LOAN AND SECURITY AGREEMENT

Exhibit 10.3       THE LIEN CREATED BY THIS AGREEMENT ON THE PROPERTY DESCRIBED HEREIN IS JUNIOR AND SUBORDINATE TO THE LIEN ON SUCH PROPERTY CREATED BY ANY SIMILAR INSTRUMENT NOW OR HEREAFTER GRANTED TO THE FIRST PRIORITY REPRESENTATIVE, AND ITS SUCCESSORS AND ASSIGNS, IN SUCH PROPERTY, IN ACCORDANCE WITH THE PROVISIONS OF THAT CERTAIN INTERCREDITOR AGREEMENT DATED AS OF AUGUST 4, 2009 AMONG BANK OF AMERICA, N.A., AS FIRST PRIORITY ADMINISTRATIVE AGENT AND FIRST PRIORITY COLLATERAL AGENT, CREDIT SUISSE, AS SECOND LIEN COLLATERAL AGENT, U.S. BANK NATIONAL ASSOCIATION, AS THIRD LIEN COLLATERAL AGENT AND THE LOAN PARTIES REFERRED TO THEREIN, AS AMENDED FROM TIME TO TIME.   COMMERCIAL VEHICLE GROUP, INC. as Borrower the SUBSIDIARY GUARANTORS named herein   LOAN AND SECURITY AGREEMENT Dated as of August 4, 2009 $16,800,000   CERTAIN FINANCIAL INSTITUTIONS, as Lenders, and CREDIT SUISSE, as Agent  

TABLE OF CONTENTS

LOAN AND SECURITY AGREEMENT      THIS LOAN AND SECURITY AGREEMENT is dated as of August 4, 2009 (this "Agreement"), among COMMERCIAL VEHICLE GROUP, INC., a Delaware corporation (the "Borrower"), the Subsidiary Guarantors listed on the signature pages hereto from time to time, the financial institutions party to this Agreement from time to time as lenders (collectively, the "Lenders"), and Credit Suisse, solely in its capacity as agent for the Lenders (in such capacity, the "Agent"). RECITALS      Borrower has requested that Lenders provide a term loan to Borrower, the Net Cash Proceeds of which shall be applied to pay down the amount outstanding under the Revolving Credit Facility (without permanently reducing the commitment thereunder) and to pay fees and expenses related to this Agreement and the Third Lien Notes. Lenders are willing to provide the term loan on the terms and conditions set forth in this Agreement.      NOW, THEREFORE, for valuable consideration hereby acknowledged, the parties agree as follows: ARTICLE 1
DEFINITIONS AND INCORPORATION BY REFERENCE      Section 1.01 Definitions.      "Accreted Value" means for any specified date, the amount calculated pursuant to (1), (2), or (3) for each $1,000 of principal amount of the Term Loans:           (1) if the specified date occurs on one or more of the following dates (each such date, other than the Closing Date, a "Quarterly Accrual Date") the Accreted Value will equal to the amount set forth below for such Quarterly Accrual Date:

          (2) if the specified date occurs before the first Quarterly Accrual Date, the Accreted Value will equal the sum of                (a) the Accreted Value of such Term Loans on the Closing Date set forth above and                (b) an amount equal to the product of (x) the Accreted Value for the first Quarterly Accrual Date less the Accreted Value on the Closing Date multiplied by (y) a fraction, the numerator of which is the number of days from the Closing Date to the specified date, using a 360-day year of twelve 30-day months, and the denominator of which is the number of days from the Closing Date to the first Quarterly Accrual Date, using a 360-day year of twelve 30-day months;           (3) if the specified date occurs between the two Quarterly Accrual Dates, the Accreted Value will equal to the sum of                (a) the Accreted Value for the Quarterly Accrual Date immediately preceding such specified date and                (b) an amount equal to the product of (x) the Accreted Value for the immediately following Quarterly Accrual Date less the Accreted Value for the immediately preceding Quarterly Accrual Date multiplied by (y) a fraction, the numerator of which is the number of days from the immediately preceding Quarter Accrual Date to the specified date, using a 360-day year of twelve 30-day months, the denominator of which is 90.      "Affiliate" of any specified Person means any other Person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition and the definition of "Affiliated Lender", "control" when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing. For purposes of Sections 4.04, 4.06 and 4.07 only, "Affiliate" shall also mean any beneficial owner of Capital Stock representing 10% or more of the total voting power of the Voting Stock (on a fully diluted basis) of Borrower or of rights or warrants to purchase such Capital Stock (whether or not currently exercisable) and any Person who would be an Affiliate of any such beneficial owner pursuant to the first sentence hereof.      "Affiliated Lender" means a Lender controlling or controlled by or under direct or indirect common control with another Lender.

     "Affiliate Transaction" has the meaning set forth in Section 4.07.      "After-Acquired Property" means (a) at any time the First Priority Lien Obligations or the commitments thereunder are outstanding, any property (other than the initial Collateral as of the Closing Date) of Borrower or any Subsidiary Guarantor that secures any First-Priority Lien Obligations and (b) at any time no First Priority Lien Obligations or any commitments thereunder are outstanding, "Collateral" as defined in the Bank of America Credit Agreement or Other Credit Agreement.      "Agent" has the meaning set forth in the preamble to this Agreement.      "Agent Action" has the meaning set forth in Section 7.13(b).      "Agent Indemnitees" means Agent and the Agent-Related Persons.      "Agent Professionals" means attorneys, accountants, appraisers, auditors, business valuation experts, environmental engineers or consultants, turnaround consultants, and other professionals and experts retained by Agent.      "Agent-Related Persons" means the Agent’s Affiliates and the respective directors, trustees, officers, employees, agents and advisors of the Agent and the Agent’s Affiliates.      "Agreement" means this Agreement as amended, restated, supplemented or otherwise modified from time to time.      "Applicable Law" means all laws (including common law and equitable principles), rules, regulations and governmental guidelines having the force of law and applicable to any Person, conduct, transaction, agreement or matter in question, including all applicable statutory law, local policies, and all provisions of constitutions, treaties, statutes, rules, regulations, orders, ordinance, injunction, writ award or decrees of any Governmental Authorities, in each case having the force of law.      "Approved Fund" means any Person (other than a natural person) that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in its ordinary course of activities, and is administered or managed by a Lender, an entity that administers or manages a Lender, or an Affiliate of either.      "Asset Disposition" means any sale, lease, transfer or other disposition (or series of related sales, leases, transfers or dispositions) by Borrower or any Restricted Subsidiary, including any disposition by means of a merger, consolidation or similar transaction (each referred to for the purposes of this definition as a "disposition"), of

     "Attributable Debt" in respect of a Sale/Leaseback Transaction means, as at the time of determination, the present value (discounted at the interest rate borne by the Third Lien Notes compounded semi-annually) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale/Leaseback Transaction (including any period for which such lease has been extended); provided , however , that if such Sale/Leaseback Transaction results in a Capital Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of "Capital Lease Obligation".      "Average Life" means, as of the date of determination, with respect to any Indebtedness, the quotient obtained by dividing (1) the sum of the products of the numbers of years from the date of determination to the dates of each successive scheduled principal payment of or

redemption or similar payment with respect to such Indebtedness multiplied by the amount of such payment by (2) the sum of all such payments.      "Bank of America Credit Agreement" means the Loan and Security Agreement, dated as of January 7, 2009, by and among Borrower, certain of its Subsidiaries, the lenders referred to therein, Bank of America, N.A., as agent, as the same may be amended, supplemented, amended and restated or otherwise modified from time to time.      "Bankruptcy Law" means Title 11, United States Code , or any similar Federal or state law for the relief of debtors.      "Board of Directors" means the Board of Directors of Borrower or any committee thereof duly authorized to act on behalf of such Board.      "Board of Governors" means the Board of Governors of the Federal Reserve System.      "Borrowed Money" means with respect to any Obligor, without duplication, its (a) Indebtedness that (i) arises from the lending of money by any Person to such Obligor (other than trade payables and accrued expenses in the ordinary course of business), (ii) is evidenced by notes, drafts, bonds, debentures, credit documents or similar instruments, (iii) accrues interest or is a type upon which interest charges are customarily paid (excluding trade payables owing in the ordinary course of business), or (iv) was issued or assumed as full or partial payment for Property; (b) Capital Lease Obligations; (c) reimbursement obligations with respect to letters of credit; and (d) guaranties of any Indebtedness of the foregoing types owing by another Person.      "Business Day" means each day which is not a Legal Holiday.      "Capital Lease Obligation" means an obligation that is required to be classified and accounted for as a capital lease for financial reporting purposes in accordance with GAAP, and the amount of Indebtedness represented by such obligation shall be the capitalized amount of such obligation determined in accordance with GAAP; and the maturity date thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty. For purposes of Section 4.10, a Capital Lease Obligation will be deemed to be secured by a Lien on the property being leased.      "Capital Stock" of any Person means any and all shares, interests (including partnership interests), rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any Preferred Stock, but excluding any debt securities convertible into such equity.      "CERCLA": the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 et seq .).      "Change of Control" means the occurrence of any of the following events:

     "Claims" means all liabilities, obligations, losses, damages, penalties, judgments, proceedings, interest, costs and expenses of any kind (including remedial response costs, reasonable attorneys’ fees and expenses and Extraordinary Expenses) at any time (including after Full Payment of the Obligations, termination of this Agreement, resignation or replacement of Agent, or replacement of any Lender) imposed on, incurred by or asserted against any Indemnitee in any way relating to (a) any Term Loans, Loan Documents, or the use thereof or transactions relating thereto, (b) any action taken or omitted to be taken by any Indemnitee in connection with any Loan Documents, (c) the existence or perfection of any Liens, or realization upon any Collateral, (d) the exercise of any rights or remedies under any Loan Documents or Applicable Law, and/or (e) the failure by any Obligor to perform or observe any terms of any Loan Document, in each case including all costs and expenses relating to any investigation, litigation, arbitration or other proceeding (including an Insolvency Proceeding or appellate proceedings), whether or not the applicable Indemnitee is a party thereto.

