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CREDIT AGREEMENTdated as of
February 4, 2008among

ENERGY CONVERSION DEVICES, INC.,
                                               as a Loan Guarantor,

UNITED SOLAR OVONIC CORPORATION 
                                                        and
                                             UNITED SOLAR OVONIC LLC,
                                                   as Borrowers,


                                             The Lenders Party Hereto


                                                        and

JPMORGAN CHASE BANK, N.A., 

                                              as Administrative Agent

---

CHASE BUSINESS CREDIT





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i



| | SECTION 3.16.                             | Security Interest in Collateral                            | 47
| | ----------------------------------------- | ---------------------------------------------------------- | --
| | SECTION 3.17.                             | Employment Matters                                         | 47
| | SECTION 3.18.                             | Affiliate Transactions                                     | 47
| | SECTION 3.19.                             | Common Enterprise                                          | 47
| | ARTICLE IV     Conditions                 | 48                                                        
| | SECTION 4.01.                             | Effective Date                                             | 48
| | SECTION 4.02.                             | Each Credit Event                                          | 50
| | ARTICLE V     Affirmative Covenants       | 51                                                        
| | SECTION 5.01.                             | Financial Statements; Borrowing Base and Other Information | 51
| | SECTION 5.02.                             | Notices of Material Events                                 | 55
| | SECTION 5.03.                             | Existence; Conduct of Business                             | 56
| | SECTION 5.04.                             | Payment of Obligations                                     | 56
| | SECTION 5.05.                             | Maintenance of Properties                                  | 57
| | SECTION 5.06.                             | Books and Records; Inspection Rights                       | 57
| | SECTION 5.07.                             | Compliance with Laws                                       | 57
| | SECTION 5.08.                             | Use of Proceeds                                            | 57
| | SECTION 5.09.                             | Insurance                                                  | 57
| | SECTION 5.10.                             | Casualty and Condemnation                                  | 58
| | SECTION 5.11.                             | Appraisals                                                 | 58
| | SECTION 5.12.                             | Depository Banks                                           | 58
| | SECTION 5.13.                             | Additional Collateral; Further Assurances                  | 58
| | ARTICLE VI     Negative Covenants         | 59                                                        
| | SECTION 6.01.                             | Indebtedness                                               | 59
| | SECTION 6.02.                             | Liens                                                      | 61
| | SECTION 6.03.                             | Fundamental Changes                                        | 62
| | SECTION 6.04.                             | Investments, Loans, Advances, Guarantees and Acquisitions  | 63
| | SECTION 6.05.                             | Asset Sales                                                | 65
| | SECTION 6.06.                             | Sale and Leaseback Transactions                            | 66
| | SECTION 6.07.                             | Swap Agreements                                            | 66
| | SECTION 6.08.                             | Restricted Payments; Certain Payments of Indebtedness      | 66
| | SECTION 6.09.                             | Transactions with Affiliates                               | 67
| | SECTION 6.10.                             | Restrictive Agreements                                     | 67
| | SECTION 6.11.                             | Amendment of Material Documents                            | 68
| | SECTION 6.13.                             | Financial Covenants                                        | 68
| | ARTICLE VII     Events of Default         | 68                                                        
| | ARTICLE VIII     The Administrative Agent | 71                                                        
| | ARTICLE IX     Miscellaneous              | 73                                                        
| | SECTION 9.01.                             | Notices                                                    | 73
| | SECTION 9.02.                             | Waivers; Amendments                                        | 74
| | SECTION 9.03.                             | Expenses; Indemnity; Damage Waiver                         | 76
| | SECTION 9.04.                             | Successors and Assigns                                     | 77

ii



| | SECTION 9.05.                              | Survival                                                   | 80
| | ------------------------------------------ | ---------------------------------------------------------- | --
| | SECTION 9.06.                              | Counterparts; Integration; Effectiveness                   | 80
| | SECTION 9.07.                              | Severability                                               | 80
| | SECTION 9.08.                              | Right of Setoff                                            | 80
| | SECTION 9.09.                              | Governing Law; Jurisdiction; Consent to Service of Process | 81
| | SECTION 9.10.                              | WAIVER OF JURY TRIAL                                       | 81
| | SECTION 9.11.                              | Headings                                                   | 82
| | SECTION 9.12.                              | Confidentiality                                            | 82
| | SECTION 9.13.                              | Several Obligations; Nonreliance; Violation of Law         | 82
| | SECTION 9.14.                              | USA PATRIOT Act                                            | 82
| | SECTION 9.15.                              | Disclosure                                                 | 82
| | SECTION 9.16.                              | Appointment for Perfection                                 | 83
| | [SECTION 9.17.                             | Interest Rate Limitation                                   | 83
| | ARTICLE X     Loan Guaranty                | 83                                                        
| | SECTION 10.01.                             | Guaranty                                                   | 83
| | SECTION 10.02.                             | Guaranty of Payment                                        | 83
| | SECTION 10.03.                             | No Discharge or Diminishment of Loan Guaranty              | 83
| | SECTION 10.04.                             | Defenses Waived                                            | 84
| | SECTION 10.05.                             | Rights of Subrogation                                      | 84
| | SECTION 10.06.                             | Reinstatement; Stay of Acceleration                        | 85
| | SECTION 10.07.                             | Information                                                | 85
| | SECTION 10.08.                             | Termination                                                | 85
| | SECTION 10.09.                             | Taxes                                                      | 85
| | SECTION 10.10.                             | Maximum Liability                                          | 85
| | SECTION 10.11.                             | Contribution                                               | 86
| | SECTION 10.12.                             | Liability Cumulative                                       | 86
| | ARTICLE XI     THE BORROWER REPRESENTATIVE | 86                                                        
| | SECTION 11.01.                             | Appointment; Nature of Relationship                        | 86
| | SECTION 11.02.                             | Powers                                                     | 87
| | SECTION 11.03.                             | Employment of Agents                                       | 87
| | SECTION 11.04.                             | Notices                                                    | 87
| | SECTION 11.05.                             | Successor Borrower Representative                          | 87
| | SECTION 11.06.                             | Execution of Loan Documents; Borrowing Base Certificate    | 87
| | SECTION 11.07.                             | Reporting                                                  | 87

SCHEDULES:

Commitment Schedule
Schedule 3.05  Properties
Schedule 3.06  Disclosed Matters
Schedule 3.12  Material Agreements
Schedule 3.14  Insurance 
Schedule 3.15  Capitalization and Subsidiaries 
Schedule 3.18  Affiliate Transactions 
Schedule 6.01  Existing Indebtedness 
Schedule 6.02  Existing Liens

iii



Schedule 6.04  Existing Investments
Schedule 6.10  Existing Restrictions

EXHIBITS:

Exhibit A  Form of Assignment and Assumption 
Exhibit B  Form of Opinion of Borrowers Counsel 
Exhibit C  Form of Borrowing Base Certificate 
Exhibit D  Form of Compliance Certificate
Exhibit E  Joinder Agreement 
Exhibit F  Intercompany Subordination Agreement

iv



CREDIT AGREEMENT, dated as of February 4, 2008 (as it may be amended or modified from time to time, this Agreement), among UNITED SOLAR OVONIC CORPORATION and UNITED
SOLAR OVONIC LLC, as Borrowers, the other Loan Parties party thereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

The parties hereto agree as follows:

ARTICLE I

Definitions

SECTION 1.01.   Defined Terms.   As used in this Agreement, the following terms have the
meanings specified below:

ABR, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans
comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

Account has the meaning assigned to such term in the Security Agreement.

Account Debtor means any Person obligated on an Account.

Acquisition means any transaction, or any series of related transactions, consummated on or after the
Closing Date, by which any Loan Party (a) acquires any going business or all or substantially all of the assets of any Person, whether through purchase of assets, merger
or otherwise or (b) directly or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of votes)
of the Equity Interests of a Person which has ordinary voting power for the election of directors or other similar management personnel of a Person (other than Equity Interests
having such power only by reason of the happening of a contingency) or a majority of the outstanding Equity Interests of a Person.

Adjusted LIBO Rate means, with respect to any Eurodollar Borrowing for any Interest
Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the
Statutory Reserve Rate.

Administrative Agent means JPMorgan Chase Bank, N.A., in its capacity as administrative agent
for the Lenders hereunder.

Administrative Questionnaire means an Administrative Questionnaire in a form supplied by the
 Administrative Agent.

Affiliate
means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common
Control with the Person specified.

Aggregate Credit Exposure means, at any time, the aggregate Credit Exposure of all the
Lenders.





Aggregate
Liquidity means, at any time, the sum of (a) all of the cash held in the Liquidity Account at such time, plus (b) the market value of all of the Liquidity
Cash Equivalents at such time, plus (c) the Liquidity Investment Property existing at such time, plus (d) Total Availability at such time.

Alternate
Base Rate means, for any day, a rate per annum equal to the greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective
Rate in effect on such day plus 1⁄2 of 1%. Any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective
from and including the effective date of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

Applicable
Percentage means, with respect to any Lender, (a) with respect to Revolving Loans, LC Exposure or Overadvances, a percentage equal to a fraction the numerator of
which is such Lenders Revolving Commitment and the denominator of which is the aggregate Revolving Commitment of all Revolving Lenders (if the Revolving Commitments have
terminated or expired, the Applicable Percentages shall be determined based upon such Lenders share of the aggregate Revolving Exposures at that time) and (b) with
respect to Protective Advances or with respect to the Aggregate Credit Exposure, a percentage based upon its share of the Aggregate Credit Exposure and the unused
Commitments.

Applicable
Rate means, for any day, with respect to any ABR Loan or Eurodollar Revolving Loan, or with respect to the letter of credit fees payable hereunder, as the case may be,
the applicable rate per annum set forth below under the caption ABR Spread, Eurodollar Spread or Letter of Credit Fee Rate, as the case may
be, based upon the average daily Aggregate Liquidity as of the most recent determination date:

|Aggregate Liquidity                    | Revolver ABR Spread | Revolver Eurodollar Spread | Letter of Credit Fee Rate
|-------------------------------------- | ------------------- | -------------------------- | -------------------------
|Category 1 >$45,000,000                | -1.00%              | 1.25%                      | 1.25%                    
|Category 2>$15,000,000 but<$45,000,000 | -0.75%              | 1.50%                      | 1.50%                    
|Category 3<$15,000,000                 | -0.50%              | 1.75%                      | 1.75%                    
|                                       |                     |                            |                          

For
purposes of the foregoing, from the Effective Date through March 31, 2008, the Applicable Rate shall be those rates set forth in Category 2.  Each change to the Applicable
Rate resulting from a change in Aggregate Liquidity shall become effective thirty (30) days following the end of each fiscal quarter of Borrower, based on the average daily
Aggregate Liquidity for the immediately preceding quarter, as calculated by the Lender.  Notwithstanding the foregoing, upon the occurrence and during the continuance of an
Event of Default (including, without limitation, an Event of Default arising as a result of Borrowers failure to deliver Borrowing Base Certificates required to be delivered
by it pursuant to Section 5.01), the Applicable Rate shall be deemed to be Category 3.

2



Approved Fund has the meaning assigned to such term in Section 9.04.

Assignment and Assumption means an assignment and assumption entered into by a Lender and
an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of
Exhibit A or any other form approved by the Administrative Agent.

Auburn
Hills Lease means, collectively and individually, (i) that certain lease dated as of January 30, 2001, between United Solar Ovonic LLC as lessee and 3800 Lapeer LLC and
Lapeer Investor LLC as lessors, for the premises located at 3800 Lapeer Rd., Auburn Hills, MI 48326, and (ii) that certain lease dated as of June 7, 2005, between United Solar
Ovonic LLC as lessee and Dasch, Inc., d/b/a Pegasus Group as lessor for the premises located at 2705 Commerce Parkway, Auburn Hills, MI 48326, as the same may be amended as
permitted herein.

Availability
means, at any time, an amount equal to (a) the lesser of the Revolving Commitment and the Borrowing Base minus (b) the Revolving Exposure of all Revolving
Lenders.

Availability
Period means the period from and including the Effective Date to but excluding the earlier of the Maturity Date and the date of termination of the Commitments.

Available
Revolving Commitment means, at any time, the Revolving Commitment then in effect minus the Revolving Exposure of all Revolving Lenders at such time.

Banking
Services means each and any of the following bank services provided to any Loan Party by Chase or any of its Affiliates: (a) commercial credit cards, (b) stored value
cards and (c) treasury management services (including, without limitation, controlled disbursement, automated clearinghouse transactions, return items, overdrafts and
interstate depository network services).

Banking
Services Obligations of the Loan Parties means any and all obligations of the Loan Parties, whether absolute or contingent and howsoever and whensoever created,
arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor) in connection with Banking Services.

Banking
Services Reserves means all Reserves which the Administrative Agent from time to time establishes in its Permitted Discretion for Banking Services then provided or
outstanding.

Board
means the Board of Governors of the Federal Reserve System of the United States of America.

Borrower
or Borrowers means, individually or collectively, the Company and United Solar Ovonic Corporation, a Delaware corporation.

Borrower
Agreement means that certain Borrower Agreement, dated as of February 4, 2008, made and entered into by the Borrowers in favor of the Ex-Im Bank and Chase, as modified
by that certain Fast Track Borrower Agreement Supplement, dated as of February 4, 2008, made and entered into by Borrowers in favor of the Ex-Im Bank and Chase, as the same may
be further amended, restated, supplemented or otherwise modified from time to time.

Borrower
Representative means the Company, in its capacity as contractual representative of the Borrowers pursuant to Article XI.

3



Borrowing
means (a) Revolving Loans of the same Type, made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect,
(b) a Protective Advance and (c) an Overadvance.

Borrowing
Base means, at any time, the sum of (a) up to 85% of the Borrowers Eligible Accounts at such time, plus (b) the lesser of (i) up to 75%
of the Borrowers Eligible Inventory, valued at the lower of cost or market value, determined on a first-in-first-out basis, at such time and (ii) the product of up to 85%
multiplied by the Net Orderly Liquidation Value percentage identified in the most recent inventory appraisal ordered by the Administrative Agent multiplied by the
Borrowers Eligible Inventory, valued at the lower of cost or market value, determined on a first-in-first-out basis, at such time, minus
(c) Reserves. The maximum amount of Inventory which may be included as part of the Borrowing Base is $15,000,000. The Administrative Agent may, in its Permitted Discretion
(based on appraisals, field examinations, other Collateral and Borrowing Base Examinations and such other considerations a secured asset-based lender may deem appropriate), reduce
the advance rates set forth above, adjust Reserves or reduce one or more of the other elements used in computing the Borrowing Base.

Borrowing
Base Certificate means a certificate, signed and certified as accurate and complete by a Financial Officer of the Borrower Representative, in substantially the form
of Exhibit Cor another form which is acceptable to the Administrative Agent in its sole discretion.

Borrowing
Request means a request by the Borrower Representative for a Revolving Borrowing in accordance with Section 2.02.

Business
Day means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed;
provided that, when used in connection with a Eurodollar Loan, the term Business Day shall also exclude any day on which banks are not open for
dealings in dollar deposits in the London interbank market.

Capital
Lease Obligations of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real
or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under
GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

Cash
Equivalents means certificates of deposit, bankers acceptances and time deposits maturing within 180 days from the date of acquisition thereof issued or
guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States of
America or any State thereof which has a combined capital and surplus and undivided profits of not less than $500,000,000.

Change
in Control means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities
Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the date hereof), of Equity Interests representing more than 30% of the
aggregate ordinary voting power represented by the issued and outstanding Equity Interests of Holdings; (b) except as permitted under Section 6.03, Holdings shall cease to own, free
and clear of all Liens or other encumbrances (other than Permitted Encumbrances), at least 100% of the outstanding voting Equity Interests of United Solar Ovonic Corporation on a
fully diluted basis; (c) except as permitted under Section 6.03, Holdings and United Solar Ovonic Corporation shall (directly or indirectly) cease to own, free and clear of all
Liens or other

4



encumbrances (other than Permitted Encumbrances), at least 100% of the
outstanding voting Equity Interests of the Company on a fully diluted basis; (d) occupation of a majority of the seats (other than vacant seats) on the board of directors
of Holdings or United Solar Ovonic Corporation by Persons who were neither (i) nominated by the board of directors of Holdings or United Solar Ovonic Corporation, as the case may
be, nor (ii) appointed by directors so nominated; or (e) except as permitted under Section 6.03 and 6.05, Holdings, United Solar Ovonic Corporation or the Company shall (directly or
indirectly) cease to own, free and clear of all Liens or other encumbrances (other than Permitted Encumbrances), at least 100% of the outstanding voting Equity Interests of any
Person who becomes a Loan Party after the Effective Date on a fully diluted basis.

Change in Law means (a) the adoption of any law, rule or regulation after the date of
this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c)
compliance by any Lender or the Issuing Bank (or, for purposes of Section 2.15(b), by any lending office of such Lender or by such Lenders or the Issuing Banks holding
company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement.

Chase
means JPMorgan Chase Bank, N.A., a national banking association, in its individual capacity, and its successors.

Class,
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans, Protective Advances or Overadvances.

Code
means the Internal Revenue Code of 1986, as amended from time to time.

Collateral
means any and all property owned, leased or operated by a Person covered by the Collateral Documents and any and all other property of any Loan Party, now existing or hereafter acquired, that may at any time be or become subject to a security interest or Lien in
favor of the Administrative Agent, on behalf of itself and the Lenders, to secure the Secured Obligations.

Collateral Access Agreement has the meaning assigned to such term in the Security Agreement.

Collateral
Documents means, collectively, the Security Agreement and any other documents granting a Lien upon the Collateral as security for payment of the Secured Obligations.

Collection Account has the meaning assigned to such term in the Security Agreement.

Commitment means, with respect to each Lender, such Lenders Revolving Commitment, together with
the commitment of such Lender to acquire participations in Protective Advances hereunder.  The initial amount of each Lenders Commitment is set forth on the Commitment
Schedule, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Commitment, as applicable.

