EXHIBIT 10.1
	 

	 
		Conformed Copy
	 

	 
		SECOND AMENDMENT TO CREDIT
		AGREEMENT
	 

	 
		SECOND AMENDMENT TO CREDIT AGREEMENT (this
		“Second Amendment”), dated as of July 26, 2007, among
		COOPER-STANDARD HOLDINGS INC., a Delaware corporation (f/k/a CSA Acquisition
		Corp.) (“Holdings”), COOPER-STANDARD AUTOMOTIVE INC., an Ohio
		corporation (the “U.S.
		Borrower”), COOPER-STANDARD
		AUTOMOTIVE CANADA LIMITED, a corporation organized under the laws of Ontario
		(the “Canadian
		Borrower”), STEFFENS BEHEER BV, a
		company incorporated under the laws of The Netherlands (the
		“Dutch Borrower”), various Lenders party to the Credit Agreement
		referred to below, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative
		Agent (in such capacity, the “Administrative Agent”) and DEUTSCHE BANK TRUST COMPANY AMERICAS, as
		Collateral Agent under the Security Documents (in such capacity, the
		“Collateral Agent”). Unless otherwise defined herein, all
		capitalized terms used herein and defined in the Credit Agreement referred to
		below are used herein as therein defined.
	 

	 
		WITNESSETH :
	 

	 
		WHEREAS, Holdings, the U.S. Borrower, the
		Canadian Borrower, various Lenders, the Administrative Agent and certain other
		Agents have entered into a Credit Agreement, dated as of
		December 23, 2004 (as amended, modified and/or supplemented to, but
		not including, the date hereof, the “Credit Agreement”); 
	 

	 
		WHEREAS, the U.S. Borrower desires to
		acquire (the “MAPS
		Acquisition”) the automotive
		weather sealing business of Automotive Sealing Systems S.A. (the
		“Seller”) (collectively, “MAPS Business”) pursuant to, and in accordance with the terms
		of, that certain Sale and Purchase Agreement (the “MAPS Acquisition Agreement”), dated as of June 9, 2007, between the Seller,
		the U.S. Borrower and CSA Germany GmbH&CoKG;
	 

	 
		WHEREAS, the Dutch Borrower desires to
		become a party to the Credit Agreement and incur Dutch Borrower Dual Currency
		Facility Revolving Loans pursuant to Section 2.01(i) of the Credit Agreement
		(as amended by this Second Amendment);
	 

	 
		WHEREAS, Holdings and the Borrowers have
		requested certain amendments and consents to the Credit Agreement in connection
		with, among other things, the MAPS Acquisition and the financing thereof, in
		each case as described below;
	 

	 
		WHEREAS, subject to the terms and conditions
		of this Second Amendment, the parties hereto wish to amend certain provisions
		of, and enter into certain agreements with respect to, the Credit Agreement and
		the Exhibits thereto, in each case as herein provided; 
	 

	 
		NOW, THEREFORE, it is agreed;
	 

	 
		 
	 

	 
		 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		A. Amendments, and Agreements with respect to, to the
		Credit Agreement.
	 

	 
		1. Notwithstanding anything to the contrary
		contained in the Credit Agreement, the Lenders hereby acknowledge and agree
		that, at any time on or prior to October 31, 2007, the MAPS Acquisition may be
		effected as a Foreign Permitted Acquisition under the Credit Agreement (and
		thereupon constitute a “Permitted Acquisition” and a “Foreign
		Permitted Acquisition” for all purposes of the Credit Agreement), so long
		as:
	 

	 
		(i) the sole consideration payable in
		respect of the MAPS Acquisition (exclusive of transaction fees and expenses)
		shall consist of cash in an amount equal to €100,000,000 or, if the Lindau
		Mortgage is assumed, €89,175,000 (in either case, as such amount may be
		adjusted as provided in Section 5.3 of the MAPS Acquisition Agreement);
	 

	 
		(ii) on or prior to the MAPS Acquisition
		Date, there shall have been delivered to the Administrative Agent true and
		correct copies of the MAPS Acquisition Agreement and all other material
		documents entered into in connection with the MAPS Acquisition (the
		“MAPS Acquisition
		Documents”), certified as such by
		an officer of the U.S. Borrower;
	 

	 
		(iii) on the MAPS Acquisition Date, (x) all
		MAPS Acquisition Documents shall have been duly executed and delivered by the
		parties thereto and shall be in full force and effect, and (y) the MAPS
		Acquisition shall have been consummated in accordance with the MAPS Acquisition
		Agreement and, since the Second Amendment Effective Date, the MAPS Acquisition
		Agreement shall not have been altered, amended, or otherwise changed or
		supplemented or any condition therein waived if such alternation, amendment,
		change, supplement or waiver would be adverse to the interests of the Lenders
		in any material respect; 
	 

	 
		(iv) there not having occurred a
		“Material Adverse Change” (as defined in Section 4.2.2 of the MAPS
		Acquisition Agreement as in effect on the Second Amendment Effective Date);
		
	 

	 
		(v) the Sponsors shall have made a cash
		common equity contribution to Holdings in an aggregate amount of
		U.S.$30,000,000, which, in turn, shall have been contributed as a cash common
		equity contribution to the U.S. Borrower and which, in turn, shall (together
		with the proceeds of all U.S. Borrower Incremental Term Loans incurred on the
		MAPS Acquisition Date) have been, directly or indirectly, on-loaned and/or
		contributed as a cash equity contribution to the Dutch Borrower or one or more
		of its Subsidiaries in accordance with the requirements of Section 10.04(d)(u)
		and the other applicable provisions of Section 10.04 of the Credit Agreement
		(as amended hereby); 
	 

	 
		(vi) on the MAPS Acquisition Date and after
		giving effect to the consummation of the MAPS Acquisition, the Dutch Borrower
		and the MAPS Business shall have no outstanding Preferred Equity or
		Indebtedness, except for (1) in the case of the Dutch Holding Companies and the
		Dutch Borrower, intercompany Indebtedness permitted pursuant to Section
		10.01(a)(v), (2) in the case of the Dutch Borrower, Dutch 
	 

	 
		 
	 

	 
		 
	 

	 
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		Borrower Dual Currency Revolving Loans, and
		(3) in the case of the MAPS Business, (x) the Lindau Mortgage and (y) such
		other existing indebtedness (not to exceed U.S.$2,500,000 in aggregate
		principal amount) identified in writing to the Administrative Agent as shall be
		permitted by the Administrative Agent to remain outstanding;
	 

	 
		(vii) prior to or concurrently with the
		consummation of the MAPS Acquisition, (w) the U.S. Borrower shall have incurred
		U.S. Borrower Incremental Term Loans pursuant to Section 2.01(d) of the Credit
		Agreement (as amended hereby) in an aggregate principal amount not to exceed
		€65,000,000, which U.S. Borrower Incremental Term Loans shall be added to
		the existing Tranche of Tranche E Terms Loans (as so designated in the
		Incremental Term Loan Agreement entered into on the First Amendment Effective
		Date) in accordance with the requirements of Section 2.15(c) of the Credit
		Agreement (as amended hereby), (x) the proceeds of such U.S. Borrower
		Incremental Term Loans shall been applied, directly or indirectly, on the MAPs
		Acquisition Date to finance the MAPs Acquisition and the related transactions,
		(y) all of the requirements contained in Section 2.15 of the Credit Agreement
		(as amended hereby) and the definition of “Incremental Term Loan
		Requirements” applicable to the provision, and incurrence of, U.S.
		Borrower Incremental Term Loans shall have been satisfied (including, without
		limitation, the delivery by the U.S. Borrower of the officer’s certificate
		and required financial calculations referred to in clause (x) of the definition
		of “Incremental Term Loan Requirements”) and (z) all of the
		conditions to a borrowing of U.S. Borrower Incremental Term Loans in Section 7
		of the Credit Agreement (as amended hereby)shall have been satisfied;
	 

	 
		(viii) the Administrative Agent shall have
		received a solvency certificate from the Chief Financial Officer of the U.S.
		Borrower, dated the MAPS Acquisition Date, in form and substance satisfactory
		to the Administrative Agent; 
	 

	 
		(ix) all of the conditions specified in
		Section 7.04 shall have been satisfied in full; and
	 

	 
		(x) the Administrative Agent shall have
		received a certificate, dated the MAPS Acquisition Date and signed on behalf of
		the U.S. Borrower by an appropriate officer of the U.S. Borrower, stating all
		of the conditions in clauses (i) through (ix), inclusive, above, and Section 7
		of the Credit Agreement (as amended hereby) have been satisfied on such date.
		
	 

	 
		2. Notwithstanding anything to the contrary
		contained in the Credit Agreement or in Section 1 of Part A of this Second
		Amendment, the parties hereto hereby acknowledge and agree that the MAPS
		Acquisition shall not constitute a “Foreign Permitted Acquisition”
		for purposes of determining compliance with the aggregate consideration
		requirements for future Foreign Permitted Acquisitions set forth in Section
		10.04(p) of the Credit Agreement (as amended hereby).
	 

	 
		3. The introductory paragraph of the Credit
		Agreement is hereby amended by (i) deleting the text “and, together with
		the U.S. Borrower, the “Borrowers”“ appearing in said paragraph in its entirety
		and (ii) deleting the text “Section 11” appearing in the last
		sentence of said introductory paragraph and inserting in lieu thereof the text
		“Section 1”.
	 

	 
		 
	 

	 
		 
	 

	 
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		4. The definition of “Applicable Margin” appearing in Section 1 of the Credit Agreement is
		hereby amended by (i) deleting the text “U.S. Borrower Dual Currency
		Facility Revolving Loan” appearing in the grid therein and inserting the
		text “Dual Borrower Dual Currency Facility Revolving Loan” in lieu
		thereof, (ii) inserting the text “Dual Borrower Dual Currency Facility
		Revolving Loan” immediately prior to the text “and Swingline Base
		Rate” appearing in the grid therein and (iii) deleting the last sentence
		of said definition and inserting the following new sentence in lieu
		thereof:
	 

	 
		“Notwithstanding anything to the
		contrary contained above in this definition, (1) the Adjustable Applicable
		Margins shall be the Highest Adjustable Applicable Margins at all times (x)
		during which there shall exist any Event of Default under clauses (a), (b),
		(h), (i) or (j) of Section 11 and (y) prior to the date of delivery of the
		financial statements pursuant to Section 9.01(c) for the 2nd Fiscal Quarter of
		Fiscal Year 2005 and (2) the Applicable Margin for each Tranche of Loans set
		forth above (including Loans bearing interest at the Applicable Increased Term
		Loan Rate for such Tranche) shall automatically increase by 0.25% per annum at
		any time (x) the Senior Secured Leverage Ratio (as set forth in an
		officer’s certificate delivered pursuant to Section 9.01(c) for the Fiscal
		Quarter or Fiscal Year then last ended) exceeds 2.75:1.00 or (y) the U.S.
		Borrower has failed to deliver an officer’s certificate pursuant to
		Section 9.01(c) for the Fiscal Quarter or Fiscal Year then last ended
		demonstrating compliance with a Senior Secured Leverage Ratio of 2.75:1.00 or
		less .”
	 

	 
		5. The definition of “Available Currency” appearing in Section 1 of the Credit Agreement is
		hereby amended by deleting the text “U.S. Borrower Dual Currency Revolving
		Loans” appearing therein and inserting the text “Dual Borrower Dual
		Currency Facility Revolving Loans” in lieu thereof.
	 

	 
		6. The definition of “Base Rate Loan” appearing in Section 1 of the Credit Agreement is
		hereby amended by deleting the text “U.S. Borrower Dual Currency Facility
		Revolving Loan” appearing in clause (iii) of said definition and inserting
		the text “Dual Borrower Dual Currency Facility Revolving Loan” in
		lieu thereof.
	 

	 
		7. The definition of “Borrowing”
		appearing in Section 1 of the Credit Agreement is hereby amended by inserting
		the text “, the Dutch Borrower” immediately prior to the text
		“or the U.S. Borrower” appearing in said definition.
	 

	 
		8. The definition of “Commitment”
		appearing in Section 1 of the Credit Agreement is hereby amended by deleting
		the text “U.S. Borrower Dual Currency Facility Revolving Loan
		Commitment” appearing in said definition and inserting the text “Dual
		Borrower Dual Currency Facility Revolving Loan Commitment” in lieu
		thereof.
	 

	 
		9. The definition of “Consolidated EBITDA” appearing in Section 1 of the Credit Agreement is
		hereby amended by (i) deleting the word “and” appearing immediately
		prior to the text “(xi) any non-recurring Restructuring Charges”
		appearing in said definition, (ii) inserting the following new text immediately
		prior to the text “minus (b)
		without duplication” appearing in said definition:
	 

	 
		“, (xii) all costs, fees and expenses
		incurred in connection with the execution and delivery of the Second Amendment,
		so long as such costs, fees or expenses were incurred within 
	 

	 
		 
	 

	 
		 
	 

	 
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		90 days of the MAPS Acquisition Date, and
		(xiii) any non-recurring Restructuring Charges actually incurred by the U.S.
		Borrower and its Subsidiaries in connection with the integration of the MAPS
		Business during such period, so long as (w) such Restructuring Charges were (I)
		incurred after the Second Amendment Effective Date and on or prior to December
		31, 2008 and (II) deducted in the determination of Consolidated EBITDA for such
		period (directly or through reduction to Consolidated Net Income), (x) the
		aggregate amount of all such Restructuring Charges added to “Consolidated
		EBITDA” in reliance on this clause (xiii) for such period does not exceed
		$5,000,000, and (y) the U.S. Borrower shall have complied at all times with the
		requirements of Section 9.01(c)(iii), requiring it to certify as to the amount
		and type of such Restructuring Costs so incurred in any Fiscal Quarter included
		in such period and added back to Consolidated EBITDA for such
		period”,
	 

	 
		(iii) inserting the following proviso at the
		end of the first sentence of said definition:
	 

	 
		; provided that,
		without duplication of amounts already included in Consolidated EBITDA above,
		Consolidated EBITDA for any period shall be adjusted by adding thereto the
		amount of Total Non-Consolidated Joint Venture EBITDA for the respective
		period.” 
	 

	 
		and (iv) deleting the text “clause
		(a)(i) taken” appearing in said definition and inserting the text
		“clause (a)(iv) taken” in lieu thereof.
	 

	 
		10. The definition of “Credit Document” appearing in Section 1 of the Credit Agreement is
		hereby amended by inserting the text “, each Revolver Re-Allocation
		Agreement” after the text “Loan Commitment Agreement” appearing
		in said definition.
	 

	 
		11. The definition of “Dollar Denominated Loan” appearing in Section 1 of the Credit Agreement is
		hereby amended by deleting each occurrence of the text “U.S. Borrower Dual
		Currency Facility Revolving Loan” appearing therein and inserting the text
		“Dual Borrower Dual Currency Facility Revolving Loan” in lieu
		thereof.
	 

	 
		12. The definition of “Dollar Denominated Revolving Loan” appearing in Section 1 of the Credit Agreement is
		hereby amended by deleting the text “U.S. Borrower Dual Currency Facility
		Revolving Loans” appearing therein and inserting the text “Dual
		Borrower Dual Currency Facility Revolving Loans” in lieu thereof.
	 

	 
		13. The definition of “Dollar Facility Revolving Loan
		Commitment” appearing in Section 1
		of the Credit Agreement is hereby amended by (i) deleting the text “or
		(y)” appearing in said definition and inserting the text “, (y)”
		in lieu thereof and (ii) inserting the text “or (z) or adjusted from time
		to time pursuant to Section 2.01(j)” prior to the period at the end of
		said definition.
	 

	 
		14. The definition of “Euro Denominated Revolving Loan” appearing in Section 1 of the Credit Agreement is
		hereby amended by deleting the text “U.S. Borrower Dual Currency Facility
		Revolving Loan” appearing therein and inserting the text “Dual
		Borrower Dual Currency Facility Revolving Loan” in lieu thereof.
	 

	 
		 
	 

	 
		 
	 

	 
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		15. The definition of “Excess Cash Payment Date” appearing in Section 1 of the Credit Agreement is
		hereby amended by deleting the text “2005” appearing therein and
		inserting the text “2008” in lieu thereof.
	 

	 
		16. The definition of “Financial Ratio” appearing in Section 1 of the Credit Agreement is
		hereby amended by deleting the text “the Interest Coverage Ratio,”
		appearing in said definition.
	 

	 
		17. The definition of “Holdings Guaranteed Obligations” appearing in Section 1 of the Credit Agreement is
		hereby amended by (i) deleting the text “or either of them” appearing
		in said definition and inserting the text “or any of them” in lieu
		thereof, (ii) inserting the text “or any Cash Management Arrangement”
		after the text “any Swap Agreement” appearing in said definition and
		(iii) inserting the text “or such Cash Management Arrangement, as
		applicable” after the text “such Swap Agreement”.
	 

	 
		18. The definition of “Holdings Guaranteed Party” appearing in Section 1 of the Credit Agreement is
		hereby amended by inserting the text “or any Cash Management
		Arrangement” after the text “any Swap Agreement”.
	 

	 
		19. The definition of “Incremental Term Loan Commitment
		Requirements” appearing in Section
		1 of the Credit Agreement is hereby amended by (i) deleting the text
		“Sections 10.12 and 10.13” appearing in said definition and inserting
		the text “Section 10.13” in lieu thereof and (ii) deleting the text
		“2.50:1.00” appearing in said definition and inserting the text
		“3.25:1.00 (or, at any time on or after December 31, 2008,
		3.00:1.00)” in lieu thereof. 
	 

	 
		20. The definition of “Net Proceeds” appearing in Section 1 of the Credit Agreement is
		hereby amended by is hereby amended by deleting the text
		“U.S.$2,000,000” appearing in the last sentence of said definition
		and inserting the text “U.S.$5,000,000” in lieu thereof.
	 

	 
		21. The definition of “Note”
		appearing in Section 1 of the Credit Agreement is hereby amended by inserting
		the text “each Dutch Borrower Dual Currency Facility Revolving Note,”
		immediately following the text “each U.S. Borrower Dual Currency Facility
		Revolving Note,”
	 

	 
		22. The definition of “Permitted Acquisition” appearing in Section 1 of the Credit Agreement is
		hereby amended by (i) inserting the text “(other than the Dutch
		Borrower)” after the first reference to “Credit Party” appearing
		in said definition, (ii) deleting each reference to the text “Sections
		10.12 and 10.13” appearing in said definition and inserting the text
		“Section 10.13” in lieu thereof and (iii) deleting each reference to
		the text “2.50 to 1.00” appearing in said definition and inserting
		the text “3.25:1.00 (or, at any time on or after December 31, 2008,
		3.00:1.00)” in lieu thereof. 
	 