     "Closing Date" means August 4, 2009.      "Code" means the Internal Revenue Code of 1986, as amended.      "Collateral" means all Property described hereunder and in the Security Documents as security for any Obligations; provided , that , in no event shall the term "Collateral" include any Excluded Collateral.      "Consolidated Coverage Ratio" as of any date of determination means the ratio of:

     For purposes of this definition, whenever pro forma effect is to be given to an acquisition of assets, the amount of income or earnings relating thereto and the amount of Consolidated Interest Expense associated with any Indebtedness Incurred in connection therewith, the pro forma calculations shall be determined in good faith by a responsible financial or accounting Officer of Borrower (and shall include any applicable Pro Forma Cost Savings). If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Interest Rate Agreement applicable to such Indebtedness if such Interest Rate Agreement has a remaining term in excess of 12 months). If any Indebtedness is Incurred under a revolving credit facility and is being given pro forma effect, the interest on such Indebtedness shall be calculated based on the average daily balance of such Indebtedness for the four fiscal quarters subject to the pro forma calculation to the extent that such Indebtedness was Incurred solely for working capital purposes.      "Consolidated Interest Expense" means, for any period, the total interest expense of Borrower and its consolidated Restricted Subsidiaries (but excluding any loss on early extinguishment of Indebtedness), plus, to the extent not included in such total interest expense, and to the extent incurred by Borrower or its Restricted Subsidiaries, without duplication,

     "Consolidated Net Income" means, for any period, the net income of Borrower and its consolidated Subsidiaries; provided , however , that there shall not be included in such Consolidated Net Income:

in each case, for such period.      "Copyright Security Agreement" means that certain Copyright Security Agreement, dated as of the date hereof, among the Borrower, the Subsidiary Guarantors party thereto, and Credit Suisse, as Collateral Agent.      "CWA": the Clean Water Act (33 U.S.C. §§ 1251 et seq .).      "Currency Agreement" means any foreign exchange contract, currency swap agreement or other similar agreement with respect to currency values.

     "Custodian" means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law.      "Default" means any event which is, or after notice or passage of time or both would be, an Event of Default.      "Default Rate" has the meaning set forth in Section 2.06.      "Designated Non-cash Consideration" means the fair market value of non-cash consideration received by Borrower or any Restricted Subsidiary in connection with an Asset Disposition that is so designated as Designated Non-cash Consideration pursuant to an Officers’ Certificate, or, in the case of Designated Non-cash Consideration with a fair market value of $5.0 million or greater, pursuant to a resolution of the Board of Directors, in each case, setting forth the basis of such valuation.      "Disqualified Stock" means, with respect to any Person, any Capital Stock which by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder) or upon the happening of any event:

in each case on or prior to the 180th day after the Maturity Date of the Term Loans; provided , however , that any Capital Stock that would not constitute Disqualified Stock but for provisions thereof giving holders thereof the right to require such Person to purchase or redeem such Capital Stock upon the occurrence of an "asset sale" or "change of control" occurring prior to the first anniversary of the Maturity Date of the Term Loans shall not constitute Disqualified Stock if (A) the "asset sale" or "change of control" provisions applicable to such Capital Stock are not more favorable to the holders of such Capital Stock than the terms applicable to the Term Loans in Sections 4.06 and 4.09 of this Agreement and (B) any such requirement only becomes operative after compliance with such terms applicable to the Term Loans, including the prepayments of any Term Loan.      The amount of any Disqualified Stock that does not have a fixed redemption, repayment or repurchase price will be calculated in accordance with the terms of such Disqualified Stock as if such Disqualified Stock were redeemed, repaid or repurchased on any date on which the amount of such Disqualified Stock is to be determined pursuant to this Agreement; provided , however , that if such Disqualified Stock could not be required to be redeemed, repaid or repurchased at the time of such determination, the redemption, repayment or repurchase price will be the book value of such Disqualified Stock as reflected in the most recent financial statements of such Person. Borrower may designate, in an Officers’ Certificate delivered to

Agent at the time of issuance, any Preferred Stock of Borrower or any Restricted Subsidiary that would not otherwise be "Disqualified Stock" to be Disqualified Stock for all purpose under this Agreement.      "Dominion Account" means a special account established by Borrower at Bank of America or another bank acceptable to Agent (or the First Priority Representative, as applicable), over which Agent has control (as defined in the UCC) pursuant to an agreement (in form and substance reasonably satisfactory to Agent; it being understood that such agreement, as it exists as of the Closing Date, is satisfactory to Agent) from such bank establishing Agent’s control over and Lien in such account.      "EBITDA" for any period means the sum of Consolidated Net Income, plus the following to the extent deducted in calculating such Consolidated Net Income:

in each case for such period. Notwithstanding the foregoing, the provision for taxes based on the income or profits of, and the depreciation and amortization and non-cash charges of, a Restricted Subsidiary shall be added to Consolidated Net Income to compute EBITDA only to the extent (and in the same proportion, including by reason of minority interests) that the net income or loss of such Restricted Subsidiary was included in calculating Consolidated Net Income and only if a corresponding amount would be permitted at the date of determination to be dividended to Borrower by such Restricted Subsidiary without prior approval (that has not been obtained), pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to such Restricted Subsidiary or its stockholders.      "Eligible Assignee" means a Person (other than an individual) that is (a) a Lender, U.S.-based Affiliate of a Lender or Approved Fund; (b) any other Person approved by Agent in its discretion (which consent may not be unreasonably withheld or delayed) other than competitors of the Borrower or any of its Subsidiaries and other Persons identified in writing by the Borrower to the Agent on or prior to the Closing Date.

     "Enforcement Action" means any action to enforce any Obligations or Loan Documents or to realize upon any Collateral (whether by judicial action, self-help, notification of Account Debtors, exercise of setoff or recoupment, or otherwise).      "Environmental Laws": all Applicable Laws (including all programs, local policies, permits and guidance promulgated by regulatory agencies), relating to public health (with respect to exposure to hazardous substances or wastes, but excluding occupational safety and health, to the extent regulated by OSHA) or the protection or pollution of the environment, including CERCLA, RCRA and CWA, or to the conditions of the workplace, or any emission or substance capable of causing harm to any living organism or the environment.      "Environmental Notice" means a notice from any Governmental Authority or other Person of any possible noncompliance with, investigation of a possible violation of, litigation relating to, or potential fine or liability under any Environmental Law, or with respect to any Environmental Release, environmental pollution or hazardous materials, including any complaint, summons, citation, order, claim, demand or request for correction, remediation or otherwise.      "Environmental Release" means a release as defined in CERCLA or under any other Environmental Law.      "ERISA" means the Employee Retirement Income Security Act of 1974.      "ERISA Affiliate" means any trade or business (whether or not incorporated) under common control with an Obligor within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).      "ERISA Event" means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by any Obligor or ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by any Obligor or ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) any Obligor or ERISA Affiliate fails to meet any funding obligations with respect to any Pension Plan or Multiemployer Plan, or requests a minimum funding waiver; (f) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (g) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Obligor or ERISA Affiliate.      "Event of Default" has the meaning set forth in Section 6.01.      "Excess Interest" has the meaning set forth in Section 2.07.

     "Exchange Act" means the U.S. Securities Exchange Act of 1934, as amended.      "Excluded Collateral" has the meaning set forth in Section 8.01.      "Extraordinary Expenses" means all fees, costs, expenses or advances that Agent may incur during a Default or an Event of Default, or during the pendency of an Insolvency Proceeding of an Obligor, including those relating to (a) any audit, inspection, repossession, storage, repair, appraisal, insurance, manufacture, preparation or advertising for sale, sale, collection, or other preservation of or realization upon any Collateral; (b) subject to Section 11.02 , any action, arbitration or other proceeding (whether instituted by or against Agent, any Lender, any Obligor, any representative of creditors of an Obligor or any other Person) in any way relating to any Collateral (including the validity, perfection, priority or avoidability of Agent’s Liens with respect to any Collateral), Loan Documents or Obligations, including any lender liability or other Claims; (c) the exercise, protection or enforcement of any rights or remedies of Agent in, or the monitoring of, any Insolvency Proceeding; (d) settlement or satisfaction of any taxes, charges or Liens with respect to any Collateral; (e) any Enforcement Action; and (f) negotiation and documentation of any modification, waiver, workout, restructuring or forbearance with respect to any Loan Documents or Obligations. Such fees, costs, expenses and advances include transfer fees, Other Taxes, storage fees, insurance costs, permit fees, utility reservation and standby fees, legal fees, appraisal fees, brokers’ fees and commissions, auctioneers’ fees and commissions, accountants’ fees, environmental study fees, wages and salaries paid to employees of any Obligor or independent contractors in liquidating any Collateral, and travel expenses.      "Fair Saleable Value" means the amount that could be obtained for assets within a reasonable time, either through collection or through sale under ordinary selling conditions by a capable and diligent seller to an interested buyer who is willing (but under no compulsion) to purchase on a going concern basis.      "First Lien EBITDA" has the meaning of the term "EBITDA" as defined in the Bank of America Credit Agreement as in effect on the date hereof or as such term may be amended in the Bank of America Credit Agreement hereafter with the consent of the Requisite Lenders.      "First Lien Loan Documents" means the "Loan Documents" as defined in the Bank of America Credit Agreement or any similar definition in any other agreement evidencing First-Priority Lien Obligations.      "First Lien Intercreditor Agreement" means the Intercreditor Agreement, dated on or about the date hereof, by and among Borrower, the Subsidiary Guarantors party thereto from time to time, the First Priority Representative, Agent and the Third Lien Collateral Agent.      "First Priority Representative" has the meaning set forth in the First Lien Intercreditor Agreement.      "First-Priority Lien Obligations" means (i) all Indebtedness of Borrower and the Subsidiaries Incurred under Section 4.03(b)(1), (ii) all other obligations (not constituting Indebtedness) of Borrower and the Subsidiary Guarantors under an Other Credit Agreement and (iii) all other obligations of Borrower and the Subsidiary Guarantors in respect of Hedging