Commitment Schedule means the Schedule attached hereto identified as such.

Company means United Solar Ovonic LLC, a Delaware limited liability company.

Control means the possession, directly or indirectly, of the power to direct or cause the direction of
the management or policies of a Person, whether through the ability to exercise voting
power,

5



by contract or otherwise. Controlling and Controlled have meanings correlative thereto.

Controlled
Disbursement Account means the following account: account #754130581 maintained by the Company at Chase, and any replacement or additional accounts of the Borrowers
maintained with the Administrative Agent as a zero balance, cash management account pursuant to and under any agreement between a Borrower and the Administrative Agent, as
modified and amended from time to time, and through which all disbursements of a Borrower and any Subsidiary that is a Loan Party are made and settled on a daily basis with no
uninvested balance remaining overnight.

Credit
Exposure means, as to any Lender at any time, the sum of (a) such Lenders Revolving Exposure at such time, plus (b) an amount equal to its
Applicable Percentage, if any, of the aggregate principal amount of Protective Advances outstanding at such time.

Default
means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

Disclosed
Matters means the actions, suits and proceedings and the environmental matters disclosed in Schedule 3.06.

Document has the meaning assigned to such term in the Security Agreement.

dollars or $ refers to lawful money of the United States of America.

Domestic
Subsidiary means a Subsidiary incorporated or otherwise organized under the laws of a state of the United States of America or the District of Columbia.

Effective
Date means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 9.02).

Eligible
Accounts means, at any time, the Accounts of a Borrower which the Administrative Agent determines in its Permitted Discretion are eligible as the basis for the extension
of Revolving Loans and the issuance of Letters of Credit hereunder. Without limiting the Administrative Agents discretion provided herein, Eligible Accounts shall not
include any Account:

| | (a)       
               which is not subject to a first priority perfected security interest in favor of the Administrative Agent;
| | ------------------------------------------------------------------------------------------------------------------------------------

| | (b)       
               which is subject to any Lien other than (i) a Lien in favor of the Administrative Agent and (ii) a Permitted Encumbrance which does not have
               priority over the Lien in favor of the Administrative Agent;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)       
               with respect to which is unpaid more than 90 days after the date of the original invoice therefor or more than 60 days after the original due date, or which has
               been written off the books of the Borrower or otherwise designated as uncollectible;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d)       
               which is owing by an Account Debtor for which more than 50% of the Accounts owing from such Account Debtor and its Affiliates are ineligible hereunder;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (e)       
               which is owing by an Account Debtor to the extent the aggregate amount of Accounts owing from such Account Debtor and its Affiliates to (i) such Borrower
               exceeds 25% of the aggregate amount of Eligible Accounts of such Borrower or (ii) all Borrowers exceeds
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

6



| | 25% of the aggregate amount of Eligible Accounts of
               all Borrowers (provided that the portion not in excess of such amounts shall constitute Eligible Accounts);
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (f)       
               with respect to which any covenant, representation, or warranty contained in this Agreement or in the Security Agreement has been breached or is not true in
               any material respect when made or deemed made;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (g)       
               which (i) does not arise from the sale of goods or performance of services in the ordinary course of business, (ii) is not evidenced by an invoice or other
               documentation satisfactory to the Administrative Agent which has been sent to the Account Debtor, (iii) represents a progress billing that remains
               subject to completion or further performance by the Borrower, (iv) is contingent upon the Borrowers completion of any further performance, (v) represents a
               sale on a bill-and-hold, guaranteed sale, sale-and-return, sale on approval, consignment, cash-on-delivery or any other repurchase or return basis or (vi)
               relates to payments of interest;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (h)       
               for which (i) the goods giving rise to such Account have not been shipped to or otherwise obtained by the Account Debtor, unless (y) the Borrower shall have
               notified the Account Debtor in writing on the invoice date that such goods are available for shipment to, or are otherwise available to be picked up by, such
               Account Debtor and (z) within seven (7) Business Days after the invoice date and such notification, such goods have been shipped to or otherwise obtained by such
               Account Debtor, or (ii) the services giving rise to such Account have not been performed by such Borrower or if such Account was invoiced more than once;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (i)       
               with respect to which any check or other instrument of payment has been received, presented for payment and returned uncollected for any reason;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (j)       
               which is owed by an Account Debtor which has (i) applied for, suffered, or consented to the appointment of any receiver, custodian, trustee, or liquidator
               of its assets, (ii) has had possession of all or a material part of its property taken by any receiver, custodian, trustee or liquidator, (iii) filed, or had
               filed against it, any request or petition for liquidation, reorganization, arrangement, adjustment of debts, adjudication as bankrupt, winding-up, or
               voluntary or involuntary case under any state or federal bankruptcy laws, (iv) has admitted in writing its inability, or is generally unable to, pay its debts
               as they become due, (v) become insolvent, or (vi) ceased operation of its business;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (k)       
               which is owed by any Account Debtor which has sold all or a substantially all of its assets;
| | ----------------------------------------------------------------------------------------------------------------------

| | (l)       
               which is owed by an Account Debtor which (i) does not maintain its chief executive office in the U.S. or Canada or (ii) is not organized under applicable
               law of the U.S., any state of the U.S., Canada, or any province of Canada unless, in either case, such Account is backed by a Letter of Credit acceptable
               to the Administrative Agent which is in the possession of, has been assigned to and is directly drawable by the Administrative Agent;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (m)       
               which is owed in any currency other than U.S. dollars;
| | --------------------------------------------------------------------------------

| | (n)       
               which is owed by (i) the government (or any department, agency, public
               corporation, or instrumentality thereof) of any country other than the U.S.
               unless such Account is backed by a Letter of Credit acceptable to the
               Administrative Agent which is in the possession of
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

7



| | the Administrative Agent, or
               (ii) the government of the U.S., or any department, agency, public corporation, or instrumentality thereof, unless the Federal Assignment of Claims Act of 1940,
               as amended (31 U.S.C. § 3727 et seq. and 41 U.S.C. § 15 et seq.), and any other steps necessary to perfect the Lien of the
               Administrative Agent in such Account have been complied with to the Administrative Agents satisfaction;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (o)       
               which is owed by any Affiliate, employee, officer, director, agent or
               stockholder of any Loan Party;
| | ---------------------------------------------------------------------------------------------------------------------------------------------

| | (p)       
               which is owed by an Account Debtor or any Affiliate of such Account Debtor to
               which any Loan Party is indebted, but only to the extent of such indebtedness or
               is subject to any security, deposit, progress payment, retainage or other
               similar advance made by or for the benefit of an Account Debtor, in each case to
               the extent thereof;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (q)       
               which is subject to any counterclaim, deduction, defense, setoff or dispute that
               has not been waived in writing;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------

| | (r)       
               which is evidenced by any promissory note, chattel paper, or instrument;
| | --------------------------------------------------------------------------------------------------

| | (s)       
               which is owed by an Account Debtor located in New Jersey, Minnesota, Indiana,
               Alabama, West Virginia or any other jurisdiction which requires filing of a
               Notice of Business Activities Report or other similar report in
               order to permit such Borrower to seek judicial enforcement in such jurisdiction
               of payment of such Account, unless such Borrower has filed such report or
               qualified to do business in such jurisdiction;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (t)       
               with respect to which such Borrower has made any agreement with the Account
               Debtor for any reduction thereof, other than discounts and adjustments given in
               the ordinary course of business, or any Account which was partially paid and
               such Borrower created a new receivable for the unpaid portion of such Account;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (u)       
               which does not comply in all material respects with the requirements of all
               applicable laws and regulations, whether Federal, state or local, the
               noncompliance with which would have a Material Adverse Effect, including without
               limitation the Federal Consumer Credit Protection Act, the Federal Truth in
               Lending Act and Regulation Z of the Board;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (v)       
               which is for goods that have been sold under a purchase order or pursuant to the
               terms of a contract or other agreement or understanding (written or oral) that
               indicates or purports that any Person other than such Borrower has or has had an
               ownership interest in such goods, or which indicates any party other than such
               Borrower as payee or remittance party;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (w)       
               which was created on cash on delivery terms;
| | ----------------------------------------------------------------------

| | (x)       
               which is included in the Export-Related Borrowing Base; or
| | ------------------------------------------------------------------------------------

| | (y)       
               which the Administrative Agent determines, in its Permitted Discretion, may not
               be paid by reason of the Account Debtors inability to pay or which the
               Administrative Agent otherwise determines, in its Permitted Discretion, is
               unacceptable.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In
the event that an Account which was previously an Eligible Account ceases to be an Eligible Account hereunder, such Borrower or the Borrower Representative shall notify the

8



Administrative Agent thereof on and at the time of submission to the Administrative Agent
of the next Borrowing Base Certificate. In determining the amount of an Eligible Account, the face amount of an Account may, in the Administrative Agents Permitted
Discretion, be reduced by, without duplication, to the extent not reflected in such face amount, (i) the amount of all accrued and actual discounts, claims, credits or credits
pending, promotional program allowances, price adjustments, finance charges or other allowances (including any amount that such Borrower may be obligated to rebate to an
Account Debtor pursuant to the terms of any agreement or understanding (written or oral)) and (ii) the aggregate amount of all cash received in respect of such Account but not yet
applied by such Borrower to reduce the amount of such Account.

Eligible
Inventory means, at any time, the Inventory of a Borrower which the Administrative Agent determines in its Permitted Discretion is eligible as the basis for
the extension of Revolving Loans and the issuance of Letters of Credit hereunder. Without limiting the Administrative Agents discretion provided herein, Eligible Inventory
shall not include any Inventory:

| | (a)       
               which is not subject to a first priority perfected Lien in favor of the
               Administrative Agent;
| | --------------------------------------------------------------------------------------------------------------------------------------

| | (b)       
               which is subject to any Lien other than (i) a Lien in favor of the
               Administrative Agent and (ii) a Permitted Encumbrance which does not have
               priority over the Lien in favor of the Administrative Agent;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)       
               which is, in the Administrative Agents Permitted Discretion, slow moving,
               obsolete, unmerchantable, defective, used, unfit for sale, not salable at prices
               approximating at least the cost of such Inventory in the ordinary course of
               business or unacceptable due to age, type, category and/or quantity;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d)       
               with respect to which any covenant, representation, or warranty contained in
               this Agreement or the Security Agreement has been breached or is not true in any
               material respect when made and which does not conform in all material respects
               to all standards imposed by any Governmental Authority having regulatory
               authority over the Borrower;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (e)       
               in which any Person other than such Borrower shall (i) have any direct or
               indirect ownership, interest or title to such Inventory (other than Liens
               arising under the Loan Documents or Permitted Encumbrances which do not have
               priority over the Lien in favor of the Administrative Agent) or (ii) be
               indicated on any purchase order or invoice with respect to such Inventory as
               having or purporting to have an interest therein;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (f)       
               which is not finished goods or raw materials or which constitutes
               work-in-process, spare or replacement parts, subassemblies, packaging and
               shipping material, manufacturing supplies, samples, prototypes, displays or
               display items, bill-and-hold goods, goods that are returned or marked for
               return, repossessed goods, defective or damaged goods, goods held on
               consignment, or goods which are not of a type held for sale in the ordinary
               course of business;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (g)       
               which is not located in the U.S. or is in transit with a common carrier from
               vendors and suppliers;
| | --------------------------------------------------------------------------------------------------------------------------------------------

| | (h)       
               which is located in any location leased by such Borrower unless the lessor has
               delivered to the Administrative Agent a Collateral Access Agreement;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

9



| | (i)       
               which is located in any third party warehouse or is in the possession of a
               bailee (other than a third party processor) and is not evidenced by a Document,
               unless such warehouseman or bailee has delivered to the Administrative Agent a
               Collateral Access Agreement and such other documentation as the Administrative
               Agent may require; provided, however, that, with respect to
               Eligible Inventory located at 8920 Kenamar Drive, Suite 205-206, San Diego,
               California 92121, so long as the Collateral Access Agreement for such location
               limits the duration of the Administrative Agents access rights thereunder
               to thirty (30) days, the total value of such Eligible Inventory included in the
               Borrowing Base shall not at any time exceed $100,000; and provided,
               further, that with respect to Eligible Inventory located at 3800 Lapeer
               Road, Auburn Hills, Michigan 48326 (the Lapeer Road Location), the
               Administrative Agent shall, on the Effective Date, establish a Reserve in an
               amount equal to three (3) months rental payments due under the lease with
               respect to such premises (the Lapeer Road Rent Reserve), whereupon
               Borrowers may include such Eligible Inventory in the Borrowing Base for a period
               of up to sixty (60) days after the Effective Date; and provided,
               further, that, in the event that the Borrowers shall have delivered a
               fully executed Collateral Access Agreement for the Lapeer Road Location in form
               and substance acceptable to Administrative Agent, in its sole discretion, on or
               before the expiration of the sixty (60) day period referred to in the
               immediately preceding proviso, the Administrative Agent shall release the Lapeer
               Road Rent Reserve and the Eligible Inventory located at the Lapeer Road Location
               may continue to be included in the Borrowing Base thereafter; and
               provided, further, that, in the event that the Borrowers shall not
               have delivered a fully executed Collateral Access Agreement for the Lapeer Road
               Location in form and substance acceptable to Administrative Agent, in its sole
               discretion, on or before the expiration of such sixty (60) day period, then,
               upon the expiration of such sixty (60) day period, the Administrative Agent may
               elect, in its sole discretion, to either (y) keep the Lapeer Road Rent Reserve
               in place, in which case the Eligible Inventory located at the Lapeer Road
               Location may continue to be included in the Borrowing Base or (z) release the
               Lapeer Road Rent Reserve, in which case the Inventory located at the Lapeer Road
               Location shall be ineligible for inclusion in the Borrowing Base;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (j)       
               which is being processed offsite at a third party location or outside processor,
               or is in-transit to or from said third party location or outside processor;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (k)       
               which is a discontinued product or component thereof;
| | -------------------------------------------------------------------------------

| | (l)       
               which is the subject of a consignment by such Borrower as consignor;
| | ----------------------------------------------------------------------------------------------

| | (m)       
               which is perishable;
| | ----------------------------------------------

| | (n)       
               which contains or bears any intellectual property rights licensed to such
               Borrower unless the Borrower may sell or otherwise dispose of such Inventory
               without (i) infringing the rights of such licensor, (ii) violating the terms of
               the applicable license with such licensor, or (iii) incurring any liability with
               respect to payment of royalties other than royalties incurred under the
               applicable licensing agreement;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (o)       
          which is not reflected in a current perpetual inventory report of such Borrower;
| | -----------------------------------------------------------------------------------------------------

| | (p)       
          for which reclamation rights have been asserted by the seller;
| | -----------------------------------------------------------------------------------

| | (q)       
          which is included in the Export-Related Borrowing Base; or
| | -------------------------------------------------------------------------------

10



| | (r)       
               which the Administrative Agent otherwise determines, in its Permitted
               Discretion, is unacceptable.
| | -------------------------------------------------------------------------------------------------------------------------------------------

In
the event that Inventory which was previously Eligible Inventory ceases to be Eligible Inventory hereunder, such Borrower or the Borrower Representative shall notify the
Administrative Agent thereof on and at the time of submission to the Administrative Agent of the next Borrowing Base Certificate.

Environmental
Laws means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into
by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the management, release or threatened release of any
Hazardous Material or to health and safety matters.

Environmental
Liability means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of any
Borrower or any Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling,
transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release
of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to
any of the foregoing.

Equity
Interests  means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity
ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.

ERISA
means the Employee Retirement Income Security Act of 1974, as amended from time to time.

ERISA
Affiliate means any trade or business (whether or not incorporated) that, together with a Borrower, is treated as a single employer under Section 414(b) or (c)
of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

ERISA
Event means (a) any reportable event, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan
(other than an event for which the 30-day notice period is waived); (b) the existence with respect to any Plan of an accumulated funding deficiency (as defined in
Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of
ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by any Borrower or any of its ERISA Affiliates of any
liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by any Borrower or any ERISA Affiliate from the PBGC or a plan
administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by any Borrower or any of its
ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by any Borrower or any ERISA
Affiliate of any notice, or the receipt by any Multiemployer Plan from any Borrower or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a
determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.

11



Eurodollar,
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the
Adjusted LIBO Rate.

Event
of Default has the meaning assigned to such term in Article VII.

Excluded
Taxes means, with respect to the Administrative Agent, any Lender, the Issuing Bank or any other recipient of any payment to be made by or on account of any obligation
of any Borrower hereunder, (a) income, franchise or similar taxes imposed on (or measured by) its net income by the United States of America, or by the jurisdiction under the laws
of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch
profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which any Borrower is located and (c) in the case of a Foreign
Lender (other than an assignee pursuant to a request by a Borrower under Section 2.19(b)), any withholding tax that is imposed on amounts payable to such Foreign Lender at the time
such Foreign Lender becomes a party to this Agreement (or designates a new lending office) or is attributable to such Foreign Lenders failure to comply with Section 2.17(e),
except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional
amounts from the Borrowers with respect to such withholding tax pursuant to Section 2.17(a).

Ex-Im
Availability has the meaning set forth in the Fast Track Export Loan Agreement.

Ex-Im Bank
means the Export-Import Bank of the United States.

Ex-Im
Documents means the Borrower Agreement, the Fast Track Export Loan Agreement, any promissory notes issued pursuant to the Fast Track Export Loan Agreement, any letter
of credit applications or letters of credit issued in connection with the Fast Track Export Loan Agreement, the Collateral Documents, the Loan Guaranty, the Fast Track Lender
Agreement, the Fast Track Loan Authorization Agreement, the Intracreditor Subordination and Confirmation, the Master Guarantee Agreement and all other agreements, instruments,
documents and certificates executed and delivered in connection with any of the foregoing and including all other pledges, powers of attorney, consents, assignments, contracts,
notices, letter of credit agreements and all other written matter whether heretofore, now or hereafter executed by or on behalf of any Loan Party, or any employee of any Loan
Party, and delivered in connection with the foregoing or the transactions contemplated thereby. Any reference in the Agreement or any other Loan Document to an Ex-Im Document
shall include all appendices, exhibits or schedules thereto, and all amendments, restatements, supplements or other modifications thereto.

