Net Cash Proceeds, the Tranche D Term Loans shall be prepaid, and/or the Revolving Credit Commitments shall be reduced, by an amount equal to the amount of such Net Cash Proceeds, as set forth in Section 2.12(d); provided , that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed the sum of (x) $20,000,000 in any fiscal year of the Borrower and (y) up to $15,000,000 during the term of this Agreement of Net Cash Proceeds from the Disposition of Non-Core Assets, (ii) on each Reinvestment Prepayment Date the Tranche D Term Loans shall be prepaid, and/or the Revolving Credit Commitments shall be reduced, by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event, as set forth in Section 2.12(d), and (iii) in any event the Tranche D Term Loans shall be prepaid and/or the Revolving Credit Commitments shall be reduced, by an amount equal to any Net Cash Proceeds of any Asset Sale, Recovery Event or other Disposition of property of any Loan Party that would otherwise be required to be used to prepay the Senior Subordinated Notes, on the date such prepayment of the Senior Subordinated Notes would otherwise be required to be made, as set forth in Section 2.12(d). The provisions of this Section do not constitute a consent to the consummation of any Disposition not permitted by Section 7.5.

          (c) Unless the Required Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year ending December 31, 2004, there shall be Excess Cash Flow, then, on the relevant Excess Cash Flow Application Date, the Tranche D Term Loans shall be prepaid by an amount equal to the ECF Percentage of such Excess Cash Flow. Each such prepayment and commitment reduction shall be made on a date (an “ Excess Cash Flow Application Date ”) no later than five days after the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders.

          (d) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to Section 2.12(b) shall be applied, first , to the prepayment of the Tranche D Term Loans until the Tranche D Term Loans are repaid in full and, second , to reduce permanently the Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans and/or Swing Line Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitments as so reduced, provided that if the aggregate principal amount of Revolving Credit Loans and Swing Line Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Secured Parties on terms and conditions reasonably satisfactory to the Administrative Agent.

          2.13 Conversion and Continuation Options . (a) The Borrower may elect from time to time to convert Eurodollar Loans to Base Rate Loans by giving the Administrative Agent at least one

to Base Rate Loans under the Revolving Credit Facility plus 2%), in each case, with respect to clauses (i) and (ii) above, from the date of such non-payment until such amount is paid in full (after as well as before judgment).

          (d) Interest shall be payable in arrears on each Interest Payment Date, provided that interest accruing pursuant to paragraph (c) of this Section shall be payable from time to time on demand.

          2.16 Computation of Interest and Fees . (a) Interest, fees and commissions payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, except that, with respect to Base Rate Loans on which interest is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the Base Rate or the Eurocurrency Reserve Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate.

          (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be presumptively correct in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations used by the Administrative Agent in determining any interest rate pursuant to Section 2.15(a).

          2.17 Inability to Determine Interest Rate . If prior to the first day of any Interest Period:

          (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or

          (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period,

the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (x) any Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as Base Rate Loans, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as Base Rate Loans and (z) any outstanding Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then current Interest Period with respect thereto, to Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent (which the Administrative Agent shall do promptly after the circumstances giving rise to such event no longer exist), no further Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurodollar Loans.

          2.18 Pro Rata Treatment and Payments . (a) Each borrowing by the Borrower from the Lenders hereunder, each payment by the Borrower on account of any commitment fee or Letter of

Credit fee, and any reduction of the Commitments of the Lenders, shall be made pro rata according to the respective Tranche D Term Loan Percentages or Revolving Credit Percentages, as the case may be, of the relevant Lenders. Each payment (other than prepayments) in respect of principal or interest in respect of the Tranche D Term Loans and each payment in respect of fees payable hereunder shall be applied to the amounts of such obligations then due and owing to the Lenders pro rata according to the respective amounts then due and owing to the Lenders.

          (b) Each payment (including each prepayment) of outstanding Tranche D Term Loans shall be allocated among the Tranche D Term Loan Lenders holding such Tranche D Term Loans pro rata based on the principal amount of such Tranche D Term Loans held by such Tranche D Term Loan Lenders. Each optional prepayment in respect of the Tranche D Term Loans shall be allocated among the remaining installments thereof in accordance with the Borrower’s instructions. Each mandatory prepayment in respect of the Tranche D Term Loans shall be applied to the installments of such Tranche D Term Loans first, in direct order of the next four scheduled installments thereof to become due under Section 2.3(a) or (b), and thereafter, pro rata based on the remaining outstanding principal amount of the remaining installments. Amounts repaid or prepaid on account of the Tranche D Term Loans may not be reborrowed.

          (c) Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Revolving Credit Loans shall be made pro rata according to the respective outstanding principal amounts of the Revolving Credit Loans then held by the Revolving Credit Lenders. Each payment in respect of Reimbursement Obligations in respect of any Letter of Credit shall be made to the Issuing Lender that issued such Letters of Credit.

          (d) The application of any payment of Loans under any Facility (including optional and mandatory prepayments) shall be made, first , to Base Rate Loans under such Facility and, second , to Eurodollar Loans under such Facility. Each payment of the Loans (except in the case of Swing Line Loans and Revolving Credit Loans that are Base Rate Loans) shall be accompanied by accrued interest to the date of such payment on the amount paid.

          (e) All payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 1:00 P.M., New York City time, on the due date thereof to the Administrative Agent, for the account of the relevant Lenders, at the Payment Office, in Dollars and in immediately available funds. Any payment made by the Borrower after 1:00 P.M., New York City time, on any Business Day shall be deemed to have been on the next following Business Day. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension.

          (f) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such

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