	 
		23. The definition of “Permitted Securitization” appearing in Section 1 of the Credit Agreement is
		hereby amended by deleting the proviso appearing in the first sentence of said
		definition and inserting the following new proviso in lieu thereof:
	 

	 
		“provided that
		(x) any such transactions shall provide for recourse to such Subsidiary of the
		U.S. Borrower (other than any SPE Subsidiary) or the U.S. Borrower (as
		applicable) only in respect of the cash flows in respect of such Receivables
		and Related Assets and to 
	 

	 
		 
	 

	 
		 
	 

	 
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		the extent of other customary securitization
		undertakings in the jurisdiction relevant to such transactions and (y) the
		aggregate amount of all such transactions constituting “Permitted
		Securitizations” shall not exceed U.S.$200,000,000 at any time
		outstanding”.
	 

	 
		24. The definition of “Pro Forma Basis” appearing in Section 1 of the Credit Agreement is
		hereby amended by (i) deleting the parenthetical appearing in clause (a) of
		said definition and inserting the following test in lieu thereof:
	 

	 
		“(or, in the case of any determination
		made pursuant to the definitions of the terms “Permitted Acquisition”
		or “Incremental Term Loan Commitment Requirements” or pursuant to
		Section 10.01(a)(xiii) or Section 10.08(b)(iv), occurring during such Reference
		Period or thereafter and through and including the date of the applicable
		Permitted Acquisition, Incremental Extension of Credit, issuance of Additional
		Senior Subordinated Notes or other applicable transaction, as the case may
		be),”,
	 

	 
		(ii) deleting subclauses (b)(iii) and (iv)
		of said definition in its entirety and inserting the following new text in lieu
		thereof:
	 

	 
		“(iii) in the case of any determination
		made pursuant to Section 10.01(a)(xiii), occurring thereafter and through and
		including the date of the applicable issuance of Additional Senior Subordinated
		Notes (including such issuance of Additional Senior Subordinated Notes) and
		(iv) in the case of any determination made pursuant to Section 10.08(b)(iv),
		occurring thereafter and through and including the date of the applicable
		repurchase of Senior Notes and/or Senior Subordinated Notes (including in
		connection with such repurchase), in each case as if any such incurrence or
		repurchase of Indebtedness occurred on the first day of such Reference
		Period,”,
	 

	 
		and (iii) deleting the text “or
		Consolidated Cash Interest Expense” appearing in said definition.
	 

	 
		25. The definition of “Restricted Payment” appearing in Section 1 of the Credit Agreement is
		hereby amended by deleting each reference to the text “the Borrower”
		therein and inserting the text “any Borrower” in lieu thereof.

	 

	 
		26. The definition of “Term Loan Lender” appearing in Section 1 of the Credit Agreement is
		hereby amended by deleting the text “Incremental Term Lender”
		appearing in said definition and inserting the text “Incremental Term Loan
		Lender” in lieu thereof.
	 

	 
		27. The definition of “Total Indebtedness” appearing in Section 1 of the Credit Agreement is
		hereby amended by deleting clause (c) and the proviso appearing in said
		definition and inserting the following new text in lieu thereof:
	 

	 
		“(c) the aggregate amount of
		Unrestricted cash and Permitted Investments of the U.S. Borrower and its
		Subsidiaries as of such date plus (d) the
		amount of Total Non-Consolidated Joint Venture Indebtedness at such
		time.”.
	 

	 
		28. The definition of “Tranche”
		appearing in Section 1 of the Credit Agreement is hereby amended by (i)
		deleting the text “U.S. Borrower Dual Currency Facility Revolving
		Loans” appearing therein and inserting the text “Dual Borrower Dual
		Currency Facility 
	 

	 
		 
	 

	 
		 
	 

	 
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		Revolving Loans” in lieu thereof and
		(ii) inserting the text “and the Second Amendment Effective Date”
		immediately after the text “on the First Amendment Effective
		Date” appearing in said definition.
	 

	 
		29. The definition of “Transaction” appearing in Section 1 of the Credit Agreement is
		hereby amended by inserting the following sentence at the end of said
		definition:
	 

	 
		“It is understood and agreed that,
		except for purposes of the definitions of “Consolidated EBITDA” and
		“Information Memorandum” and Sections 6, 8.04, 8.05, 8.12(b), 8.18
		and 9.11, the term “Transaction” includes the execution, delivery and
		performance by each Credit Party of the First Amendment, the Second Amendment
		and each of the other Credit Documents to which it is a party (as such Credit
		Documents have been modified pursuant to the First Amendment and the Second
		Amendment) and the borrowing of any Incremental Term Loans.”.
	 

	 
		30. Section 1 of the Credit Agreement is
		hereby further amended by (i) deleting the definitions of “Aggregate U.S. Borrower Dual Currency Facility RL
		Exposure”, “Applicable Prepayment Percentage”, “Borrowers”,
		“Consolidated Cash Interest
		Expense”, “Credit Party”, “Individual U.S. Borrower Dual Currency Facility RL
		Exposure”, “Interest Coverage Ratio”, “Total U.S. Borrower Dual Currency Facility Revolving
		Loan Commitment”,
		“Unutilized U.S. Borrower Dual
		Currency Facility Revolving Loan Commitment”, “U.S. Borrower Dual Currency Facility RL
		Percentage”, “U.S. Borrower Dual Currency Facility RL
		Lender”, “U.S. Borrower Dual Currency Facility Revolving Loan
		Commitment”, “U.S. Borrower Guaranteed Party” and “U.S. Borrower Guaranteed Obligations” appearing in said Section in their entirety and
		(ii) inserting the following new definitions in appropriate alphabetical
		order:
	 

	 
		“Additional Foreign Collateral Trigger
		Date” shall mean the first date
		occurring on or after the MAPS Acquisition Date on which the aggregate
		principal amount of all Dual Borrower Dual Currency Facility Revolving Loans
		incurred by the Dutch Borrower and outstanding at such time (for this purpose,
		using the U.S. Dollar Equivalent of the principal amount of any outstanding
		Euro Denominated Revolving Loans) exceeds $U.S.25,000,000.
	 

	 
		“Adjusted Excess Cash Flow” shall mean, for any period, the remainder of (i)
		Excess Cash Flow for such period minus (ii) the
		product of (I) the aggregate amount of principal repayments of Term Loans made
		as a voluntary prepayment pursuant to Section 5.01 (except to the extent such
		prepayment was financed with other Indebtedness) during such period
		multiplied by (II) the quotient of (x) 100% divided by (y)
		the Applicable Prepayment Percentage in effect on the relevant Excess Cash
		Payment Date for such period.
	 

	 
		“Aggregate Dual Borrower Dual Currency Facility RL
		Exposure” shall mean, at any time,
		the aggregate principal amount of all Dual Borrower Dual Currency Facility
		Revolving Loans outstanding at such time (for this purpose, using the U.S.
		Dollar Equivalent of the principal amount of any outstanding Euro Denominated
		Revolving Loans).
	 

	 
		 
	 

	 
		 
	 

	 
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		“Applicable Prepayment Percentage” shall mean, at any time, 50%; provided that if
		at any time the Leverage Ratio is (i) less than 3.75:1.00 but greater than or
		equal to 3.25:1.00 (as set forth in an officer’s certificate delivered
		pursuant to Section 9.01(c) for the Fiscal Quarter or Fiscal Year then last
		ended), the Applicable Prepayment Percentage shall instead be 25% and (ii) less
		than 3.25:1.00 (as set forth in an officer’s certificate delivered
		pursuant to Section 9.01(c) for the Fiscal Quarter or Fiscal Year then last
		ended), the Applicable Prepayment Percentage shall instead be 0%.
	 

	 
		“Available Basket Amount” shall mean, at any time, the sum of (i) the
		Retained Excess Cash Flow Amount at such time plus (ii) the
		Foreign/JV Basket Amount at such time.
	 

	 
		“Borrowers”
		shall mean the U.S. Borrower, the Canadian Borrower and the Dutch
		Borrower.
	 

	 
		“Cash Management Arrangements” shall mean any agreement or arrangement providing
		for treasury, depository and/or cash management services or any automated
		clearing house transfer services (including customary overdraft lines).
	 

	 
		“Consolidated Subsidiary” shall mean a Subsidiary of the U.S. Borrower the
		financial results of which are consolidated with those of the U.S. Borrower in
		accordance with U.S. GAAP for financial reporting purposes.
	 

	 
		“Convertible Portion” shall mean, as to any Incremental Dual Borrower
		Dual Currency Facility RL Lender, the amount set forth opposite the name of
		such Incremental Dual Borrower Dual Currency Facility RL Lender on Schedule I
		hereto (as supplemented by the Second Amendment) under the column entitled
		“Incremental Dual Borrower Dual Currency Facility Revolving Loan
		Commitment”.
	 

	 
		“Credit Party” shall mean each U.S. Credit Party, each Canadian
		Credit Party and, on and after the Second Amendment Effective Date, the Dutch
		Borrower.
	 

	 
		“Dual Borrower Dual Currency Facility Revolving
		Loan” shall have the meaning
		provided in Section 2.01(i).
	 

	 
		“Dual Borrower Dual Currency Facility Revolving Loan
		Commitment” shall mean, for each
		Lender, the amount set forth opposite such Lender’s name on Schedule I
		hereto directly below the column entitled “Dual Borrower Dual Currency
		Facility Revolving Loan Commitment”, as same may be (x) reduced from time
		to time and/or terminated pursuant to Sections 4.02, 4.03 and/or 11, (y)
		adjusted from time to time as a result of assignments to or from such Lender
		pursuant to Sections 2.13 or 13.04(b) or (z) adjusted from time to time
		pursuant to Section 2.01(j). 
	 

	 
		“Dual Borrower Dual Currency Facility RL
		Lender” shall mean each Lender
		which has a Dual Borrower Dual Currency Facility Revolving Loan Commitment or
		which has any outstanding Dual Borrower Dual Currency Facility Revolving Loans.
		
	 

	 
		 
	 

	 
		 
	 

	 
		-9-
	 

	 
		 
	 



	 
	 

	 

	 
		“Dual Borrower Dual Currency Facility RL
		Percentage” of any Dual Borrower
		Dual Currency Facility RL Lender at any time shall mean that percentage which
		is equal to a fraction (expressed as a percentage) the numerator of which is
		the Dual Borrower Dual Currency Facility Revolving Loan Commitment of such Dual
		Borrower Dual Currency Facility RL Lender at such time and the denominator of
		which is the Total Dual Borrower Dual Currency Facility Revolving Loan
		Commitment at such time, provided that if
		any such determination is to be made after the Total Dual Borrower Dual
		Currency Facility Revolving Loan Commitment (and the related Dual Borrower Dual
		Currency Facility Revolving Loan Commitments of the Lenders) has (or have)
		terminated, the determination of such percentages shall be made immediately
		before giving effect to such termination.
	 

	 
		“Dutch Borrower” shall mean Steffens Beheer BV, a Wholly-Owned
		Subsidiary of the U.S. Borrower incorporated under the laws of The
		Netherlands.
	 

	 
		“Dutch Borrower Dual Currency Facility Revolving
		Loan” shall have the meaning
		provided in Section 2.01(i).
	 

	 
		“Dutch Borrower Dual Currency Facility Revolving
		Note” shall have the meaning
		provided in Section 2.05(a).
	 

	 
		“Dutch Holding Companies” shall mean (i) CSA International Holdings CV, a
		limited partnership established under the laws of the Netherlands (ii) CSA
		International Holdings Cooperatieve U.A., a cooperative (coöperatie)
		incorporated under the laws of the Netherlands. 
	 

	 
		“Foreign/JV Basket Amount” shall mean, at any time, an amount equal to the
		remainder of (A) the greater of (i) U.S.$150,000,000 and (ii) 7.5% of Total
		Assets at such time less (B) the sum of (i) at the time any Capital Expenditure
		is made pursuant to Section 10.14(d) in reliance on the “Foreign/JV Basket
		Amount”, by the amount thereof, and (ii) at the time any Investment is
		made pursuant to Section 10.04(p) in reliance on the “Foreign/JV Basket
		Amount”, by the amount of such Investment.
	 

	 
		“German Guarantor” shall have the meaning provided in Section
		9.17.
	 

	 
		“Incremental Dual Borrower Dual Currency Facility
		Revolving Loan Commitment” shall
		mean, as to any Lender, the amount set forth opposite such Lender’s name
		on Schedule I hereto (as supplemented by the Second Amendment) directly below
		the column entitled “Incremental Dual Borrower Dual Currency Facility
		Revolving Loan Commitment”, as the same may be (x) reduced from time to
		time and/or terminated pursuant to Sections 4.02, 4.03 and/or 11 as a result of
		a reduction or termination of the Dual Borrower Dual Currency Facility
		Revolving Loan Commitment of such Lender, (y) adjusted from time to time as a
		result of assignments to or from such Lender pursuant to Sections 2.13 or
		13.04(b), or (z) reduced from time to time pursuant to Section 2.01(j)(II). The
		Incremental Dual Borrower Dual Currency Facility Revolving Loan Commitment of
		any Lender (i) represents a designated sub-commitment of the Dual Borrower Dual
		Currency Facility Revolving Loan Commitment of such Lender, (ii) is not in
		addition to the Dual Borrower Dual Currency Facility Revolving Loan Commitment
		of 
	 

	 
		 
	 

	 
		 
	 

	 
		-10-
	 

	 
		 
	 



	 
	 

	 

	 
		such Lender and (iii) may not exceed the
		Dual Borrower Dual Currency Facility Revolving Loan Commitment of such Lender.
		
	 

	 
		“Incremental Dual Borrower Dual Currency Facility RL
		Lender” shall mean, at any time,
		each Lender with an Incremental Dual Borrower Dual Currency Facility Revolving
		Loan Commitment at such time.
	 

	 
		“Individual Dual Borrower Dual Currency Facility RL
		Exposure” of any Dual Borrower
		Dual Currency Facility RL Lender shall mean, at any time, the aggregate
		principal amount of all Dual Borrower Dual Currency Revolving Loans made by
		such Dual Borrower Dual Currency Facility RL Lender and then outstanding (for
		this purpose, using the U.S. Dollar Equivalent of the principal amount of any
		outstanding Euro Denominated Revolving Loans).
	 

	 
		“Lindau Mortgage” shall mean the mortgage on certain real property
		of the MAPS Business located in Lindau, Germany securing Indebtedness in an
		aggregate principal amount not to exceed €10,825,000. 
	 

	 
		“MAPS Acquisition Date” shall mean the date of the consummation of the
		MAPS Acquisition.
	 

	 
		“MAPS Acquisition” shall have the meaning provided in the Second
		Amendment.
	 

	 
		“MAPS Business” shall have the meaning provided in the Second
		Amendment.
	 

	 
		“Non-Consolidated Joint Venture” shall mean any Permitted Joint Venture which is
		not a Consolidated Subsidiary of the U.S. Borrower.
	 

	 
		“Non-Consolidated Joint Venture EBITDA” shall mean, for each Non-Consolidated Joint
		Venture for any period, the Proportionate Share of the increase (or decrease)
		to Consolidated EBITDA (determined (i) without regard to the proviso appearing
		at the end of the first sentence of said definition and (ii) using Consolidated
		Net Income adjusted on the same basis as required for Consolidated EBITDA
		hereby) for such period which would have occurred if the respective
		Non-Consolidated Joint Venture had instead been a Wholly-Owned Subsidiary of
		the U.S. Borrower during such period (or, if shorter, that portion of such
		period during which the respective Non-Consolidated Joint Venture was a
		Non-Consolidated Joint Venture). 
	 

	 
		“Non-Consolidated Joint Venture
		Indebtedness” shall mean, for each
		Non-Consolidated Joint Venture at any time, the Proportionate Share of the
		increase to Total Indebtedness (determined without regard to clause (d) of said
		definition) at such time which would have occurred if the respective
		Non-Consolidated Joint Venture had instead been a Wholly-Owned Subsidiary of
		the U.S. Borrower at such time. 
	 

	 
		“Notice of Intent to Cure” has the meaning specified in Section
		9.01(c).
	 

	 
		“Permitted Equity Issuance” shall mean any sale or issuance by Holdings of
		common stock of Holdings or any Qualified Preferred Stock of Holdings.
	 

	 
		 
	 

	 
		 
	 

	 
		-11-
	 

	 
		 
	 



	 
	 

	 

	 
		“Proportionate Share” shall mean, with respect to each Non-Consolidated
		Joint Venture for any period (or at a given time, as applicable), the
		proportion (expressed as a percentage) of the share of the U.S. Borrower and
		its Wholly-Owned Subsidiaries (whether directly or indirectly) in the
		Non-Consolidated Joint Venture EBITDA (for this purpose, calculated in
		accordance with the definition thereof as if the phrase “the Proportionate
		Share of” appearing therein were deleted) of such Non-Consolidated Joint
		Venture for such period (or, if determined at such time, for the relevant
		period then last ended), which percentage shall be determined giving effect to
		any priorities (including, without limitation, repayments of loans to owners of
		Equity Interests in the respective Permitted Joint Venture, preferred
		distribution priorities, etc.) established by such Non-Consolidated Joint
		Venture (or the owners of the Equity Interests therein) for the allocation of
		such Non-Consolidated Joint Venture EBITDA of such Non-Consolidated Joint
		Venture.
	 

	 
		“Restricted”
		shall mean, when referring to cash or Permitted Investments of the U.S.
		Borrower or any of its Subsidiaries, that such cash or Permitted Investments
		(i) appears (or would be required to appear) as “restricted” on a
		consolidated balance sheet of the U.S. Borrower or of any such Subsidiary
		(unless such appearance is related to the Credit Documents or Liens created
		thereunder), (ii) are subject to any Lien in favor of any Person other than the
		Collateral Agent for the benefit of the Secured Creditors or (iii) are not
		otherwise generally available for use by the U.S. Borrower or such
		Subsidiary.
	 

	 
		“Retained Excess Cash Flow Amount” shall initially be $0, which amount shall be (A)
		increased (i) on each Excess Cash Payment Date so long as any
		repayment required pursuant to Section 5.02(f) has been made, by an amount
		equal to the Adjusted Excess Cash Flow for the immediately preceding Excess
		Cash Flow Period multiplied by a percentage equal to 100% minus the Applicable Prepayment Percentage as in effect for
		the respective Excess Cash Payment Date, and (B) reduced (i) on
		each Excess Cash Payment Date where Adjusted Excess Cash Flow for the
		immediately preceding Excess Cash Flow Period is a negative number, by such
		amount, (ii) at the time any Capital Expenditure is made pursuant to Section
		10.14(d) in reliance on the “Retained Excess Cash Flow Amount”, by
		the amount thereof, (iii) at the time any repurchase of Senior Notes and/or
		Senior Subordinated Notes is made pursuant to Section 10.08(b)(iv)(III) in
		reliance on the “Retained Excess Cash Flow Amount”, by the amount of
		cash expended in connection therewith and (iv) at the time any Investment is
		made pursuant to Section 10.04(p) in reliance on the “Retained Excess Cash
		Flow Amount”, by the amount of such Investment (it being understood that
		the Retained Excess Cash Flow Amount may be reduced to an amount below zero
		after giving effect to the reductions enumerated in clause (B) above).
	 