Ex-Im
Facility means the credit facility established by Chase in favor of the Borrowers pursuant to the Ex-Im Documents.

Ex-Im
LC Exposure shall mean LC Exposure as such term is defined in the Fast Track Export Loan Agreement.

Ex-Im
Obligations means all loans, advances, debts, expenses, fees, liabilities and obligations for the performance of covenants, tasks or duties or for the payment of
monetary amounts (whether or not such performance is then required or contingent, or amounts are liquidated or determinable), including any accrued interest on any of the
foregoing, owing by the Borrowers and each other Loan Party to Chase, of any kind or nature, present or future, arising in connection with the Ex-Im Facility.

12



Export-Related Borrowing Base has the meaning assigned to such term in the Borrower Agreement.

Fast Track Export Loan Agreement means that certain Fast Track Export Loan Agreement,
dated as of February 4, 2008, among the Borrowers and Chase and acknowledged by JPMorgan Chase Bank, N.A. (Global Trade Services), as the same may be amended, restated,
supplemented or otherwise modified from time to time.

Fast Track Lender Agreement means that certain Fast Track Lender Agreement,dated as of December 19, 2005, between Ex-Im Bank and Chase, as the same may be amended, restated, supplemented or otherwise modified from time to time.

Fast
Track Loan Authorization Agreement means that certain Fast Track Loan Authorization Agreement, dated as of January 31, 2008, between Ex-Im Bank and Chase, as
the same may be amended, restated, supplemented or otherwise modified from time to time.

Federal
Funds Effective Rate means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of
New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for
such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

Financial
Officer means the chief financial officer, principal accounting officer, treasurer or controller of a Borrower.

Foreign
Lender means any Lender that is organized under the laws of a jurisdiction other than that in which the Borrowers are located. For purposes of this definition, the United
States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

Foreign
Subsidiary means a Subsidiary that is not a Domestic Subsidiary.

Funding Accounts
has the meaning assigned to such term in Section 4.01(h).

GAAP
means generally accepted accounting principles in the United States of America.

Governmental
Authority means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority,
instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions
of or pertaining to government.

Guarantee
of or by any Person (the guarantor) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any
Indebtedness or other monetary obligation of any other Person (the primary obligor) in any manner, whether directly or indirectly, and including any
obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or
to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the
purpose of assuring the owner of such

13



Indebtedness or other obligation of the payment
thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary
obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or
obligation; provided, that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business. The amount of any Guarantee
shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which Guarantee is made plus all fees
expenses and other similar amounts owing under or with respect to such Guarantee and (b) the maximum amount for which such Person may be liable pursuant to the terms of the
instrument embodying such Guarantee, unless such primary obligation and the maximum amount for which such Person may be liable are not stated or determinable, in which case the
amount of such Guarantee shall be the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as determined by such
Person in good faith.

Guaranteed Obligations has the meaning assigned to such term in Section 10.01.

Hazardous
Materials means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or
petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of
any nature regulated pursuant to any Environmental Law.

Holdings
means Energy Conversion Devices, Inc., a Delaware corporation.

Indebtedness
of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind, (b) all
obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all other similar obligations of such Person upon which interest charges are
customarily paid, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all
obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business),
(f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on
property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (g) all Guarantees by such Person of Indebtedness of others,
(h) all Capital Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of
credit and letters of guaranty, (j) all obligations, contingent or otherwise, of such Person in respect of bankers acceptances, (k) obligations under any liquidated
earn-out, and (l) any other Off-Balance Sheet Liability. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which
such Person is a general partner) to the extent such Person is liable therefor as a result of such Persons ownership interest in or other relationship with such entity, except
to the extent the terms of such Indebtedness provide that such Person is not liable therefor.

Indemnified
Taxes means Taxes other than Excluded Taxes.

Interest
Election Request means a request by the Borrower Representative to convert or continue a Revolving Borrowing in accordance with Section 2.08.

Interest
Payment Date means (a) with respect to any ABR Loan, the first day of each calendar monthand the Maturity Date, and (b) with respect to any Eurodollar Loan,
the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar Borrowing with an Interest Period of more than three
months duration, each day prior to the last day of

14



such Interest Period that occurs at intervals of three months duration after the first day of such Interest Period
and the Maturity Date.

Interest
Period means with respect to any Eurodollar Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar
month that is one, two, three or six months thereafter, as the Borrower Representative may elect; provided, that (i) if any Interest Period would end on a
day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless, in the case of a Eurodollar Borrowing only, such next
succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (ii) any Interest Period
pertaining to a Eurodollar Borrowing that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last
calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing
initially shall be the date on which such Borrowing is made and, in the case of a Revolving Borrowing, thereafter shall be the effective date of the most recent conversion
or continuation of such Borrowing.

Intracreditor
Subordination and Confirmation means that certain Intracreditor Subordination and Confirmation, dated as of February 4, 2008, executed by Chase and acknowledged by
JPMorgan Chase Bank, N.A. (Global Trade Services), the Borrowers and the guarantors signatory thereto, as the same may be amended, restated, supplemented or otherwise
modified from time to time.

Inventory
has the meaning assigned to such term in the Security Agreement.

Issuing
Bank means Chase, in its capacity as the issuer of Letters of Credit hereunder, and its successors in such capacity as provided in Section 2.06(i). The Issuing Bank
may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of the Issuing Bank, in which case the term Issuing Bank shall
include any such Affiliate with respect to Letters of Credit issued by such Affiliate.

Joinder
Agreement has the meaning assigned to such term in Section 5.11.

LC
Collateral Account has the meaning assigned to such term in Section 2.06(j).

LC Disbursement
means a payment made by the Issuing Bank pursuant to a Letter of Credit.

LC
Exposure means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the aggregate amount of all LC
Disbursements that have not yet been reimbursed by or on behalf of the Borrowers at such time. The LC Exposure of any Revolving Lender at any time shall be its Applicable
Percentage of the total LC Exposure at such time.

Lenders
means the Persons listed on the Commitment Schedule and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption, other than any such
Person that ceases to be a party hereto pursuant to an Assignment and Assumption.

Letter
of Credit means any letter of credit issued pursuant to this Agreement.

LIBO
Rate means, with respect to any Eurodollar Borrowing for any Interest Period,
the rate appearing on Reuters Screen LIBOR01 Page (or on any successor or substitute page
of such Service, or any successor to or substitute for such Service, providing rate
quotations comparable to those

15



currently provided on such page of such Service, as determined by the Administrative Agent from time to time for purposes of providing
quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of
such Interest Period, as the rate for dollar deposits with a maturity comparable to such Interest Period. In the event that such rate is not available at such time for any reason,
then the LIBO Rate with respect to such Eurodollar Borrowing for such Interest Period shall be the rate at which dollar deposits of $5,000,000 and for a
maturity comparable to such Interest Period are offered by the principal London office of the Administrative Agent in immediately available funds in the London interbank market at
approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period.

Lien
means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset,
(b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially
the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with
respect to such securities.

Line
of Business Subsidiary means any direct or indirect subsidiary, Affiliate or joint venture of Holdings (other than a Borrower or a subsidiary of a Borrower) that is
primarily engaged in, or an integral part of, the solar businesses engaged in by the Borrowers and their subsidiaries as of the Effective Date.

Liquidity
means, at any time, the sum of (a) all of the Loan Parties cash held in the Liquidity Account or any other account in which the Administrative Agent shall have a
perfected first priority Lien at such time, plus (b) the market value of all of the Loan Parties Liquidity Cash Equivalents at such time, plus (c) the Liquidity
Investment Property existing at such time, plus (d) Availability at such time.

Liquidity
Account means the interest-bearing deposit account designated Account No. 2331297974 maintained by the Company at Chase, in which the Administrative Agent shall
have a perfected, first priority security interest.

Liquidity
Cash Equivalents means Cash Equivalents in which the Administrative Agent has a perfected first priority Lien securing the Secured Obligations.

Liquidity
Investment Property means Investment Property (as such term is defined in the UCC) in an amount and which is otherwise acceptable to the Administrative Agent, in its
sole discretion, and in which the Administrative Agent has a perfected first priority Lien securing the Secured Obligations.

Loan
Documents means this Agreement, any promissory notes issued pursuant to the Agreement, any Letter of Credit applications, the Collateral Documents, the Loan Guaranty,
and all other agreements, instruments, documents and certificates identified in Section 4.01 executed and delivered to, or in favor of, the Administrative Agent or any Lenders
and including all other pledges, powers of attorney, consents, assignments, contracts, notices, letter of credit agreements and all other written matter whether heretofore, now
or hereafter executed by or on behalf of any Loan Party, or any employee of any Loan Party, and delivered to the Administrative Agent or any Lender in connection with the
Agreement or the transactions contemplated thereby. Any reference in the Agreement or any other Loan Document to a Loan Document shall include all appendices, exhibits or schedules
thereto, and all amendments, restatements, supplements or other modifications thereto, and shall refer to the Agreement or such Loan

16



Document as the same may be in effect at any and all times such reference becomes operative.

Loan
Guarantor means each Loan Party.

Loan
Guaranty means Article X of this Agreement, and each separate Guarantee (if any), in form and substance satisfactory to the Administrative Agent, which may be
delivered by a Loan Guarantor after the Effective Date, as each may be amended or modified and in effect from time to time.

Loan
Parties means Holdings, the Borrowers, Domestic Subsidiaries (if any) and any other Person who becomes a party to this Agreement pursuant to a Joinder Agreement, and
their respective successors and assigns.

Loans
means the loans and advances made by the Lenders pursuant to this Agreement, including, Overadvances and Protective Advances.

Master
Guarantee Agreement means that certain Master Guarantee Agreement, dated as of November 1, 2005, by and between Ex-Im Bank and Chase, as the same may be amended,
restated, supplemented, replaced or otherwise modified from time to time.

Material
Adverse Effect means a material adverse effect on (a) the business, assets, operations or condition, financial or otherwise, of the Borrowers and the Subsidiaries
that are Loan Parties, taken as a whole, (b) the ability of any Loan Party to perform any of its obligations under the Loan Documents to which it is a party, (c) the
Collateral, or the Administrative Agents Liens (on behalf of itself and the Lenders) on the Collateral or the priority of such Liens, or (d) the rights and remedies of
the Administrative Agent, the Issuing Bank or the Lenders thereunder.

Material
Indebtedness means Indebtedness (other than the Loans and Letters of Credit), or obligations in respect of one or more Swap Agreements, of any one or more of Holdings, the
Borrowers and the Subsidiaries in an aggregate principal amount exceeding $500,000. For purposes of determining Material Indebtedness, the obligations of Holdings,
any Borrower or any Subsidiary in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that Holdings, such
Borrower or such Subsidiary would be required to pay if such Swap Agreement were terminated at such time.

Maturity
Date means February 4, 2013 or any earlier date on which the Commitments are reduced to zero or otherwise terminated pursuant to the terms hereof; provided,
however, that the foregoing date shall be deemed to be February 4, 2011 unless on or before July 5, 2010, the Borrowers shall have delivered evidence satisfactory to the
Administrative Agent that the Maturity Date (as that term is defined in the Fast Track Export Loan Agreement) has been extended to February 4, 2013.

Maximum
Liability has the meaning assigned to such term in Section 10.10.

Mexican Lease
means that certain Lease Built to Suit Agreement, dated October 24, 2006, by an among Vesta Baja California, S. de R.L. de C.V., United Solar Systems de Mexico, S.A. de C.V.
and United Solar Ovonic LLC, as the same may be amended as permitted herein.

Moodys
means Moodys Investors Service, Inc.

Multiemployer
Plan means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

17



Net
Orderly Liquidation Value means, with respect to Inventory, Equipment or intangibles of any Person, the orderly liquidation value thereof as determined in a manner
acceptable to the Administrative Agent by an appraiser acceptable to the Administrative Agent, net of all costs of liquidation thereof.

Net
Proceeds means, with respect to any event, (a) the cash proceeds received in respect of such event including (i) any cash received in respect of any non-cash
proceeds (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or
otherwise, but excluding any interest payments), but only as and when received, (ii) in the case of a casualty, insurance proceeds and (iii) in the case of a
condemnation or similar event, condemnation awards and similar payments, net of (b) the sum of (i) all reasonable fees and out-of-pocket expenses paid to third
parties (other than Affiliates) in connection with such event, (ii) in the case of a sale, transfer or other disposition of an asset (including pursuant to a sale and
leaseback transaction or a casualty or a condemnation or similar proceeding), the amount of all payments required to be made as a result of such event to repay Indebtedness (other
than Loans) secured by such asset or otherwise subject to mandatory prepayment as a result of such event and (iii) the amount of all taxes paid (or reasonably estimated to be
payable) and the amount of any reserves established to fund contingent liabilities reasonably estimated to be payable (as determined reasonably and in good faith by a
Financial Officer).

Non-Paying
Guarantor has the meaning assigned to such term in Section 10.11.

Obligated
Party has the meaning assigned to such term in Section 10.02.

Obligations
means all unpaid principal of and accrued and unpaid interest on the Loans, all LC Exposure, all accrued and unpaid fees and all expenses, reimbursements, indemnities and
other obligations of the Loan Parties to the Lenders or to any Lender, the Administrative Agent, the Issuing Bank or any indemnified party arising under the Loan Documents.

Off-Balance
Sheet Liability of a Person means (a) any repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such Person, (b) any
indebtedness, liability or obligation under any so-called synthetic lease transaction entered into by such Person, or (c) any indebtedness, liability or obligation
arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance
sheets of such Person (other than operating leases).

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

Overadvance
has the meaning assigned to such term in Section 2.05(a).

Participant has
the meaning set forth in Section 9.04.

Paying
Guarantor has the meaning assigned to such term in Section 10.11.

PBGC
means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

Permitted
Acquisition means any Acquisition by any Borrower or any Subsidiary in a transaction that satisfies each of the following requirements:

18



| | (i)       
               such Acquisition is not a hostile or contested acquisition;
| | -------------------------------------------------------------------------------------

| | (ii)       
               the business acquired in connection with such Acquisition is not engaged, directly or indirectly, in any line of business other than the businesses in
               which the Loan Parties are engaged on the Effective Date and any business activities that are substantially similar, related, or incidental thereto;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)       
               both before and after giving effect to such Acquisition and the Loans (if any) requested to be made in connection therewith, each of the representations and
warranties in the Loan Documents is true and correct in all material respects (except (i) any such representation or warranty which relates to a specified
prior date and (ii) to the extent the Administrative Agent has been notified in writing by the Loan Parties that any representation or warranty is not correct
and the Administrative Agent has explicitly waived in writing compliance with such representation or warranty) and no Default exists or would result
therefrom;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iv)       
as soon as available, but not less than twenty (20) days prior to such Acquisition, the Borrower Representative has provided the Administrative Agent
(A) to the extent available any then current term sheet and/or commitment letter (setting forth in reasonable detail the terms and conditions of such
Acquisition) or, if not available, written notice of such Acquisition (which shall include a reasonable description of the Acquisition and such other
information and documents as the Administrative Agent shall reasonably request) and (B) a copy of all business and financial information that is in such Loan
Partys possession which is reasonably requested by the Lender including pro forma financial statements, statements of cash flow, and Availability
projections;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (v)       
if the Accounts and Inventory acquired in connection with such Acquisition are proposed to be included in the determination of the Borrowing Base, the
Administrative Agent shall have conducted an audit and field examination of such Accounts and Inventory to its satisfaction;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (vi)       
               after giving effect to such Acquisition, the aggregate purchase prices paid for all such Permitted Acquisitions under this clause (b) shall not exceed
               $25,000,000;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (vii)       
               if such Acquisition is an acquisition of the Equity Interests of a Person incorporated or otherwise organized under the laws of a state of the United
               States of America or the District of Columbia, the Acquisition is structured so that the acquired Person shall become a Subsidiary and a Loan Party pursuant to
               the terms of this Agreement;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (viii)       
               if such Acquisition is an acquisition of assets, the Acquisition is structured so that a Borrower or a Subsidiary shall acquire such assets;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ix)       
               if such Acquisition is an acquisition of Equity Interests, such Acquisition will not result in any violation of Regulation U;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------

| | (x)       
               no Loan Party shall, as a result of or in connection with any such Acquisition, assume or incur any direct or contingent liabilities (whether relating to
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

19



| | environmental, tax, litigation, or other matters) that could reasonably be expected to have a Material Adverse Effect;
| | ----------------------------------------------------------------------------------------------------------------------

| | (xi)       
               in connection with an Acquisition of the Equity Interests of any Person, all
               Liens on property of such Person shall be terminated unless and to the extent
               they are permitted by Section 6.02(e) or unless the Administrative Agent in its
               sole discretion consents otherwise, and in connection with an Acquisition of the
               assets of any Person, all Liens on such assets shall be terminated unless and to
               the extent they are permitted by Section 6.02(e); and
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (xii)       
               Borrower Representative shall certify (and provide the Administrative Agent with
               a pro forma calculation in form and substance reasonably satisfactory to the
               Administrative Agent) to the Lender that, after giving effect to the completion
               of such Acquisition, Liquidity will not be less than $15,000,000 on a pro forma
               basis.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Permitted
Discretion means a determination made in good faith and in the exercise of reasonable (from the perspective of a secured asset-based lender) business judgment.

