WAIVER AND AMENDMENT

(ii) the execution, delivery, filing, performance and compliance with terms of the DIP Credit Agreement and the various instruments, documents and agreements to be entered into in connection therewith in form and substance satisfactory to the Administrative Agent (collectively, the “ DIP Loan Documents ”) and any orders entered into by the Bankruptcy Court in form and substance satisfactory to the Administrative Agent (the “ Orders ” and, collectively with the DIP Loan Documents, the “ DIP Documents ”) by Holdings and its Subsidiaries party to the DIP Loan Documents,

(iii) any default or acceleration of the obligations under the Indenture, dated as of March 2, 2007, among the Company, the Guarantors named thereto, and The Bank of New York as Trustee, relating to the 9% Senior Subordinated Notes due 2017 (the “ 2017 Notes ”) so long as the holders of the 2017 Notes are not permitted, by operation of Law or contract, to exercise remedies with respect to Indebtedness owing thereunder or collateral pledged in support thereof, and

(iv) the occurrence or existence of any other event, fact, change, condition or circumstance which constitutes a breach, Default or Event of Default under the Loan Documents (excluding any breach, Default or Event of Default under (A) Section 8.01(a) (Non-Payment) of the Credit Agreement as it relates to the Obligations of the Non-Debtor Obligors in respect of the Euro Term Loans; (B) Section 8.01(c) (Other Defaults) of the Credit Agreement, to the extent that such breach, Default or Event of Default has not been as a result of compliance with applicable law or compliance with or performance under the DIP Documents, and only to the extent that such occurrence or existence is determined to have arisen from a failure of Holdings or the Company to cause compliance by any of the Restricted Subsidiaries that are not Debtors with Section 6.10 (Covenant to Guarantee Obligations and Give Security), Section 6.12 (Further Assurances), Section 6.15 (Designation of Subsidiaries) or Section 6.16 (Ownership of Overseas Borrowers); or (C) Section 8.01(j) (Invalidity of Collateral  Documents) or Section 8.01(l) (Liens on Collateral) of the Credit Agreement but only to the extent that such breach, Default or Event of Default is determined to have occurred and be continuing as a result of the actions (or non-action) of the Restricted Subsidiaries that are not Debtors); provided that such breach, Default or Event of Default does not constitute an Event of Default under the DIP Documents that is continuing and has not been waived by the requisite parties under the DIP Documents (the events in clauses (i) through (iv) collectively, the “ Specified Events of Default ”);

1.   Waiver .  Subject to the terms and conditions set forth herein and notwithstanding anything in the Loan Documents to the contrary, effective until the Waiver Termination Date, the Lenders hereby waive any existing or future Default or Event of Default caused by any Specified Event of Default (which shall be deemed not to be continuing for all purposes of the Loan Documents), in each case solely in respect of the Obligations of the Non-Debtor Obligors.  For the avoidance of doubt, this Waiver and Amendment shall not affect the operation of the CAM as set forth in Section 8.06 of the Credit Agreement.

2.   DIP Consent .  Subject to the terms and conditions set forth herein, the Lenders consent to the execution, delivery and performance of, and compliance with the terms by, each Loan Party (or Subsidiary of a Loan Party) of the DIP Loan Documents and the performance of and compliance with the terms of the Orders.

3.   Amendments .  The Credit Agreement is hereby amended as follows:

(a)   by deleting in its entirety the proviso immediately following clause (d) in Section 8.02 of the Credit Agreement solely with respect to the Euro Term Loans and related Obligations;

(b)   by deleting clause (a) of the definition of “Applicable Rate” in its entirety and inserting in lieu thereof the following:

“(a) (i) with respect to U.S. Term Loans, (A) for Eurocurrency Rate Loans, 2.00% and (B) for Base Rate Loans, 1.00%, and (ii) with respect to Euro Term Loans, (A) for Eurocurrency Rate Loans, 3.50% and (B) for Base Rate Loans, 2.50%”;

(c)   by adding the following proviso to the end of the definition of “Eurocurrency Rate”:

“ provided that, in the case of the Euro Term Loans, in no event shall the Eurocurrency Rate be less than 3.50%”; and

(d)   by deleting the second paragraph of Section 8.06 of the Credit Agreement in its entirety.