	 
		“Revolver Re-Allocation Agreement” shall have the meaning provided in Section
		2.01(j)(II).
	 

	 
		“Second Amendment” shall mean the Second Amendment to Credit
		Agreement, dated as of July 26, 2007, among Holdings, the Borrowers, various
		Lenders, the Administrative Agent and the Collateral Agent.
	 

	 
		 
	 

	 
		 
	 

	 
		-12-
	 

	 
		 
	 



	 
	 

	 

	 
		“Second Amendment Effective Date” shall have the meaning provided in the Second
		Amendment.
	 

	 
		“Securitization Threshold Amount” shall mean shall mean $50,000,000;
		provided that, (A) on each date upon which a mandatory repayment
		or commitment reduction is required pursuant to Section 5.02(d) of this
		Agreement as a result of the incurrence of Indebtedness in respect of a
		Permitted Securitization in excess of the Securitization Threshold Amount as
		theretofore in effect, the Securitization Threshold Amount shall be increased
		(on the date of, and after giving effect to, the respective mandatory repayment
		and/or commitment reduction) by the amount of the mandatory repayment and/or
		commitment reduction required on such date pursuant to Section 5.02(d) to the
		extent required as a result of the respective incurrence of such
		Indebtedness.
	 

	 
		“Total Assets” shall mean, at any time, total assets of the U.S.
		Borrower and its Subsidiaries on a consolidated basis prepared in accordance
		with U.S. GAAP, shown on the most recent consolidated balance sheet of the U.S.
		Borrower as may be expressly stated.
	 

	 
		“Total Dual Borrower Dual Currency Facility Revolving
		Loan Commitment” shall mean, at
		any time, the sum of the Dual Borrower Dual Currency Facility Revolving Loan
		Commitments of each of the Lenders with such a Commitment at such time.
	 

	 
		“Total Non-Consolidated Joint Venture
		EBITDA” shall mean, for any
		period, the sum of the Non-Consolidated Joint Venture EBITDA for all
		Non-Consolidated Joint Ventures for such period.
	 

	 
		“Total Non-Consolidated Joint Venture
		Indebtedness” shall mean, at any
		time, the sum of the Non-Consolidated Joint Venture Indebtedness of all
		Non-Consolidated Joint Ventures at such time.
	 

	 
		“2007 Information Memorandum” shall mean the Confidential Information
		Memorandum, dated July, 2007, relating to Holdings, the Borrowers, the MAPS
		Acquisition and the related financing thereof.
	 

	 
		“Unrestricted” shall mean, when referring to cash or Permitted
		Investments of the U.S. Borrower or any of its Subsidiaries, that such cash or
		Permitted Investments are not Restricted.
	 

	 
		“Unutilized Dual Borrower Dual Currency Facility
		Revolving Loan Commitment” with
		respect to any Dual Borrower Dual Currency Facility RL Lender, at any time,
		shall mean such Dual Borrower Dual Currency Facility RL Lender’s Dual
		Borrower Dual Currency Facility Revolving Loan Commitment at such time, if any,
		less the aggregate outstanding principal amount of all Dual
		Borrower Dual Currency Facility Revolving Loans (taking the U.S. Dollar
		Equivalent of any such Loans denominated in Euros) made by such Dual Borrower
		Dual Currency Facility RL Lender and then outstanding.
	 

	 
		 
	 

	 
		 
	 

	 
		-13-
	 

	 
		 
	 



	 
	 

	 

	 
		“Updated 2007 Projections” shall have the meaning provided in Section
		8.04(j).
	 

	 
		“U.S. Borrower Guaranteed Obligations” shall mean (i) the principal (or, Face Amount, as
		applicable) and interest on each Tranche A Term Note, each Tranche B Term Note,
		each Multicurrency Facility Revolving Note and each Incremental Term Note
		issued by the Canadian Borrower to each Lender, the principal and interest on
		each Dutch Borrower Dual Currency Facility Revolving Note issued by the Dutch
		Borrower to each Lender and each Tranche A Term Loan, each Tranche B Term Loan,
		each Multicurrency Facility Revolving Loan and each Canadian Borrower
		Incremental Term Loan made, under this Agreement, all reimbursement obligations
		and Unpaid Drawings with respect to each Multicurrency Facility Letter of
		Credit issued for the account of the Canadian Borrower, and each Dutch Borrower
		Dual Currency Revolving Loan made to the Dutch Borrower, together with all the
		other obligations (including obligations which, but for the automatic stay
		under Section 362(a) of the Bankruptcy Code, would become due) and liabilities
		(including, without limitation, indemnities, fees and interest thereon) of the
		Canadian Borrower and the Dutch Borrower to each Lender, each Agent, each
		Issuing Lender and the Collateral Agent now existing or hereafter incurred
		under, arising out of or in connection with this Agreement or any other Credit
		Document and the due performance and compliance by each of the Canadian
		Borrower and the Dutch Borrower with all the terms, conditions and agreements
		contained in the Credit Documents to which it is a party and (ii) all
		obligations (including obligations which, but for the automatic stay under
		Section 362(a) of the Bankruptcy Code, would become due) and liabilities of
		each Subsidiary of the U.S. Borrower owing under each Swap Agreement and each
		Cash Management Arrangement entered into by each Subsidiary of the U.S.
		Borrower with any Guaranteed Creditor so long as such Guaranteed Creditor
		participates in such Swap Agreement or Cash Management Arrangement, and their
		subsequent assigns, if any, whether now in existence or hereafter arising, and
		the due performance and compliance with all terms, conditions and agreements
		contained therein.
	 

	 
		“U.S. Borrower Guaranteed Party” shall mean (i) the Canadian Borrower, (ii) the
		Dutch Borrower and (iii) each Subsidiary of the U.S. Borrower party to any Swap
		Agreement or Cash Management Arrangement with any Secured Creditor.
	 

	 
		31. Each of the Credit Agreement and each
		other Credit Document is hereby further amended by (i) deleting each occurrence
		of the text “U.S. Borrower Dual Currency Facility RL Percentage”
		appearing therein and inserting the text “Dual Borrower Dual Currency
		Facility RL Percentage” in lieu thereof, (ii) deleting each occurrence of
		the text “U.S. Borrower Dual Currency Facility RL Lender” appearing
		therein and inserting the text “Dual Borrower Dual Currency Facility RL
		Lender” in lieu thereof, (iii) deleting each occurrence of the text
		“U.S. Borrower Dual Currency Facility Revolving Loan Commitment”
		appearing therein and inserting the text “Dual Borrower Dual Currency
		Facility Revolving Loan Commitment” in lieu thereof, (iv) deleting each
		occurrence of the text “Individual U.S. Borrower Dual Currency Facility RL
		Exposure” appearing therein and inserting the text “Individual Dual
		Borrower Dual Currency Facility RL Exposure” in lieu thereof, (v) deleting
		each occurrence of the text “Total U.S. Borrower Dual Currency Facility
		Revolving Loan Commitment” appearing therein and inserting the text
		“Total Dual Borrower Dual Currency Facility Revolving Loan
		Commitment” in lieu thereof, (vi) deleting each occurrence of the text
		“Unutilized U.S. Borrower Dual Currency 
	 

	 
		 
	 

	 
		 
	 

	 
		-14-
	 

	 
		 
	 



	 
	 

	 

	 
		Facility Revolving Loan Commitment”
		appearing therein and inserting the text “Unutilized Dual Borrower Dual
		Currency Facility Revolving Loan Commitment” in lieu thereof, (vii)
		deleting each occurrence of the text “Aggregate U.S. Borrower Dual
		Currency Facility RL Exposure” appearing therein and inserting the text
		“Aggregate Dual Borrower Dual Currency Facility RL Exposure” in lieu
		thereof and (viii) deleting each occurrence of the text “either
		Borrower” appearing therein and inserting the text “each
		Borrower” in lieu thereof.
	 

	 
		32. Section 2.01(f) of the Credit Agreement
		is hereby amended by deleting the text “U.S. Borrower Dual Currency
		Revolving Loans” appearing therein and inserting the text “Dual
		Borrower Dual Currency Facility Revolving Loans” in lieu thereof.
	 

	 
		33. Section 2.01(i) of the Credit Agreement
		is hereby amended by deleting said Section in its entirety and inserting in
		lieu thereof the following new Section 2.01(i):
	 

	 
		“(i) Dual Borrower Dual Currency Facility Revolving
		Loans. Subject to and upon the terms
		and conditions set forth herein, each Dual Borrower Dual Currency Facility RL
		Lender severally agrees to make, at any time and from time to time on or after
		the First Amendment Effective Date and prior to the Revolving Loan Maturity
		Date, (I) a revolving loan or revolving loans to the U.S. Borrower (each, a
		“U.S. Borrower Dual Currency
		Facility Revolving Loan” and,
		collectively, the “U.S. Borrower
		Dual Currency Facility Revolving Loans”), and (II) a revolving loan or revolving loans to
		the Dutch Borrower (each, a “Dutch
		Borrower Dual Currency Facility Revolving Loan” and, collectively, the “Dutch Borrower Dual Currency Facility Revolving
		Loans” and with the revolving
		loans made to the U.S. Borrower or the Dutch Borrower pursuant to this Section
		2.01(i) being each called a “Dual
		Borrower Dual Currency Facility Revolving Loan”), which Dual Borrower Dual Currency Facility
		Revolving Loans:
	 

	 
		(i) shall (subject to Section 2.14) be made
		and maintained in the respective Available Currency elected by the U.S.
		Borrower or the Dutch Borrower, as the case may be;
	 

	 
		(ii) except as hereafter provided, shall, at
		the option of the U.S. Borrower or the Dutch Borrower, be incurred and
		maintained as, and/or converted into, one or more Borrowings of Base Rate
		Loans, Eurodollar Loans or Euro Denominated Revolving Loans, provided that
		except as otherwise specifically provided in Section 2.10(b), all Dual Borrower
		Dual Currency Facility Revolving Loans made as part of the same Borrowing shall
		at all times consist of Dual Borrower Dual Currency Facility Revolving Loans of
		the same Type;
	 

	 
		(iii) may be repaid and reborrowed in
		accordance with the provisions hereof; 
	 

	 
		(iv) shall not be made (and shall not be
		required to be made) by any Dual Borrower Dual Currency Facility RL Lender in
		any instance where the incurrence thereof (after giving effect to the use of
		the proceeds thereof on the date of the incurrence thereof to repay any amounts
		theretofore outstanding pursuant to this Agreement) would cause the Individual
		Dual Borrower Dual Currency Facility RL Exposure of such Dual Borrower Dual
		
	 

	 
		 
	 

	 
		 
	 

	 
		-15-
	 

	 
		 
	 



	 
	 

	 

	 
		Currency Facility RL Lender to exceed the
		amount of its Dual Borrower Dual Currency Facility Revolving Loan Commitment at
		such time; 
	 

	 
		(v) shall not be made (and shall not be
		required to be made) by any Dual Borrower Dual Currency Facility RL Lender if
		the making of same would cause the Aggregate Dual Borrower Dual Currency
		Facility RL Exposure (after giving effect to the use of the proceeds thereof on
		the date of the incurrence thereof to repay any amounts theretofore outstanding
		pursuant to this Agreement) to exceed the Total Dual Borrower Dual Currency
		Facility Revolving Loan Commitment as then in effect; and
	 

	 
		(vi) shall not be made (and shall not be
		required to be made) to the Dutch Borrower until all of the conditions
		specified in Section 7.04 have been satisfied in full; 
	 

	 
		provided that the Dutch Borrower shall have no liability with
		respect to any U.S. Borrower Dual Currency Facility Revolving Loans which may
		be extended to, and which constitute obligations of, the U.S.
		Borrower.”.
	 

	 
		34. Section 2.01 of the Credit Agreement is
		hereby further amended by inserting clause (j) at the end of said
		Section:
	 

	 
		“(j) Redesignation of Certain Revolving Loan
		Commitments. (I) On the Second
		Amendment Effective Date and immediately after giving effect thereto, (i) the
		Convertible Portion of the Dollar Facility Revolving Loan Commitment of each
		Incremental Dual Borrower Dual Currency Facility RL Lender shall automatically
		(and without further action) be converted into, and thereupon constitute, a
		“Dual Borrower Dual Currency Revolving Loan Commitment” of such
		Incremental Dual Borrower Dual Currency Facility RL Lender for all purposes of
		the Credit Agreement and the other Credit Documents and (ii) such Incremental
		Dual Borrower Dual Currency Facility RL Lender shall constitute a “Dual
		Borrower Dual Currency Facility RL Lender” with respect to the Dual
		Borrower Dual Currency Revolving Loan Commitment resulting from such
		conversion; provided that (1) concurrently with the consummation of the
		conversions described above in this Section 2.01(j)(I), the Dollar Facility
		Revolving Loan Commitment of each Incremental Dual Borrower Dual Currency
		Facility RL Lender shall be reduced on a dollar-for-dollar basis by the amount
		of the Convertible Portion of the Dollar Facility Revolving Loan Commitment of
		such Incremental Dual Borrower Dual Currency Facility RL Lender so converted,
		(2) the Dollar Facility RL Percentages (and related L/C Participation
		Percentages) of the Dollar Facility RL Lenders (after giving effect to the
		reduction to the Total Dollar Facility Revolving Loan Commitment and the Dollar
		Facility Revolving Loan Commitments of certain RL Lenders as contemplated
		hereby) and the Dual Borrower Dual Currency Facility RL Percentages of the Dual
		Borrower Dual Currency Facility RL Lenders (after giving effect to the increase
		in the Total Dual Borrower Dual Currency Facility Revolving Loan Commitment and
		the Dual Borrower Dual Currency Facility Revolving Loan Commitments of certain
		RL Lenders as contemplated hereby) shall, in each case, be automatically
		adjusted at such time to 
	 

	 
		 
	 

	 
		 
	 

	 
		-16-
	 

	 
		 
	 



	 
	 

	 

	 
		give effect to the adjustments contemplated
		by this Section 2.01(j)(I), (3) the relevant Borrowers shall, in coordination
		with the Administrative Agent, (x) repay outstanding Dollar Facility Revolving
		Loans and/or Dual Borrower Dual Currency Facility Revolving Loans of certain of
		the RL Lenders, and incur additional Dollar Facility Revolving Loans and/or
		Dual Borrower Dual Currency Facility Revolving Loans from certain other RL
		Lenders and/or (y) take such other actions as may be required by the
		Administrative Agent, in each case to the extent necessary so that (A) all of
		the Dollar Facility RL Lenders effectively participate in each outstanding
		Borrowing of Dollar Facility Revolving Loans pro
		rata on the basis of their Dollar Facility RL Percentages
		(determined after giving effect to the decrease in the Dollar Facility
		Revolving Loan Commitment of each RL Lender (and the increase in the Dual
		Borrower Dual Currency Facility Revolving Loan Commitment of each RL Lender)
		pursuant to this Section 2.01(j)(I)) and (B) all Dual Borrower Dual Currency
		Facility RL Lenders effectively participate in each outstanding Borrowing of
		Dual Borrower Dual Currency Facility Revolving Loans pro
		rata on the basis of their Dual Borrower Dual Currency
		Facility RL Percentages (determined after giving effect to the increase in the
		Dual Borrower Dual Currency Facility Revolving Loan Commitment of each RL
		Lender (and the decrease in the Dollar Facility Revolving Loan Commitment of
		each RL Lender) pursuant to this Section 2.01(j)(I)),
		(4) the relevant Borrower shall pay to the respective RL Lenders any
		costs of the type referred to in Section 2.11 in connection with any repayment
		and/or Borrowing required pursuant to preceding clause (3), and (5) the U.S.
		Borrower shall have complied with any applicable repayment requirements of
		Section 5.02(a)(ii) (after giving effect to the other transactions contemplated
		by this Section 2.01(j)(I)). 
	 

	 
		(II) From time to time after the Second
		Amendment Effective Date, upon 10 Business Days’ prior written notice from
		the U.S. Borrower and the Dutch Borrower, each Incremental Dual Borrower Dual
		Currency Facility RL Lender shall redesignate such portion of its Incremental
		Dual Borrower Dual Currency Facility Revolving Loan Commitment (as specified by
		the Borrowers in such written notice) as a Dollar Facility Revolving Loan
		Commitment, in any such case pursuant to a written agreement entered into, and
		executed by, the respective Dual Borrower Dual Currency Facility RL Lender, the
		Administrative Agent, the U.S. Borrower and the Dutch Borrower in form and
		substance satisfactory to such parties (each, a “Revolver Re-Allocation Agreement”); provided that
		(1) any notice delivered by the relevant Borrowers pursuant to this Section
		2.01(j)(II) shall provide for the redesignation of the Incremental Dual
		Borrower Dual Currency Facility Revolving Loan Commitments held by all
		Incremental Dual Borrower Dual Currency Facility RL Lenders on a
		pro rata basis
		(based on the Incremental Dual Borrower Dual Currency Facility Revolving Loan
		Commitments of all Incremental Dual Borrower Dual Currency Facility RL
		Lenders), (2) the Dual Borrower Dual Currency Facility Revolving Loan
		Commitment of each Incremental Dual Borrower Dual Currency Facility RL Lender
		shall be reduced on a dollar-for-dollar basis by the amount of the increase in
		the Dollar Facility Revolving Loan Commitment of such RL Lender effected
		pursuant to the respective Revolver Re-Allocation Agreement, (3) the relevant
		Borrowers shall, in coordination with the Administrative Agent, take the
		actions contemplated by clauses (3) and (4) of Section 2.01(j)(I), (4) no
		Default or Event of Default then exists or would result therefrom, and (5) the
		guaranties and security required by Section 9.17(a) shall be released if
		required by Section 9.17(b).”.
	 

	 
		 
	 

	 
		 
	 

	 
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		35. Section 2.03 of the Credit Agreement is
		hereby amended by inserting the text “, Dutch Borrower Dual Currency
		Facility Revolving Loans” immediately following the text “U.S.
		Borrower Dual Currency Facility Revolving Loans” appearing in said
		Section.
	 