Permitted
Encumbrances means:

| | (a)       
               Liens imposed by law for taxes that are not yet due, as to which the grace
               period, if any, has not yet expired, or are being contested in compliance with
               Section 5.04;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)       
               carriers, warehousemens, mechanics, materialmens,
               repairmens and other similar Liens imposed by law, arising in the ordinary
               course of business and securing obligations (i) that are not overdue by more
               than 30 days (or any longer grace period available under law with respect to the
               applicable underlying obligation) or (ii) are being contested in good faith by
               appropriate proceedings and with respect to which reserves are being maintained
               in accordance with GAAP;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)       
               Liens of landlords or mortgagees of landlords on any assets of the Borrowers or
               any Subsidiary arising by operation of law or pursuant to the terms of real
               property leases or mortgages entered into in the ordinary course of business and
               securing obligations that are not overdue by more than 30 days (or any longer
               grace period available under law with respect to, or under the terms of, the
               applicable underlying obligation), but only if (i) such Liens do not or would
               not (including as a result of the execution of a Collateral Access Agreement)
               have priority over the Liens on the Collateral in favor of the Administrative
               Agent, and (ii) Collateral Access Agreements shall have been executed and
               delivered to the Administrative Agent by such landlords or mortgagees to the
               extent Collateral is located at or on the premises covered by the applicable
               lease or mortgage;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d)       
               Liens of customs brokers or broker/dealers on any assets of the Borrowers or any
               Subsidiary arising by operation of law or pursuant to the terms of contracts
               entered into in the ordinary course of business and securing obligations that
               are not overdue by more than 30 days (or any longer grace period available under
               law with respect to, or under the terms of, the applicable underlying
               obligation), but only if such Liens do not or would not have priority over the
               Liens on the Collateral in favor of the Administrative Agent;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (e)       
               pledges and deposits made in the ordinary course of business in compliance with
               workers compensation, unemployment insurance and other social security
               laws or regulations;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

20



| | (f)       
               deposits to secure the performance of bids, trade contracts, leases, statutory
               obligations, surety and appeal bonds, performance bonds and other obligations of
               a like nature, and statutory or contractual bankers liens on monies held
               in bank accounts, in each case in the ordinary course of business;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (g)       
               judgment liens in respect of judgments that do not constitute an Event of
               Default under clause (k) of Article VII; and
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (h)       
               minor imperfections of title to real property and easements, zoning
               restrictions, rights-of-way and similar encumbrances on real property imposed by
               law or arising in the ordinary course of business that do not secure any
               monetary obligations and do not materially detract from the value of the
               affected property or interfere with the ordinary conduct of business of the
               Borrowers and the Subsidiaries taken as a whole;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

provided that the term Permitted Encumbrances shall not include any Lien securing Indebtedness (other
than with respect to Liens of mortgagees under mortgage loans referred to in clause (c) above).

Permitted
Holdings Capital Markets Indebtedness means unsecured Indebtedness issued or incurred by Holdings after the Effective Date pursuant to one or more capital markets
transactions, in each case to the extent the terms and conditions of which shall have been consented to in writing by the Administrative Agent prior to the issuance or incurrence
thereof (which consent shall not be unreasonably withheld or delayed).

Permitted
Investments means:

| | (a)       
               direct obligations of, or obligations the principal of and interest on which are
               unconditionally guaranteed by, the United States of America (or by any agency
               thereof to the extent such obligations are backed by the full faith and credit
               of the United States of America), in each case maturing within one year from the
               date of acquisition thereof;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)       
               investments in commercial paper maturing within 270 days from the date of
               acquisition thereof and having, at such date of acquisition, the highest credit
               rating obtainable from S&P or from Moodys;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)       
               investments in certificates of deposit, bankers acceptances and time
               deposits maturing within 180 days from the date of acquisition thereof issued or
               guaranteed by or placed with, and money market deposit accounts issued or
               offered by, any domestic office of any commercial bank organized under the laws
               of the United States of America or any State thereof which has a combined
               capital and surplus and undivided profits of not less than $500,000,000;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d)       
               fully collateralized repurchase agreements with a term of not more than 30 days
               for securities described in clause (a) above and entered into with a
               financial institution satisfying the criteria described in clause (c)
               above;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (e)       
               money market funds that (i) comply with the criteria set forth in Securities and
               Exchange Commission Rule 2a-7 under the Investment Company Act of 1940, (ii) are
               rated AAA by S&P and Aaa by Moodys and (iii) have portfolio assets of
               at least $5,000,000,000; and
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (f)       
               mutual funds investing solely in one or more of the Permitted Investments
               described in clauses (a) through (e) above.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------

21



Permitted
Term Indebtedness means term Indebtedness issued or incurred by a Borrower as to which all of the following criteria shall have been satisfied:

| | (a)       
               such Indebtedness is unsecured, or if secured, the Liens of the lender(s)
               thereof do not and will not extend to cover any Collateral;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)       
               at the time of the issuance or incurrence thereof, no Default or Event of
               Default has occurred and is continuing or would arise as a result of such
               issuance or incurrence;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)       
               simultaneously with the incurrence or issuance thereof, the lender(s) of such
               Indebtedness, the Administrative Agent, the Lenders, the applicable Borrower,
               each other applicable Loan Party and each other appropriate Person shall have
               entered into a subordination/intercreditor agreement containing terms and
               provisions satisfactory to the Administrative Agent, in its sole discretion; and
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d)       
               prior to the issuance or incurrence thereof, the Administrative Agent shall have
               consented in writing to the terms and provisions of such Indebtedness
               (including, without limitation, the amount thereof), which consent shall not be
               unreasonably withheld or delayed.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Person
means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

Plan
means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302
of ERISA, and in respect of which any Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an
employer as defined in Section 3(5) of ERISA.

Prepayment
Event means:

| | (a)       
               any sale, transfer or other disposition (including pursuant to a sale and
               leaseback transaction) of any property or asset of any Borrower or any
               Subsidiary, other than dispositions described in Section 6.05(a), having a
               fair value immediately prior to such sale transfer or disposition equal to or
               greater than $500,000; or
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)       
               any casualty or other insured damage to, or any taking under power of eminent
               domain or by condemnation or similar proceeding of, any (i) Inventory of any
               Borrower or any Subsidiary or (ii) other property or asset of any Borrower or
               any Subsidiary with a fair value immediately prior to such event equal to or
               greater than $500,000; or
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)       
               the issuance by any Borrower or any Subsidiary that is a Loan Party of any
               Equity Interests, or the receipt by any Borrower or any Subsidiary that is a
               Loan Party of any capital contribution (other than those made pursuant to
               Section 6.04(c)(C); or
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d)       
               the incurrence by any Borrower or any Subsidiary of any Indebtedness, other than
               Indebtedness permitted under Section 6.01.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

Prime
Rate means the rate of interest per annum publicly announced from time to time by Chase as its prime rate at its offices at 270 Park Avenue in New York City; each change
in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

Projections
has the meaning assigned to such term in Section 5.01(f).

22



Protective
Advance has the meaning assigned to such term in Section 2.04.

Register
has the meaning set forth in Section 9.04.

Related
Parties means, with respect to any specified Person, such Persons Affiliates and the respective directors, officers, employees, agents and advisors of such
Person and such Persons Affiliates.

Report
means reports prepared by the Administrative Agent or another Person showing the results of appraisals, field examinations or audits pertaining to the Borrowers assets from
information furnished by or on behalf of the Borrowers, after the Administrative Agent has exercised its rights of inspection pursuant to this Agreement, which Reports may be
distributed to the Lenders by the Administrative Agent.

Required
Lenders means, at any time, Lenders having Credit Exposure and unused Commitments representing more than 51% of the sum of the total Credit Exposure and unused
Commitments at such time; provided that, as long as there are only two Lenders, Required Lenders shall mean both Lenders.

Requirement
of Law means, as to any Person, the Certificate of Incorporation and By-Laws or other organizational or governing documents of such Person, and any law, treaty, rule or
regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which
such Person or any of its property is subject.

Reserves
means any and all reserves which the Administrative Agent deems necessary, in its Permitted Discretion, to maintain (including, without limitation, reserves for accrued and
unpaid interest on the Secured Obligations, Banking Services Reserves, reserves for rent at locations leased by any Loan Party and for consignees, warehousemens and
bailees charges, reserves for dilution of Accounts, reserves for Inventory shrinkage, reserves for customs charges and shipping charges related to any Inventory in
transit, reserves for Swap Obligations, reserves for contingent liabilities of any Loan Party, reserves for uninsured losses of any Loan Party, reserves for uninsured,
underinsured, un-indemnified or under-indemnified liabilities or potential liabilities with respect to any litigation and reserves for taxes, fees, assessments, and other
governmental charges) with respect to the Collateral or any Loan Party.

Restricted
Payment means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in Holdings, the Company or any
Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement,
acquisition, cancellation or termination of any such Equity Interests in Holdings, the Company or any Subsidiary or any option, warrant or other right to acquire any such Equity
Interests in Holdings, the Company or any Subsidiary.

Revolving
Commitment means, with respect to each Lender, the commitment, if any, of such Lender to make Revolving Loans and to acquire participations in Letters of Credit and
Overadvances hereunder, expressed as an amount representing the maximum possible aggregate amount of such Lenders Revolving Exposure hereunder, as such commitment may be
reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Lenders Revolving Commitment is
set forth on the Commitment Schedule, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Revolving Commitment, as

23



applicable. The initial aggregate amount of the Lenders Revolving Commitments is $30,000,000.

Revolving
Exposure means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lenders Revolving Loans and its LC Exposure at
such time, plus an amount equal to its Applicable Percentage of the aggregate principal amount of Overadvances outstanding at such time.

Revolving
Lender means, as of any date of determination, a Lender with a Revolving Commitment or, if the Revolving Commitments have terminated or expired, a Lender with
Revolving Exposure.

Revolving
Loan means a Loan made pursuant to Section 2.01.

S&P
means Standard & Poors Ratings Services, a division of The McGraw Hill Companies, Inc.

Secured
Obligations means all Obligations, together with all (i) Banking Services Obligations and (ii) Swap Obligations owing to one or more Lenders or their respective
Affiliates; provided that at or prior to the time that any transaction relating to such Swap Obligation is executed, the Lender party thereto (other than Chase) shall have
delivered written notice to the Administrative Agent that such a transaction has been entered into and that it constitutes a Secured Obligation entitled to the benefits of the
Collateral Documents.

Security
Agreement means that certain Pledge and Security Agreement, dated as of the date hereof, between the Loan Parties and the Administrative Agent, for the benefit of the
Administrative Agent and the Lenders, and any other pledge or security agreement entered into, after the date of this Agreement by any other Loan Party (as required by this
Agreement or any other Loan Document), or any other Person, as the same may be amended, restated or otherwise modified from time to time.

Settlement
has the meaning assigned to such term in Section 2.05(c).

Settlement
Date has the meaning assigned to such term in Section 2.05(c).

Statutory
Reserve Rate means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of
the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the
Administrative Agent is subject with respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as Eurocurrency Liabilities in
Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D. Eurodollar Loans shall be deemed to constitute
eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any
Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any
reserve percentage.

Subordinated
Indebtedness of a Person means any Indebtedness of such Person the payment of which is subordinated to payment of the Secured Obligations to the reasonable written
satisfaction of the Administrative Agent.

subsidiary
means, with respect to any Person (the parent) at any date, any
corporation, limited liability company, partnership, association or other entity the
accounts of which

24



would be consolidated with those of the parent in the parents
consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company,
partnership, association or other entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting
power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date,
otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

Subsidiary
means (i) any direct or indirect subsidiary of a Borrower or (ii) a Line of Business Subsidiary. For the avoidance of doubt, subsidiaries, Affiliates and joint ventures of
Holdings that are not also (y) subsidiaries of a Borrower or (z) Line of Business Subsidiaries shall not constitute Subsidiaries for any purposes hereunder (or any other
Loan Documents) and, accordingly, shall be free from any restrictions or obligations imposed hereunder (or under any other Loan Documents) on or in respect of Subsidiaries.

Swap
Agreement means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference
to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing
risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on
account of services provided by current or former directors, officers, employees or consultants of the Borrowers or the Subsidiaries shall be a Swap Agreement.

Swap
Obligations of a Person means any and all obligations of such Person, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or
acquired (including all renewals, extensions and modifications thereof and substitutions therefor), under (a) any and all Swap Agreements, and (b) any and all cancellations, buy
backs, reversals, terminations or assignments of any Swap Agreement transaction.

Taxes
means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority.

Total
Availability means, as at any time, the sum of the Availability at such time plus the Ex-Im Availability at such time.

Transactions
means the execution, delivery and performance by the Borrowers of this Agreement, the borrowing of Loans and other credit extensions, the use of the proceeds thereof and the
issuance of Letters of Credit hereunder.

Type,
when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the
Adjusted LIBO Rate, the Alternate Base Rate.

UCC
means the Uniform Commercial Code as in effect from time to time in the State of Ohio or any other state the laws of which are required to be applied in connection with the issue
of perfection of security interests.

Unliquidated
Obligations means, at any time, any Secured Obligations (or portion thereof) that are contingent in nature or unliquidated at such time, including any Secured
Obligation that is: (i) an obligation to reimburse a bank for drawings not yet made under
a letter of credit issued by it; (ii)

25



any other obligation (including any guarantee) that
is contingent in nature at such time; or (iii) an obligation to provide collateral to secure any of the foregoing types of obligations.

Withdrawal
Liability means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I
of Subtitle E of Title IV of ERISA.

SECTION
1.02. Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a Revolving Loan) or
by Type (e.g., a Eurodollar Loan) or by Class and Type (e.g., a Eurodollar Revolving Loan). Borrowings also may be classified and referred to
by Class (e.g., a Revolving Borrowing) or by Type (e.g., a Eurodollar Borrowing) or by Class and Type (e.g., a Eurodollar
Revolving Borrowing).

SECTION
1.03. Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any
pronoun shall include the corresponding masculine, feminine and neuter forms. The words include, includes and including shall be deemed to be
followed by the phrase without limitation. The word will shall be construed to have the same meaning and effect as the word shall. Unless the
context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or
other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein),
(b) any reference herein to any Person shall be construed to include such Persons successors and assigns, (c) the words herein, hereof and
hereunder, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references
herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words
asset and property shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties,
including cash, securities, accounts and contract rights.

SECTION
1.04. Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as
in effect from time to time; provided that, if the Borrower Representative notifies the Administrative Agent that the Borrowers request an amendment to any provision hereof
to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent
notifies the Borrower Representative that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before
or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change
shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

ARTICLE II

The Credits

SECTION
2.01. Commitments. Subject to the terms and conditions set forth herein, each Lender agrees to make Revolving Loans to the Borrowers from time to time during the
Availability Period in an aggregate principal amount that will not result in (i) such Lenders Revolving Exposure exceeding such Lenders Revolving Commitment or
(ii) the total Revolving Exposures exceeding the lesser of (x) the sum of the total Revolving Commitments or (y) the Borrowing Base, subject to the Administrative
Agents authority, in its sole discretion, to make Protective Advances and Overadvances

26



pursuant to the terms of Section 2.04 and 2.05. Within the foregoing limits
and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans.

SECTION
2.02. Loans and Borrowings.   (a)    Each Loan shall be made as part of a Borrowing consisting of Loans of the same Class and Type made by the Lenders ratably in
accordance with their respective Commitments of the applicable Class. Any Protective Advance and any Overadvance shall be made in accordance with the procedures set forth in
Section 2.04 and 2.05.

(b)    Subject
to Section 2.14, each Revolving Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower Representative may request in accordance herewith,
provided that all Borrowings made on the Effective Date must be made as ABR Borrowings but may be converted into Eurodollar Borrowings in accordance with Section 2.08. Each Lender
at its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such
option shall not affect the obligation of the Borrowers to repay such Loan in accordance with the terms of this Agreement.

(c)    
At the commencement of each Interest Period for any Eurodollar Revolving Borrowing, such Borrowing shall be in an aggregate amount that is an integral
multiple of $250,000 and not less than $250,000. ABR Revolving Borrowings may be in any amount. Borrowings of more than one Type and Class may be outstanding at
the same time; provided that there shall not at any time be more than a total of 6 Eurodollar Borrowings outstanding.

(d)    Notwithstanding
any other provision of this Agreement, the Borrower Representative shall not be entitled
to request, or to elect to convert or continue, any Borrowing if the Interest Period
requested with respect thereto would end after the Maturity Date.

SECTION
2.03. Requests for Revolving Borrowings. To request a Revolving Borrowing, the Borrower Representative shall notify the Administrative Agent of such request
either in writing (delivered by hand or facsimile) in a form approved by the Administrative Agent and signed by the Borrower Representative or by telephone
(a) in the case of a Eurodollar Borrowing, not later than noon, Chicago time, three Business Days before the date of the proposed Borrowing or (b) in the
case of an ABR Borrowing, not later than noon, Chicago time, on the date of the proposed Borrowing; provided that any such notice of an ABR Revolving
Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e) may be given not later than 9:00 a.m., Chicago time, on the
date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or facsimile to the
Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the Borrower Representative. Each such
telephonic and written Borrowing Request shall specify the following information
in compliance with Section 2.01:

|(i) | the name of the applicable Borrower;
|--- | ------------------------------------

|(ii) | the aggregate amount of the requested Borrowing and a breakdown of the separate
          wires comprising such Borrowing;
|---- | --------------------------------------------------------------------------------------------------------------------------

|(iii) | the date of such Borrowing, which shall be a Business Day;
|----- | ----------------------------------------------------------

|(iv) | whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and
|---- | -------------------------------------------------------------------------------

|(v) | in the case of a Eurodollar Borrowing, the initial Interest Period to be
          applicable thereto, which shall be a period contemplated by the definition of
          the term Interest Period.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

27



If no election as to the Type of
Revolving Borrowing is specified, then the requested Revolving Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar
Revolving Borrowing, then the applicable Borrower(s) shall be deemed to have selected an Interest Period of one months duration. Promptly following receipt of a Borrowing
Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lenders Loan to be made as part of
the requested Borrowing.