Obligations or obligations in respect of cash management services in connection with Indebtedness described in clause (i) or obligations described in clause (ii).      "First-Tier Foreign Subsidiary" has the meaning set forth in Section 8.01.      "Fiscal Month" means each fiscal month of Borrower and Subsidiaries for accounting and tax purposes.      "Fiscal Quarter" means each period of three Fiscal Months, commencing on the first day of a Fiscal Year.      "Fiscal Year" means the fiscal year of Borrower and Subsidiaries for accounting and tax purposes, ending on or about December 31 of each year.      "Fixed Charge Coverage Ratio" has the meaning of the term "Fixed Charge Coverage Ratio" as defined in the Bank of America Credit Agreement as in effect on the date hereof or as such term may be amended in the Bank of America Credit Agreement hereafter with the consent of the Requisite Lenders.      "FLSA" means the Fair Labor Standards Act of 1938.      "Foreign Cash Investments" means any Investment rated P-1 or A-1 or better by Moody’s or Standard & Poor’s, respectively, (i) in direct obligations issued by, or guaranteed by, the government of a country that is a member of the Organization for Economic Cooperation and Development (the "OECD") or any agency or instrumentality thereof, provided that such obligations mature within 180 days of the date of acquisition thereof, and (ii) in time deposits or negotiable certificates of deposit or money market securities issued by any commercial banking institution that is a member of an applicable central bank of a country that is a member of the OECD having surplus of at least $50.0 million in the aggregate at all times, payable on demand or maturing within 180 days of the acquisition thereof; provided , however , that such time deposits, negotiable certificates of deposit and money market securities are permitted under the Other Credit Agreement.      "Foreign Lender" has the meaning set forth in Section 2.14(c).      "Foreign Plan" means any employee benefit plan or arrangement (a) maintained or contributed to by any Obligor or Subsidiary that is not subject to the laws of the United States; or (b) mandated by a government other than the United States for employees of any Obligor or Subsidiary.      "Foreign Subsidiary" means any Restricted Subsidiary of Borrower that is not organized under the laws of the United States of America or any State thereof or the District of Columbia.      "Full Payment" means with respect to any Obligations (other than contingent obligations not then due and owing or for which no claim has been made), the full cash payment thereof, including any interest, fees and other charges accruing during an Insolvency Proceeding (whether or not allowed in the proceeding).

     "GAAP" means generally accepted accounting principles in the United States of America as in effect as of the Closing Date, including those set forth in

     "Governmental Approvals" means all authorizations, consents, approvals, licenses and exemptions of, registrations and filings with, and required reports to, all Governmental Authorities.      "Governmental Authority" means any federal, state, municipal, foreign or other governmental department, agency, commission, board, bureau, court, tribunal, instrumentality, political subdivision, local authority, council, regulatory body or other entity or officer exercising executive, legislative, judicial, regulatory or administrative functions for or pertaining to any government or court, in each case whether associated with the United States, a state, district or territory thereof, the United Kingdom, or a territory thereof or a foreign entity or government.      "Guarantee" means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness of any Person and any obligation, direct or indirect, contingent or otherwise, of such Person

provided , however , that the term "Guarantee" shall not include endorsements for collection or deposit in the ordinary course of business. The term "Guarantee" used as a verb has a corresponding meaning. The term "Guarantor" shall mean any Person Guaranteeing any obligation.

     "Hedging Obligations" of any Person means the obligations of such Person pursuant to any Interest Rate Agreement or Currency Agreement.      "Incur" means issue, assume, Guarantee, incur or otherwise become liable for; provided , however , that any Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Person at the time it becomes a Restricted Subsidiary. The term "Incurrence" when used as a noun shall have a correlative meaning. Solely for purposes of determining compliance with Section 4.03:

will not be deemed to be the Incurrence of Indebtedness.      "Indebtedness" means, with respect to any Person on any date of determination (without duplication):

Notwithstanding the foregoing, in connection with the purchase by Borrower or any Restricted Subsidiary of any business, the term "Indebtedness" will exclude post-closing payment adjustments to which the seller may become entitled to the extent such payment is determined by a final closing balance sheet or such payment depends on the performance of such business after the closing; provided , however , that, at the time of closing, the amount of any such payment is not determinable and, to the extent such payment thereafter becomes fixed and determined, the amount is paid within 30 days thereafter.      The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above; provided , however , that in the case of Indebtedness sold at a discount, the amount of such Indebtedness at any time will be the accreted value thereof at such time.      The amount of Indebtedness represented by a Hedging Obligation shall be equal to:

     "Indemnitees" means Agent Indemnitees and Lender Indemnitees.

     "Independent Qualified Party" means an investment banking firm, accounting firm or appraisal firm of national standing; provided , however , that such firm is not an Affiliate of Borrower.      "Insolvency Act" means the United Kingdom Insolvency Act 1986, or any applicable bankruptcy, insolvency or other similar law now or hereafter in effect.      "Insolvency Proceeding" means any case or proceeding commenced by or against a Person under any state, federal or foreign law for, or any agreement of such Person to, (a) the entry of an order for relief under the Bankruptcy Law, the Insolvency Act or any other insolvency, debtor relief or debt adjustment law; (b) the appointment of a receiver, trustee, liquidator, administrator, conservator or other custodian or similar officer for such Person or any part of its Property; or (c) a general assignment or trust mortgage for the benefit of creditors.      "Intellectual Property" means all intellectual and similar Property of a Person, including inventions, designs, patents, copyrights, trademarks, service marks, trade names, trade secrets, confidential or proprietary information, customer lists, know-how, design rights, software and databases; all embodiments or fixations thereof and all related documentation, applications, registrations and franchises; all licenses or other rights to use any of the foregoing; and all books and records relating to the foregoing.      "Intellectual Property Claim" means any claim or assertion (whether in writing, by suit or otherwise) that the Borrower’s or Subsidiary’s ownership, use, marketing, sale or distribution of any Inventory, Equipment, Intellectual Property or other Property violates another Person’s Intellectual Property.      "Intercreditor Agreements" means, collectively, the First Lien Intercreditor Agreement and the Second Lien Intercreditor Agreement.      "Interest Payment Date" has the meaning set forth in Section 2.05.      "Interest Rate Agreement" means any interest rate swap agreement, interest rate cap agreement or other financial agreement or arrangement designed to manage, hedge or protect against fluctuations in interest rates.      "Investment" in any Person means any direct or indirect advance, loan (other than advances to customers in the ordinary course of business that are recorded as accounts receivable on the balance sheet of the lender) or other extensions of credit (including by way of Guarantee or similar arrangement) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase or acquisition of Capital Stock, Indebtedness or other similar instruments issued by such Person. If Borrower or any Restricted Subsidiary issues, sells or otherwise disposes of any Capital Stock of a Person that is a Restricted Subsidiary such that, after giving effect thereto, such Person is no longer a Restricted Subsidiary, any Investment by Borrower or any Restricted Subsidiary in such Person remaining after giving effect thereto will be deemed to be a new Investment at such time. The acquisition by Borrower or any Restricted Subsidiary of a Person that holds an Investment in a third Person will be deemed to be an Investment by Borrower or such Restricted Subsidiary in such third Person at such time. Except as otherwise provided for

herein, the amount of an Investment shall be its fair market value at the time the Investment is made and without giving effect to subsequent changes in value.      For purposes of the definition of "Unrestricted Subsidiary", the definition of "Restricted Payment" and Section 4.04,

     "Junior Financing" means, with respect to a Person, any Indebtedness of such Person (whether outstanding on the Closing Date or thereafter Incurred) that (a) is subordinate or junior in right of payment to the Term Loans or a Subsidiary Guaranty of such Person, as the case may be, pursuant to a written agreement to that effect and/or (b) constitutes Senior Indebtedness that is unsecured or secured by a Lien that is subordinate or junior to the Lien securing the Term Loans or a Subsidiary Guaranty of such Person, as the case may be, pursuant to a written agreement to that effect.      "Legal Holiday" means a Saturday, a Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law, governmental decree or executive order to be closed.      "Lender Group" means, individually and collectively, each of the Lenders and Agent.      "Lender Indemnitees" means Lenders and their officers, directors, employees, Affiliates, agents and attorneys.      "Lender-Related Person" means, with respect to any Lender, such Lender, together with such Lender’s Affiliates, officers, directors, employees, attorneys, and agents.      "Licensor" means any Person from whom an Obligor obtains the right to use any Intellectual Property.      "Lien" means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof).