	 
		36. Section 2.05(a) of the Credit Agreement
		is hereby amended by (i) deleting the text “and the U.S. Borrower’s
		(in the case of Tranche C” appearing in said Section and inserting the
		text “, the U.S. Borrower’s (in the case of Tranche C” in lieu
		thereof, (ii) inserting the text “and the Dutch Borrower’s (in the
		case of Dutch Borrower Dual Currency Facility Revolving Loans)”
		immediately preceding the text “obligation to pay the principal of, and
		interest on, the Loans” appearing therein, (iii) deleting the text
		“and (viii)” appearing therein and inserting the text “,
		(viii)” in lieu thereof, and (iv) inserting at the end of said Section the
		following new text:
	 

	 
		“and (ix) if Dutch Borrower Dual
		Currency Facility Revolving Loans, by a promissory note duly executed and
		delivered by the Dutch Borrower substantially in the form of Exhibit B-10,
		with blanks appropriately completed in conformity herewith (each, a
		“Dutch Borrower Dual Currency
		Facility Revolving Note” and,
		collectively, the “Dutch Borrower
		Dual Currency Facility Revolving Notes”)”.
	 

	 
		37. Section 2.05 of the Credit Agreement is
		hereby further amended by inserting the following new clause (l) at the end of
		said Section:
	 

	 
		“(l) The Dutch Borrower Dual Currency
		Facility Revolving Note issued to each Dual Borrower Dual Currency Facility RL
		Lender shall (i) be executed by the Dutch Borrower, (ii) be payable to the
		order of such Dual Borrower Dual Currency Facility RL Lender (or an affiliate
		designated by such Dual Borrower Dual Currency Facility RL Lender) or its
		registered assigns and be dated the MAPS Acquisition Date (or, if issued
		thereafter, the date of issuance thereof), (iii) be in a stated principal
		amount (expressed in U.S. Dollars) equal to the Dual Borrower Dual Currency
		Facility Revolving Loan Commitment of such Dual Borrower Dual Currency Facility
		RL Lender on the date of issuance thereof (or, if issued after the termination
		of such Dual Borrower Dual Currency Facility Revolving Loan Commitment, in an
		amount equal to the Individual Dual Borrower Dual Currency Facility RL Exposure
		of the respective Dual Borrower Dual Currency Facility RL
		Lender), provided that if, because of fluctuations in exchange rates
		after the date of issuance thereof, the Dutch Borrower Dual Currency Facility
		Revolving Note of any Dual Borrower Dual Currency Facility RL Lender would not
		be at least as great as the outstanding principal amount (taking the U.S.
		Dollar Equivalent of all Euro Denominated Revolving Loans evidenced thereby) of
		the Dual Borrower Dual Currency Facility Revolving Loans made by such Dual
		Borrower Dual Currency Facility RL Lender at any time outstanding, the
		respective Dual Borrower Dual Currency Facility RL Lender may request (and in
		such case the Dutch Borrower shall promptly execute and deliver) a new Dutch
		Borrower Dual Currency Facility Revolving Note in an amount equal to the
		aggregate principal amount (taking the U.S. Dollar Equivalent of all Euro
		Denominated Revolving Loans evidenced thereby) of the Dual Borrower Dual
		Currency Facility Revolving Loans of such Dual Borrower Dual Currency Facility
		RL Lender outstanding on the date of the issuance of such new Dutch Borrower
		Dual Currency Facility Revolving Note, (iv) with respect to each Dutch Borrower
		Dual Currency Facility Revolving Loan evidenced thereby, be payable (subject to
		Section 2.14) in the 
	 

	 
		 
	 

	 
		 
	 

	 
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		respective Available Currency in which such
		Dual Borrower Dual Currency Facility Revolving Loan was made, provided that
		the obligations with respect to each Euro Denominated Revolving Loan evidenced
		thereby shall be subject to conversion into Dollar Denominated Loans as
		provided in (and in the circumstances contemplated by) Section 2.14, (v) mature
		on the Revolving Loan Maturity Date, (vi) bear interest as provided in the
		appropriate clause of Section 2.08 in respect of the Base Rate Loans,
		Eurodollar Loans or Euro Denominated Revolving Loans, as applicable, evidenced
		thereby, (vii) be subject to voluntary prepayment as provided in Section 5.01
		and mandatory repayment as provided in Section 5.02 and (viii) be entitled to
		the benefits of this Agreement and the other Credit Documents.”.
	 

	 
		38. Section 2.07 of the Credit Agreement is
		hereby amended by deleting the text “U.S. Borrower Dual Currency Facility
		Revolving Loans” appearing in said Section and inserting the text
		“Dual Borrower Dual Currency Facility Revolving Loans” in lieu
		thereof.
	 

	 
		39. Section 2.08(a) of the Credit Agreement
		is hereby amended by inserting the text “, the Dutch Borrower hereby
		agrees to pay (in the case of Dutch Borrower Dual Currency Facility Revolving
		Loans, in each case maintained as Base Rate Loans)” immediately preceding
		the text “and the Canadian Borrower hereby agrees to pay” appearing
		in said Section.
	 

	 
		40. Section 2.08(b) of the Credit Agreement
		is hereby amended by inserting the text “, the Dutch Borrower hereby
		agrees to pay (in the case of Dutch Borrower Dual Currency Facility Revolving
		Loans, in each case maintained as Eurodollar Loans)” immediately preceding
		the text “and the Canadian Borrower hereby agrees to pay” appearing
		in said Section.
	 

	 
		41. Section 2.08(h) of the Credit Agreement
		is hereby amended by deleting the text “The U.S. Borrower” appearing
		in said Section and inserting the text “The U.S. Borrower hereby agrees to
		pay (in the case of Euro Denominated Loans made to it) and the Dutch Borrower
		hereby agrees to pay (in the case of Dutch Borrower Dual Currency Facility
		Revolving Loans maintained as Euro Denominated Loans),” in lieu
		thereof.
	 

	 
		42. Section 2.09 of the Credit Agreement is
		hereby amended by (i) deleting the text “and (y) in all other cases, one,
		two, three or six-month period or, to the extent agreed to by all Lenders
		required to make Loans under the respective Tranche, a nine or twelve-month
		period” appearing in said Section and inserting the following text in lieu
		thereof:
	 

	 
		“, (y) in the case of Revolving Loans
		maintained as Euro Rate Loans or in the circumstances contemplated by clause
		(B) of the proviso appearing in each of Sections 2.01(b)(iii) and (c)(iii), a
		one-week or two-week period, and (z) in all other cases, one, two, three or
		six-month period or, to the extent agreed to by all Lenders required to make
		Loans under the respective Tranche, a nine or twelve-month period”
		,
	 

	 
		and (ii) inserting the text “, the
		Dutch Borrower” after each occurrence of the text “the U.S.
		Borrower” appearing in the last two sentences of said Section.
	 

	 
		43. Section 2.13 of the Credit Agreement is
		hereby amended by inserting the text “, the Dutch Borrower” after
		each occurrence of the text “the U.S. Borrower” appearing in the last
		two sentence of said Section.
	 

	 
		 
	 

	 
		 
	 

	 
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		44. Section 2.15(a) of the Credit Agreement
		is hereby amended by (i) inserting the text “(other than the Dutch
		Borrower)” immediately after the text “, each Borrower”
		appearing in the first sentence of said Section, and (ii) deleting clause (v)
		of said Section and inserting the following new clause (v) in lieu
		thereof:
	 

	 
		“(v) the aggregate amount of all
		Incremental Term Loan Commitments provided pursuant to this Section 2.15 on and
		after the Second Amendment Effective Date (exclusive of up to €65,000,000
		of Incremental Term Loan Commitments made available on the MAPS Acquisition
		Date to finance the MAPS Acquisition and taking the U.S. Dollar Equivalent of
		any Incremental Term Loan Commitments denominated in Canadian Dollars or Euros)
		shall not exceed U.S.$200,000,000 (provided that at
		no time may the sum of (x) the aggregate amount of all Incremental Term Loan
		Commitments provided pursuant to this Section 2.15 on and after the Second
		Amendment Effective Date (exclusive of up to €65,000,000 of Incremental
		Term Loan Commitments made available on the MAPS Acquisition Date to finance
		the MAPS Acquisition and taking the U.S. Dollar Equivalent of any Incremental
		Term Loan Commitments denominated in Canadian Dollars or Euros) and (y) the
		aggregate principal amount of Additional Senior Subordinated Notes issued
		pursuant to Section 10.01(a)(xiii) and outstanding at such time, exceed
		U.S.$300,000,000)”.
	 

	 
		45. Section 3.01(a) of the Credit Agreement
		is hereby amended by inserting the text “(other than the Dutch
		Borrower)” immediately after the text “a Borrower” appearing in
		the first sentence of said Section. 
	 

	 
		46. Section 4.01(e) of the Credit Agreement
		is hereby amended by deleting the text “the Borrowers” appearing in
		said Section and inserting the text “the relevant Incremental Term Loan
		Borrower” in lieu thereof.
	 

	 
		47. Section 4.02(a) of the Credit Agreement
		is hereby amended by inserting the following text before the period at the end
		of said Section:
	 

	 
		“, it being understood that any
		reduction to the Total Dual Borrower Dual Currency Facility Revolving Loan
		Commitment shall concurrently apply to proportionately and permanently reduce
		the Incremental Dual Borrower Dual Currency Facility Revolving Loan Commitments
		of each of the Incremental Dual Borrower Dual Currency Facility RL Lender (with
		such reduction to apply ratably among such Incremental Dual Borrower Dual
		Currency Facility RL Lenders based on their respective Incremental Dual
		Borrower Dual Currency Facility Revolving Loan Commitments)”.
	 

	 
		48. Section 4.02(c) of the Credit Agreement
		is hereby amended by inserting the text “, the Dutch Borrower”
		immediately prior to after the occurrence of the text “and the Canadian
		Borrower” and “or the Canadian Borrower” appearing in said
		Section.
	 

	 
		49. Section 5.01 of the Credit Agreement is
		hereby amended by (i) deleting the text “U.S. Borrower Dual Currency
		Facility Revolving Loans” appearing in clause (vii) of said Section and
		inserting the text “Dual Borrower Dual Currency Facility Revolving
		Loans” in lieu thereof and (ii) inserting the text “Dutch Borrower
		Dual Currency Facility Revolving Loans,”
	 

	 
		 
	 

	 
		 
	 

	 
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		immediately after each other appearance of
		the text “U.S. Borrower Dual Currency Facility Revolving Loans,”
		appearing in said Section.
	 

	 
		50. Section 5.02(a) of the Credit Agreement
		is hereby amended by deleting clause (iii) of said Section in its entirety and
		inserting the following new clause (iii) in lieu thereof:
	 

	 
		“(iii) If on any date the Aggregate
		Dual Borrower Dual Currency Facility RL Exposure exceeds the Total Dual
		Borrower Dual Currency Facility Revolving Loan Commitment as then in effect,
		the U.S. Borrower shall prepay on such date the principal of outstanding U.S
		Borrower Dual Currency Facility Revolving Loans, and/or the Dutch Borrower
		shall prepay on such date the principal of outstanding Dutch Borrower Dual
		Currency Facility Revolving Loans, in an aggregate amount (in the case of
		payments made with respect to Euro Denominated Revolving Loans, taking the U.S.
		Dollar Equivalent of the amounts paid in Euros in which payments on such Loans
		are owing) equal to such excess.”.
	 

	 
		51. Section 5.02 of the Credit Agreement is
		hereby amended by deleting clause (d) of said Section in its entirety and
		inserting the following new clause (d) in lieu thereof:
	 

	 
		“(d) In addition to any other mandatory
		repayments or commitment reductions pursuant to this Section 5.02, on each date
		on or after the Second Amendment Effective Date on which Holdings or any of its
		Subsidiaries receives any cash proceeds from any incurrence of Indebtedness
		(other than Indebtedness permitted to be incurred pursuant to clauses (i)
		through (xiii), inclusive, clause (xiv) (except to the extent the Indebtedness
		incurred pursuant to said clause exceeds the Securitization Threshold Amount
		then in effect) and clauses (xv), (xvii) and (xviii) of Section 10.01(a), in
		each case as in effect of the Second Amendment Effective Date), an amount equal
		to 100% of the Net Proceeds of the respective incurrence of Indebtedness, shall
		be applied as a mandatory repayment in accordance with the requirements of
		Sections 5.02(g) and (h) (it being understood that the transfer of Receivables
		in connection with the establishment of a Permitted Securitization (and any
		subsequent transfer of Receivables that results in an increase in the aggregate
		funded amount of any Permitted Securitization over the greatest aggregate
		funded amount previously outstanding thereunder) shall be treated as an
		incurrence of Indebtedness for purposes of this Section 5.02(d)).”.
		
	 

	 
		52. Section 5.02 of the Credit Agreement is
		hereby amended by deleting clause (f) of said Section in its entirety and
		inserting the following new clause (f) in lieu thereof:
	 

	 
		“(f) In addition to any other mandatory
		repayments or commitment reductions pursuant to this Section 5.02, on each
		Excess Cash Payment Date, an amount equal to the Applicable Prepayment
		Percentage of the Adjusted Excess Cash Flow for the relevant Excess Cash Flow
		Payment Period shall be applied as a mandatory repayment in accordance with the
		requirements of Sections 5.02(g) and (h).”.
	 

	 
		53. Section 7 of the Credit Agreement is
		hereby amended by inserting the following new Section 7.04 immediately after
		Section 7.03 of the Credit Agreement:
	 

	 
		 
	 

	 
		 
	 

	 
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		“7.04 Conditions Applicable to the Initial Incurrence of Dutch
		Borrower Dual Currency Revolving Loans.
		Prior to (or concurrently with) the first incurrence of Dutch Borrower Dual
		Currency Revolving Loans after the Second Amendment Effective Date, each of the
		following conditions shall have been satisfied:
	 

	 
		(i) the Administrative Agent shall have
		received from each Credit Party, certified copies of resolutions of the Board
		of Directors and, where relevant, the general meeting of the shareholders of
		each such Person with respect to the incurrence of Dutch Borrower Dual Currency
		Revolving Loans by the Dutch Borrower hereunder and such resolutions shall be
		satisfactory to the Administrative Agent; 
	 

	 
		(ii) the Administrative Agent shall have
		received from the Dutch Borrower a certificate, dated the Second Amendment
		Effective Date, signed by the president or any vice president of the Dutch
		Borrower, and attested to by the secretary or any assistant secretary of the
		Dutch Borrower, substantially in the form of Exhibit F to the Credit
		Agreement with appropriate insertions, together with copies of the deed of
		incorporation, articles of association and trade register exceptions of the
		Dutch Borrower and the resolutions of the Dutch Borrower referred to in such
		certificate, and the foregoing shall be reasonably satisfactory to the
		Administrative Agent;
	 

	 
		(iii) all Company and legal proceedings with
		respect to the Dutch Borrower shall be reasonably satisfactory in form and
		substance to the Administrative Agent, and the Administrative Agent shall have
		received all information and copies of all documents and papers, including
		records of Company proceedings, governmental approvals, good standing
		certificates and bring-down telegrams or facsimiles, if any, which the
		Administrative Agent may have reasonably requested in connection therewith,
		such documents and papers where appropriate to be certified by proper Company
		or governmental authorities;
	 

	 
		(iv) the Administrative Agent shall have
		received from each of (i) Fried Frank Harris Shriver & Jacobson LLP,
		special counsel to the Credit Parties, (ii) Timothy W. Hefferon, General
		Counsel of Holdings, (iii) Shumaker, Loop & Kendrick, LLP, special Ohio
		counsel to the U.S. Borrower, (iv) Miller Canfield Paddock & Stone LLP,
		special Canadian counsel to the Canadian Credit Parties, and (v) Freshfields
		Bruckhaus Deringer, special Dutch counsel to the Dutch Borrower, an opinion
		addressed to the Administrative Agent, the Collateral Agent and each of the
		Lenders in form and substance reasonably satisfactory to the Administrative
		Agent, and covering such matters incident to the MAPS Acquisition, the due
		authorization, execution and delivery of the Second Amendment by the Dutch
		Borrower and the related transactions as the Administrative Agent may
		reasonably request (including an opinion as to no conflict with the Senior
		Subordinated Notes Indenture and the Senior Notes Indenture);
	 

	 
		 
	 

	 
		 
	 

	 
		-22-
	 

	 
		 
	 



	 
	 

	 

	 
		(v) the Administrative Agent shall have
		received for the account of each relevant Lender the appropriate Dutch Borrower
		Dual Currency Revolving Loan Note for such Lender, in the amount, maturity and
		as otherwise provided in Section 2.05;
	 

	 
		(vi) each U.S. Credit Party shall have duly
		authorized, executed and delivered an amended and restated U.S. Security
		Agreement and U.S. Pledge Agreement substantially in the form of Exhibits H-1A
		and I-1A, respectively, and such Credit Documents shall be in full force and
		effect; 
	 

	 
		(vii) each Canadian Credit Party shall have
		duly authorized, executed and delivered an amended and restated Canadian
		Security Agreement and Canadian Pledge Agreement substantially in the form of
		Exhibits H-2A and I-2A, respectively, and such Credit Documents shall be in
		full force and effect; 
	 

	 
		(viii) each U.S. Subsidiary Guarantor shall
		have duly authorized, executed and delivered an amended and restated U.S.
		Subsidiaries Guaranty substantially in the form of Exhibit G-1A, and such
		Credit Document shall be in full force and effect; 
	 

	 
		(ix) each Canadian Subsidiary Guarantor
		shall have duly authorized, executed and delivered an amended and restated
		Canadian Subsidiaries Guaranty substantially in the form of Exhibit G-2A, and
		such Credit Document shall be in full force and effect; 
	 

	 
		(x) each Credit Party and each other
		Subsidiary of Holdings which is an obligee or obligor with respect to any
		Intercompany Debt shall have duly authorized, executed and delivered an amended
		and restated Intercompany Subordination Agreement substantially in the form of
		Exhibit N-1, and such Credit Document shall be in full force and effect;

	 

	 
		(xi) the Administrative Agent shall have
		received a letter from Corporation Service Company, presently located at 80
		State Street, Albany, New York, 12207, substantially in the form of Exhibit M
		(as amended hereby), indicating its consent to its appointment by the Dutch
		Borrower as its agent to receive service of process as specified in Section
		13.08; 
	 

	 
		(xii) the MAPS Acquisition shall have been
		consummated in accordance with the requirements of Section 1 of Part A of the
		Second Amendment; and
	 

	 
		(xiii) the U.S. Borrower shall have taken
		(or caused to be taken) all actions pursuant to Section 13.19 as may be
		requested by the Collateral Agent to ensure the perfection of the security
		interest of the Collateral Agent in the Equity Interests of the Dutch Holding
		Company referred to in clause (i) of the definition of “Dutch Holding
		Companies”.”.
	 