SECTION
2.04. Protective Advances.  (a)    Subject to the limitations set forth below, the Administrative Agent is authorized by the Borrowers and the Lenders, from time to time in
the Administrative Agents sole discretion (but shall have absolutely no obligation to), to make Loans to the Borrowers, on behalf of all Lenders, which the Administrative
Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or
maximize the amount of, repayment of the Loans and other Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrowers pursuant to the terms
of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents
(any of such Loans are herein referred to as Protective Advances); provided that, the aggregate amount of Protective Advances outstanding at any time
shall not at any time exceed $3,000,000; and providedfurther that, the aggregate amount of outstanding Protective Advances plus the aggregate Revolving Exposure shall not
exceed the aggregate Revolving Commitments. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Protective
Advances shall be secured by the Liens in favor of the Administrative Agent in and to the Collateral and shall constitute Obligations hereunder. All Protective Advances shall be
ABR Borrowings. At any time that there is sufficient Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may
request the Revolving Lenders to make a Revolving Loan to repay a Protective Advance.  At any other time the Administrative Agent may require the Lenders to fund their risk
participations described in Section 2.04(b).

(b)    
Upon the making of a Protective Advance by the Administrative Agent(whether before or after the occurrence of a Default), each Lender shall be
deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or
warranty, an undivided interest and participation in such Protective Advance in proportion to its Applicable Percentage. From and after the date, if any, on
which any Lender is required to fund its participation in any Protective Advance purchased hereunder, the Administrative Agent shall promptly distribute to such
Lender, such Lenders Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent
in respect of such Protective Advance.

SECTION
2.05. Overadvances; Settlement.  (a)    Any provision of this Agreement to the contrary notwithstanding, at the request of the Borrower Representative, the Administrative Agent
may in its sole discretion (but with absolutely no obligation), make Revolving Loans to the Borrowers, on behalf of the Revolving Lenders, in amounts that exceed Availability
(any such excess Revolving Loans are herein referred to collectively as Overadvances); provided that, no Overadvance shall result in a
Default due to Borrowers failure to comply with Section 2.01 for so long as such Overadvance remains outstanding in accordance with the terms of this paragraph, but solely
with respect to the amount of such Overadvance. In addition, Overadvances may be made even if the condition precedent set forth in Section 4.02(c) has not been satisfied. All
Overadvances shall constitute ABR Borrowings. The authority of the Administrative Agent to make Overadvances is limited to an aggregate amount not to exceed $3,000,000 at any time.
No Overadvance may remain outstanding for more than thirty days and

28



no Overadvance shall cause any Revolving Lenders Revolving Exposure to exceed its Revolving Commitment.

(b)    
Upon the making of an Overadvance(whether before or after the occurrence of a Default and regardless of whether a Settlement has been requested with
respect to such Overadvance), each Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably
purchased from the Administrative Agent, without recourse or warranty, an undivided interest and participation in such Overadvance in proportion to its
Applicable Percentage of the Revolving Commitment. The Administrative Agent may, at any time, require the Revolving Lenders to fund their participations. From
and after the date, if any, on which any Revolving Lender is required to fund its participation in any Overadvance purchased hereunder, the Administrative
Agent shall promptly distribute to such Lender, such Lenders Applicable Percentage of all payments of principal and interest and all proceeds of
Collateral received by the Administrative Agent in respect of such Loan.

(c)    
The Administrative Agent shall request settlement (a Settlement) with the Revolving Lenders on at least a weekly
basis or on any date that the Administrative Agent elects, by notifying the Revolving Lenders of such requested Settlement by facsimile, telephone, or
e-mail no later than 12:00 noon Chicago time on the date of such requested Settlement (the Settlement Date). Each Revolving Lender shall
transfer the amount of such Revolving Lenders Applicable Percentage of the outstanding principal amount of the applicable Loan with respect to which
Settlement is requested to the Administrative Agent, to such account of the Administrative Agent as the Administrative Agent may designate, not later than
2:00 p.m., Chicago time, on such Settlement Date. Settlements may occur during the existence of a Default and whether or not the applicable conditions
precedent set forth in Section 4.02 have then been satisfied. Such amounts transferred to the Administrative Agent shall be applied against the amounts of
the Revolving Loans made by the Administrative Agent and shall constitute Revolving Loans of such Revolving Lenders. If any such amount is not transferred
to the Administrative Agent by any Revolving Lender on such Settlement Date, the Administrative Agent shall be entitled to recover such amount on demand from
such Lender together with interest thereon as specified in Section 2.07.

SECTION
2.06. Letters of Credit.  (a)    General. Subject to the terms and
conditions set forth herein, the Borrower Representative may request (and subject always to the terms and conditions hereof, the Issuing Bank shall issue) the issuance of Letters
of Credit for its own account or for the account of Holdings or another Borrower, in a form reasonably acceptable to the Administrative Agent and the Issuing Bank, at any time
and from time to time during the Availability Period. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any
form of letter of credit application or other agreement submitted by the Borrowers to, or entered into by the Borrowers with, the Issuing Bank relating to any Letter of Credit, the
terms and conditions of this Agreement shall control.

(b)    
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or
extension of an outstanding Letter of Credit), the Borrower Representative shall hand deliver or facsimile (or transmit by electronic communication, if
arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the Administrative Agent (prior to 9:00 am, Chicago time, at least
three Business Days prior to the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or
identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be
a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter
of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter
of Credit. If requested by the Issuing Bank, the applicable Borrower also shall submit a letter of credit application on the Issuing Banks standard

29



form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment,
renewal or extension of each Letter of Credit the Borrowers shall be deemed to represent and warrant that), after giving effect to such issuance, amendment,
renewal or extension (i) the LC Exposure plus the Ex-Im LC Exposure shall not exceed $10,000,000 and (ii) the total Revolving Exposures shall not
exceed the lesser of the total Revolving Commitments and the Borrowing Base.

(c)    
Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year after the date of
the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) the
date that is five Business Days prior to the Maturity Date.

(d)    
          Participations. By the issuance of a Letter of Credit (or an amendment to
          a Letter of Credit increasing the amount thereof) and without any further action
          on the part of the Issuing Bank or the Revolving Lenders, the Issuing Bank
          hereby grants to each Revolving Lender, and each Revolving Lender hereby
          acquires from the Issuing Bank, a participation in such Letter of Credit equal
          to such Lenders Applicable Percentage of the aggregate amount available to
          be drawn under such Letter of Credit. In consideration and in furtherance of the
          foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to
          pay to the Administrative Agent, for the account of the Issuing Bank, such
          Lenders Applicable Percentage of each LC Disbursement made by the Issuing
          Bank and not reimbursed by the Borrowers on the date due as provided in
          paragraph (e) of this Section, or of any reimbursement payment required to be
          refunded to the Borrowers for any reason. Each Revolving Lender acknowledges and
          agrees that its obligation to acquire participations pursuant to this paragraph
          in respect of Letters of Credit is absolute and unconditional and shall not be
          affected by any circumstance whatsoever, including any amendment, renewal or
          extension of any Letter of Credit or the occurrence and continuance of a Default
          or reduction or termination of the Commitments, and that each such payment shall
          be made without any offset, abatement, withholding or reduction whatsoever.

(e)    
          Reimbursement. If the Issuing Bank shall make any LC Disbursement in
          respect of a Letter of Credit, the Borrowers shall reimburse such LC
          Disbursement by paying to the Administrative Agent an amount equal to such LC
          Disbursement not later than 11:00 a.m., Chicago time, on the date that such LC
          Disbursement is made, if the Borrowers Representative shall have received notice
          of such LC Disbursement prior to 9:00 a.m., Chicago time, on such date, or, if
          such notice has not been received by the Borrower Representative prior to such
          time on such date, then not later than 11:00 a.m., Chicago time, on (i) the
          Business Day that the Borrower Representative receives such notice, if such
          notice is received prior to 9:00 a.m., Chicago time, on the day of receipt, or
          (ii) the Business Day immediately following the day that the Borrower
          Representative receives such notice, if such notice is not received prior to
          such time on the day of receipt; provided that the Borrowers may, subject
          to the conditions to borrowing set forth herein, request in accordance with
          Section 2.03 that such payment be financed with an ABR Revolving Borrowing in an
          equivalent amount and, to the extent so financed, the Borrowers obligation
          to make such payment shall be discharged and replaced by the resulting ABR
          Revolving Borrowing. If the Borrowers fail to make such payment when due, the
          Administrative Agent shall notify each Revolving Lender of the applicable LC
          Disbursement, the payment then due from the Borrowers in respect thereof and
          such Lenders Applicable Percentage thereof. Promptly following receipt of
          such notice, each Revolving Lender shall pay to the Administrative Agent its
          Applicable Percentage of the payment then due from the Borrowers, in the same
          manner as provided in Section 2.07 with respect to Loans made by such
          Lender (and Section 2.07 shall apply, mutatis mutandis, to
          the payment obligations of the Revolving Lenders), and the Administrative Agent
          shall promptly pay to the Issuing Bank the amounts so received by it from the
          Revolving Lenders. Promptly following receipt by the Administrative Agent of any
          payment from the Borrowers pursuant to this paragraph, the Administrative Agent
          shall distribute such payment to the Issuing Bank or, to the extent that
          Revolving Lenders have made payments pursuant to this paragraph to

30



reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may
          appear. Any payment made by a Revolving Lender pursuant to this paragraph to
          reimburse the Issuing Bank for any LC Disbursement (other than the funding of
          ABR Revolving Loans as contemplated above) shall not constitute a Loan and shall
          not relieve the Borrowers of their obligation to reimburse such LC Disbursement.

(f)    
          Obligations Absolute. The Borrowers joint and several obligation to
          reimburse LC Disbursements as provided in paragraph (e) of this Section
          shall be absolute, unconditional and irrevocable, and shall be performed
          strictly in accordance with the terms of this Agreement under any and all
          circumstances whatsoever and irrespective of (i) any lack of validity or
          enforceability of any Letter of Credit or this Agreement, or any term or
          provision therein, (ii) any draft or other document presented under a Letter of
          Credit proving to be forged, fraudulent or invalid in any respect or any
          statement therein being untrue or inaccurate in any respect, (iii) payment by
          the Issuing Bank under a Letter of Credit against presentation of a draft or
          other document that does not comply with the terms of such Letter of Credit, or
          (iv) any other event or circumstance whatsoever, whether or not similar to any
          of the foregoing, that might, but for the provisions of this Section, constitute
          a legal or equitable discharge of, or provide a right of setoff against, the
          Borrowers obligations hereunder. Neither the Administrative Agent, the
          Revolving Lenders nor the Issuing Bank, nor any of their Related Parties, shall
          have any liability or responsibility by reason of or in connection with the
          issuance or transfer of any Letter of Credit or any payment or failure to make
          any payment thereunder (irrespective of any of the circumstances referred to in
          the preceding sentence), or any error, omission, interruption, loss or delay in
          transmission or delivery of any draft, notice or other communication under or
          relating to any Letter of Credit (including any document required to make a
          drawing thereunder), any error in interpretation of technical terms or any
          consequence arising from causes beyond the control of the Issuing Bank;
          provided that the foregoing shall not be construed to excuse the Issuing
          Bank from liability to the Borrowers to the extent of any direct damages (as
          opposed to consequential damages, claims in respect of which are hereby waived
          by the Borrowers to the extent permitted by applicable law) suffered by any
          Borrower that are caused by the Issuing Banks failure to exercise care
          when determining whether drafts and other documents presented under a Letter of
          Credit comply with the terms thereof. The parties hereto expressly agree that,
          in the absence of gross negligence or willful misconduct on the part of the
          Issuing Bank (as finally determined by a court of competent jurisdiction), the
          Issuing Bank shall be deemed to have exercised care in each such determination.
          In furtherance of the foregoing and without limiting the generality thereof, the
          parties agree that, with respect to documents presented which appear on their
          face to be in substantial compliance with the terms of a Letter of Credit, the
          Issuing Bank may, in its sole discretion, either accept and make payment upon
          such documents without responsibility for further investigation, regardless of
          any notice or information to the contrary, or refuse to accept and make payment
          upon such documents if such documents are not in strict compliance with the
          terms of such Letter of Credit.

(g)    
          Disbursement Procedures. The Issuing Bank shall, promptly following its
          receipt thereof, examine all documents purporting to represent a demand for
          payment under a Letter of Credit. The Issuing Bank shall promptly notify the
          Administrative Agent and the applicable Borrower by telephone (confirmed by
          facsimile) of such demand for payment and whether the Issuing Bank has made or
          will make an LC Disbursement thereunder; provided that any failure to
          give or delay in giving such notice shall not relieve the Borrowers of their
          obligation to reimburse the Issuing Bank and the Revolving Lenders with respect
          to any such LC Disbursement.

(h)    Interim
Interest. If the Issuing Bank shall make any LC Disbursement, then, unless the
Borrowers shall reimburse such LC Disbursement in full on the date such LC Disbursement is
made, the unpaid amount thereof shall bear interest, for each day from and including the
date such LC Disbursement is made to but excluding the date that the Borrowers reimburse
such LC Disbursement, at the rate per annum then applicable to ABR Revolving Loans;
provided that, if the Borrowers fail to

31



reimburse such LC Disbursement when due
pursuant to paragraph (e) of this Section, then Section 2.13(d) shall apply. Interest
accrued pursuant to this paragraph shall be for the account of the Issuing Bank, except
that interest accrued on and after the date of payment by any Revolving Lender pursuant to
paragraph (e) of this Section to reimburse the Issuing Bank shall be for the account of
such Lender to the extent of such payment.

(i)    
          Replacement of the Issuing Bank. The Issuing Bank may be replaced at any
          time by written agreement among the Borrower Representative, the Administrative
          Agent, the replaced Issuing Bank and the successor Issuing Bank. The
          Administrative Agent shall notify the Revolving Lenders of any such replacement
          of the Issuing Bank. At the time any such replacement shall become effective,
          the Borrowers shall pay all unpaid fees accrued for the account of the replaced
          Issuing Bank pursuant to Section 2.12(b). From and after the effective date of
          any such replacement, (i) the successor Issuing Bank shall have all the rights
          and obligations of the Issuing Bank under this Agreement with respect to Letters
          of Credit to be issued thereafter and (ii) references herein to the term
          Issuing Bank shall be deemed to refer to such successor or to any
          previous Issuing Bank, or to such successor and all previous Issuing Banks, as
          the context shall require. After the replacement of an Issuing Bank hereunder,
          the replaced Issuing Bank shall remain a party hereto and shall continue to have
          all the rights and obligations of an Issuing Bank under this Agreement with
          respect to Letters of Credit issued by it prior to such replacement, but shall
          not be required to issue additional Letters of Credit.

(j)    
          Cash Collateralization. If any Default shall occur and be continuing, on
          the Business Day that the Borrower Representative receives notice from the
          Administrative Agent or the Required Lenders (or, if the maturity of the Loans
          has been accelerated, Revolving Lenders with LC Exposure representing greater
          than 66-2/3% of the total LC Exposure) demanding the deposit of cash collateral
          pursuant to this paragraph, the Borrowers shall deposit in an account with the
          Administrative Agent, in the name of the Administrative Agent and for the
          benefit of the Revolving Lenders (the LC Collateral Account),
          an amount in cash equal to 105% of the LC Exposure as of such date plus accrued
          and unpaid interest thereon; provided that the obligation to deposit such
          cash collateral shall become effective immediately, and such deposit shall
          become immediately due and payable, without demand or other notice of any kind,
          upon the occurrence of any Event of Default with respect to any Borrower
          described in clause (h) or (i) of Article VII. Such deposit shall be
          held by the Administrative Agent as collateral for the payment and performance
          of the Secured Obligations. The Administrative Agent shall have exclusive
          dominion and control, including the exclusive right of withdrawal, over such
          account and the Borrowers hereby grant the Administrative Agent a security
          interest in the LC Collateral Account. Other than any interest earned on the
          investment of such deposits, which investments shall be made, to the extent
          practicable and at the option and sole discretion of the Administrative Agent
          and at the Borrowers risk and expense, such deposits shall not bear
          interest. Interest or profits, if any, on such investments shall accumulate in
          such account. Moneys in such account shall be applied by the Administrative
          Agent to reimburse the Issuing Bank for LC Disbursements for which it has not
          been reimbursed and, to the extent not so applied, shall be held for the
          satisfaction of the reimbursement obligations of the Borrowers for the LC
          Exposure at such time or, if the maturity of the Loans has been accelerated (but
          subject to the consent of Revolving Lenders with LC Exposure representing
          greater than 66-2/3% of the total LC Exposure), be applied to satisfy other
          Secured Obligations. If the Borrowers are required to provide an amount of cash
          collateral hereunder as a result of the occurrence of a Default, such amount (to
          the extent not applied as aforesaid) shall be returned to the Borrowers within
          three Business Days after all such Defaults have been cured or waived.

SECTION
2.07.Funding of Borrowings.  (a)    Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by
1:00 p.m., Chicago time, to the account of the Administrative Agent most recently
designated by it for such purpose by notice to the Lenders in an amount equal to such
Lenders Applicable Percentage. The

32



Administrative Agent will make such Loans available to the Borrower Representative by promptly crediting the amounts so received, in
like funds, to the Funding Account(s); provided that ABR Revolving Loans made to
finance the reimbursement of (i) an LC Disbursement as provided in Section 2.06(e) shall
be remitted by the Administrative Agent to the Issuing Bank and (ii) a Protective Advance
or an Overadvance shall be retained by the Administrative Agent.