     "Lien Waiver" means an agreement, in form and substance reasonably satisfactory to Agent, by which (a) for any Collateral located on leased premises, the lessor waives or subordinates any Lien it may have on the Collateral, and agrees to permit Agent to enter upon the premises and remove the Collateral or to use the premises to store or dispose of the Collateral; (b) for any Collateral held by a warehouseman, processor, shipper, customs broker or freight forwarder, such Person waives or subordinates any Lien it may have on the Collateral, agrees to hold any Documents in its possession relating to the Collateral as agent for Agent, and agrees to deliver the Collateral to Agent promptly following request; (c) for any Collateral held by a repairman, mechanic or bailee, such Person acknowledges Agent’s Lien, waives or subordinates any Lien it may have on the Collateral, and agrees to deliver the Collateral to Agent promptly following request; and (d) for any Collateral subject to a Licensor’s Intellectual Property rights, the Licensor grants to Agent the right, vis-à-vis such Licensor, to enforce Agent’s Liens with respect to the Collateral, including the right to dispose of it with the benefit of the Intellectual Property, whether or not a default exists under any applicable License.      "Loan Documents" means this Agreement, Other Agreements and Security Documents.      "Margin Stock" has the meaning set forth in Regulation U of the Board of Governors.      "Multiemployer Plan" means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which any Obligor or ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.      "Material Adverse Effect" means the effect of any event or circumstance that, taken alone or in conjunction with other events or circumstances, (a) has or could be reasonably expected to have a material adverse effect on the business, operations, Properties or financial condition of the Obligors, taken as a whole, on the value of a material portion of the Collateral, on the enforceability of the Loan Documents, or on the validity or priority of Agent’s Liens on the Collateral; (b) materially impairs the ability of any Obligor to perform any obligations under the Loan Documents, including repayment of any Obligations; or (c) otherwise impairs the ability of Agent or any Lender to enforce or collect any Obligations or to realize upon any Collateral.      "Material Contract" means any agreement or arrangement to which an Obligor is party (other than the Loan Documents) for which breach, termination, nonperformance or failure to renew could reasonably be expected to have a Material Adverse Effect.      "Maturity Date" means, November 1, 2012.      "Maximum Rate" has the meaning set forth in Section 2.07.      "Moody’s" means Moody’s Investors Service, Inc. and any successor to its rating agency business.      "Mortgage" means each mortgage, fixed charge, deed of trust or deed to secure debt pursuant to which an Obligor grants to Agent, for the benefit of the Lender Group, a Lien upon the Real Estate owned by such Obligor, as security for the Obligations.

     "Net Available Cash" from an Asset Disposition or casualty or condemnation means cash payments received therefrom (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise and proceeds from the sale or other disposition of any securities received as consideration, but only as and when received, but excluding any other consideration received in the form of assumption by the acquiring Person of Indebtedness or other obligations relating to such properties or assets or received in any other non-cash form), in each case net of

     "Net Cash Proceeds", with respect to any issuance or sale of Capital Stock or Indebtedness, means the cash proceeds of such issuance or sale net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof.      "Note" or "Notes" means one or more of the promissory notes of Borrower substantially in the form of Exhibit A, or any combination thereof.      "Obligations" means all (a) principal of and premium on the Term Loans, (b) interest, expenses, fees and all other sums payable by Obligors under the Loan Documents, including the

fees, expenses of Agent and Agent-Related Persons, (c) obligations of Obligors under any indemnity for Claims, (d) Extraordinary Expenses, and (e) other Indebtedness, obligations and liabilities of any kind owing by Obligors pursuant to the Loan Documents, whether now existing or hereafter arising, whether or not evidenced by a note or other writing, whether or not allowed in any Insolvency Proceeding, whether or not arising from an extension of credit, acceptance, loan, guaranty, indemnification or otherwise, and whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, or joint or several.      "Obligor" means each of Borrower, Subsidiary Guarantor or any other Person that is liable for payment of any Obligations or that has granted a Lien in favor of Agent on its assets to secure any Obligations.      "Officer" means the Chairman of the Board, the President, Chief Executive Officer, Chief Financial Officer, Managing Director, any Vice President, any financial officer, the Treasurer, Controller, Director of Finance, the Secretary or any Assistant Secretary of Borrower or, if the context requires, an Obligor.      "Officers’ Certificate" means a certificate signed by an Officer.      "Organic Documents" means with respect to any Person, as applicable, its charter, certificate or articles of incorporation, bylaws, articles of organization, articles of association, memorandum, limited liability agreement, operating agreement, members agreement, shareholders agreement, partnership agreement, certificate of partnership, certificate of formation, voting trust agreement, or similar agreement or instrument governing the formation or operation of such Person.      "Original Issue Discount" has the meaning set forth in Section 2.01.      "OSHA": the Occupational Safety and Act of 1970.      "Other Agreement" means each Note, Lien Waiver, Related Real Estate Document, compliance certificate, financial statement or report delivered hereunder; or other document or agreement (other than this Agreement or a Security Document), now or hereafter delivered by an Obligor or other Person (providing that an Obligor is also party to thereto) to Agent or a Lender in connection with any transactions relating hereto.      "Other Credit Agreement" means the Bank of America Credit Agreement, together with the related documents thereto (including any term loans and revolving loans thereunder, any guarantees and security documents), as amended, extended, renewed, replaced, restated, supplemented or otherwise modified or Refinanced (in whole or in part, and without limitation as to amount, terms, conditions, covenants and other provisions and whether by the same or any other lender or group of lenders) from time to time (including by adding Subsidiaries of Borrower as additional borrower or Guarantors thereunder), or a successor credit agreement or any other credit agreement or any other agreement (excluding this Agreement) (and related documents) governing any Indebtedness (including one or more debt facilities, receivables financing facilities or commercial paper facilities or indentures with banks or other lenders or a trustee providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such

lenders against such receivables) or letters of credit or issuances of debt securities to institutional investors, or one or more Sale/Leaseback Transactions with counterparties thereto).      "Other Taxes" means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made under any Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, any Loan Document.      "Participant" has the meaning set forth in Section 10.02(a).      "Patent Security Agreement" means that certain Patent Security Agreement, dated as of the date hereof, among the Borrower, the Subsidiary Guarantors party thereto and Credit Suisse, as Collateral Agent.      "Payment Item" means each check, draft or other item of payment payable to an Obligor, including those constituting proceeds of any Collateral.      "Pledge Agreement" means each pledge agreement executed by an Obligor in favor of Agent.      "PBGC" means the Pension Benefit Guaranty Corporation.      "Pension Plan" means any employee pension benefit plan (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by any Obligor or ERISA Affiliate or to which the Obligor or ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the preceding five plan years.      "Permitted Asset Disposition" means an Asset Disposition permitted under Section 4.06.      "Permitted Investment" means an Investment by Borrower or any Restricted Subsidiary in

     "Permitted Liens" means, with respect to any Person,

Notwithstanding the foregoing, "Permitted Liens" will not include any Lien described in clause (6), (9) or (10) above to the extent such Lien applies to any Property acquired directly or indirectly from Net Available Cash pursuant to Section 2.11 . For purposes of this definition, the term "Indebtedness" shall be deemed to include interest on such Indebtedness.      "Person" means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.      "Plan" means any employee benefit plan (as such term is defined in Section 3(3) of ERISA) established by an Obligor or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, an ERISA Affiliate.      "Preferred Stock", as applied to the Capital Stock of any Person, means Capital Stock of any class or classes (however designated) which is preferred as to the payment of dividends or distributions, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of Capital Stock of any other class of such Person.      "Pro Forma Cost Savings" means cost savings that Borrower reasonably determines are probable based upon specifically identified actions to be taken within six months of the date of an acquisition (net of any reduction in EBITDA as a result of such cost savings that Borrower reasonably determines are probable); provided , however , that Borrower’s chief financial officer and chief accounting officer shall have certified in an Officers’ Certificate delivered to Agent the specific actions to be taken, the cost savings to be achieved from each such action, that such savings have been determined to be probable and the amount, if any, of any reduction in EBITDA in connection therewith. Where specifically provided by this Agreement, Borrower shall give pro forma effect to such Pro Forma Cost Savings as if they had been effected as of the beginning of the applicable period.      "Pro Rata Share" means, with respect to a Lender’s right to receive payments of interest and principal with respect to the Term Loans, the percentage obtained by dividing (i) the outstanding principal amount of the Term Loans made by or assigned to such Lender by (ii) the total outstanding principal amount of the Term Loans, in each case as the applicable percentages may be adjusted by assignments permitted pursuant to Section 10.01 . The Pro Rata Shares of each Lender as of the Closing Date are set forth on Schedule 2.01 hereto.

     "Property" means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.      "Qualified Receivables Transaction" means any transaction or series of transactions that may be entered into by Borrower or any Restricted Subsidiary pursuant to which Borrower or any Restricted Subsidiary may sell, convey or otherwise transfer to (1) a Receivables Subsidiary (in the case of a transfer by Borrower or any Restricted Subsidiary) and (2) any other Person (in the case of a transfer by a Receivables Subsidiary), or may grant a security interest in, any accounts receivable (whether now existing or arising in the future) of Borrower or any Restricted Subsidiary, and any assets related thereto, including all collateral securing such accounts receivable, all contracts and all guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets that are customarily transferred, or in respect of which security interest are customarily granted, in connection with asset securitization transactions involving accounts receivable.      "RCRA": the Resource Conservation and Recovery Act (42 U.S.C. §§  6991-6991i).      "Real Estate" means all right, title and interest (whether as owner, lessor or lessee) in any real Property or any buildings, structures, parking areas or other improvements thereon.      "Receivables Subsidiary" means any Person formed for the purpose of engaging in a Qualified Receivables Transaction with Borrower or a Restricted Subsidiary that engages in no activities other than in connection with the financing of accounts receivable and that is designated by the Board of Directors of Borrower (as provided below) as a Receivables Subsidiary and (1) has no Indebtedness or other obligations (contingent or otherwise) that (a) are guaranteed by Borrower or any Restricted Subsidiary, other than contingent liabilities pursuant to Standard Securitization Undertakings, (b) are recourse to or obligate Borrower or any Restricted Subsidiary in any way other than pursuant to Standard Securitization Undertakings or (c) subjects any property or asset of Borrower or any Restricted Subsidiary, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings; (2) has no contract, agreement, arrangement or undertaking (except in connection with a Qualified Receivables Transaction) with Borrower or its Restricted Subsidiaries other than on terms no less favorable to Borrower or such Restricted Subsidiaries than those that might be obtained at the time from Persons that are not Affiliates of Borrower, other than fees payable in the ordinary course of business in connection with servicing accounts receivable; and (3) neither Borrower nor any Restricted Subsidiary has any obligation to maintain or preserve the Receivables Subsidiary’s financial condition or cause the Receivables Subsidiary to achieve certain levels of operating results.      Any such designation by the Board of Directors of Borrower shall be evidenced to Agent by filing with Agent a certified copy of the resolution of the Board of Directors of Borrower giving effect to such designation and an Officers’ Certificate certifying, to the best of such officers’ knowledge and belief after consulting with counsel, that such designation complied with the foregoing conditions.      "Reference Date" means July 6, 2005.