4.   Conditions to Effectiveness .  This Waiver and Amendment shall become effective on the date (the “ Waiver and Amendment Effective Date ”) on which:

(a)   with respect to the waiver contained in Section 1 relating to the Bankruptcy Filings and the amendments contained in Section 3, the Administrative Agent shall have received counterparts of this Waiver duly executed by the Company and the Required Lenders; and

(b)   with respect to the waiver contained in Section 1 relating to any Specified Events of Default other than the Bankruptcy Filings, the conditions in clause (a) above shall have been satisfied, the Bankruptcy Filings shall have occurred, an Order shall have been entered into by the Bankruptcy Court approving the DIP Loan Documents and the entering into of the DIP Loan Documents, and the DIP Credit Agreement shall have become effective in accordance with its terms.

5.   Waiver Termination Events .  Notwithstanding the foregoing, the waiver in Section 1 shall immediately terminate (the date of such termination, the “ Waiver Termination Date ”) upon the occurrence of any of the following events (each a “ Waiver Termination Event ”):

(a)   the DIP Credit Agreement is not entered into within 20 days of the date hereof;

(b)   the occurrence of the “Termination Date” as defined in the DIP Credit Agreement, as the same may be renewed or extended from time to time in accordance with its terms;

(c)   the obligations under the DIP Credit Agreement shall have been accelerated and shall have become due and payable prior to the stated maturity date (as extended, if applicable); or

(d)   the occurrence and the continuation of an Event of Default as defined in the DIP Credit Agreement to the extent, and only to the extent, that the Required Lenders have notified the Company in writing of their determination to terminate such waiver (it being understood that the Required Lenders may make such determination in their sole discretion);

6.   Going Concern Statement . Without assuming any liability or assuming any obligation with respect to the German Borrower, Holdings or any Subsidiary of Holdings, the Administrative Agent and the Lenders, as of the date hereof and based on the information available to them, are approving this Waiver and Amendment on the belief that it is in the best interest of all parties hereto that a restructuring solution for Holdings and its Subsidiaries be reached that would enable the German Borrower to continue as a going concern.  For the avoidance of doubt, this statement does not affect any of the rights of the Administrative Agent and the Lenders under the Credit Agreement as amended by this Waiver and Amendment.

7.   Representation and Warranties .  After giving effect to the waivers and amendments contained herein, on the Waiver and Amendment Effective Date, each of Holdings and the Company hereby confirms that the representations and warranties set forth in Section 5 of the Credit Agreement are true and correct in all material respects on and as of the Waiver and Amendment Effective Date with the same effect as though made on and as of the Waiver and Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties were true and correct in all material respects as of such earlier date).

8.   Continuing Effect; No Other Waivers or Amendments .   This Waiver and Amendment shall not constitute an amendment or waiver of or consent to any provision of the Credit Agreement or the other Loan Documents except as expressly stated herein and shall not be construed as an amendment, waiver or consent to any action on the part of the Loan Parties or their respective Subsidiaries that would require an amendment or waiver of any Loan Document or the consent of the Administrative Agent or the Lenders except as expressly stated herein. Except as expressly waived or amended hereby, the provisions of the Credit Agreement and the other Loan Documents are and shall remain in full force and effect in accordance with their terms.

9.   Counterparts .  This Waiver and Amendment may be executed in any number of separate counterparts by the parties hereto (including by telecopy or via electronic mail), each of which counterparts when so executed shall be an original, but all the counterparts shall together constitute one and the same instrument.

10.   Payment of Fees and Expenses .  The Loan Parties agree to pay or reimburse the Administrative Agent for all of its reasonable out-of-pocket costs and reasonable expenses incurred in connection with this Waiver and Amendment, any other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the reasonable fees, charges and disbursements of counsel to the Administrative Agent.

11.   GOVERNING LAW .  THIS WAIVER AND AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS WAIVER AND AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.