(b)    
          Unless the Administrative Agent shall have received notice from a Lender prior
          to the proposed date of any Borrowing that such Lender will not make available
          to the Administrative Agent such Lenders share of such Borrowing, the
          Administrative Agent may assume that such Lender has made such share available
          on such date in accordance with paragraph (a) of this Section and may, in
          reliance upon such assumption, make available to the applicable Borrower a
          corresponding amount. In such event, if a Lender has not in fact made its share
          of the applicable Borrowing available to the Administrative Agent, then the
          applicable Lender and the Borrowers severally agree to pay to the Administrative
          Agent forthwith on demand such corresponding amount with interest thereon, for
          each day from and including the date such amount is made available to the
          applicable Borrower to but excluding the date of payment to the Administrative
          Agent, at (i) in the case of such Lender, the greater of the Federal Funds
          Effective Rate and a rate determined by the Administrative Agent in accordance
          with banking industry rules on interbank compensation or (ii) in the case of the
          Borrowers, the interest rate applicable to ABR Loans (such amount being the
          Funding Settlement Amount). If such Lender pays such Funding
          Settlement Amount to the Administrative Agent, then such amount shall constitute
          such Lenders Loan included in such Borrowing and the Borrowers shall be
          relieved of their obligation to make such payment of the Funding Settlement
          Amount; provided that, in no event shall Borrowers be relieved of their
          obligation to repay any Loans made or deemed made hereunder.

SECTION
2.08. Interest Elections.   (a)    Each Revolving Borrowing initially shall be of the
Type specified in the applicable Borrowing Request and, in the case of a Eurodollar
Revolving Borrowing, shall have an initial Interest Period as specified in such Borrowing
Request. Thereafter, the Borrower Representative may elect to convert such Borrowing to a
different Type or to continue such Borrowing and, in the case of a Eurodollar Revolving
Borrowing, may elect Interest Periods therefor, all as provided in this Section. The
Borrower Representative may elect different options with respect to different portions of
the affected Borrowing, in which case each such portion shall be allocated ratably among
the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each
such portion shall be considered a separate Borrowing. This Section shall not apply to
Overadvances or Protective Advances, which may not be converted or continued.

| | (b)       
               To make an election pursuant to this Section, the Borrower Representative shall
               notify the Administrative Agent of such election by telephone by the time that a
               Borrowing Request would be required under Section 2.03 if the Borrowers were
               requesting a Revolving Borrowing of the Type resulting from such election to be
               made on the effective date of such election. Each such telephonic Interest
               Election Request shall be irrevocable and shall be confirmed promptly by hand
               delivery or facsimile to the Administrative Agent of a written Interest Election
               Request in a form approved by the Administrative Agent and signed by the
               Borrower Representative.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)       
               Each telephonic and written Interest Election Request shall specify the
               following information in compliance with Section 2.02:
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (i)       
               the Borrower and the Borrowing to which such Interest Election Request applies
               and, if different options are being elected with respect to different portions
               thereof, the portions thereof to be allocated to each resulting Borrowing (in
               which case the information to be specified pursuant to clauses (iii) and (iv)
               below shall be specified for each resulting Borrowing);
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

33



| | (ii)       
               the effective date of the election made pursuant to such Interest Election
               Request, which shall be a Business Day;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)       
               whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar
               Borrowing; and
| | -----------------------------------------------------------------------------------------------------------------------------------

| | (iv)       
               if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be
               applicable thereto after giving effect to such election, which shall be a period
               contemplated by the definition of the term Interest Period.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

If any such Interest Election Request
requests a Eurodollar Borrowing but does not specify an Interest Period, then the
Borrowers shall be deemed to have selected an Interest Period of one months
duration.

(d)       
          Promptly following receipt of an Interest Election Request, the Administrative
          Agent shall advise each Lender of the details thereof and of such Lenders
          portion of each resulting Borrowing.

(e)       
          If the Borrower Representative fails to deliver a timely Interest Election
          Request with respect to a Eurodollar Revolving Borrowing prior to the end of the
          Interest Period applicable thereto, then, unless such Borrowing is repaid as
          provided herein, at the end of such Interest Period such Borrowing shall be
          converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if
          a Default has occurred and is continuing and the Administrative Agent, at the
          request of the Required Lenders, so notifies the Borrower Representative, then,
          so long as a Default is continuing (i) no outstanding Revolving Borrowing may be
          converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each
          Eurodollar Revolving Borrowing shall be converted to an ABR Borrowing at the end
          of the Interest Period applicable thereto.

SECTION
2.09. Termination, Reduction and Increase of Commitments.  (a)    Unless previously
terminated, all Commitments shall terminate on the Maturity Date.

(b)       
          The Borrowers may at any time terminate the Commitments upon (i) the payment in
          full of all outstanding Loans, together with accrued and unpaid interest thereon
          and on any Letters of Credit, (ii) the cancellation and return of all
          outstanding Letters of Credit (or alternatively, with respect to each such
          Letter of Credit, the furnishing to the Administrative Agent of a cash deposit
          (or at the discretion of the Administrative Agent a back up standby letter of
          credit satisfactory to the Administrative Agent) equal to 105% of the LC
          Exposure as of such date), and (iii) the payment in full of all reimbursable
          expenses and other Obligations together with accrued and unpaid interest
          thereon.

(c)       
          The Borrowers may from time to time reduce the Revolving Commitments;
          providedthat (i) each reduction of the Revolving Commitments shall be in
          an amount that is an integral multiple of $1,000,000 and not less than
          $5,000,000, (ii) the Borrowers shall not reduce the Revolving Commitments if,
          after giving effect to any concurrent prepayment of the Revolving Loans in
          accordance with Section 2.10, the sum of the Revolving Exposures would exceed
          the lesser of the total Revolving Commitments and the Borrowing Base, and (iii)
          the Borrowers shall be entitled to only three (3) such reductions per calendar
          year.

(d)       
          The Borrower Representative shall notify the Administrative Agent of any
          election to terminate or reduce the Commitments under paragraph (b) or (c)
          of this Section at least three Business Days prior to the effective date of such
          termination or reduction, specifying such election and the effective date
          thereof. Promptly following receipt of any notice, the Administrative Agent
          shall advise the Lenders of the contents thereof. Each notice delivered by the
          Borrower Representative pursuant to this Section shall be irrevocable;
          provided that a notice of termination of the Commitments delivered by

34



the Borrower Representative may state that such notice is conditioned upon the
          effectiveness of other credit facilities, in which case such notice may be
          revoked by the Borrower Representative (by notice to the Administrative Agent on
          or prior to the specified effective date) if such condition is not satisfied.
          Any termination or reduction of the Commitments shall be permanent. Each
          reduction of the Commitments shall be made ratably among the Lenders in
          accordance with their respective Commitments.

(e)The Borrowers shall have the right to request that the Revolving Commitment
          be increased by up to $10,000,000 by obtaining additional Revolving Commitments,
          either from one or more of the Lenders or another lending institution. Such
          request shall be in writing and delivered to the Administrative Agent whereupon
          the Administrative Agent shall notify the Lenders of such request. Any such
          request shall be subject to approval of the Required Lenders, in their sole
          discretion. The Required Lenders may withhold their approval of such request for
          any or no reason. In no event shall any Lender be obligated to honor any such
          request by the Borrowers. In the event that any such request is approved by the
          Required Lenders, such increase in the Revolving Commitments shall be subject to
          terms and conditions deemed appropriate by the Administrative Agent, in its sole
          discretion.

SECTION
2.10. Repayment and Amortization of Loans; Evidence of Debt.  (a)    The Borrowers
hereby unconditionally promise to pay (i) to the Administrative Agent for the account of
each Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date,
(ii) to the Administrative Agent the then unpaid amount of each Protective Advance on the
earlier of the Maturity Date and demand by the Administrative Agent, and (iii) to the
Administrative Agent the then unpaid principal amount of each Overadvance on the earlier
of the Maturity Date and the day after demand by the Administrative Agent.

(b)       
          At all times that full cash dominion is in effect pursuant to Section 7.3 of the
          Security Agreement, on each Business Day, the Administrative Agent shall apply
          all funds credited to the Collection Account the previous Business Day (whether
          or not immediately available) first to prepay any Protective Advances and
          Overadvances that may be outstanding, and second to prepay the Revolving
          Loans and to cash collateralize outstanding LC Exposure.

(c)       
          Each Lender shall maintain in accordance with its usual practice an account or
          accounts evidencing the indebtedness of the Borrowers to such Lender resulting
          from each Loan made by such Lender, including the amounts of principal and
          interest payable and paid to such Lender from time to time hereunder.

(d)       
          The Administrative Agent shall maintain accounts in which it shall record (i)
          the amount of each Loan made hereunder, the Class and Type thereof and the
          Interest Period applicable thereto, (ii) the amount of any principal or interest
          due and payable or to become due and payable from the Borrowers to each Lender
          hereunder and (iii) the amount of any sum received by the Administrative Agent
          hereunder for the account of the Lenders and each Lenders share thereof.

(e)       
          The entries made in the accounts maintained pursuant to paragraph (c) or (d) of
          this Section shall be prima facie evidence of the existence and
          amounts of the obligations recorded therein; provided that the failure of
          any Lender or the Administrative Agent to maintain such accounts or any error
          therein shall not in any manner affect the obligation of the Borrowers to repay
          the Loans in accordance with the terms of this Agreement.

(f)       
          Any Lender may request that Loans made by it be evidenced by a promissory note.
          In such event, the Borrowers shall prepare, execute and deliver to such Lender a
          promissory note payable to the order of such Lender (or, if requested by such
          Lender, to such Lender and its registered assigns) and in a form approved by the
          Administrative Agent. Thereafter, the Loans evidenced by such

35



promissory note
          and interest thereon shall at all times (including after assignment pursuant to
          Section 9.04) be represented by one or more promissory notes in such form
          payable to the order of the payee named therein (or, if such promissory note is
          a registered note, to such payee and its registered assigns).

SECTION
2.11. Prepayment of Loans. (a) The Borrowers shall have the right at any time and
from time to time to prepay any Borrowing in whole or in part, subject to prior notice in
accordance with paragraph (f) of this Section.

(b)       
          Except for Overadvances permitted under Section 2.05, in the event and on such
          occasion that the total Revolving Exposure exceeds the lesser of (A) the
          aggregate Revolving Commitments or (B) the Borrowing Base, the Borrowers shall
          prepay the Revolving Loans and/or LC Exposure in an aggregate amount equal to
          such excess.

(c)       
          In the event and on each occasion that any Net Proceeds are received by or on
          behalf of any Borrower or any Domestic Subsidiary in respect of any Prepayment
          Event, the Borrowers shall, within five (5) Business Days after such Net
          Proceeds are received by either Borrower or such Domestic Subsidiary, prepay the
          Obligations as set forth in Section 2.11(e) below in an aggregate amount equal
          to 100% of such Net Proceeds.

(d)       
          [Reserved]

(e)       
          All such amounts pursuant to Section 2.11(c) shall be applied, first to
          prepay any Protective Advances and Overadvances that may be outstanding, and
          second to prepay the Revolving Loans without a corresponding reduction in
          the Revolving Commitment and to cash collateralize outstanding LC Exposure.

(f)       
          The Borrower Representative shall notify the Administrative Agent by telephone
          (confirmed by facsimile) of any prepayment hereunder (i) in the case of
          prepayment of a Eurodollar Revolving Borrowing, not later than 10:00 a.m.,
          Chicago time, three Business Days before the date of prepayment, or (ii) in the
          case of prepayment of an ABR Revolving Borrowing, not later than 10:00 a.m.,
          Chicago time, one Business Day before the date of prepayment. Each such notice
          shall be irrevocable and shall specify the prepayment date and the principal
          amount of each Borrowing or portion thereof to be prepaid; provided that,
          if a notice of prepayment is given in connection with a conditional notice of
          termination of the Commitments as contemplated by Section 2.09, then such
          notice of prepayment may be revoked if such notice of termination is revoked in
          accordance with Section 2.09. Promptly following receipt of any such notice
          relating to a Revolving Borrowing, the Administrative Agent shall advise the
          Lenders of the contents thereof. Each partial prepayment of any Revolving
          Borrowing shall be in an amount that would be permitted in the case of an
          advance of a Revolving Borrowing of the same Type as provided in Section 2.02.
          Each prepayment of a Revolving Borrowing shall be applied ratably to the
          Revolving Loans included in the prepaid Borrowing. Prepayments shall be
          accompanied by accrued interest to the extent required by Section 2.13.

SECTION
2.12. Fees. (a)  The Borrowers agree to pay to the Administrative Agent
for the account of each Lender a commitment fee, which shall accrue at the per annum rate
of 0.20% on the average daily amount of the Available Revolving Commitment of such Lender
during the period from and including the Effective Date to but excluding the date on which
the Lenders Revolving Commitments terminate. Accrued commitment fees shall be
payable in arrears on the first day of each calendar month and on the date on which the
Revolving Commitments terminate, commencing on the first such date to occur after the date
hereof. All commitment fees shall be computed on the basis of a year of 360 days and shall
be payable for the actual number of days elapsed.

36



(b)       
          The Borrowers agree to pay (i) to the Administrative Agent for the account of
          each Revolving Lender a participation fee with respect to its participations in
          Letters of Credit, which shall accrue at the Applicable Rate on the average
          daily amount of such Lenders LC Exposure (excluding any portion thereof
          attributable to unreimbursed LC Disbursements) during the period from and
          including the Effective Date to but excluding the later of the date on which
          such Lenders Revolving Commitment terminates and the date on which such
          Revolving Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a
          fronting fee, which shall accrue at the rate of 0.25% per annum on the average
          daily amount of the LC Exposure (excluding any portion thereof attributable to
          unreimbursed LC Disbursements) during the period from and including the
          Effective Date to but excluding the later of the date of termination of the
          Revolving Commitments and the date on which there ceases to be any LC Exposure,
          as well as the Issuing Banks standard fees with respect to the issuance,
          amendment, renewal or extension of any Letter of Credit or processing of
          drawings thereunder. Participation fees and fronting fees accrued through and
          including the last day of each calendar month shall be payable on the first day
          of each calendar month following such last day, commencing on the first such
          date to occur after the Effective Date; provided that all such fees shall
          be payable on the date on which the Revolving Commitments terminate and any such
          fees accruing after the date on which the Commitments terminate shall be payable
          on demand. Any other fees payable to the Issuing Bank pursuant to this paragraph
          shall be payable within 10 days after demand. All participation fees and
          fronting fees shall be computed on the basis of a year of 360 days and shall be
          payable for the actual number of days elapsed.

(c)  The
Borrowers agree to pay to the Administrative Agent, for its own account, fees payable in
the amounts and at the times separately agreed upon between the Borrowers and the
Administrative Agent.

(d)       
          All fees payable hereunder shall be paid on the dates due, in immediately
          available funds, to the Administrative Agent (or to the Issuing Bank, in the
          case of fees payable to it) for distribution, in the case of commitment fees and
          participation fees, to the Lenders. Fees paid shall not be refundable under any
          circumstances.

SECTION
2.13. Interest. (a) The Loans comprising each ABR Borrowing shall bear
interest at the Alternate Base Rate plus the Applicable Rate.

(b)  The
Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate
for the Interest Period in effect for such Borrowing plus the Applicable Rate.

(c)       
          Each Protective Advance and each Overadvance shall bear interest at the
          Alternate Base Rate plus the Applicable Rate for Revolving Loans plus 2%.

(d)       
          Notwithstanding the foregoing, during the occurrence and continuance of a
          Default, the Administrative Agent or the Required Lenders may, at their option,
          by notice to the Borrower Representative (which notice may be revoked at the
          option of the Required Lenders notwithstanding any provision of Section 9.02
          requiring the consent of each Lender affected thereby for reductions
          in interest rates), declare that (i) all Loans shall bear interest at 2% plus
          the rate otherwise applicable to such Loans as provided in the preceding
          paragraphs of this Section or (ii) in the case of any other amount outstanding
          hereunder, such amount shall accrue at 2% plus the rate applicable to such fee
          or other obligation as provided hereunder.

(e)       
          Accrued interest on each Loan (for ABR Loans, accrued through the last day of
          the prior calendar month) shall be payable in arrears on each Interest Payment
          Date for such Loan and upon termination of the Commitments; provided that
          (i) interest accrued pursuant to paragraph (d) of this Section shall be payable
          on demand, (ii) in the event of any repayment or prepayment of any Loan (other

37



than a prepayment of an ABR Revolving Loan prior to the end of the Availability
          Period), accrued interest on the principal amount repaid or prepaid shall be
          payable on the date of such repayment or prepayment and (iii) in the event of
          any conversion of any Eurodollar Loan prior to the end of the current Interest
          Period therefor, accrued interest on such Loan shall be payable on the effective
          date of such conversion.

(f)       
          All interest hereunder shall be computed on the basis of a year of 360 days,
          except that interest computed by reference to the Alternate Base Rate at times
          when the Alternate Base Rate is based on the Prime Rate shall be computed on the
          basis of a year of 365 days (or 366 days in a leap year), and in each case shall
          be payable for the actual number of days elapsed. The applicable Alternate Base
          Rate, Adjusted LIBO Rate or LIBO Rate shall be determined by the Administrative
          Agent, and such determination shall be conclusive absent manifest error.

SECTION
2.14. Alternate Rate of Interest. If prior to the commencement of any Interest
Period for a Eurodollar Borrowing:

| | (a)       
               the Administrative Agent determines (which determination shall be conclusive
               absent manifest error) that adequate and reasonable means do not exist for
               ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such
               Interest Period; or
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)       
               the Administrative Agent is advised by the Required Lenders that the Adjusted
               LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not
               adequately and fairly reflect the cost to such Lenders (or Lender) of making or
               maintaining their Loans (or its Loan) included in such Borrowing for such
               Interest Period;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

then the Administrative Agent shall
give notice thereof to the Borrower Representative and the Lenders by telephone or
facsimile as promptly as practicable thereafter and, until the Administrative Agent
notifies the Borrower Representative and the Lenders that the circumstances giving rise to
such notice no longer exist, (i) any Interest Election Request that requests the
conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a
Eurodollar Borrowing shall be ineffective, and (ii) if any Borrowing Request requests a
Eurodollar Revolving Borrowing, such Borrowing shall be made as an ABR Borrowing.