     "Refinance" means, in respect of any Indebtedness, to refinance, extend, renew, refund, repay, prepay, redeem, purchase, defease or retire, or to issue other Indebtedness in exchange or replacement for, such Indebtedness. "Refinanced" and "Refinancing" shall have correlative meanings.      "Refinancing Indebtedness" means Indebtedness that Refinances any Indebtedness of Borrower or any Restricted Subsidiary existing on the Closing Date or Incurred in compliance with this Agreement, including Indebtedness that Refinances Refinancing Indebtedness; provided , however , that:

provided further , however , that Refinancing Indebtedness shall not include Indebtedness of a Subsidiary that Refinances Indebtedness of Borrower or Indebtedness of Borrower or a Restricted Subsidiary that Refinances Indebtedness of an Unrestricted Subsidiary.      "Related Business" means any business in which Borrower or any of the Restricted Subsidiaries was engaged on the Closing Date and any business related, ancillary or complementary to such business.      "Related Real Estate Documents" means with respect to any Real Estate subject to a Mortgage, the following, in form and substance satisfactory reasonably to Agent: (a) a mortgagee title policy (or binder therefor) covering Agent’s interest under the Mortgage, in a form and amount and by an insurer acceptable to Agent, which must be fully paid on such effective date; (b) such assignments of leases, estoppel letters, attornment agreements, consents, waivers and releases as Agent may request with respect to other Persons having an interest in the Real Estate; (c) a current, as-built survey of the Real Estate, containing a metes-and-bounds property description and flood plain certification, and certified by a licensed surveyor reasonably

acceptable to Agent; (d) flood insurance in an amount, with endorsements and by an insurer reasonably acceptable to Agent, if the Real Estate is within a flood plain; (e) a current appraisal of the Real Estate, prepared by an appraiser acceptable to Agent, and in form and substance satisfactory to Requisite Lenders; (f) if available, an environmental assessment, prepared by environmental engineers acceptable to Agent, and accompanied by such reports, certificates, studies or data as Agent (acting at the direction of the Requisite Lenders) may reasonably request, which shall all be in form and substance satisfactory to Requisite Lenders; and (g) an environmental agreement and such other documents, instruments or agreements as Agent (acting act the direction of the Requisite Lenders) may reasonably request with respect to any environmental risks regarding the Real Estate. In no event shall Agent have any duty, liability or obligation to review any Related Real Estate Document or to request any Related Real Estate Document (other than pursuant to a direction of the Requisite Lenders).      "Reportable Event" means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived.      "Requisite Lenders" means (i) in the event that Lenders consist solely of two groups of Affiliated Lenders, Lenders holding sixty five percent (65%) or more of the aggregate outstanding principal balance of the Term Loans, (ii) otherwise Lenders holding fifty one and 1/10 percent (50.1%) or more of the aggregate outstanding principal balance of the Term Loans.      "Restricted Payment" with respect to any Person means

     "Restricted Subsidiary" means any Subsidiary of Borrower that is not an Unrestricted Subsidiary.      "Restrictive Agreement" means an agreement (other than a Loan Document) that conditions or restricts the right of Borrower, Subsidiary or other Obligor to incur or repay Borrowed Money, to grant Liens on any assets, to declare or make Restricted Payments, to modify, extend or renew any agreement evidencing Borrowed Money, or to repay any intercompany Indebtedness.      "Revolving Credit Facility" means any revolving credit facility contained in the Other Credit Agreement and any other facility or financing arrangement that provides for revolving Indebtedness that Refinances, in whole or in part, any such revolving credit facility.      "Sale/Leaseback Transaction" means an arrangement relating to property owned by Borrower or a Restricted Subsidiary on the Closing Date or thereafter acquired by Borrower or a Restricted Subsidiary whereby Borrower or a Restricted Subsidiary transfers such property to a Person (other than Borrower or a Restricted Subsidiary) and Borrower or a Restricted Subsidiary leases it from such Person.      "SEC" means the U.S. Securities and Exchange Commission.      "Second Lien Intercreditor Agreement" the Intercreditor Agreement, dated as of the Closing Date, by and among Borrower, the Subsidiary Guarantors party thereto, Agent and the Third Lien Collateral Agent.      "Securities Act" means the U.S. Securities Act of 1933, as amended.      "Security Documents" means the provisions in Article 8 of this Agreement, pledge agreement, aircraft security agreements, guaranties, mortgages, copyright security agreements, patent security agreements, trademark security agreements, deposit account control agreements, and all other documents, instruments and agreements executed and delivered by an Obligor now or hereafter securing (or given with the intent to secure) any Obligations.      "Senior Indebtedness" means with respect to any Person:

unless, in the case of clauses (1) and (2) above, in the instrument creating or evidencing the same or pursuant to which the same is outstanding it is provided that such Indebtedness or other obligations are subordinate in right of payment to the Term Loans or the Subsidiary Guaranty of such Person, as the case may be; provided , however , that Senior Indebtedness of such Person shall not include:

     "Significant Subsidiary" means any Restricted Subsidiary that would be a "Significant Subsidiary" of Borrower within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC.      "Solvent" means as to any Person, such Person (a) owns Property whose Fair Saleable Value is greater than the amount required to pay all of its debts (including contingent, subordinated, unmatured and unliquidated liabilities); (b) owns Property whose present Fair Saleable Value is greater than the probable total liabilities (including contingent, subordinated, unmatured and unliquidated liabilities) of such Person as they become absolute and matured; (c) is able to generally pay all of its debts as they mature; (d) has capital that is not unreasonably small for its business and is sufficient to carry on its business and transactions and all business and transactions in which it is about to engage; (e) is not "insolvent" within the meaning of Section 101(32) of the Bankruptcy Code; and (f) has not incurred (by way of assumption or otherwise) any obligations or liabilities (contingent or otherwise) under any Loan Documents, or made any conveyance in connection therewith, with actual intent to hinder, delay or defraud either present or future creditors of such Person or any of its Affiliates.      "Standard & Poor’s" means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and any successor to its rating agency business.      "Standard Securitization Undertakings" means all representations, warranties, covenants and indemnities entered into by Borrower or any Restricted Subsidiary which are customary in securitization transactions involving accounts receivable.      "Subsidiary" means, with respect to any Person, any corporation, association, partnership or other business entity of which more than 50% of the total voting power of shares of Voting Stock is at the time owned or controlled, directly or indirectly, by (1) such Person, (2)

such Person and one or more Subsidiaries of such Person or (3) one or more Subsidiaries of such Person.      "Subsidiary Guarantor" means each Subsidiary of Borrower that executes this Agreement as a guarantor and each other Subsidiary of Borrower that thereafter guarantees the Term Loans pursuant to the terms of this Agreement.      "Subsidiary Guaranty" means a Guarantee by a Subsidiary Guarantor of Borrower’s Obligations under the Loan Documents.      "Taxes" means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.      "Temporary Cash Investments" means any of the following:

     "Term Loan" means a term loan made by Lenders to Borrower pursuant to Section 2.01.      "Term Loan Commitment" shall have the meaning set forth in Section 2.01.      "Other Term Loan Facility" means any term loan facility contained in an Other Credit Agreement and any other facility or financing arrangement (other than those under this Agreement) that provides for term loan borrowings that Refinances in whole or in part any such term loan facility.      "Third Lien Collateral Agent" means U.S. Bank National Association, in its capacity as trustee and collateral agent for the Third-Priority Lien Obligations.      "Third Lien Notes Indenture" means (i) the Indenture, dated August 4, 2009, by and among Borrower, certain of its Subsidiaries and U.S. Bank National Association, as Trustee and Third Lien Collateral Agent, together with the related documents thereto (including any guarantees and security documents), as the same may be amended, supplemented or otherwise modified from time to time and (ii) any renewal, extension, refunding, restructuring, replacement, or Refinancing thereof, in each case, as permitted under this Agreement.      "Third Lien Notes" means the 11%/13% Third Lien Senior Secured Notes due 2013, issued by Borrower on the Closing Date under the Third Lien Notes Indenture, in the aggregate principal amount of up to $42,124,000 million, which principal amount may be increased as a result of the payment of interest in kind pursuant to the terms thereunder and under the Third Lien Notes Indenture.      "Third Lien Note Documents" means Third Lien Notes Indenture, each Third Priority Security Document and each Third Priority Guarantee.      "Third Priority Guarantee" means any guarantee by any Obligor of any or all of the Third-Priority Lien Obligations.      "Third Priority Security Documents" means the "Security Documents" as defined in the Third Lien Notes Indenture.      "Third-Priority Lien Obligations" means (i) all Indebtedness of Borrower and the Subsidiary Guarantors Incurred under the Third Lien Notes Indenture and (ii) all other obligations (not constituting Indebtedness) of Borrower and the Subsidiary Guarantors under the Third Lien Notes Indenture and other Third Lien Note Documents.      "Total Assets" as of any date of determination means the total consolidated assets as shown on the most recent balance sheet of Borrower and its Restricted Subsidiaries on a consolidated basis.