	 
		54. Section 8.04 of the Credit Agreement is
		hereby amended by inserting the following new clauses (i) and (j) at the end of
		said Section:
	 

	 
		 
	 

	 
		 
	 

	 
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		“(i) The U.S. Borrower has furnished
		prior to the MAPS Acquisition Date to the Agents and to the Lenders its
		pro forma
		consolidated balance sheet as of December 31, 2006, prepared giving effect to
		the MAPS Acquisition and the financing thereof as if the same had occurred on
		such date. Such pro forma
		consolidated balance sheet (i) has been prepared in good faith based on the
		same assumptions used to prepare the pro
		forma financial statements included in the 2007 Information
		Memorandum (which assumptions are believed by the U.S. Borrower to be
		reasonable at the time made available to the Lenders and as of the MAPS
		Acquisition Date), (ii) subject to the assumptions and qualifications described
		in the 2007 Information Memorandum, accurately reflects all adjustments
		necessary to give effect to the MAPS Acquisition and the financing thereof and
		(iii) presents fairly, in all material respects, the pro
		forma financial position of the U.S. Borrower and the
		Subsidiaries as of December 31, 2007 as if the MAPS Acquisition and the
		financing thereof had occurred on such date.
	 

	 
		(j) The U.S. Borrower has furnished prior to
		the Second Amendment Effective Date to the Agents and to the Lenders in the
		2007 Information Memorandum financial projections of the U.S. Borrower and its
		Subsidiaries (after giving effect to the MAPS Acquisition and the related
		financing thereof) for the four Fiscal Years ended after the Second Amendment
		Effective Date (the “Updated 2007
		Projections”). The Updated 2007
		Projections have been prepared on a basis consistent with the financial
		statements referred to in Section 8.04(a) and are based on good faith estimates
		and assumptions made by the management of the U.S. Borrower.”.
	 

	 
		55. Section 8.12 of the Credit Agreement is
		hereby amended by inserting the text “and the Dutch Borrower”
		immediately after the text “Canadian Borrower” appearing in clause
		(c) of said Section.
	 

	 
		56. Section 9.01(c) of the Credit Agreement
		is hereby amended by (i) deleting the text “Sections 10.12, 10.13 and
		10.14” appearing in said Section and inserting the text “Sections
		10.13 and 10.14 (and the Senior Secured Leverage Ratio as of the last day of
		the Fiscal Quarter or Fiscal Year, as the case may be, then last ended)”
		in lieu thereof, (ii) inserting the text “Adjusted Excess Cash Flow
		and” prior to the first reference to “Excess Cash Flow”
		appearing in said Section, (iii) deleting the word “and” appearing
		after the text “Cash Flow Payment Period” appearing in said Section
		and inserting a comma in lieu thereof, (iv) deleting the text “pursuant to
		clause (xi)” appearing in said Section and inserting the text
		“pursuant to clauses (xi) and (xiii)” in lieu thereof, and (v)
		inserting the following new text immediately prior to the semi-colon at the end
		of said Section:
	 

	 
		“and (iv) setting forth the amounts
		charged to the Foreign/JV Basket Amount and the Retained Excess Cash Flow
		Amount since the Second Amendment Effective Date, together with, at the
		election of a Permitted Holder, if such certificate demonstrates an Event of
		Default with respect to any covenant under Section 10.13, a certificate
		from such Permitted Holder of its notice of its intent to cure (a
		“Notice of Intent to
		Cure”) such Event of Default
		pursuant to Section 11.02; provided that
		the delivery of a Notice of Intent to Cure shall in no way affect or alter the
		occurrence, existence or continuation of any such Event of 
	 

	 
		 
	 

	 
		 
	 

	 
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		Default or the rights, benefits, powers and
		remedies of the Administrative Agent and the Lenders under any Credit
		Document”.
	 

	 
		57. Section 9.13 of the Credit Agreement is
		hereby amended by (i) inserting the text “(other than the Dutch
		Borrower)” immediately after the first reference to the text “Credit
		Agreement Party” appearing in clause (a) of said Section and (ii)
		inserting the text “(other than the Dutch Borrower)” immediately
		after each reference to the text “Credit Agreement Party” appearing
		in clauses (b) and (c) of said Section.
	 

	 
		58. Section 9.14 of the Credit Agreement is
		hereby amended by deleting the text “Sections 10.12, 10.13 and 10.14”
		appearing in said Section and inserting the text “Sections 10.13 and
		10.14” in lieu thereof.
	 

	 
		59. Section 9 of the Credit Agreement is
		hereby further amended by inserting the following new Sections 9.16 and 9.17
		after Section 9.15 appearing in said Section:
	 

	 
		“9.16 Mortgages Amendments in Connection with the Second
		Amendment. Within 60 days following the
		MAPS Acquisition Date, the U.S. Borrower shall have delivered, or caused to be
		delivered, to the Collateral Agent fully executed counterparts of amendments,
		in form and substance satisfactory to the Administrative Agent, to each of the
		Mortgages covering a Mortgaged Property located in the United States or any
		State thereof, together with evidence that counterparts of each such amendment
		have been delivered to the title company insuring the Lien on such Mortgages
		for recording in all places to the extent necessary or desirable, in the
		judgment of the Collateral Agent, effectively to maintain a valid and
		enforceable first priority mortgage lien on such Mortgaged Properties in favor
		of the Collateral Agent for the benefit of the Secured Creditors securing all
		of the Obligations (including the full principal amount of all U.S. Borrower
		Incremental Term Loans incurred on the MAPS Acquisition Date and all Dutch
		Borrower Dual Borrower Dual Currency Facility Revolving Loans); provided that
		the Administrative Agent may (in its sole discretion) extend such 60 day period
		by up to an additional 60 days, so long as the U.S. Borrower is working
		diligently in good faith to comply, or cause its Subsidiaries to comply, with
		the applicable covenants described above.
	 

	 
		9.17 Additional Guaranties and Security in Connection with a
		Revolver Re-Allocation. (a) Within 45
		days following the Additional Foreign Collateral Trigger Date, (i) the U.S.
		Borrower shall have caused each Dutch Holding Company (unless otherwise agreed
		by the Administrative Agent in its sole discretion), the Dutch Borrower and
		each Wholly-Owned Subsidiary of the Dutch Borrower organized under the laws of
		Germany (each, a “German
		Guarantor”) to (x) execute and
		deliver security documents and guaranties in form and substance satisfactory to
		the Administrative Agent and covering the Obligations of the Dutch Borrower
		under this Agreement and (y) deliver opinions of counsel, in each case from
		counsel, and in form and substance, reasonably satisfactory to the
		Administrative Agent, together with customary officers’ certificates and
		other customary closing deliverables, and (ii) each Credit Agreement Party
		shall have entered into such technical amendments 
	 

	 
		 
	 

	 
		 
	 

	 
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		to this Agreement as may be reasonably
		requested by the Administrative Agent in connection with the matters described
		in this Section 9.17, including, without limitation, (x) the addition of a
		covenant requiring after-acquired Subsidiaries organized under the laws of
		Germany to execute and deliver guaranties and security documents covering the
		Obligations of the Dutch Borrower hereunder in a manner akin to the
		requirements applicable to after-acquired Canadian Subsidiaries pursuant to
		Section 9.12 and (y) limitations on intercompany mergers, consolidations,
		liquidations, loans and asset transfers involving the German Guarantors on a
		basis akin to the treatment provided herein for the Dutch Borrower;
		provided that the Administrative Agent may (in its sole
		discretion) extend the 45-day period following the Additional Foreign
		Collateral Trigger Date described above by up to an additional 30 days, so long
		as the U.S. Borrower is working diligently in good faith to comply, or cause
		its Subsidiaries to comply, with the applicable requirements described above.
		Each Lender hereby consents to, and authorizes the Administrative Agent and the
		Collateral Agent (on their behalf) to enter into, such amendments to this
		Agreement, and such other guaranties and security documents as are described
		above in this Section 9.17, and further agrees, at the request of the
		Administrative Agent, to execute such amendments to this Agreement that are
		consistent with the foregoing agreements.
	 

	 
		(b) Notwithstanding the foregoing, at any
		time on and after the date on which the Incremental Dual Borrower Dual Currency
		Facility Revolving Loan Commitments of all RL Lenders shall have been reduced
		to zero as a result of one or more Commitment re-allocations pursuant to
		Section 2.01(j)(II), the Administrative Agent and the Collateral Agent shall
		(at the request and expense of the Dutch Borrower) promptly release the
		guaranties and security provided by the Dutch Borrower and the German
		Guarantors described in Section 9.17(a).”.
	 

	 
		60. Section 10.01(a)(vi) of the Credit
		Agreement is hereby amended by (i) inserting the text “(other than the
		Dutch Borrower)” immediately after the text “other Credit Party”
		appearing in subclause (w) of said Section and (ii) inserting the text “or
		the Dutch Borrower)” immediately after the text “Canadian Credit
		Party” appearing in subclause (z) of said Section.
	 

	 
		61. Section 10.01(a)(xiii) of the Credit
		Agreement is hereby amended by (i) deleting clause (A) of the first proviso
		appearing in said Section and inserting the following new clause (A) in lieu
		thereof:
	 

	 
		“(A) at no time shall the sum of (x)
		the aggregate principal amount of Additional Senior Subordinated Notes issued
		pursuant this Section 10.01(a)(xiii) and outstanding at such time and (y) the
		aggregate amount of all Incremental Term Loan Commitments provided pursuant to
		Section 2.15 on and after the Second Amendment Effective Date (exclusive of up
		to €65,000,000 of Incremental Term Loan Commitments made available on the
		MAPS Acquisition Date to finance the MAPS Acquisition and taking the U.S.
		Dollar Equivalent of any Incremental Term Loan Commitments denominated in
		Canadian Dollars or Euros), exceed U.S.$300,000,000,”;
	 

	 
		 
	 

	 
		 
	 

	 
		-26-
	 

	 
		 
	 



	 
	 

	 

	 
		(ii) deleting the text “Sections 10.12
		and 10.13” appearing in said Section and inserting the text “Section
		10.13” in lieu thereof and (iii) deleting the text “2.50 to
		1.00” appearing in said definition and inserting the text “3.25:1.00
		(or, at any time on or after December 31, 2008, 3.00:1.00)” in lieu
		thereof. 
	 

	 
		62. Section 10.01(a) of the Credit Agreement
		is hereby further amended by deleting clause (xiv) of said Section in its
		entirety and inserting the following new clause (xiv) in lieu thereof:
	 

	 
		“(xiv) Permitted Securitizations,
		provided that the Net Proceeds from each Permitted
		Securitization established pursuant to this clause (xiv) which exceeds the
		Securitization Threshold Amount shall have been applied to prepay Term Loans
		as, and to the extent, required by Section 5.02(d);”.
	 

	 
		63. Section 10.01(a)(xv) of the Credit
		Agreement is hereby amended by deleting the text “U.S.$40,000,000”
		appearing in said Section and inserting the text “U.S.$75,000,000” in
		lieu thereof.
	 

	 
		64. Section 10.01(a)(xviii) of the Credit
		Agreement is hereby amended by (i) inserting the text “and the Dutch
		Borrower” immediately after the text “Holdings” appearing in
		said Section, (ii) deleting the text “U.S.$15,000,000” appearing in
		said Section and inserting the text “U.S.$50,000,000” in lieu thereof
		and (iii) deleting the word “and” at the end of said Section.
	 

	 
		65. Section 10.01(a) of the Credit Agreement
		is hereby further amended by (i) deleting the period at the end of clause (xix)
		of said Section and inserting the text “; and” in lieu thereof and
		(ii) inserting the following new clause (xx) at the end of said Section:

	 

	 
		“(xx) if the Lindau Mortgage is assumed
		in connection with the MAPS Acquisition, Indebtedness secured by the Lindau
		Mortgage in an aggregate principal amount not to €10,825,000 at any time
		outstanding”.
	 

	 
		66. Section 10.02(a)(ix) of the Credit
		Agreement is hereby amended by inserting the text “(other than the Dutch
		Borrower)” immediately after the text “another Credit Party”
		appearing in said Section.
	 

	 
		67. Section 10.02(a)(xii) of the Credit
		Agreement is hereby amended by inserting the text “, and, if the Lindau
		Mortgage is assumed in connection with the MAPS Acquisition, Liens evidenced by
		the Lindau Mortgage” immediately prior to the semi-colon at the end of
		said Section.
	 

	 
		68. Section 10.03(a) of the Credit Agreement
		is hereby amended by inserting the text “or the Dutch Borrower”
		immediately after the text “(other than a Canadian Credit Party” in
		each place such text appears in said Section.
	 

	 
		69. Section 10.03 of the Credit Agreement is
		hereby further amended by inserting the following new clause (e) at the end of
		said Section:
	 

	 
		 
	 

	 
		 
	 

	 
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		“(e) Notwithstanding anything to the
		contrary contained in Section 10.03(b), no Dutch Holding Company will (i)
		engage in any business or activity other than the ownership of all the
		outstanding Equity Interests of another Dutch Holding Company or the Dutch
		Borrower, as applicable, and activities incidental thereto or (ii) own or
		acquire any material assets (other than Equity Interests of another Dutch
		Holding Company, the Dutch Borrower and intercompany notes evidencing
		intercompany loans permitted by Section 10.01) or incur any liabilities (other
		than liabilities under the Credit Documents, intercompany loans permitted by
		Section 10.01 and liabilities reasonably incurred in connection with its
		maintenance of its existence).”.
	 

	 
		70. Section 10.04(d) of the Credit Agreement
		is hereby amended by (i) inserting the following new subclause (u) immediately
		prior to subclause (v) appearing in said Section:
	 

	 
		“(u) the U.S. Borrower may make a cash
		common equity contribution on the MAPS Acquisition Date to the Dutch Holding
		Company identified in clause (i) of the definition of “Dutch Holding
		Company” in an aggregate amount of not more than $120,000,000, the
		proceeds of which shall be used, directly or indirectly, to finance the MAPS
		Acquisition and pay related fees and expenses incurred in connection
		therewith,”,
	 

	 
		and (ii) inserting the word
		“Canadian” immediately prior to the second reference to the text
		“Credit Party” appearing in subclause (w) of said Section.
	 

	 
		71. Section 10.04(e) of the Credit Agreement
		is hereby amended by (i) inserting the word “(other than the Dutch
		Borrower)” immediately after the text “Credit Party” appearing
		in subclause (w) of said Section, (ii) deleting subclause (z) of said Section
		and inserting the following new subclause (z) in lieu thereof:
	 

	 
		“(z) any Foreign Subsidiary of the U.S.
		Borrower may make intercompany loans to any Credit Party (other than the Dutch
		Borrower), any Foreign Subsidiary of the U.S. Borrower (other than a Canadian
		Credit Party) may make intercompany loans to any Credit Party, the Dutch
		Borrower may make intercompany loans to any other Foreign Subsidiary of the
		U.S. Borrower and any Foreign Subsidiary of the U.S. Borrower that is not a
		Credit Party may make intercompany loans to any other Foreign Subsidiary of the
		U.S. Borrower that is not a Credit Party”,
	 

	 
		and (iii) inserting the text “(other
		than the Dutch Borrower)” immediately after the text “Credit
		Party” appearing in clause (I) of the proviso appearing in said
		Section.
	 

	 
		72. Section 10.04 of the Credit Agreement is
		hereby further amended by deleting clause (p) of said Section in its entirety
		and inserting the following new clause (p) in lieu thereof:
	 

	 
		“(p) Investments by the U.S. Borrower
		or any of its Subsidiaries (i) in the Dutch Borrower and Subsidiaries that are
		not Credit Parties (to the extent not otherwise permitted under clauses (c),
		(d) or (e) of this Section 10.04), (ii) in Permitted Joint Ventures and
		(iii) in respect of Foreign Permitted Acquisitions (the purchase price with
		respect to which shall be calculated as described in the definition of the term
		“Permitted Acquisition”), in an amount, as valued at cost at the time
		each such Investment is made 
	 

	 
		 
	 

	 
		 
	 

	 
		-28-
	 

	 
		 
	 



	 
	 

	 

	 
		(including all commitments for future
		Investments), not exceeding the Available Basket Amount in effect at such
		time;”.
	 

	 
		73. Section 10.04 of the Credit Agreement is
		hereby further amended by (i) deleting the word “and” at the end of
		clause (q) of said Section, (ii) deleting the period at the end of clause (r)
		of said Section and inserting the text “; and” in lieu thereof and
		(iii) inserting the following new clause (s) at the end of said Section:

	 

	 
		“(s) the MAPS Acquisition may be
		consummated in accordance with the requirements of Section 1 of Part A of the
		Second Amendment.”.
	 

	 
		74. Section 10.05(b) of the Credit Agreement
		is hereby further amended by (i) inserting the text “and the Dutch
		Borrower” immediately after the text “Holdings” appearing in
		subclauses (w) and (y) of said Section, and (ii) deleting subclause (z) of said
		Section in its entirety and inserting the following new subclause (z) in lieu
		thereof:
	 

	 
		“(z) by any Foreign Subsidiary of the
		U.S. Borrower (other than a Canadian Credit Party) to (1) any Credit Party
		(other than Holdings) or (2) except in the case of any sale, transfer or
		disposition by the Dutch Borrower, any other Foreign Subsidiary of the U.S.
		Borrower”.
	 

	 
		75. Section 10.05(k) of the Credit Agreement
		is hereby amended by (i) deleting the text “U.S.$10,000,000”
		appearing therein and inserting the text “U.S.$25,000,000” in lieu
		thereof and (ii) deleting the text “U.S.$25,000,000” appearing
		therein and inserting the text “U.S.$50,000,000” in lieu
		thereof.
	 