SECTION
2.15.  Increased Costs.  (a) If any Change in Law shall:

| | (i)       
               impose, modify or deem applicable any reserve, special deposit or similar
               requirement against assets of, deposits with or for the account of, or credit
               extended by, any Lender (except any such reserve requirement reflected in the
               Adjusted LIBO Rate) or the Issuing Bank; or
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)       
               impose on any Lender or the Issuing Bank or the London interbank market any
               other condition affecting this Agreement or Eurodollar Loans made by such Lender
               or any Letter of Credit or participation therein;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

and the result of any of the
foregoing shall be to increase the cost to such Lender of making or maintaining any
Eurodollar Loan (or of maintaining its obligation to make any such Loan) or to increase
the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining
any Letter of Credit or to reduce the amount of any sum received or receivable by such
Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise), then
the Borrowers will pay to such Lender or the Issuing Bank, as the case may be, such
additional amount or amounts as will compensate such Lender or the Issuing Bank, as the
case may be, for such additional costs incurred or reduction suffered.

38



(b)       
          If any Lender or the Issuing Bank determines that any Change in Law regarding
          capital requirements has or would have the effect of reducing the rate of return
          on such Lenders or the Issuing Banks capital or on the capital of
          such Lenders or the Issuing Banks holding company, if any, as a
          consequence of this Agreement or the Loans made by, or participations in Letters
          of Credit held by, such Lender, or the Letters of Credit issued by the Issuing
          Bank, to a level below that which such Lender or the Issuing Bank or such
          Lenders or the Issuing Banks holding company could have achieved but
          for such Change in Law (taking into consideration such Lenders or the
          Issuing Banks policies and the policies of such Lenders or the
          Issuing Banks holding company with respect to capital adequacy), then from
          time to time the Borrowers will pay to such Lender or the Issuing Bank, as the
          case may be, such additional amount or amounts as will compensate such Lender or
          the Issuing Bank or such Lenders or the Issuing Banks holding
          company for any such reduction suffered.

(c)       
          A certificate of a Lender or the Issuing Bank setting forth the amount or
          amounts necessary to compensate such Lender or the Issuing Bank or its holding
          company, as the case may be, as specified in paragraph (a) or (b) of this
          Section shall be delivered to the Borrower Representative and shall be
          conclusive absent manifest error. The Borrowers shall pay such Lender or the
          Issuing Bank, as the case may be, the amount shown as due on any such
          certificate within 10 days after receipt thereof.

(d)       
          Failure or delay on the part of any Lender or the Issuing Bank to demand
          compensation pursuant to this Section shall not constitute a waiver of such
          Lenders or the Issuing Banks right to demand such compensation;
          provided that the Borrowers shall not be required to compensate a Lender
          or the Issuing Bank pursuant to this Section for any increased costs or
          reductions incurred more than 270 days prior to the date that such Lender or the
          Issuing Bank, as the case may be, notifies the Borrower Representative of the
          Change in Law giving rise to such increased costs or reductions and of such
          Lenders or the Issuing Banks intention to claim compensation
          therefor; provided further that, if the Change in Law giving rise to such
          increased costs or reductions is retroactive, then the 270-day period referred
          to above shall be extended to include the period of retroactive effect thereof.

SECTION
2.16. Break Funding Payments. In the event of (a) the payment of any principal of
any Eurodollar Loan other than on the last day of an Interest Period applicable thereto
(including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan
other than on the last day of the Interest Period applicable thereto, (c) the failure to
borrow, convert, continue or prepay any Eurodollar Loan on the date specified in any
notice delivered pursuant hereto (regardless of whether such notice may be revoked
hereunder and is revoked in accordance herewith), or (d) the assignment of any
Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a
result of a request by the Borrower Representative pursuant to Section 2.19, then, in
any such event, the Borrowers shall compensate each Lender for the loss, cost and expense
attributable to such event. In the case of a Eurodollar Loan, such loss, cost or expense
to any Lender shall be deemed to include an amount determined by such Lender to be the
excess, if any, of (i) the amount of interest which would have accrued on the principal
amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have
been applicable to such Loan, for the period from the date of such event to the last day
of the then current Interest Period therefor (or, in the case of a failure to borrow,
convert or continue, for the period that would have been the Interest Period for such
Loan), over (ii) the amount of interest which would accrue on such principal amount for
such period at the interest rate which such Lender would bid were it to bid, at the
commencement of such period, for dollar deposits of a comparable amount and period from
other banks in the eurodollar market. A certificate of any Lender setting forth any amount
or amounts that such Lender is entitled to receive pursuant to this Section shall be
delivered to the Borrower Representative and shall be conclusive absent manifest error.
The Borrowers shall pay such Lender the amount shown as due on any such certificate within
10 days after receipt thereof. Notwithstanding the foregoing or any other term hereof, so
long as no Default shall exist, the Borrowers shall not be required

39



to make any prepayment of a Eurodollar Borrowing pursuant to Sections 2.10(b) and 2.11(c) until the last day of
the applicable interest period so long as an amount equal to such prepayment is deposited
by the Borrowers into a cash collateral account with the Administrative Agent and applied
to such prepayment on the last day of such Interest Period.

SECTION
2.17. Taxes. (a) Any and all payments by or on account of any obligation of the
Borrowers hereunder shall be made free and clear of and without deduction for any
Indemnified Taxes or Other Taxes; provided that if the Borrowers shall be required
to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum
payable shall be increased as necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this Section) the
Administrative Agent, Lender or Issuing Bank (as the case may be) receives an amount equal
to the sum it would have received had no such deductions been made, (ii) the
Borrowers shall make such deductions and (iii) the Borrowers shall pay the full
amount deducted to the relevant Governmental Authority in accordance with applicable law.

(b)       
          In addition, the Borrowers shall pay any Other Taxes to the relevant
          Governmental Authority in accordance with applicable law.

(c)       
          The Borrowers shall jointly and severally indemnify the Administrative Agent,
          each Lender and the Issuing Bank, within 10 days after written demand therefor,
          for the full amount of any Indemnified Taxes or Other Taxes paid by the
          Administrative Agent, such Lender or the Issuing Bank, as the case may be, on or
          with respect to any payment by or on account of any obligation of the Borrowers
          hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on or
          attributable to amounts payable under this Section) and any penalties, interest
          and reasonable expenses arising therefrom or with respect thereto, whether or
          not such Indemnified Taxes or Other Taxes were correctly or legally imposed or
          asserted by the relevant Governmental Authority. A certificate as to the amount
          of such payment or liability delivered to the Borrower Representative by a
          Lender or the Issuing Bank, or by the Administrative Agent on its own behalf or
          on behalf of a Lender or the Issuing Bank, shall be conclusive absent manifest
          error.

(d)       
          As soon as practicable after any payment of Indemnified Taxes or Other Taxes by
          the Borrowers to a Governmental Authority, the Borrower Representative shall
          deliver to the Administrative Agent the original or a certified copy of a
          receipt issued by such Governmental Authority evidencing such payment, a copy of
          the return reporting such payment or other evidence of such payment reasonably
          satisfactory to the Administrative Agent.

(e)       
          Any Foreign Lender that is entitled to an exemption from or reduction of
          withholding tax under the law of the jurisdiction in which any Borrower is
          located, or any treaty to which such jurisdiction is a party, with respect to
          payments under this Agreement shall deliver to the Borrower Representative (with
          a copy to the Administrative Agent), at the time or times prescribed by
          applicable law, such properly completed and executed documentation prescribed by
          applicable law or reasonably requested by the Borrower Representative as will
          permit such payments to be made without withholding or at a reduced rate.

(f)       
          If the Administrative Agent or a Lender determines, in its sole discretion, that
          it has received a refund of any Taxes or Other Taxes as to which it has been
          indemnified by the Borrowers or with respect to which the Borrowers have paid
          additional amounts pursuant to this Section 2.17, it shall pay over such refund
          to the Borrowers (but only to the extent of indemnity payments made, or
          additional amounts paid, by the Borrowers under this Section 2.17 with respect
          to the Taxes or Other Taxes giving rise to such refund), net of all
          out-of-pocket expenses of the Administrative Agent or such Lender that are
          reasonably incurred and directly related to such payment and without interest
          (other than any interest paid

40



by the relevant Governmental Authority with
          respect to such refund); provided, that the Borrowers, upon the request of the
          Administrative Agent or such Lender, agree to repay the amount paid over to the
          Borrowers (plus any penalties, interest or other charges imposed by the relevant
          Governmental Authority) to the Administrative Agent or such Lender in the event
          the Administrative Agent or such Lender is required to repay such refund to such
          Governmental Authority. This Section shall not be construed to require the
          Administrative Agent or any Lender to make available its tax returns (or any
          other information relating to its taxes which it deems confidential) to the
          Borrowers or any other Person.

SECTION
2.18. Payments Generally; Allocation of Proceeds; Sharing of Set-offs. (a) The
Borrowers shall make each payment required to be made by them hereunder (whether of
principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable
under Section 2.15, 2.16 or 2.17, or otherwise) prior to 2:00 p.m., Chicago time, on the
date when due, in immediately available funds, without set-off or counterclaim. Any
amounts received after such time on any date may, in the discretion of the Administrative
Agent, be deemed to have been received on the next succeeding Business Day for purposes of
calculating interest thereon. All such payments shall be made to the Administrative Agent
at its offices at 120 South LaSalle Street, Chicago, Illinois, except payments to be made
directly to the Issuing Bank as expressly provided herein and except that payments
pursuant to Sections 2.15, 2.16, 2.17 and 9.03 shall be made directly to the Persons
entitled thereto. The Administrative Agent shall distribute any such payments received by
it for the account of any other Person to the appropriate recipient promptly following
receipt thereof. If any payment hereunder shall be due on a day that is not a Business
Day, the date for payment shall be extended to the next succeeding Business Day, and, in
the case of any payment accruing interest, interest thereon shall be payable for the
period of such extension. All payments hereunder shall be made in dollars. At all times
that full cash dominion is in effect pursuant to Section 7.3 of the Security Agreement,
solely for purposes of determining the amount of Loans available for borrowing purposes,
checks (in addition to immediately available funds applied pursuant to Section 2.10(b))
from collections of items of payment and proceeds of any Collateral shall be applied in
whole or in part against the Obligations, on the Business Day after receipt, subject to
actual collection.

(b)    
          Any proceeds of Collateral received by the Administrative Agent (i) not
          constituting either (A) a specific payment of principal, interest, fees or other
          sum payable under the Loan Documents (which shall be applied as specified by the
          Borrowers), (B) a mandatory prepayment (which shall be applied in accordance
          with Section 2.11) or (C) amounts to be applied from the Collection Account when
          full cash dominion is in effect (which shall be applied in accordance with
          Section 2.10(b)) or (ii) after a Default has occurred and is continuing and the
          Administrative Agent so elects or the Required Lenders so direct, such funds
          shall be applied ratably first, to pay any fees, indemnities, or expense
          reimbursements including amounts then due to the Administrative Agent and the
          Issuing Bank from the Borrowers (other than in connection with Banking Services
          or Swap Obligations), second, to pay any fees or expense reimbursements
          then due to the Lenders from the Borrowers (other than in connection with
          Banking Services or Swap Obligations), third, to pay interest due in
          respect of the Overadvances and Protective Advances, fourth, to pay the
          principal of the Overadvances and Protective Advances, fifth, to pay
          interest then due and payable on the Loans (other than the Overadvances and
          Protective Advances) ratably, sixth, to prepay principal on the Loans
          (other than the Overadvances and Protective Advances) and unreimbursed LC
          Disbursements ratably, seventh, to pay an amount to the Administrative
          Agent equal to one hundred five percent (105%) of the aggregate undrawn face
          amount of all outstanding Letters of Credit and the aggregate amount of any
          unpaid LC Disbursements, to be held as cash collateral for such Obligations,
          eighth, to payment of any amounts owing with respect to Banking Services
          and Swap Obligations, and ninth, to the payment of any other Secured
          Obligation due to the Administrative Agent or any Lender by the Borrowers.Notwithstanding anything to the contrary contained in this Agreement,
          unless so directed by the Borrower Representative, or unless a Default is in
          existence, neither the Administrative Agent nor any Lender shall apply any
          payment which it receives to any Eurodollar Loan of a Class, except (a) on the
          expiration date of the Interest Period applicable to any such Eurodollar Loan

41



or (b) in the event, and only to the extent, that there are no outstanding ABR
          Loans of the same Class and, in any such event, the Borrowers shall pay the
          break funding payment required in accordance with Section 2.16 (subject to the
          final sentence of such Section). The Administrative Agent and the Lenders shall
          have the continuing and exclusive right to apply and reverse and reapply any and
          all such proceeds and payments to any portion of the Secured Obligations.

(c)    
          At the election of the Administrative Agent, all payments of principal,
          interest, LC Disbursements, fees, premiums, reimbursable expenses (including,
          without limitation, all reimbursement for fees and expenses pursuant to Section
          9.03), and other sums payable under the Loan Documents, may be paid from the
          proceeds of Borrowings made hereunder whether made following a request by the
          Borrower Representative pursuant to Section 2.03 or a deemed request as provided
          in this Section or may be deducted from any deposit account of any Borrower
          maintained with the Administrative Agent. Each Borrower hereby irrevocably
          authorizes (i) the Administrative Agent to make a Borrowing for the purpose of
          paying each payment of principal, interest and fees as it becomes due hereunder
          or any other amount due under the Loan Documents and agrees that all such
          amounts charged shall constitute Loans (including Overadvances, but such a
          Borrowing may only constitute a Protective Advance if it is to reimburse costs,
          fees and expenses as described in Section 9.03) and that all such Borrowings
          shall be deemed to have been requested pursuant to Sections 2.03, 2.04 or 2.05,
          as applicable and (ii) the Administrative Agent to charge any deposit account of
          any Borrower maintained with the Administrative Agent for each payment of
          principal, interest and fees as it becomes due hereunder or any other amount due
          under the Loan Documents.

(d)       
          If any Lender shall, by exercising any right of set-off or counterclaim or
          otherwise, obtain payment in respect of any principal of or interest on any of
          its Loans or participations in LC Disbursements resulting in such Lender
          receiving payment of a greater proportion of the aggregate amount of its Loans
          and participations in LC Disbursements and accrued interest thereon than the
          proportion received by any other Lender, then the Lender receiving such greater
          proportion shall purchase (for cash at face value) participations in the Loans
          and participations in LC Disbursements of other Lenders to the extent necessary
          so that the benefit of all such payments shall be shared by the Lenders ratably
          in accordance with the aggregate amount of principal of and accrued interest on
          their respective Loans and participations in LC Disbursements; provided
          that (i) if any such participations are purchased and all or any portion of the
          payment giving rise thereto is recovered, such participations shall be rescinded
          and the purchase price restored to the extent of such recovery, without
          interest, and (ii) the provisions of this paragraph shall not be construed to
          apply to any payment made by the Borrowers pursuant to and in accordance with
          the express terms of this Agreement or any payment obtained by a Lender as
          consideration for the assignment of or sale of a participation in any of its
          Loans or participations in LC Disbursements to any assignee or participant,
          other than to the Borrowers or any Subsidiary or Affiliate thereof (as to which
          the provisions of this paragraph shall apply). Each Borrower consents to the
          foregoing and agrees, to the extent it may effectively do so under applicable
          law, that any Lender acquiring a participation pursuant to the foregoing
          arrangements may exercise against such Borrower rights of set-off and
          counterclaim with respect to such participation as fully as if such Lender were
          a direct creditor of such Borrower in the amount of such participation.

(e)       
          Unless the Administrative Agent shall have received notice from the Borrower
          Representative prior to the date on which any payment is due to the
          Administrative Agent for the account of the Lenders or the Issuing Bank
          hereunder that the Borrowers will not make such payment, the Administrative
          Agent may assume that the Borrowers have made such payment on such date in
          accordance herewith and may, in reliance upon such assumption, distribute to the
          Lenders or the Issuing Bank, as the case may be, the amount due. In such event,
          if the Borrowers have not in fact made such payment, then each of the Lenders or
          the Issuing Bank, as the case may be, severally agrees to repay to the
          Administrative Agent forthwith on demand the amount so distributed to such
          Lender or Issuing Bank

42



with interest thereon, for each day from and including
          the date such amount is distributed to it to but excluding the date of payment
          to the Administrative Agent, at the greater of the Federal Funds Effective Rate
          and a rate determined by the Administrative Agent in accordance with banking
          industry rules on interbank compensation.

(f)       
          If any Lender shall fail to make any payment required to be made by it
          hereunder, then the Administrative Agent may, in its discretion (notwithstanding
          any contrary provision hereof), apply any amounts thereafter received by the
          Administrative Agent for the account of such Lender to satisfy such
          Lenders obligations hereunder until all such unsatisfied obligations are
          fully paid.