     "Trademark Security Agreement" means that certain Trademark Security Agreement, dated as of the date hereof, among the Borrower, the Subsidiary Guarantors listed on the signature pages thereto and Credit Suisse, as Collateral Agent.      "Unfunded Pension Liability" means the excess of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to Sections 412 and 430 of the Code for the applicable plan year.      "Uniform Commercial Code" or "UCC" means the New York Uniform Commercial Code as in effect from time to time.      "Unrestricted Subsidiary" means:

The Board of Directors may designate any Subsidiary of Borrower (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Capital Stock or Indebtedness of, or holds any Lien on any property of, Borrower or any other Subsidiary of Borrower that is not a Subsidiary of the Subsidiary to be so designated; provided , however , that either (A) the Subsidiary to be so designated has total assets of $1,000 or less or (B) if such Subsidiary has assets greater than $1,000, such designation would be permitted under Section 4.04. The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided , however , that immediately after giving effect to such designation (A) after giving effect to such designation, on a pro forma basis, the Consolidated Coverage Ratio would exceed 2.00 to 1.00, and (B) no Default shall have occurred and be continuing. Any such designation by the Board of Directors shall be evidenced to Agent by promptly filing with Agent a copy of the resolution of the Board of Directors giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing provisions.      "U.S. Dollars" and $ mean lawful money of the United States.      "U.S. Dollar Equivalent" means with respect to any monetary amount in a currency other than U.S. dollars, at any time for determination thereof, the amount of U.S. dollars obtained by converting such foreign currency involved in such computation into U.S. dollars at the spot rate for the purchase of U.S. dollars with the applicable foreign currency as published in The Wall Street Journal in the "Exchange Rates" column under the heading "Currency Trading" on the date two Business Days prior to such determination.      Except as described in Section 4.03, whenever it is necessary to determine whether Borrower has complied with any covenant in this Agreement or a Default has occurred and an amount is expressed in a currency other than U.S. dollars, such amount will be treated as the U.S. Dollar Equivalent determined as of the date such amount is initially determined in such currency.

     "Voting Stock" of a Person means all classes of Capital Stock of such Person then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof.      "Warrant and Unit Agreement" means the Warrant and Unit Agreement dated as of August 4, 2009, by and among Borrower and U.S. Bank National Association as Unit Agent and Warrant Agent.      "Wholly Owned Subsidiary" means a Restricted Subsidiary all the Capital Stock of which (other than directors’ qualifying shares) is owned by Borrower or one or more other Wholly Owned Subsidiaries.      Section 1.02 Accounting Terms.      Under the Loan Documents (except as otherwise specified herein), all accounting terms shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, in accordance with GAAP applied on a basis consistent with the most recent audited financial statements of Borrower delivered to Lenders before the Closing Date, except for any change required or permitted by GAAP if Borrower’s certified public accountants concur in such change and the change is disclosed to Lenders.      If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either Borrower or the Requisite Lenders shall so request, Agent, Lenders and Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Requisite Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) Borrower shall provide to Lenders as reasonably requested hereunder a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. It is agreed that a change in GAAP contemplated above shall include the International Financial Reporting Standards, or certain of the standards contained therein, becoming the required methodology of financial reporting.      Section 1.03 Uniform Commercial Code . As used herein, the following terms are defined in accordance with the UCC in effect in the State of New York from time to time: "Chattel Paper," "Commercial Tort Claim," "Deposit Account," "Document," "Equipment," "General Intangibles," "Goods," "Instrument," "Inventory," "Investment Property," "Letter-of-Credit Right" and "Supporting Obligation."      Section 1.04 Certain Matters of Construction (1) . The terms "herein," "hereof," "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision. Any pronoun used shall be deemed to cover all genders. In the computation of periods of time from a specified date to a later specified date, "from" means "from and including," and "to" and "until" each mean "to but excluding." The terms "including" and "include" shall mean "including, without limitation" and, for purposes of each Loan Document, the parties agree that the rule of ejusdem generis shall not be applicable to limit any provision. Section titles appear as a matter of convenience only and shall not affect the

interpretation of any Loan Document. All references to (a) laws or statutes include all related rules, regulations, interpretations, amendments and successor provisions; (b) any document, instrument or agreement include any amendments, amendments and restatements, refinancings, replacements, waivers and other modifications, extensions or renewals (to the extent permitted by the Loan Documents and unless otherwise specified); (c) any section mean, unless the context otherwise requires, a section of this Agreement; (d) any exhibits or schedules mean, unless the context otherwise requires, exhibits and schedules attached hereto, which are hereby incorporated by reference; (e) any Person include successors and assigns; (f) time of day mean time of day at Agent’s notice address under Section 11.03 ; or (g) discretion of any Lender mean the sole and absolute discretion of such Person. All calculations of value, fundings of Term Loans and payments of Obligations shall be in U.S. Dollars. All references to thresholds or limits in U.S. Dollars or $ will also be deemed to include the U.S. Dollar Equivalent thereof. Unless the context otherwise requires, all determinations made from time to time under the Loan Documents shall be made in light of the circumstances existing at such time. Borrowers shall have the burden of establishing any alleged negligence, misconduct or lack of good faith by Agent or any Lender under any Loan Documents. No provision of any Loan Documents shall be construed against any party by reason of such party having, or being deemed to have, drafted the provision. Whenever the phrase "to the best of Borrower’s knowledge" or words of similar import are used in any Loan Documents, including references to "knowledge of any Obligor", it means actual knowledge of an Officer, or knowledge that an Officer would have obtained if he or she had engaged in good faith and diligent performance of his or her duties, including reasonably specific inquiries of employees or agents and a good faith attempt to ascertain the matter to which such phrase relates.      Section 1.05 Certifications. All certifications to be made hereunder by an officer or representative of an Obligor shall be made by such person in his or her capacity solely as an officer or a representative of such Obligor, on such Obligor’s behalf and not in such person’s individual capacity.      Section 1.06 Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern Standard Time (daylight or standard, as applicable). ARTICLE 2
LOAN      Section 2.01 Term Loan Commitment . Subject to the terms and conditions of this Agreement and relying upon the representations and warranties herein set forth, each Lender severally agrees to make Term Loans to the Borrower on the Closing Date by advancing to the Borrower the aggregate gross proceeds equal to 78.1% of the principal amount set forth opposite the name of such Lender on Schedule 2.01 in an aggregate maximum principal amount for all Lenders of $16,800,000 (the " Term Loan Commitment ") (prior to giving effect to the Original Issue Discount (as defined below)). The Term Loan Commitment will be terminated upon the making of such Term Loans. The Term Loans will be advanced with an original issue discount of 21.9% (the " Original Issue Discount "). For avoid of doubt, the terms "principal" or "principal amount" through this Agreement refer to the amount prior to giving effect to the Original Issue Discount. The aggregate principal balance of the Term Loans shall be repaid in full on the

Maturity Date. No amounts repaid or prepaid with respect to any Term Loan may be reborrowed.      Section 2.02 Notes . Promptly following the request of any Lender, Borrower shall execute and deliver to such Lender a Note to evidence its Term Loans, such Note to be in the principal amount of such Lender’s Pro Rata Share of the Term Loans. Whether or not any Note is issued, this Agreement is evidence of Borrower’s Obligations with respect to the Term Loans. In the event of an assignment under Section 10.01 , Borrower shall, promptly following surrender of the assigning Lender’s Notes, issue new Notes to reflect the interests of the assigning Lender and the Person to which interests are to be assigned. Each Note shall bear a legend in substantially the following form:      "THIS NOTE BEARS ORIGINAL ISSUE DISCOUNT. UPON WRITTEN REQUEST TO THE CHIEF FINANCIAL OFFICER, COMMERCIAL VEHICLE GROUP, INC., 7800 WALTON PARKWAY, NEW ALBANY, OH 43054, INFORMATION REGARDING THE AMOUNT OF ORIGINAL DISCOUNT, ISSUE DATE AND YIELD TO MATURITY WILL BE MADE AVAILABLE."      Section 2.03 Funding Authorization . The proceeds of the Term Loans made pursuant to this Agreement are to be funded by Lenders by wire transfer to the account designated by Borrower on Schedule 2.03.      Section 2.04 Interest . From the Closing Date until the Term Loans become due and are repaid in full, the Term Loans shall bear interest, payable at the fixed per annum rate of fifteen percent (15.0%) on the Term Loans on such Interest Payment Date (as defined below).      Section 2.05 Calculation of Interest . Interest on the Term Loans shall be calculated daily on the outstanding principal amount of the Term Loans on the basis of a three hundred sixty (360) day year for the actual number of days elapsed in the period during which it accrues. Interest on the Term Loans is payable in arrears on the last day of each calendar quarter ending on March 31, June 30, September 30 and December 31 (each, an " Interest Payment Date ") beginning with the calendar quarter ending September 30, 2009 and ending on the Maturity Date, whether by acceleration or otherwise. The accrued and unpaid interest on the Term Loans hereunder that is due and payable on each such Interest Payment Date shall be paid solely in cash.      Section 2.06 Defaulted Interest . At the election of Requisite Lenders, effective upon written notice to Borrower, during the continuance of an Event of Default, to the extent permitted by applicable law, any Obligations shall bear interest at a rate per annum equal to the rate of interest otherwise in effect from time to time pursuant to the terms of this Agreement plus 2.00% (the " Default Rate ").      Section 2.07 Excess Interest . (a) Notwithstanding any provision to the contrary contained in this Agreement or the other Loan Documents, Borrower shall not be required to pay, and neither Agent nor any Lender shall be permitted to collect, any amount of interest in excess of the maximum amount of interest permitted by law (" Excess Interest "). If any Excess Interest is provided for or determined by a court of competent jurisdiction to have been provided for in