	 
		76. Section 10.08(b) of the Credit Agreement
		is hereby amended by deleting clause (iv) thereof in its entirety and inserting
		the following new clause (iv) in lieu thereof:
	 

	 
		“(iv) the U.S. Borrower may from time
		to time repurchase outstanding Senior Notes and/or Senior Subordinated Notes on
		the open market for cash, so long as:
	 

	 
		(I) (1) no Default or Event of Default then
		exists or would exist immediately after giving effect to the respective
		repurchase, (2) the aggregate amount of cash used to repurchase Senior Notes
		and Senior Subordinated Notes (and pay other amounts owing in connection
		therewith) pursuant to this clause (iv)(I) on and after the Second Amendment
		Effective Date does not exceed $15,000,000, (3) in the case of any repurchase
		of outstanding Senior Notes and/or Senior Subordinated Notes pursuant to this
		clause (iv)(I), the repurchase shall be made in a manner and at a price
		consistent with the prior practices of the U.S. Borrower with respect to
		repurchases made after the Closing Date and prior to the Second Amendment
		Effective Date, (4) any Senior Notes or Senior Subordinated Notes so purchased
		are cancelled promptly following the repurchase thereof, and (5) on the date of
		any such repurchase pursuant to this clause (iv)(I) an Authorized Officer of
		the U.S. Borrower shall have furnished to the Administrative Agent a
		certificate demonstrating compliance with this clause (iv)(I); or
	 

	 
		(II) (1) no Default or Event of Default then
		exists or would exist immediately after giving effect to the respective
		repurchase, (2) after giving effect to the respective 
	 

	 
		 
	 

	 
		 
	 

	 
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		repurchase pursuant to this clause (iv)(II)
		and the incurrence of any Revolving Loans and Swingline Loans to finance the
		same, the sum of (x) the Unrestricted cash and Permitted Investments of the
		U.S. Borrower and its Subsidiaries plus (y) the
		Total Unutilized Revolving Loan Commitment at such time shall equal or exceed
		$75,000,000, (3) immediately prior to and after giving effect to any such
		repurchase pursuant to this clause (iv)(II) and the incurrence of any
		Indebtedness to finance the same, on a Pro
		Forma Basis, as of the
		last day of the most recently ended Fiscal Quarter prior to such repurchase and
		for which financial statements are available, the Senior Secured Leverage Ratio
		shall be less than 2.00 to 1.00, (4) any Senior Notes or Senior Subordinated
		Notes so purchased are cancelled promptly following the repurchase thereof, and
		(5) on the date of any such repurchase pursuant to this clause (iv)(II) an
		Authorized Officer of the U.S. Borrower shall have furnished to the
		Administrative Agent a certificate demonstrating compliance with this clause
		(iv)(II); or
	 

	 
		(III) (1) no Default or Event of Default
		then exists or would exist immediately after giving effect to the respective
		repurchase, (2) the aggregate amount of cash used to repurchase Senior Notes
		and Senior Subordinated Notes (and pay other amounts owing in connection
		therewith) pursuant to this clause (iv)(III) does not exceed the Retained
		Excess Cash Flow Amount at such time, (3) any Senior Notes or Senior
		Subordinated Notes so purchased are cancelled promptly following the repurchase
		thereof, and (4) on the date of any such repurchase pursuant to this clause
		(iv)(III) an Authorized Officer of the U.S. Borrower shall have furnished to
		the Administrative Agent a certificate demonstrating compliance with this
		clause (iv)(III).”.
	 

	 
		77. Section 10.09(b) of the Credit Agreement
		is hereby amended by (i) inserting the text “(other than the Dutch
		Borrower)” after the text “other Credit Parties” appearing in
		clause (b)(x) of said Section, (ii) deleting the word “or” appearing
		in clause (b) of said Section and inserting a comma in lieu thereof and (iii)
		inserting the following text immediately prior to clause (c) of said
		Section:
	 

	 
		“or (z) the Credit Parties (other than
		the Dutch Borrower) and the Dutch Borrower not involving any other Affiliate,
		so long as the aggregate transaction value (as determined in good faith by the
		U.S. Borrower) for all such transactions described in this clause (z)
		consummated after the Second Amendment Effective Date does not exceed
		$2,000,000”. 
	 

	 
		78. Section 10.12 of the Credit Agreement is
		hereby amended by deleting said Section in its entirety and inserting the
		following new Section 10.12 in lieu thereof :
	 

	 
		“10.12 Reserved.
		[Reserved].”
	 

	 
		79. Section 10.13 of the Credit Agreement is
		hereby amended by deleting it in its entirety and inserting in lieu thereof the
		following new text:
	 

	 
		“10.13 Senior Secured Leverage Ratio. The U.S. Borrower will not permit the Senior Secured
		Leverage Ratio as of the last day of any Fiscal Quarter to exceed 3.25:1.0 (or,
		at any time on or after December 31, 2008, 3.00:1.00).”.
	 

	 
		 
	 

	 
		 
	 

	 
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		80. Section 10.14 of the Credit Agreement is
		hereby amended by deleting clause (d) of said Section in its entirety and
		inserting the following new clause (d) in lieu thereof:
	 

	 
		“(d) In addition to the Capital
		Expenditures permitted pursuant to the preceding paragraphs (a) through (c),
		Foreign Subsidiaries may make additional Capital Expenditures as part of a
		strategic acquisition or strategic development of assets which, together with
		Investments made under Section 10.04(p), do not exceed the Available Basket
		Amount in effect at such time.”.
	 

	 
		81. Section 11 is hereby amended by (i)
		retitling the heading of such Section “Events of Default and Remedies”, (ii) inserting the new text “11.01
		Events of Default.” at the beginning of such Section (but after the
		heading referred to in preceding clause (i)), (iii) inserting the text “;
		provided that any Event of Default under Section 10.13 is
		subject to cure as contemplated by Section 11.02” immediately prior
		to the semi-colon at the end of clause (c) of Section 11.01 (as retitled
		pursuant to preceding clause (ii)), and (iv) inserting the following new
		Section 11.02 at the end of such Section:
	 

	 
		“11.02 Equity Cure Right. (a) Notwithstanding anything to the contrary contained
		in Section 11.01, in the event of any Event of Default under any covenant
		set forth in Section 10.13 and until the expiration of the tenth (10th) day
		after the date on which financial statements are required to be delivered with
		respect to the applicable Fiscal Quarter hereunder, Holdings may engage in a
		Permitted Equity Issuance to any of the Permitted Holders and apply the amount
		of the Net Proceeds thereof to increase Consolidated EBITDA with respect to
		such applicable Fiscal Quarter; provided that
		such Net Proceeds (i) are actually received by the U.S. Borrower (including
		through capital contribution of such Net Proceeds by Holdings to the U.S.
		Borrower) no later than ten (10) days after the date on which financial
		statements are required to be delivered with respect to such Fiscal Quarter
		hereunder and (ii) do not exceed the aggregate amount necessary to cure such
		Event of Default under Section 10.13, as applicable, for any applicable Fiscal
		Quarter. The parties hereby acknowledge that this Section 11.02 may not be
		relied on for purposes of calculating any financial ratios other than as
		applicable to Section 10.13 and shall not result in any adjustment to any
		amounts other than the amount of the Consolidated EBITDA referred to in the
		immediately preceding sentence.
	 

	 
		(b) Notwithstanding the provisions of
		Section 11.02(a), in each period of four Fiscal Quarters, there shall be
		at least two (2) consecutive Fiscal Quarters in which no cure set forth in
		Section 11.02(a) is made.”.
	 

	 
		82. Each of the Credit Agreement and each
		other Credit Document is hereby further amended by deleting each occurrence of
		the text “Section 11” appearing therein (except as modified in
		Section 3 of this Second Amendment and the reference appearing in the title to
		such Section) and inserting the text “Section 11.01” in lieu
		thereof.
	 

	 
		83. Section 13.07(a) of the Credit Agreement
		is hereby amended by (i) inserting the text “and certain calculations
		shall take account of the financial condition and performance of
		Non-Consolidated Joint Ventures” immediately after the text “on a
		Pro Forma
		Basis” appearing 
	 

	 
		 
	 

	 
		 
	 

	 
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		in said Section and (ii) deleting the text
		“Sections 10.12 and 10.13” appearing in said Section and inserting
		the text “Section 10.13” in lieu thereof. 
	 

	 
		84. Section 13.08(a) of the Credit Agreement
		is hereby amended by (i) deleting the text “The Canadian Borrower”
		appearing in said Section and inserting the text “Each of the Canadian
		Borrower and the Dutch Borrower” in lieu thereof and (ii) deleting the
		text “the Canadian Borrower” appearing in said Section and inserting
		the text “each of the Canadian Borrower and the Dutch Borrower” in
		lieu thereof.
	 

	 
		85. The Credit Agreement is hereby further
		modified by supplementing Schedule I to the Credit Agreement (as to the
		relevant Tranches identified on Schedule I attached hereto) with the additional
		information relating to such Tranches as set forth on Schedule I attached
		hereto.
	 

	 
		86. Exhibit A-1 to the Credit Agreement is
		hereby amended by deleting same in its entirety and inserting in lieu thereof a
		new Exhibit A-1 in the form of Exhibit A-1 attached hereto.
	 

	 
		87. Exhibit A-2 to the Credit Agreement is
		hereby amended by deleting same in its entirety and inserting in lieu thereof a
		new Exhibit A-2 in the form of Exhibit A-2 attached hereto.
	 

	 
		88. Exhibit K to the Credit Agreement is
		hereby amended by deleting same in its entirety and inserting in lieu thereof a
		new Exhibit K in the form of Exhibit K attached hereto.
	 

	 
		89. Exhibit M to the Credit Agreement is
		hereby amended by deleting same in its entirety and inserting in lieu thereof a
		new Exhibit M in the form of Exhibit M attached hereto.
	 

	 
		90. The Credit Agreement is hereby further
		amended by adding Exhibit B-10, Exhibit G-1A, Exhibit G-2A, Exhibit H-1A,
		Exhibit H-2A, Exhibit I-1A, Exhibit I-2A and Exhibit N-1 thereto in the forms
		of Exhibit B-10, Exhibit G-1A, Exhibit G-2A, Exhibit H-1A, Exhibit H-2A,
		Exhibit I-1A, Exhibit I-2A and Exhibit N-1, respectively, attached
		hereto.
	 

	 
		B. Miscellaneous Provisions.
	 

	 
		1. In order to induce the Lenders to enter
		into this Second Amendment, each of Holdings and each of the Borrowers hereby
		represents and warrants to each of the Lenders that:
	 

	 
		(i) all of the representations and
		warranties contained in the Credit Agreement are true and correct in all
		material respects on and as of the Second Amendment Effective Date, both before
		and after giving effect to this Second Amendment, with the same effect as
		though such representations and warranties had been made on and as of the
		Second Amendment Effective Date (unless such representations and warranties
		relate to a specific earlier date, in which case such representations and
		warranties shall be true and correct as of such earlier date); and 
	 

	 
		(ii) there exists no Default or Event of
		Default on the Second Amendment Effective Date, both before and after giving
		effect to this Second Amendment.
	 

	 
		 
	 

	 
		 
	 

	 
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		2. This Second Amendment is limited as
		specified and shall not constitute a modification, acceptance or waiver of any
		other provision of the Credit Agreement.
	 

	 
		3. This Second Amendment may be executed in
		any number of counterparts and by the different parties hereto on separate
		counterparts, each of which counterparts when executed and delivered shall be
		an original, but all of which shall together constitute one and the same
		instrument. A complete set of counterparts executed by all the parties hereto
		shall be lodged with the U.S. Borrower and the Administrative Agent.
	 

	 
		4. THIS SECOND AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
		THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE
		LAW OF THE STATE OF NEW YORK.
	 

	 
		5. This Second Amendment shall become
		effective on the date (the “Second
		Amendment Effective Date”) when
		each of the following conditions shall have been satisfied:
	 

	 
		(i) the Borrower shall have paid to the
		Agents and the Lenders all fees, costs and expenses payable to the Agents and
		the Lenders to the extent then due (including, without limitation, legal fees
		and expenses); and
	 

	 
		(ii) Holdings, the U.S. Borrower, the
		Canadian Borrower, the Dutch Borrower, the Lenders constituting the Required
		Lenders, the Administrative Agent, the Collateral Agent, and each Dual Borrower
		Dual Currency Facility RL Lender (including each Incremental Dual Borrower Dual
		Currency Facility RL Lender) (as each such term is defined in the Credit
		Agreement as amended hereby) shall have signed a counterpart hereof (whether
		the same or different counterparts) and shall have delivered (including by way
		of facsimile transmission) the same to White & Case LLP, 1155 Avenue of the
		Americas, New York, NY 10036 Attention: May Yip-Daniels (facsimile number
		212-354-8113; e-mail address: myip@whitecase.com).
	 

	 
		6. The Canadian Borrower hereby covenants
		and agrees that, so long as the Second Amendment Effective Date occurs, it
		shall pay to each Canadian Lender which executes and delivers to the
		Administrative Agent (or its designee) a counterpart hereof by 5:00 P.M. (New
		York City time) on July 26, 2007, a non-refundable cash fee (the
		“Canadian Amendment
		Fee”) in Dollars in an amount
		equal to 12.5 basis points (i.e., 0.125%) on
		an amount equal to the sum of (i) the aggregate principal amount of all Tranche
		A Term Loans of such Lender outstanding on the Second Amendment Effective Date
		(immediately before giving effect thereto) plus (ii) the
		Multicurrency Facility Revolving Loan Commitment of such Lender as in effect on
		the Second Amendment Effective Date (immediately before giving effect thereto).
		In addition, the U.S. Borrower hereby covenants and agrees that, so long as the
		Second Amendment Effective Date occurs, it shall pay to each Lender which
		executes and delivers to the Administrative Agent (or its designee) a
		counterpart hereof by 5:00 P.M. (New York City time) on July 26, 2007, a
		non-refundable cash fee (the “U.S.
		Amendment Fee” and, together with
		the Canadian Amendment Fee, collectively, the “Amendment Fees”) in Dollars in an amount equal to 12.5 basis
		points (i.e., 0.125%) on an amount equal to the sum of (i) the
		aggregate principal amount of all Term Loans (other than Tranche A Term Loans)
		of such Lender outstanding on the Second Amendment Effective Date (immediately
		before giving effect thereto) plus (ii) the
		Dollar Facility Revolving 
	 

	 
		 
	 

	 
		 
	 

	 
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		Loan Commitment of such Lender as in effect
		on the Second Amendment Effective Date (immediately before giving effect
		thereto) plus (iii) the U.S. Borrower Dual Currency Facility
		Revolving Loan Commitment of such Lender as in effect on the Second Amendment
		Effective Date (immediately before giving effect thereto). The Amendment Fees
		shall not be subject to counterclaim or set-off, or be otherwise affected by,
		any claim or dispute relating to any other matter. The Amendment Fees shall be
		paid by the Canadian Borrower and the U.S. Borrower to the Administrative Agent
		for distribution to the relevant Lenders not later than the third Business Day
		following the Second Amendment Effective Date.
	 

	 
		7. From and after the Second Amendment
		Effective Date, all references in the Credit Agreement and each of the other
		Credit Documents to the Credit Agreement shall be deemed to be references to
		the Credit Agreement, as modified hereby on the Second Amendment Effective
		Date. 
	 

	 
		 
	 

	 
		 
	 

	 
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		IN WITNESS WHEREOF, the undersigned have
		caused this Second Amendment to be duly executed and delivered as of the date
		first above written. 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

				
				  COOPER-STANDARD HOLDINGS, INC.
				  
 (f/k/a CSA Acquisition Corp.)
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By:
				

			 	
				
				  
 /s/ Edward A. Hasler
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: Edward A. Hasler
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title: President and Chief Operating
				  Officer
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

				
				  COOPER-STANDARD AUTOMOTIVE
				  INC.
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By:
				

			 	
				
				  
 /s/ Edward A. Hasler
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: Edward A. Hasler
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title: President and Chief Operating
				  Officer
				

			 


		
		  	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

				  
					 COOPER-STANDARD
					 AUTOMOTIVE
 CANADA LIMITED
				  

				
	
				  
				  

					
				  
					  
				  

					
				  
					 By:
				  

					
				  
					 
 /s/Timothy T. Griffith

				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					 Name: Timothy T. Griffith
				  

				
	
				  
					  
				  

					
				  
					  
				  

					
				  
					  
				  

					
				  
					 Title: Vice President and
					 Treasurer
				  

				

 


	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

				
				  STEFFENS BEHEER BV
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				   By:
				

			 	
				
				  
 /s/ Authorized Signatory

				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: Equity Trust Co. NV
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title: Authorized Signatory
				

			 

 

	 
		 
	 

	 
		 
	 



	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

				
				  DEUTSCHE BANK TRUST COMPANY
				  AMERICAS,
 Individually, as
				  Administrative Agent and as Collateral Agent
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By:
				

			 	
				
				  
 /s/ Omayra Laucella
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: Omayra Laucella
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title: Vice President
				

			 

 

	 
					
	
				
				

			 	
				
				   
				

			 	
				
				  By:
				

			 	
				
				  
 /s/ Susan LeFevre
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: Susan LeFevre
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title: Director
				

			 

 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

				
				  DEUTSCHE BANK SECURITIES INC.,
				  
 as Joint Lead Arranger
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By:
				

			 	
				
				  
 /s/ Eric Seidel
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: Eric Seidel
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title: 
				

			 

 

	 
					
	
				
				

			 	
				
				   
				

			 	
				
				  By:
				

			 	
				
				  
 /s/ James Paris
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: James Paris
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title: 
				

			 

 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

				
				  DEUTSCHE BANK AG NEW YORK BRANCH,
				  
 as Lender
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By:
				

			 	
				
				  
 /s/ Omayra Laucella
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: Omayra Laucella
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title: Vice President
				

			 

 

	 
					
	
				
				

			 	
				
				   
				

			 	
				
				  By:
				

			 	
				
				  
 /s/ Susan LeFevre
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: Susan LeFevre
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title: Director
				

			 

 

	 
		 
	 



	 
	 

	 

	 
		      
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

				
				  GOLDMAN SACHS CREDIT PARTNERS, L.P.,
				  
 Individually and as Co-Documentation
				  Agent
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By:
				

			 	
				
				  
 /s/ Elizabeth Fischer
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: Elizabeth Fischer
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title: Authorized Signatory
				

			 

 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

				
				  THE BANK OF NOVA SCOTIA,

				  Individually and as Co-Documentation Agent
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By:
				

			 	
				
				  
 /s/ J.F. Todd
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: J.F. Todd
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title: Managing Director
				

			 

 

	 
		
	 

	 
		
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

				
				  DEUTSCHE BANK AG CANADA
				  BRANCH,
 as Lender
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By:
				

			 	
				
				  
 /s/ Robert A. Johnston
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: Robert A. Johnston
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title: Vice President
				

			 

 

	 
					
	
				
				

			 	
				
				   
				

			 	
				
				  By:
				

			 	
				
				  
 /s/ Renate Engel
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: /s/ Renate Engel
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title: Assistant Vice
				  President
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		 
	 

	 
			

				
				  NEWYORK 5995485 (2K)
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
			
				
				  Saturn CLO, Ltd.

				  By: AIG Global Investment Corp.,

				  its Collateral Manager
				

				
				  By: /s/ W. Jeffrey Baxter
				

				
				   Name: W. Jeffrey Baxter

				   Title: Managing Director
				

				
				   
				

			 	
				
				  SunAmerica Life Insurance
				  Company
 By: AIG Global Investment
				  Corp.,
 its Investment Advisor
				

				
				  By: /s/ W. Jeffrey Baxter
				

				
				   Name: W. Jeffrey Baxter

				   Title: Managing Director
				

				
				   
				

			 	
				
				  Galaxy VI CLO, LTD.