this Agreement or in any of the other Loan Documents, then in such event: (1) the provisions of this Section 2.07 shall govern and control; (2) Borrower shall not be obligated to pay any Excess Interest; (3) any Excess Interest that Agent or any Lender may have received hereunder shall be, at Lenders’ option, (a) applied as a credit against the outstanding principal balance of the Obligations or accrued and unpaid interest (not to exceed the maximum amount permitted by law), (b) refunded to the payor thereof, or (c) any combination of the foregoing; and (4) the interest rate(s) provided for herein shall be automatically reduced to the maximum lawful rate allowed from time to time under applicable law (the " Maximum Rate "), and this Agreement and the other Loan Documents shall be deemed to have been and shall be, reformed and modified to reflect such reduction. Notwithstanding the foregoing, if for any period of time interest on any Obligation is calculated at the Maximum Rate rather than the applicable rate under this Agreement, and thereafter such applicable rate becomes less than the Maximum Rate, the rate of interest payable on such Obligation shall remain at the Maximum Rate until each Lender shall have received the amount of interest that such Lender would have received during such period on such Obligation had the rate of interest not been limited to the Maximum Rate during such period.      Section 2.08 Other Fees and Expenses . Borrower agrees to promptly, and in any event within five (5) Business Days following written demand (including, to the extent reasonably requested by Borrower, documentation supporting such request) therefor, pay all reasonable (i) fees, out-of-pocket costs and expenses (including reasonable attorneys’ fees and expenses and appraisal fees and expenses) incurred by Agent and any Lender in connection with any matters contemplated by or arising out of the Loan Documents, in connection with the examination, review, due diligence investigation, documentation, negotiation, closing and syndication of the transactions contemplated herein and in connection with the continued administration of the Loan Documents and the performance of Agent’s duties thereunder, including any amendments, modifications, consents and waivers, and (ii) fees, out-of-pocket costs and expenses of Agent and any Lender acting in any capacity (including, without limitation, reasonable attorneys’ fees and expenses and appraisal fees and expenses) in connection with the preservation, enforcement or protection of any of their rights and remedies under the Loan Documents or otherwise. Notwithstanding anything to the contrary provided herein, in no event shall Borrower or any Subsidiary Guarantor be responsible for any portion of costs, fees or expenses of Agent, any Lender or any Lender-Related Person to the extent that a court of competent jurisdiction finally determines to have resulted from the gross negligence or willful misconduct of Agent, such Lender or such Lender-Related Person or a Claim arising solely among Lenders or Lender-Related Persons, as the case may be. All fees, costs and expenses for which Borrower is responsible under this Section 2.08 shall be deemed part of the Obligations when incurred, payable in accordance with Section 2.09 and secured by the Collateral.      Section 2.09 Repayments . All payments by Borrower of the Obligations shall be made in US Dollars, in same day funds and delivered to the Agent, as applicable, by wire transfer to the accounts set forth on Schedule 2.09 or such other place within the United States as Agent may from time to time designate in writing:      Borrower shall receive credit on the day of receipt for funds received by a Lender or Agent, as applicable, by 1:00 p.m. (New York City time). If funds are received at or after 1:00pm (New York City time), such funds shall be deemed to have been paid on the next

Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the payment may be made on the next succeeding Business Day and such extension of time shall be included in the computation of the amount of interest and fees due hereunder. The prior two sentences notwithstanding, as long as any such payment shall have been received by the Agent on the applicable due date, no Event of Default or Default shall have been deemed to have occurred with respect to the time such payment was made. Agent shall only be obligated to transfer any amounts to the Lenders if and to the extent Agent has actually received such amounts from Borrower or any other Obligor in accordance with the terms of the Loan Documents.      Section 2.10 Voluntary Prepayments of the Term Loans . Borrower may prepay the Term Loans, in whole or in part, from time to time, upon written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of such prepayment, to the Administrative Agent before 1:00 p.m., New York City time, in the amount of the principal amount so prepaid (which amount shall not be less than $500,000) plus a prepayment premium equal to (a) 7.5% of the Accreted Value thereof if such prepayment occurs after the first anniversary of the Closing Date but on or before the second anniversary of the Closing Date, (b) 3.75% of the Accreted Value thereof if such prepayment occurs after the second anniversary of the Closing Date but on or before the third anniversary of the Closing Date, and (c) 0% of the Accreted Value thereof if such prepayment occurs after the third anniversary of the Closing Date; provided , further, that Borrower may not prepay the Term Loans, in whole or in part, pursuant to this Section 2.10 on or before the first anniversary of the Closing Date. Any such prepayment shall be accompanied by all accrued and unpaid interest on the amount prepaid.      Section 2.11 Mandatory Prepayments of the Term Loans.           (a) Within five Business Days of any Permitted Asset Disposition, Borrower shall prepay the Term Loans with the Net Available Cash of such Permitted Asset Disposition; provided , that such Net Available Cash shall not be required to be so applied on such date to the extent that such proceeds are used to acquire Property useful in the business of the Obligors within 180 days of receipt of such Net Available Cash (or a binding commitment to acquire such Property is entered into within 180 days and such reinvestment is actually made within 360 days), and to the extent the Net Available Cash exceeds $500,000, Borrower shall have delivered to Agent an Officer’s Certificate within five Business Days of such Permitted Asset Disposition stating such intent. Borrower shall prepay the Term Loans in the amount of any Net Available Cash not actually reinvested within such 180 (or 360) day period. Notwithstanding the foregoing, (i) Borrower shall prepay the Term Loans with any Net Available Cash, and shall not be permitted to reinvest such Net Available Cash at any time when any Default or Event of Default exists, and (ii) any Property acquired with such Net Available Cash shall be free of Liens, other than Permitted Liens.           (b) Within five Business Days of the receipt of any proceeds of insurance or condemnation awards paid in respect of any Equipment or Real Estate with the Net Available Cash of such award, Borrower shall prepay the Term Loans (according to the ownership of such Equipment or Real Estate); provided, that such Net Available Cash shall not be required to be so applied on such date to the extent that Borrower shall have delivered an Officer’s Certificate to Agent on or prior to such date stating

that such proceeds shall actually be used to acquire Property useful in the business of the Obligors within 180 days of receipt of such Net Available Cash (or a binding commitment to acquire such Property is entered into within 180 days and such reinvestment is actually made within 360 days), provided further, that (i) no Default or Event of Default exists, (ii) the replaced Property is free of Liens, other than Permitted Liens; and (iii) the aggregate amount of such proceeds or awards from any single casualty or condemnation does not exceed $1,000,000. Borrower shall prepay the Term Loans in the amount of any Net Available Cash not actually reinvested within such 180 (or 360) day period.           (c) Any such prepayment pursuant to this Section 2.11 shall be in the amount of the principal amount so prepaid and accompanied by all accrued and unpaid interest on the amount prepaid.           (d) On the Maturity Date, Borrower shall repay all principal amount of Term Loans (unless sooner repaid hereunder).      Section 2.12 Maturity . All of the Obligations shall become due and payable on the Maturity Date. Notwithstanding the foregoing, the Requisite Lenders shall have the right to declare the principal of and accrued but unpaid interest on all the Term Loans and the other Obligations to be due and payable immediately and without notice upon the occurrence and during the continuation of an Event of Default. Until all Obligations have been fully paid and satisfied (other than contingent obligations not then asserted), Agent shall be entitled to retain the Liens in the Collateral granted hereunder and under the Security Documents and the ability to exercise all rights and remedies available to Agent and Lenders under the Loan Documents and Applicable Laws.      Section 2.13 Loan Accounts . Agent will maintain separate loan account records for (a) the amount of each Term Loan made hereunder, (b) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder, and (c) the amount of any sum received by the Agent hereunder from the Borrower or any Subsidiary Guarantor and each Lender’s share thereof. The balance in the loan accounts pursuant to paragraphs (b) and (c) above shall be presumptive evidence of the amounts due and owing to Lenders, provided that any failure by Agent to so record shall not limit or affect Borrower’s obligation to pay. During the continuance of an Event of Default, Borrower irrevocably waives the right to direct the application of any and all payments and Borrower hereby irrevocably agrees that the Agent and each Lender shall have the continuing exclusive right to thereafter apply payments in any manner it deems appropriate.      Section 2.14 Taxes .           (a) No Deductions. Any and all payments or reimbursements made hereunder or under the Notes shall be made free and clear of and without deduction for any and all taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto of any nature whatsoever imposed by any taxing authority, excluding (a) any such taxes to the extent imposed on Agent’s or a Lender’s net income by the jurisdiction in which Agent or such Lender is organized, resident or carrying on business (including branch profits taxes), and (b) any United States federal withholding taxes that (i) would be imposed on amounts payable to a Foreign

Lender based upon the applicable withholding rate in effect at the time such Foreign Lender becomes a party to this Agreement (or designates a new lending office) or (ii) are imposed on amounts payable to a Foreign Lender as a consequence of such Foreign Lender’s failure to comply with the provisions of Section 2.14(c). If Borrower shall be required by law to deduct any such amounts from or in respect of any sum payable hereunder or under any Loan Document to any Lender or Agent , then (i) the sum payable hereunder or under any Loan Document shall be increased as may be necessary so that, after making all required withholdings and deductions (including withholdings and deductions applicable to additional sums payable under this Section 3.05 ), Agent or such Lender receives an amount equal to the sum it would have received had no such withholdings or deductions been made, (ii) Borrower shall make such deductions, and (iii) Borrower shall pay the full amount deducted to the relevant taxing or other authority in accordance with applicable law. Notwithstanding anything to the contrary provided herein, Borrower shall not be required to increase any such amounts if the increase in such amount payable results from Agent’s or any Lender’s own willful misconduct or gross negligence as finally determined by a court of competent jurisdiction.           (b) Changes in Tax Laws. In the event that, subsequent to the Closing Date, (1) any changes in any existing law, regulation, treaty or directive or in the interpretation or application thereof, (2) any new law, regulation, treaty or directive enacted or any interpretation or application thereof, or (3) compliance by Agent or any Lender with any request or directive (whether or not having the force of law) from any governmental authority, agency or instrumentality:      (1) does or shall subject Agent or any Lender to any tax of any kind whatsoever or causes the withdrawal or termination of a previously granted tax exemption with respect to this Agreement, the other Loan Documents or the Term Loans made hereunder, or change the basis of taxation of payments to Agent or such Lender of principal, fees, interest or any other amount payable hereunder (except for net income taxes or capital taxes, or franchise taxes imposed in lieu of net income taxes, imposed generally by federal, state, provincial or local taxing authorities with respect to interest or other fees payable hereunder or changes in the rate of tax on the overall net income of Agent or any such Lender); or      (2) does or shall impose on Agent or any Lender any other condition or increased cost in connection with the transactions contemplated hereby or participations herein; and the result of any of the foregoing is to increase the cost to Agent or any Lender of continuing the Term Loans hereunder, or to reduce any amount receivable hereunder, then, in any such case, Borrower shall promptly pay to Agent or such Lender, within 15 days of written demand (including documentation reasonably supporting such request), any additional amounts necessary to compensate Agent or Lender, on an after-tax basis, for such additional cost or reduced amount receivable, as determined by Agent or such Lender with respect to this Agreement or the other Loan Documents. If Agent or any Lender becomes entitled to claim any additional amounts pursuant to this Section 2.14(b) , it shall promptly notify Borrower of the event by reason of which Agent or such Lender has become so entitled. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Agent or any Lender to Borrower shall,

absent manifest error, be final, conclusive and binding for all purposes. Notwithstanding anything to the contrary contained herein, the Obligors shall not be required to compensation a Lender for any such increased costs or reduced amounts receivable suffered more than 120 days prior the date that Lender notified the Obligors of such change in law giving rise to such increased costs or reductions and of such lender’s intention to claim compensation thereof.           (c) Withholding. Each Lender organized under the laws of a jurisdiction outside the United States (a " Foreign Lender ") as to which payments to be made in US Dollars under this Agreement or under the Notes are exempt from United States withholding tax or are subject to United States withholding tax at a reduced rate under an applicable statute or tax treaty shall provide to Borrower and Agent (1) a properly completed and executed Internal Revenue Service Form W-8BEN or Form W-8ECI or other applicable form, certificate or document prescribed by the Internal Revenue Service of the United States certifying as to such Foreign Lender’s entitlement to such exemption or reduced rate of withholding with respect to payments to be made to such Foreign Lender under this Agreement and under the Notes (a " Certificate of Exemption ") or (2) a letter from any such Foreign Lender stating that it is not entitled to any such exemption or reduced rate of withholding (a " Letter of Non-Exemption "). Prior to becoming a Lender under this Agreement and within fifteen (15) days after a written request of Borrower or Agent from time to time thereafter, each Foreign Lender that becomes a Lender under this Agreement shall provide a Certificate of Exemption or a Letter of Non-Exemption to Borrower and Agent. If a Foreign Lender is entitled to an exemption with respect to US Dollar payments to be made to such Foreign Lender under this Agreement (or to a reduced rate of withholding) and does not provide a Certificate of Exemption to Borrower and Agent within the time periods set forth in the preceding paragraph, Borrower shall withhold taxes from payments to such Foreign Lender at the applicable statutory rates and Borrower shall not be required to pay any additional amounts as a result of such withholding, provided that all such withholding shall cease upon delivery by such Foreign Lender of a Certificate of Exemption to Borrower and Agent.           (d) If Agent or a Lender determines, in its sole discretion, that it has received a refund of any taxes as to which it has been indemnified by Borrower or with respect to which Borrower has paid additional amounts pursuant to this Section 2.14, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to Borrower (but only to the extent of payments made, or additional amounts paid, by the Borrower under this Section 2.14 with respect to taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such a refund); provided , that the Borrower, within 2 business days of the written request of Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges, imposed by the relevant Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or such Lender or Claim among the Lenders and/or Agent) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 2.14 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Borrower or any other Person.

          (e) Any Lender claiming any additional amounts payable pursuant to this Section 2.14 shall use its commercially reasonable efforts (consistent with its internal policies and applicable legal and regulatory requirements) to change the jurisdiction of its lending office or to take other reasonable actions if such a change or action would reduce any such additional amounts (or any similar amount that may thereafter accrue) and would not, in the sole determination of such Lender, be otherwise disadvantageous to such Lender.      Section 2.15 Liability Unconditional . Borrower hereby agrees that it is liable for the full and prompt payment (whether at Maturity Date, by acceleration or otherwise) and performance of, all Obligations owed or hereafter owing to Agent and the Lenders by Borrower. Borrower agrees that, to the extent permitted by Applicable Law, its liability shall be absolute and unconditional, irrespective of, and unaffected by,      (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Agreement, any other Loan Document or any other agreement, document or instrument to which Borrower is or may become a party;      (b) the absence of any action to enforce this Agreement or any other Loan Document or the waiver or consent by Agent or the Lenders with respect to any of the provisions thereof;      (c) the existence, value or condition of, or failure to perfect its Lien against, any security for the Obligations or any action, or the absence of any action, by Agent or any Lender in respect thereof (including the release of any such security);      (d) the insolvency of Borrower; or      (e) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than payment in full), it being agreed by Borrower that its obligations as confirmed under this Section 2.15 shall not be discharged until the payment and performance, in full, of the Obligations has occurred. To the extent permitted by Applicable Law, Borrower expressly waives all rights it may have now or in the future under any statute, or at common law, or at law or in equity, or otherwise, to compel Agent or any Lender to marshal assets or to proceed in respect of the Obligations guaranteed hereunder against any other party or against any security for the payment and performance of the Obligations before proceeding against, or as a condition to proceeding against, Borrower. It is agreed among Borrower, Agent and the Lenders that the foregoing waivers are of the essence of the transaction contemplated by this Agreement and the other Loan Documents and that, but for the provisions of this Section 2.15 and such waivers, each Lender would decline to enter into this Agreement. ARTICLE 3
REPRESENTATIONS AND WARRANTIES      Section 3.01 General Representations and Warranties . To induce Agent and Lenders to enter into this Agreement and to induce the Lenders to make available the Term Loans, each Obligor represents and warrants that:

     (a) Organization and Qualification. Each Obligor is duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization. Each Obligor is duly qualified, authorized to do business and in good standing (if applicable) as a foreign corporation or company in each jurisdiction where failure to be so qualified could reasonably be expected to have a Material Adverse Effect.      (b) Power and Authority. Each Obligor is duly authorized to execute, deliver and perform its Obligations under the Loan Documents. The execution, delivery and performance of the Loan Documents have been duly authorized by all necessary action, and do not (a) require any consent or approval of any holders of Capital Stock of any Obligor, other than those already obtained; (b) contravene the Organic Documents of any Obligor; (c) violate or cause a default under any Applicable Law, Material Contract or Restrictive Agreement except to the extent such violation or default could not reasonably be expected to result in a Material Adverse Effect; or (d) result in or require the imposition of any Lien (other than Permitted Liens) on any Property of any Obligor.      (c) Enforceability. Each Loan Document is a legal, valid and binding obligation of each Obligor party thereto, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally.      (d) Capital Structure. Schedule 3.01(d) shows, for each of Borrower and its Subsidiaries, its name, its jurisdiction of organization, its authorized and issued Capital Stock, the holders of its Capital Stock, and all agreements binding on such holders with respect to their Capital Stock as of the Closing Date. Except as disclosed on Schedule 3.01(d) , in the five years preceding the Closing Date, no Obligor has acquired any substantial assets from any other Person nor been the surviving entity in a merger or combination. Borrower has good title to its Capital Stock in its Subsidiaries, subject only to Agent’s Lien and other Permitted Liens, and all such Capital Stock is duly issued, fully paid and non-assessable to the extent applicable. Except as set forth on Schedule 3.01(d) , as of the Closing Date, there are no outstanding purchase options, warrants, subscription rights, agreements to issue or sell, convertible interests, phantom rights or powers of attorney relating to Capital Stock of any Obligor.      (e) Title to Properties; Priority of Liens. Each of Borrower and its Subsidiaries has good and marketable title to (or valid leasehold interests in) all of its material Real Estate, and good and marketable title to all of its material personal Property, including all such Property reflected in any financial statements delivered to Agent or Lenders, in each case free of Liens except Permitted Liens and minor defects in title that do not interfere with the ability of any of Borrower and its Subsidiaries to conduct its business as currently conducted or to utilize such Property for its intended purposes. Each of Borrower and its Subsidiaries has paid and discharged all lawful claims that, if unpaid, could become a Lien on its Properties, other than Permitted Liens. To the extent required by the Loan Documents, all Liens of Agent in the Collateral are duly perfected, valid and enforceable second priority Liens, subject only to Permitted Liens and minor defects in title that do not interfere with such Obligor’s ability to conduct its business as currently conducted or to utilize such Property for its intended

purposes; provided , however , that for registered United States trademarks, United States trademark applications, United States patents, United States patent applications, and registered United States copyrights, the security interest will be perfected upon filing, to the extent perfection of a security interest can be accomplished by such a filing, of the Trademark Security Agreement with the United States Patent and Trademark Office, the Patent Security Agreement with the United States Patent and Trademark Office, and the Copyright Security Agreement with the United States Copyright Office, and such perfected security interest is enforceable as such against any and all creditors of and purchasers from Obligors in the United States.      (f) Financial Statements. The consolidated balance sheets, and related statements of income, cash flow and shareholder’s equity, of Borrower and Subsidiaries that have b