				  By: AIG Global Investment Corp.,

				  its Collateral Manager
				

				
				  By: /s/ W. Jeffrey Baxter
				

				
				   Name: W. Jeffrey Baxter

				   Title: Managing Director
				

				
				   
				

			 
	
				
				  Galaxy VII CLO, LTD.

				  By: AIG Global Investment Corp.,

				  its Collateral Manager
				

				
				  By: /s/ W. Jeffrey Baxter
				

				
				   Name: W. Jeffrey Baxter

				   Title: Managing Director
				

				
				   
				

			 	
				
				  LANDMARK V CDO Limited

				  By: Aladdin Capital Management LLC,

				  as a Lender
				

				
				  By: /s/ James Bragg
				

				
				   Name: James Bragg

				   Title: Director
				

				
				   
				

			 	
				
				  LANDMARK VI CDO Limited

				  By: Aladdin Capital Management LLC,

				  as a Lender
				

				
				  By: /s/ James Bragg
				

				
				   Name: James Bragg

				   Title: Director
				

				
				   
				

			 
	
				
				  LANDMARK VII CDO Limited

				  By: Aladdin Capital Management LLC,

				  as a Lender
				

				
				  By: /s/ James Bragg
				

				
				   Name: James Bragg

				   Title: Director
				

				
				   
				

			 	
				
				  LANDMARK VIII CDO Limited

				  By: Aladdin Capital Management LLC,

				  as a Lender
				

				
				  By: /s/ James Bragg
				

				
				   Name: James Bragg

				   Title: Director
				

				
				   
				

			 	
				
				  NORTHWOODS CAPITAL IV,
				  LIMITED
 By: ANGELO, GORDON & CO.,
				  L.P.,
 AS COLLATERAL MANAGER
				

				
				  By: /s/ Bruce Martin
				

				
				   Name: BRUCE MARTIN

				   Title: MANAGING DIRECTOR
				

				
				   
				

			 
	
				
				  NORTHWOODS CAPITAL V,
				  LIMITED
 By: ANGELO, GORDON & CO.,
				  L.P.,
 AS COLLATERAL MANAGER
				

				
				  By: /s/ Bruce Martin
				

				
				   Name: BRUCE MARTIN

				   Title: MANAGING DIRECTOR
				

				
				   
				

			 	
				
				  NORTHWOODS CAPITAL IV,
				  LIMITED
 By: ANGELO, GORDON & CO.,
				  L.P.,
 AS COLLATERAL MANAGER
				

				
				  By: /s/ Bruce Martin
				

				
				   Name: BRUCE MARTIN

				   Title: MANAGING DIRECTOR
				

				
				   
				

			 	
				
				  NORTHWOODS CAPITAL VI,
				  LIMITED
 By: ANGELO, GORDON & CO.,
				  L.P.,
 AS COLLATERAL MANAGER
				

				
				  By: /s/ Bruce Martin
				

				
				   Name: BRUCE MARTIN

				   Title: MANAGING DIRECTOR
				

				
				   
				

			 
	
				
				  SEI Institutional Managed Trust -
				  High Yield Bond Fund
				

				
				  By: /s/ Americo Cascella
				

				
				   Name: Americo Cascella

				   Title: Vice President
				

				
				   
				

			 	
				
				  SEI Institutional Investment Trust -
				  High Yield Bond Fund
				

				
				  By: /s/ Americo Cascella
				

				
				   Name: Americo Cascella

				   Title: Vice President
				

				
				   
				

			 	
				
				  SEI Global Master Fund plc - The SEI
				  High Yield fixed Income Fund
				

				
				  By: /s/ Americo Cascella
				

				
				   Name: Americo Cascella

				   Title: Vice President
				

				
				   
				

			 
	
				
				  Ballantyne Funding LLC
				

				
				  By: /s/ Michael Roof
				

				
				   Name: Michael Roof

				   Title: Vice President
				

				
				   
				

			 	
				
				  THE BANK OF NOVA SCOTIA
				

				
				  By: /s/ J.F. Todd
				

				
				   Name: J.F. Todd

				   Title: Managing Director
				

				
				   
				

			 	
				
				  BLACK DIAMOND CLO 2005-1
				  Ltd.
 By: Black Diamond CLO 2005-1
				  Adviser, L.L.C., 
 As its Collateral
				  Manager
				

				
				  By: /s/ Stephen H. Deckoff
				

				
				   Name: Stephen H. Deckoff

				   Title: Managing Principal
				

				
				   
				

			 
	
				
				  BLACK DIAMOND CLO 2005-2
				  Ltd.
 By: Black Diamond CLO 2005-2
				  Adviser, L.L.C., 
 As its Collateral
				  Manager
				

				
				  By: /s/ Stephen H. Deckoff
				

				
				   Name: Stephen H. Deckoff

				   Title: Managing Principal
				

				
				   
				

			 	
				
				  BLACK DIAMOND CLO 2006-1 (CAYMAN),
				  Ltd
 By: Black Diamond CLO 2006-1
				  Adviser, L.L.C., 
 As its Collateral
				  Manager
				

				
				  By: /s/ Stephen H. Deckoff
				

				
				   Name: Stephen H. Deckoff

				   Title: Managing Principal
				

				
				   
				

			 	
				
				  BlackRock Senior Income Series
				  IV
 Merrill Lynch global Investment
				  Series: Income Strategies Portfolio
				

				
				  By: /s/ AnnMarie Smith
				

				
				   Name: AnnMarie Smith

				   Title: Authorized Signatory
				

				
				   
				

			 

 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
			
				
				  Loan Funding VI LLC

				  For itself or as agent for

				  Corporate Loan Funding VI LLC
				

				
				  By: /s/ Dean T Criares
				

				
				   Name: Dean T Criares

				   Title: Senior Managing Director
				

				
				   
				

			 	
				
				  Lafayette Square CDO Ltd.

				  By: Blackstone Debt Advisors L.P.

				  As Collateral Agent
				

				
				  By: /s/ Dean T. Criares
				

				
				   Name: Dean T Criares

				   Title: Senior Managing Director
				

				
				   
				

			 	
				
				  Union Square CDO Ltd.

				  By: Blackstone Debt Advisors L.P.

				  As Collateral Agent
				

				
				  By: /s/ Dean T. Criares
				

				
				   Name: Dean T Criares

				   Title: Senior Managing Director
				

				
				   
				

			 
	
				
				  Monument Park CDO Ltd.

				  By: Blackstone Debt Advisors L.P.

				  As Collateral Agent
				

				
				  By: /s/ Dean T. Criares
				

				
				   Name: Dean T Criares

				   Title: Senior Managing Director
				

				
				   
				

			 	
				
				  Inwood Park CDO Ltd.

				  By: Blackstone Debt Advisors L.P.

				  As Collateral Agent
				

				
				  By: /s/ Dean T. Criares
				

				
				   Name: Dean T Criares

				   Title: Senior Managing Director
				

				
				   
				

			 	
				
				  BNP Paribas
				

				
				  By: /s/ Ola Anderssen
				

				
				   Name: Ola Anderssen

				   Title: Director
				

				
				   
				

				
				  By: /s/ Gregg Bonardi
				

				
				   Name: Gregg Bonardi

				   Title: Director
				

				
				   
				

			 
	
				
				  CF Blackburn LLC
				

				
				  By: /s/ Marline Alexander-Thomas
				

				
				   Name: Marline
				  Alexander-Thomas
  Title: Vice
				  President
				

				
				   
				

			 	
				
				  CIT Lending Services
				  Corporation
				

				
				  By: /s/ David Manheim
				

				
				   Name: David Manheim

				   Title: Vice President
				

				
				   
				

			 	
				
				  CONTINENTAL CASUALTY COMPANY
				

				
				  By: /s/ Dennis R. Hemme
				

				
				   Name: Dennis R. Hemme

				   Title: Senior Vice President

				   and Treasurer
				

				
				   
				

			 
	
				
				  COMERICA BANK
				

				
				  By: /s/ Steven J. McCormack
				

				
				   Name: Steven J. McCormack

				   Title: Vice President 
				

				
				   
				

			 	
				
				  DEUTSCHE BANK AG NEW YORK
				  BRANCH
 By: DB Services New Jersey,
				  Inc.
				

				
				  By: /s/ Edward Schaffer
				

				
				   Name: Edward Schaffer

				   Title: Vice President
				

				
				   
				

				
				  By: /s/ Deirdre Whorton
				

				
				   Name: Deirdre Whorton

				   Title: Assistant Vice President
				

				
				   
				

			 	
				
				  ROSEMONT CLO, Ltd.

				  By: Deerfield Capital Management as its Collateral
				  Manager
				

				
				  By: /s/ Carol Lena Kiel
				

				
				   Name: Carol Lena Kiel

				   Title: Senior Vice President
				

				
				   
				

			 
	
				
				  MARQUETTE PARK CLO, Ltd.

				  By: Deerfield Capital Management as its Collateral
				  Manager
				

				
				  By: /s/ Carol Lena Kiel
				

				
				   Name: Carol Lena Kiel

				   Title: Senior Vice President
				

				
				   
				

			 	
				
				  ACCESS INSTITUTIONAL LOAN
				  FUND
 By: Deerfield Capital Management as
				  its Portfolio Manager
				

				
				  By: /s/ Carol Lena Kiel
				

				
				   Name: Carol Lena Kiel

				   Title: Senior Vice President
				

				
				   
				

			 	
				
				  Jay Street Market Value CLO I
				  LTD.
 By: Dimaio Ahmad Capital LLC as
				  Manager
				

				
				  By: /s/ Paul Travers
				

				
				   Name: Paul Travers

				   Title: Managing Director
				

				
				   
				

			 
	
				
				  SENIOR DEBT PORTFOLIO

				  By: Boston Management and Research as Investment
				  Advisor
				

				
				  By: /s/ Michael B. Botthof
				

				
				   Name: Michael B. Botthof

				   Title: Vice President
				

				
				   
				

			 	
				
				  EATON VANCE SENIOR INCOME
				  TRUST
 By: EATON VANCE MANAGEMENT AS
				  INVESTMENT ADVISOR
				

				
				  By: /s/ Michael B. Botthof
				

				
				   Name: Michael B. Botthof

				   Title: Vice President
				

				
				   
				

			 	
				
				  EATON VANCE INSTITUTIONAL SENIOR LOAN
				  FUND
 By: EATON VANCE MANAGEMENT AS
				  INVESTMENT ADVISOR
				

				
				  By: /s/ Michael B. Botthof
				

				
				   Name: Michael B. Botthof

				   Title: Vice President
				

				
				   
				

			 

 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
			
				
				  Eaton Vance CDO VIII, Ltd.

				  By: Eaton Vance Management As Investment
				  Advisor
				

				
				  By: /s/ Michael B. Botthof
				

				
				   Name: Michael B. Botthof

				   Title: Vice President
				

				
				   
				

			 	
				
				  Eaton Vance CDO IX, Ltd.

				  By: Eaton Vance Management As Investment
				  Advisor
				

				
				  By: /s/ Michael B. Botthof
				

				
				   Name: Michael B. Botthof

				   Title: Vice President
				

				
				   
				

			 	
				
				  GRAYSON & CO.

				  By: BOSTON MANAGEMENT AND RESEARCH AS INVESTMENT
				  ADVISOR
				

				
				  By: /s/ Michael B. Botthof
				

				
				   Name: Michael B. Botthof

				   Title: Vice President
				

				
				   
				

			 
	
				
				  THE NORINCHUKIN BANK, NEW YORK
				  BRANCH
 ______ State Street Bank and
				  Trust Company N.A. as Fiduciary Custodian

				  By: Eaton Vance Management, Attorney-in-fact

				

				
				  By: /s/ Michael B. Botthof
				

				
				   Name: Michael B. Botthof

				   Title: Vice President
				

				
				   
				

			 	
				
				  BIG SKY III SENIOR LOAN
				  TRUST
 By: EATON VANCE MANAGEMENT AS
				  INVESTMENT ADVISOR
				

				
				  By: /s/ Michael B. Botthof
				

				
				   Name: Michael B. Botthof

				   Title: Vice President
				

				
				   
				

			 	
				
				  EATON VANCE 

				  LIMITED DURATION INCOME FUND

				  By: EATON VANCE MANAGEMENT AS INVESTMENT
				  ADVISOR
				

				
				  By: /s/ Michael B. Botthof
				

				
				   Name: Michael B. Botthof

				   Title: Vice President
				

				
				   
				

			 
	
				
				  EATON VANCE 

				  SENIOR FLOATING-RATE TRUST

				  By: EATON VANCE MANAGEMENT AS INVESTMENT
				  ADVISOR
				

				
				  By: /s/ Michael B. Botthof
				

				
				   Name: Michael B. Botthof

				   Title: Vice President
				

				
				   
				

			 	
				
				  EATON VANCE 

				  FLOATING-RATE INCOME TRUST

				  By: EATON VANCE MANAGEMENT AS INVESTMENT
				  ADVISOR
				

				
				  By: /s/ Michael B. Botthof
				

				
				   Name: Michael B. Botthof

				   Title: Vice President
				

				
				   
				

			 	
				
				  EATON VANCE SHORT DURATION
				  DIVERSIFIED INCOME FUND
 By: EATON VANCE
				  MANAGEMENT AS INVESTMENT ADVISOR
				

				
				  By: /s/ Michael B. Botthof
				

				
				   Name: Michael B. Botthof

				   Title: Vice President
				

				
				   
				

			 
	
				
				  Eaton Vance Variable

				  Leverage Fund Ltd.

				  By: Eaton Vance Management As Investment
				  Advisor
				

				
				  By: /s/ Michael B. Botthof
				

				
				   Name: Michael B. Botthof

				   Title: Vice President
				

				
				   
				

			 	
				
				  Export Development Canada
				

				
				  By: /s/ David Charles
				

				
				   Name: David Charles

				   Title: Asset Manager
				

				
				   
				

				
				  By: /s/ David Stevenson
				

				
				   Name: David Stevenson

				   Title: Loan Portfolio Manager
				

				
				   
				

			 	
				
				  Fenway Capital, LLC
				

				
				  By: /s/ Vidrik Frankfather
				

				
				   Name: Vidrik Frankfather

				   Title: Authorized Signor
				

				
				   
				

			 
	
				
				  FRANKLIN CLO IV LIMITED
				

				
				  By: /s/ David Ardini
				

				
				   Name: David Ardini

				   Title: Vice President
				

				
				   
				

			 	
				
				  FRANKLIN CLO V, LTD
				

				
				  By: /s/ David Ardini
				

				
				   Name: David Ardini

				   Title: Vice President
				

				
				   
				

			 	
				
				  FRANKLIN TEMPLETON

				  LIM. DURATION INCOME TRUST
				

				
				  By: /s/ Richard Hsu
				

				
				   Name: Richard Hsu

				   Title: Vice President
				

				
				   
				

			 
	
				
				  FRANKLIN FLOATING RATE

				  DAILY ACCESS FUND
				

				
				  By: /s/ Richard Hsu
				

				
				   Name: Richard Hsu

				   Title: Vice President
				

				
				   
				

			 	
				
				  FRANKLIN FLOATING RATE

				  MASTER SERIES
				

				
				  By: /s/ Richard Hsu
				

				
				   Name: Richard Hsu

				   Title: Vice President
				

				
				   
				

			 	
				
				  Fraser Sullivan CLO I,
				  Ltd.
 By: Fraser Sullivan Investment
				  Management, LLC, as Collateral Manager
				

				
				  By: /s/ Tighe P. Sullivan
				

				
				   Name: Tighe P. Sullivan

				   Title: Vice President
				

				
				   
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		 
	 

	 

	 
		 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
			
				
				  Fraser Sullivan CLO II,
				  Ltd.
 By: Fraser Sullivan Investment
				  Management, LLC, as Collateral Manager
				

				
				  By: /s/ Tighe P. Sullivan
				

				
				   Name: Tighe P. Sullivan

				   Title: Vice President
				

				
				   
				

			 	
				
				  FRASER SULLIVAN CREDIT STRATEGIES
				  FUNDING LTD.
 By: Fraser Sullivan
				  Investment Management, LLC, as Ramp Up Investment Manager
				

				
				  By: /s/ Tighe P. Sullivan
				

				
				   Name: Tighe P. Sullivan

				   Title: Vice President
				

				
				   
				

			 	
				
				  GENERAL ELECTRIC CAPITAL
				  CORPORATION
				

				
				  By: /s/ Pieter Smit
				

				
				   Name: Pieter Smit

				   Title: Duly Authorized Signatory
				

				
				   
				

			 
	
				
				  GE CANADA FINANCE HOLDING
				  COMPANY
				

				
				  By: /s/ Richard Zeni
				

				
				   Name: Richard Zeni

				   Title: Duly Authorized Signatory
				

				
				   
				

			 	
				
				  GENERAL ELECTRIC CAPITAL CORPORATION,
				  AS ADMINISTRATOR FOR, GE CFS LOAN HOLDING 2006-2 LLC.
				

				
				  By: /s/ Amanda van Heyst
				

				
				   Name: Amanda van Heyst

				   Title: Duly Authorized Signatory
				

				
				   
				

			 	
				
				  GMAC Commercial Finance LLC
				

				
				  By: /s/ Marline Alexander-Thomas
				

				
				   Name: Marline
				  Alexander-Thomas
  Title: Vice
				  President
				

				
				   
				

			 
	
				
				  Goldman, Sachs & Co.
				

				
				  By: /s/ Elizabeth Fischer
				

				
				   Name: Elizabeth Fischer

				   Title: Authorized Signatory
				

				
				   
				

			 	
				
				  Grand Central Asset Trust, HFV
				  Series
				

				
				  By: /s/ Molly Walter
				

				
				   Name: Molly Walter

				   Title: Attorney-In-Fact
				

				
				   
				

			 	
				
				  IKB Capital Corporation
				

				
				  By: /s/ Grant Werner
				

				
				   Name: Grant Werner

				   Title: Portfolio Manager
				

				
				   
				

			 
	
				
				  KINGSLAND I, LTD.

				  By: Kingsland capital Management, LLC, as
				  Manager
				

				
				  By: /s/ Vincent Suno
				

				
				   Name: Vincent Suno

				   Title: Authorized Officer Kingsland

				   Capital Management, LLC as 

				   Manager
				

				
				   
				

			 	
				
				  KINGSLAND II, LTD.

				  By: Kingsland capital Management, LLC, as
				  Manager
				

				
				  By: /s/ Vincent Suno
				

				
				   Name: Vincent Suno

				   Title: Authorized Officer Kingsland

				   Capital Management, LLC as 

				   Manager
				

				
				   
				

			 	
				
				  KINGSLAND III, LTD.

				  By: Kingsland capital Management, LLC, as
				  Manager
				

				
				  By: /s/ Vincent Suno
				

				
				   Name: Vincent Suno

				   Title: Authorized Officer Kingsland

				   Capital Management, LLC as 

				   Manager
				

				
				   
				

			 
	
				
				  LaSalle Bank Midwest N.A.
				

				
				  By: /s/ Annette Gordon
				

				
				   Name: Annette Gordon

				   Title: First Vice President
				

				
				   
				

			 	
				
				  LEHMAN COMMERCIAL PAPER INC.
				

				
				  By: /s/ Diane Albanese
				

				
				   Name: Diane Albanese

				   Title: Authorized Signatory
				

				
				   
				

			 	
				
				  METROPOLITAN WEST HIGH YIELD BOND
				  FUND
				

				
				  By: /s/ Joseph Hattesohl
				

				
				   Name: Joseph Hattesohl

				   Title: CFO
				

				
				   
				

			 
	
				
				  MFS Floating Rate Income Fund
				

				
				  By: /s/ Philip Robbins
				

				
				   Name: Philip Robbins

				   Title: Vice President
				

				
				   
				

			 	
				
				  Munfield Trading LLC
				

				
				  By: /s/ Tara E. Kenny
				

				
				   Name: Tara E. Kenny

				   Title: Assistant Vice President
				

				
				   
				

			 	
				
				  National City Bank
				

				
				  By: /s/ Tom Gurbach
				

				
				   Name: Tom Gurbach

				   Title: Vice President
				

				
				   
				

			 
	
				
				  NATIONAL CITY BANK, CANADA
				  BRANCH
				

				
				  By: /s/ Kenneth G. Argue
				

				
				   Name: Kenneth G. Argue

				   Title: Vice President, Operations

				   National City Bank, Canada 

				   Branch
				

				
				   
				

			 	
				
				  NORTH FORK BUSINESS CAPITAL
				  CORP.
				

				
				  By: /s/ Ron Walker
				

				
				   Name: Ron Walker

				   Title: Vice President
				

				
				   
				

			 	
				
				  Addison CDO, Limited

				  By: Pacific Investment Management Company LLC, as
				  its Investment Advisor
				

				
				  By: /s/ Arthur Y.D. Ong
				

				
				   Name: Arthur Y.D. Ong

				   Title: Senior Vice President
				

				
				   
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		 
	 

	 

	 
		 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
			
				
				  Fairway Loan Funding
				  Company
 By: Pacific Investment
				  Management Company LLC, as its Investment Advisor
				

				
				  By: /s/ Arthur Y.D. Ong
				

				
				   Name: Arthur Y.D. Ong

				   Title: Senior Vice President
				

				
				   
				

			 	
				
				  Loan Funding III LLC

				  By: Pacific Investment Management Company LLC, as
				  its Investment Advisor
				

				
				  By: /s/ Arthur Y.D. Ong
				

				
				   Name: Arthur Y.D. Ong

				   Title: Senior Vice President
				

				
				   
				

			 	
				
				  Mayport CLO Ltd.

				  By: Pacific Investment Management Company LLC, as
				  its Investment Advisor
				

				
				  By: /s/ Arthur Y.D. Ong
				

				
				   Name: Arthur Y.D. Ong

				   Title: Senior Vice President
				

				
				   
				

			 
	
				
				  PIMCO Floating Income Fund

				  By: Pacific Investment Management Company LLC, as
				  its Investment Advisor, acting through Investors Fiduciary Trust Company in the
				  Nominee Name of IFTCO
				

				
				  By: /s/ Arthur Y.D. Ong
				

				
				   Name: Arthur Y.D. Ong

				   Title: Senior Vice President
				

				
				   
				

			 	
				
				  PIMCO Floating Rate Income
				  Fund
 By: Pacific Investment Management
				  Company LLC, as its Investment Advisor, acting through Investors Fiduciary
				  Trust Company in the Nominee Name of IFTCO
				

				
				  By: /s/ Arthur Y.D. Ong
				

				
				   Name: Arthur Y.D. Ong

				   Title: Senior Vice President
				

				
				   
				

			 	
				
				  PIMCO Floating Rate Strategy
				  Fund
 By: Pacific Investment Management
				  Company LLC, as its Investment Advisor, acting through Investors Fiduciary
				  Trust Company in the Nominee Name of IFTCO
				

				
				  By: /s/ Arthur Y.D. Ong
				

				
				   Name: Arthur Y.D. Ong

				   Title: Senior Vice President
				

				
				   
				

			 
	
				
				  Southport CLO, Limited

				  By: Pacific Investment Management Company LLC, as
				  its Investment Advisor
				

				
				  By: /s/ Arthur Y.D. Ong
				

				
				   Name: Arthur Y.D. Ong

				   Title: Senior Vice President
				

				
				   
				

			 	
				
				  Waveland - INGOTS, LTD.

				  By: Pacific Investment Management Company LLC, as
				  its Investment Advisor
				

				
				  By: /s/ Arthur Y.D. Ong
				

				
				   Name: Arthur Y.D. Ong

				   Title: Senior Vice President
				

				
				   
				

			 	
				
				  Putnam Floating Rate Income
				  Fund
				

				
				  By: /s/ Beth Mazor
				

				
				   Name: Beth Mazor

				   Title: V.P.
				

				
				   
				

			 
	
				
				  Putnam Master Intermediate Income
				  Trust
				

				
				  By: /s/ Beth Mazor
				

				
				   Name: Beth Mazor

				   Title: V.P.
				

				
				   
				

			 	
				
				  Putnam Premier Income Trust
				

				
				  By: /s/ Beth Mazor
				

				
				   Name: Beth Mazor

				   Title: V.P.
				

				
				   
				

			 	
				
				  Prospero CLO I, B.V.
				

				
				  By: /s/ John Randolph
				  Watkins
				

				
				   Name: John Randolph
				  Watkins
  Title: Executive
				  Director
				

				
				   
				

			 
	
				
				  Veritas CLO I, Ltd.
				

				
				  By: /s/ John Randolph Watkins
				

				
				   Name: John Randolph
				  Watkins
  Title: Executive
				  Director
				

				
				   
				

			 	
				
				  Veritas CLO II, Ltd.
				

				
				  By: /s/ John Randolph Watkins
				

				
				   Name: John Randolph
				  Watkins
  Title: Executive
				  Director
				

				
				   
				

			 	
				
				  Ameriprise Certificate
				  Company
 By: RiverSource Investments, LLC
				  as Collateral Manager
				

				
				  By: /s/ Yvonne E. Stevens
				

				
				   Name: Yvonne E. Stevens

				   Title: Senior Managing Director
				

				
				   
				

			 
	
				
				  RiverSource Life Insurance
				  Company
 By: RiverSource Investments, LLC
				  as Collateral Manager
				

				
				  By: /s/ Yvonne E. Stevens
				

				
				   Name: Yvonne E. Stevens

				   Title: Senior Managing Director
				

				
				   
				

			 	
				
				  Centurion CDO I, Ltd.

				  By: RiverSource Investments, LLC as Collateral
				  Manager
				

				
				  By: /s/ Robin C. Stancil
				

				
				   Name: Robin C. Stancil

				   Title: Director of Operations
				

				
				   
				

			 	
				
				  Centurion CDO VI, Ltd.

				  By: RiverSource Investments, LLC as Collateral
				  Manager
				

				
				  By: /s/ Robin C. Stancil
				

				
				   Name: Robin C. Stancil

				   Title: Director of Operations
				

				
				   
				

			 
	
				
				  Centurion CDO VII, Ltd.

				  By: RiverSource Investments, LLC as Collateral
				  Manager
				

				
				  By: /s/ Robin C. Stancil
				

				
				   Name: Robin C. Stancil

				   Title: Director of Operations
				

				
				   
				

			 	
				
				  Centurion CDO 8, Limited

				  By: RiverSource Investments, LLC as Collateral
				  Manager
				

				
				  By: /s/ Robin C. Stancil
				

				
				   Name: Robin C. Stancil

				   Title: Director of Operations
				

				
				   
				

			 	
				
				  Centurion CDO 9, Ltd.

				  By: RiverSource Investments, LLC as Collateral
				  Manager
				

				
				  By: /s/ Robin C. Stancil
				

				
				   Name: Robin C. Stancil

				   Title: Director of Operations
				

				
				   
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		 
	 

	 

	 
		 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
			
				
				  Centurion CDO 10, Ltd.

				  By: RiverSource Investments, LLC as Collateral
				  Manager
				

				
				  By: /s/ Robin C. Stancil
				

				
				   Name: Robin C. Stancil

				   Title: Director of Operations
				

				
				   
				

			 	
				
				  Centurion CDO XI, Limited

				  By: RiverSource Investments, LLC as Collateral
				  Manager
				

				
				  By: /s/ Robin C. Stancil
				

				
				   Name: Robin C. Stancil

				   Title: Director of Operations
				

				
				   
				

			 	
				
				  Centurion CDO 15, Limited

				  By: RiverSource Investments, LLC as Collateral
				  Manager
				

				
				  By: /s/ Robin C. Stancil
				

				
				   Name: Robin C. Stancil

				   Title: Director of Operations
				

				
				   
				

			 
	
				
				  RiverSource Bond Series, Inc. -
				  RiverSource Floating Rate Fund
				

				
				  By: /s/ Robin C. Stancil
				

				
				   Name: Robin C. Stancil

				   Title: Assistant Vice President
				

				
				   
				

			 	
				
				  Sequils-Centurion CDO V,
				  Ltd.
 By: RiverSource Investments, LLC as
				  Collateral Manager
				

				
				  By: /s/ Robin C. Stancil
				

				
				   Name: Robin C. Stancil

				   Title: Director of Operations
				

				
				   
				

			 	
				
				  VITESSE CLO LTD.

				  By: TCW Advisors as its Portfolio Manager
				

				
				  By: /s/ Julia K. Haramis
				

				
				   Name: Julia K. Haramis

				   Title: Vice President
				

				
				   
				

				
				  By: /s/ Vikas Mavinkurve
				

				
				   Name: Vikas Mavinkurve

				   Title: Senior Vice President
				

				
				   
				

			 
	
				
				  Trimaran CLO IV Ltd.

				  By: Trimaran Advisors, L.L.C.
				

				
				  By: /s/ David M. Millison
				

				
				   Name: David M. Millison

				   Title: Managing Director
				

				
				   
				

			 	
				
				  CELEBRITY CLO LIMITED

				  By: TCW Advisors, Inc., as Agent
				

				
				  By: /s/ Julia K. Haramis
				

				
				   Name: Julia K. Haramis

				   Title: Vice President
				

				
				   
				

				
				  By: /s/ Vikas Mavinkurve
				

				
				   Name: Vikas Mavinkurve

				   Title: Senior Vice President
				

				
				   
				

			 	
				
				  FIRST 2004-I CLO, LTD.

				  By: TCW Advisors, Inc., its Collateral
				  Manager
				

				
				  By: /s/ Julia K. Haramis
				

				
				   Name: Julia K. Haramis

				   Title: Vice President
				

				
				   
				

				
				  By: /s/ Vikas Mavinkurve
				

				
				   Name: Vikas Mavinkurve

				   Title: Senior Vice President
				

				
				   
				

			 
	
				
				  FIRST 2004-II CLO, LTD.

				  By: TCW Advisors, Inc., its Collateral
				  Manager
				

				
				  By: /s/ Julia K. Haramis
				

				
				   Name: Julia K. Haramis

				   Title: Vice President
				

				
				   
				

				
				  By: /s/ Vikas Mavinkurve
				

				
				   Name: Vikas Mavinkurve

				   Title: Senior Vice President
				

				
				   
				

			 	
				
				  LOAN FUNDING I LLC, for itself or as
				  agent for Corporate Funding I LLC
 By:
				  TCW Advisors, Inc., as Portfolio Manage of LOAN FUNDING I LLC
				

				
				  By: /s/ Julia K. Haramis
				

				
				   Name: Julia K. Haramis

				   Title: Vice President
				

				
				   
				

				
				  By: /s/ Vikas Mavinkurve
				

				
				   Name: Vikas Mavinkurve

				   Title: Senior Vice President
				

				
				   
				

			 	
				
				  MAC CAPITAL, LTD

				  By: TCW Advisors, Inc., as its Interim Portfolio
				  Manager
				

				
				  By: /s/ Julia K. Haramis
				

				
				   Name: Julia K. Haramis

				   Title: Vice President
				

				
				   
				

				
				  By: /s/ Vikas Mavinkurve
				

				
				   Name: Vikas Mavinkurve

				   Title: Senior Vice President
				

				
				   
				

			 
	
				
				  MOMENTUM CAPITAL FUND,
				  LTD.
 By: TCW Advisors, Inc., as its
				  Interim Collateral Manager
				

				
				  By: /s/ Julia K. Haramis
				

				
				   Name: Julia K. Haramis

				   Title: Vice President
				

				
				   
				

				
				  By: /s/ Vikas Mavinkurve
				

				
				   Name: Vikas Mavinkurve

				   Title: Senior Vice President
				

				
				   
				

			 	
				
				  PARK AVENUE LOAN TRUST

				  By: TCW Advisors, Inc., as Agent
				

				
				  By: /s/ Julia K. Haramis
				

				
				   Name: Julia K. Haramis

				   Title: Vice President
				

				
				   
				

				
				  By: /s/ Vikas Mavinkurve
				

				
				   Name: Vikas Mavinkurve

				   Title: Senior Vice President
				

				
				   
				

			 	
				
				  TCW SELECT LOAN FUND,
				  LIMITED
 By: TCW Advisors, Inc., as its
				  Colateral Manager
				

				
				  By: /s/ Julia K. Haramis
				

				
				   Name: Julia K. Haramis

				   Title: Vice President
				

				
				   
				

				
				  By: /s/ Vikas Mavinkurve
				

				
				   Name: Vikas Mavinkurve

				   Title: Senior Vice President
				

				
				   
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		 
	 

	 

	 
		 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
			
				
				  TCW Senior Secured Floating Rate Loan
				  Fund, L.P.
 By: TCW Advisors, Inc., as
				  its Investment Advisor
				

				
				  By: /s/ Julia K. Haramis
				

				
				   Name: Julia K. Haramis

				   Title: Vice President
				

				
				   
				

				
				  By: /s/ Vikas Mavinkurve
				

				
				   Name: Vikas Mavinkurve

				   Title: Senior Vice President
				

				
				   
				

			 	
				
				  TCW Senior Secured Loan
				  Fund
 By: TCW Advisors, Inc., as its
				  Investment Advisor
				

				
				  By: /s/ Julia K. Haramis
				

				
				   Name: Julia K. Haramis

				   Title: Vice President
				

				
				   
				

				
				  By: /s/ Vikas Mavinkurve
				

				
				   Name: Vikas Mavinkurve

				   Title: Senior Vice President
				

				
				   
				

			 	
				
				  VELOCITY CLO, LTD.

				  By: TCW Advisors, Inc., its Collateral
				  Manager
				

				
				  By: /s/ Julia K. Haramis
				

				
				   Name: Julia K. Haramis

				   Title: Vice President
				

				
				   
				

				
				  By: /s/ Vikas Mavinkurve
				

				
				   Name: Vikas Mavinkurve

				   Title: Senior Vice President
				

				
				   
				

			 
	
				
				  UBS LOAN FINANCE LLC
				

				
				  By: /s/ Mary E. Evans
				

				
				   Name: Mary E. Evans

				   Title: Associate Director
				

				
				   
				

				
				  By: /s/ David B. Julie
				

				
				   Name: Mary E. Evans

				   Title: Associate Director
				

				
				   
				

			 	
				
				  UBS AG, Stamford Branch
				

				
				  By: /s/ Douglas Gervohac
				

				
				   Name: Douglas Gervohac

				   Title: Director

				   Banking Products Services, US
				

				
				   
				

				
				  By: /s/ Benjamin Edwards
				

				
				   Name: Benjamin Edwards

				   Title: Associate Director

				   Banking Products Services, US
				

				
				   
				

			 	
				
				  Wells Fargo Bank, N.A.
				

				
				  By: /s/ Derek A. Flowers
				

				
				   Name: Derek A. Flowers

				   Title: Senior Vice President
				

				
				   
				

			 
	
				
				  The Foothill Group, Inc.
				

				
				  By: /s/ Scott P. Quigley
				

				
				   Name: Scott P. Quigley

				   Title: Vice President
				

				
				   
				

			 	
				
				  Foothill CLO I, Ltd.
				

				
				  By: The Foothill Group,
				  Inc.,
 as attorney-in-fact
				

				
				  By: /s/ Scott P. Quigley
				

				
				   Name: Scott P. Quigley

				   Title: Vice President
				

				
				   
				

			 	
				
				  Yorkville CBNA Loan Funding LLC, for
				  itself or as agent for Yorkville CFPI Loan Funding LLC
				

				
				  By: /s/ Pam Gwin
				

				
				   Name: Pam Gwin

				   Title: Attorney-in-fact
				

				
				   
				

			 

 

	 
		 
	 

	 
		 
	 

	 

	 
		 
	 



	 
	 

	 

	 
		SCHEDULE I
	 

	 
		 
	 

	 
		LIST OF LENDERS AND COMMITMENTS

	 

	 
		 
	 

	 
			 	 	 	 
	
				
				  Lender
				

			 	
				
				  Dollar

				  Facility
 Revolving Loan
 Commitment
				

			 	
				
				  Dual Borrower Dual
				  Currency
 Facility

				  Revolving Loan
 Commitment
				

			 	
				
				  Incremental Dual Borrower Dual
				  Currency
 Facility

				  Revolving Loan
 Commitment
				

			 
	
				
				  Deutsche Bank Trust Company
				  Americas
				

				
				   
				

			 	
				
				  U.S.$100,000,000
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Deutsche Bank AG, Canada
				  Branch
				

				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	[Names of Lenders]	 	 	 
	 	 	 	 
	
				
				  TOTAL
				

			 	U.S.$75,000,000.00
				1 	U.S.$25,000,000.00
				2	U.S.$10,000,000.00
	 	 

 

	 
		 
	 

	 
		
	 

	 
		______________
	 

	 
			
				
				  1
				

			 	
				
				  Pursuant to Section 2.01(j) of the
				  Credit Agreement, will be decreased on Second Amendment Effective Date by the
				  aggregate amount of all Incremental Dual Borrower Dual Currency Facility
				  Revolving Loan Commitments made available on such date.
				

			 

 

	 
		 
	 

	 
			
				
				  2
				

			 	
				
				  Pursuant to Section 2.01(j) of the
				  Credit Agreement, will be increased on Second Amendment Effective Date by the
				  aggregate amount of all Incremental Dual Borrower Dual Currency Facility
				  Revolving Loan Commitments made available on such date.