SECTION
2.19. Mitigation Obligations; Replacement of Lenders. If any Lender requests
compensation under Section 2.15, or if the Borrowers are required to pay any
additional amount to any Lender or any Governmental Authority for the account of any
Lender pursuant to Section 2.17, then:

(a)       
          such Lender shall use reasonable efforts to designate a different lending office
          for funding or booking its Loans hereunder or to assign its rights and
          obligations hereunder to another of its offices, branches or affiliates, if, in
          the judgment of such Lender, such designation or assignment (i) would eliminate
          or reduce amounts payable pursuant to Section 2.15 or 2.17, as the case may be,
          in the future and (ii) would not subject such Lender to any unreimbursed cost or
          expense and would not otherwise be disadvantageous to such Lender (and the
          Borrowers hereby agree to pay all reasonable costs and expenses incurred by any
          Lender in connection with any such designation or assignment);

(b)       
          the Borrowers may, at their sole expense and effort, require such Lender or any
          Lender that defaults in its obligation to fund Loans hereunder (herein, a
          Departing Lender), upon notice to the Departing Lender and
          the Administrative Agent, to assign and delegate, without recourse (in
          accordance with and subject to the restrictions contained in Section 9.04),
          all its interests, rights and obligations under this Agreement to an assignee
          that shall assume such obligations (which assignee may be another Lender, if a
          Lender accepts such assignment); provided that (i) the Borrowers shall
          have received the prior written consent of the Administrative Agent (and if a
          Revolving Commitment is being assigned, the Issuing Bank), which consent shall
          not unreasonably be withheld, (ii) the Departing Lender shall have received
          payment of an amount equal to the outstanding principal of its Loans and
          participations in LC Disbursements, accrued interest thereon, accrued fees and
          all other amounts payable to it hereunder, from the assignee (to the extent of
          such outstanding principal and accrued interest and fees) or the Borrowers (in
          the case of all other amounts) and (iii) in the case of any such assignment
          resulting from a claim for compensation under Section 2.15 or payments
          required to be made pursuant to Section 2.17, such assignment will result
          in a reduction in such compensation or payments. A Departing Lender shall not be
          required to make any such assignment and delegation if, prior thereto, as a
          result of a waiver by such Lender or otherwise, the circumstances entitling the
          Borrowers to require such assignment and delegation cease to apply.

SECTION
2.20. Returned Payments. If after receipt of any payment which is applied to the
payment of all or any part of the Obligations, the Administrative Agent or any Lender is
for any reason compelled to surrender such payment or proceeds to any Person because such
payment or application of proceeds is invalidated, declared fraudulent, set aside,
determined to be void or voidable as a preference, impermissible setoff, or a diversion of
trust funds, or for any other reason, then the Obligations or part thereof intended to be
satisfied shall be revived and continued and this Agreement shall continue in full force
as if such payment or proceeds had not been received by the Administrative Agent or such
Lender. The provisions of this Section 2.20 shall be and remain effective notwithstanding
any contrary action which may have been taken by the Administrative Agent or any Lender in
reliance upon such payment or application of proceeds. The provisions of this Section 2.20
shall survive the termination of this Agreement.

43



ARTICLE III

Representations and Warranties

Each
Loan Party represents and warrants to the Lenders that:

SECTION
3.01. Organization; Powers. Each of the Loan Parties and each of the Subsidiaries
is duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, has all requisite power and authority to carry on its
business as now conducted and is qualified to do business in, and is in good standing in,
every jurisdiction where the failure to be so qualified could reasonably be expected to
result in a Material Adverse Effect.

SECTION
3.02. Authorization; Enforceability. The Transactions are within each Loan
Partys organizational powers and have been duly authorized by all necessary
organizational actions and, if required, actions by equity holders. The Loan Documents to
which each Loan Party is a party have been duly executed and delivered by such Loan Party
and constitute a legal, valid and binding obligation of such Loan Party, enforceable in
accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization,
moratorium or other laws affecting creditors rights generally and subject to general
principles of equity, regardless of whether considered in a proceeding in equity or at
law.

SECTION
3.03. Governmental Approvals; No Conflicts. The Transactions (a) do not require any
consent or approval of, registration or filing with, or any other action by, any
Governmental Authority, except such as have been obtained or made and are in full force
and effect and except for filings necessary to perfect Liens created pursuant to the Loan
Documents, (b) will not violate any Requirement of Law applicable to any Loan Party or any
of the Subsidiaries, (c) will not violate or result in a default under any indenture,
agreement or other instrument binding upon any Loan Party or any of the Subsidiaries or
its assets, the violation or default under which could reasonably be expected to have a
Material Adverse Effect, or give rise to a right thereunder to require any material
payment to be made by any Loan Party or any of the Subsidiaries, and (d) will not result
in the creation or imposition of any Lien on any asset of any Loan Party or any of the
Subsidiaries, except Liens created pursuant to the Loan Documents.

SECTION
3.04. Financial Condition; No Material Adverse Change. (a) The Company has
heretofore furnished to the Lenders (i) Holdings consolidated balance sheet and
statements of income, stockholders equity and cash flows as of and for the fiscal year
ended June 30, 2007, reported on by Grant Thornton LLP, independent public accountants,
and (ii) Borrowers unaudited consolidating balance sheet and statements of income,
stockholders equity and cash flows as of and for the fiscal year ended June 30, 2007,
certified by its chief financial officer. Such financial statements present fairly, in all
material respects, the financial position and results of operations and cash flows of the
Company and its consolidated Subsidiaries as of such dates and for such periods in
accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes
in the case of the statements referred to in clause (ii) above.

(b)       
          No event, change or condition has occurred that has had, or could reasonably be
          expected to have, a Material Adverse Effect, since June 30, 2007.

SECTION
3.05. Properties. (a) As of the date of this Agreement, Schedule 3.05 sets
forth the address of each parcel of real property that is owned or leased by each Loan
Party. Each of such

44



leases and subleases is valid and enforceable in accordance with its
terms and is in full force and effect in all material respects, and no default by any Loan
Party party thereto or, to the knowledge of the Loan Parties, any other party thereto,
under any such lease or sublease exists. Each of the Loan Parties and the Subsidiaries has
good and indefeasible title to, or valid leasehold interests in, all its (i) material real
and personal property (other than the Collateral), and (ii) Collateral, free of all Liens
other than those permitted by Section 6.02.

(b)       
          Each Loan Party and each of the Subsidiaries owns, or is licensed to use, all
          trademarks, tradenames, copyrights, patents and other intellectual property
          materially necessary to its business as currently conducted, and the use thereof
          by the Loan Parties and the Subsidiaries does not infringe in any material
          respect upon the rights of any other Person, and the Loan Parties rights
          thereto are not subject to any licensing agreement or similar arrangement.

SECTION
3.06. Litigation and Environmental Matters. (a) There are no actions, suits or
proceedings by or before any arbitrator or Governmental Authority pending against or, to
the knowledge of any Loan Party, threatened against or affecting the Loan Parties or any
of the Subsidiaries (i) as to which there is a reasonable possibility of an adverse
determination and that, if adversely determined, could reasonably be expected,
individually or in the aggregate, to result in a Material Adverse Effect (other than the
Disclosed Matters) or (ii) that involve this Agreement or the Transactions.

(b)  Except
for the Disclosed Matters (i) no Loan Party nor any of the Subsidiaries has received
notice of any claim with respect to any material Environmental Liability or knows of any
basis for any material Environmental Liability and (ii) and except with respect to any
other matters that, individually or in the aggregate, could not reasonably be expected to
result in a Material Adverse Effect, no Loan Party nor any of the Subsidiaries
(1) has failed to comply with any Environmental Law or to obtain, maintain or comply
with any permit, license or other approval required under any Environmental Law or
(2) has become subject to any Environmental Liability, in each case where such
failure to comply or such Environmental Liability could reasonably be expected to result
in a Material Adverse Effect.

(c)  Since
the date of this Agreement, there has been no change in the status of the Disclosed
Matters that, individually or in the aggregate, has resulted in, or materially increased
the likelihood of, a Material Adverse Effect.

SECTION
3.07. Compliance with Laws and Agreements. Each Loan Party and the Subsidiaries is
in compliance with all Requirements of Law applicable to it or its property and all
indentures, agreements and other instruments binding upon it or its property, except where
the failure to do so, individually or in the aggregate, could not reasonably be expected
to result in a Material Adverse Effect. No Default has occurred and is continuing.

SECTION
3.08. Investment Company Status. No Loan Party nor any of the Subsidiaries is an
investment company as defined in, or subject to regulation under, the
Investment Company Act of 1940.

SECTION
3.09. Taxes. Each Loan Party and each of the Subsidiaries has timely filed or
caused to be filed all Federal income tax returns and other material tax returns and
reports required to have been filed and has paid or caused to be paid all Taxes required
to have been paid by it, except Taxes that are being contested in good faith by
appropriate proceedings and for which such Loan Party or such Subsidiary, as applicable,
has set aside on its books adequate reserves to the extent required by GAAP. No tax liens
have been filed and no claims are being asserted with respect to any such Taxes, except
those tax liens (y) that are being contested in good faith by appropriate proceedings and
for which such Loan Party or such Subsidiary, as applicable, has set aside on its books
adequate reserves to the extent required by GAAP, or (z) that have been paid or otherwise
satisfied and which are to be released as a result thereof.

45



SECTION
3.10. ERISA. No ERISA Event has occurred or is reasonably expected to occur that,
when taken together with all other such ERISA Events for which liability is reasonably
expected to occur, could reasonably be expected to result in a Material Adverse Effect.
The present value of all accumulated benefit obligations under each Plan (based on the
assumptions used for purposes of Statement of Financial Accounting Standards No. 87)
did not, as of the date of the most recent financial statements reflecting such amounts,
exceed by more than $1,000,000 the fair market value of the assets of such Plan, and the
present value of all accumulated benefit obligations of all underfunded Plans (based on
the assumptions used for purposes of Statement of Financial Accounting Standards
No. 87) did not, as of the date of the most recent financial statements reflecting
such amounts, exceed by more than $1,000,000 the fair market value of the assets of all
such underfunded Plans.

SECTION
3.11. Disclosure. Each Borrower has disclosed to the Lenders all agreements,
instruments and corporate or other restrictions to which it or any Subsidiary is subject,
and all other matters known to it, that, individually or in the aggregate, could
reasonably be expected to result in a Material Adverse Effect. None of the reports,
financial statements, certificates or other information furnished by or on behalf of any
Loan Party to the Administrative Agent or any Lender in connection with the negotiation of
this Agreement or any other Loan Document (as modified or supplemented by other
information so furnished) contains any material misstatement of fact or omits to state any
material fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided that, with respect to
projected financial information, the Loan Parties represent only that such information was
prepared in good faith based upon assumptions believed to be reasonable at the time
delivered and, if such projected financial information was delivered prior to the
Effective Date, as of the Effective Date.

SECTION
3.12. Material Agreements. All material agreements and contracts to which any Loan
Party is a party or is bound are listed on Schedule 3.12. No Loan Party is in
default in the performance, observance or fulfillment of any of the obligations, covenants
or conditions contained in (i) any material agreement to which it is a party or (ii) any
agreement or instrument evidencing or governing Material Indebtedness.

SECTION
3.13. Solvency. Immediately after the consummation of the Transactions to occur on
the Effective Date, (i) the fair value of the assets of each Loan Party, at a fair
valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise;
(ii) the present fair saleable value of the property of each Loan Party will be greater
than the amount that will be required to pay the probable liability of its debts and other
liabilities, subordinated, contingent or otherwise, as such debts and other liabilities
become absolute and matured; (iii) each Loan Party will be able to pay its debts and
liabilities, subordinated, contingent or otherwise, as such debts and liabilities become
absolute and matured; and (iv) each Loan Party will not have unreasonably small capital
with which to conduct the business in which it is engaged as such business is now
conducted and is proposed to be conducted after the Effective Date.

SECTION
3.14. Insurance. Schedule 3.14 sets forth a description of all
insurance maintained by or on behalf of the Loan Parties as of the Effective Date. As of
the Effective Date, all premiums in respect of such insurance required to be maintained
hereunder and under the other Loan Documents have been paid. The Borrowers and Holdings
believe that the insurance maintained by or on behalf of the Loan Parties is adequate.

46



SECTION
3.15. Capitalization and Subsidiaries. Schedule 3.15 sets forth as of the
date hereof (a) a correct and complete list of the name and relationship to Holdings and
the Borrowers of each and all of the Borrowers and the Subsidiaries, (b) a true and
complete listing of each class of each of the Loan Parties authorized Equity
Interests, of which all of such issued and outstanding shares are (to the extent such
concepts are relevant with respect to such Equity Interests) validly issued, outstanding,
fully paid and non-assessable, and each class of each of the Loan Parties (other
than Holdings) authorized Equity Interests are owned beneficially and of record by the
Persons identified on Schedule 3.15, and (c) the type of entity of each Loan Party
and each of the Subsidiaries.

SECTION
3.16. Security Interest in Collateral. With respect to Collateral the granting and
perfection of a Lien on which is governed by the UCC, the provisions of this Agreement and
the other Loan Documents create legal and valid Liens on all the Collateral described
therein in favor of the Administrative Agent, for the benefit of the Administrative Agent
and the Lenders, and such Liens constitute perfected and continuing Liens on the
Collateral, securing the Secured Obligations, enforceable against the applicable Loan
Party and all third parties, and having priority over all other Liens on the Collateral
except in the case of (a) Permitted Encumbrances, to the extent any such Permitted
Encumbrances would have priority over the Liens in favor of the Administrative Agent
pursuant to any applicable law, (b) Liens in respect of the Ex-Im Obligations and
(c) Liens perfected only by possession or control (including possession of any
certificate of title) to the extent the Administrative Agent has not obtained or does not
maintain possession or control of such Collateral (or otherwise complied with certificate
of title laws).

SECTION
3.17. Employment Matters. There are no strikes, lockouts or slowdowns against any
Loan Party or any Subsidiary pending or, to the knowledge of Holdings or the Borrowers,
threatened, in each case that could reasonably be expected to result in a Material Adverse
Effect. The hours worked by and payments made to employees of the Borrowers and the
Subsidiaries have not been in violation of the Fair Labor Standards Act or any other
applicable Federal, state, local or foreign law dealing with such matters. All payments
due from any Loan Party or any Subsidiary, or for which any claim may be made against any
Loan Party or any Subsidiary, on account of wages and employee health and welfare
insurance and other benefits, have been paid or accrued as a liability on the books of the
Loan Party or such Subsidiary, except, in the case of benefits, where the failure to do so
could not reasonably be expected to have a Material Adverse Effect.

SECTION
3.18. Affiliate Transactions. Except (i) for transactions expressly permitted by
Section 6.09 and (ii) as set forth on Schedule 3.18, as of the date of this
Agreement, there are no existing or proposed agreements, arrangements, understandings, or
transactions between any Borrower and any of the officers, members, managers, directors,
stockholders, parents, other interest holders, employees, or Affiliates (other than
Subsidiaries) of any Borrower or any members of their respective immediate families, and
none of the foregoing Persons (other than Holdings) are directly or indirectly indebted to
or have any direct or indirect ownership, partnership, or voting interest in any Affiliate
of any Borrower or any Person with which any Borrower has a business relationship or which
competes with any Borrower.

SECTION
3.19. Common Enterprise. The successful operation and condition of each of the Loan
Parties is dependent on the continued successful performance of the functions of the group
of the Loan Parties as a whole and the successful operation of each of the Loan Parties is
dependent on the successful performance and operation of each other Loan Party. Each Loan
Party expects to derive benefit, directly and indirectly, from (i) successful operations
of each of the other Loan Parties and (ii) the credit extended by the Lenders to the
Borrowers hereunder, both in their separate capacities and as members of the group of
companies. Each Loan Party has determined that execution, delivery, and performance of
this Agreement and any other Loan Documents to be executed by such Loan Party is within
its purpose, will be of direct and indirect benefit to such Loan Party, and is in its best
interest.

47



ARTICLE IV

Conditions

SECTION
4.01. Effective Date. The obligations of the Lenders to make Loans and of the
Issuing Bank to issue Letters of Credit hereunder shall not become effective until the
date on which each of the following conditions is satisfied (or waived in accordance with
Section 9.02):

| | (a)       
               Credit Agreement and Loan Documents. The Administrative Agent (or its
               counsel) shall have received (i) from each party hereto either (A) a
               counterpart of this Agreement signed on behalf of such party or (B) written
               evidence satisfactory to the Administrative Agent (which may include facsimile
               transmission of a signed signature page of this Agreement) that such party has
               signed a counterpart of this Agreement and (ii) duly executed copies of the Loan
               Documents and such other certificates, documents, instruments and agreements as
               the Administrative Agent shall reasonably request in connection with the
               transactions contemplated by this Agreement and the other Loan Documents,
               including any promissory notes requested by a Lender pursuant to Section 2.10
               payable to the order of each such requesting Lender and a written opinion of the
               Loan Parties counsel, addressed to the Administrative Agent, the Issuing
               Bank and the Lenders in substantially the form of Exhibit B.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)       
               Financial Statements and Projections. To the extent not publicly
               available, the Lenders shall have received (i) audited consolidated financial
               statements of the Loan Parties for the 2005 and 2006 fiscal years, (ii)
               unaudited interim consolidated financial statements of the Loan Parties for each
               fiscal month and quarter ended after the date of the latest applicable financial
               statements delivered pursuant to clause (i) of this paragraph as to which such
               financial statements are available, and such financial statements shall not, in
               the reasonable judgment of the Administrative Agent, reflect any material
               adverse change in the consolidated financial condition of the Loan Parties and
               (iii) satisfactory projections through 2009.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)       
               Closing Certificates; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a
               certificate of each Loan Party, dated the Effective Date and executed by its
               Secretary or Assistant Secretary, which shall (A) certify the resolutions of its
               Board of Directors, members or other body authorizing the execution, delivery
               and performance of the Loan Documents to which it is a party, (B) identify by
               name and title and bear the signatures of the Financial Officers and any other
               officers of such Loan Party authorized to sign the Loan Documents to which it is
               a party, and (C) contain appropriate attachments, including the certificate or
               articles of incorporation or organization of each Loan Party certified by the
               relevant authority of the jurisdiction of organization of such Loan Party and a
               true and correct copy of its by-laws or operating, management or partnership
               agreement, and (ii) a long form good standing certificate for each Loan Party
               from its jurisdiction of organization.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d)       
               No Default Certificate. The Administrative Agent shall have received a
               certificate, signed by the chief financial officer of each Loan Party, on the
               initial Borrowing date (i) stating that no Default has occurred and is
               continuing, (ii) stating that the representations and warranties contained in
               Article III are true and correct in all material respects as of such date, and
               (iii) certifying any other factual matters as may be reasonably requested by the
               Administrative Agent.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (e)       
               Fees. The Lenders and the Administrative Agent shall have received all
               fees required to be paid, and all expenses for which invoices have been
               presented (including the reasonable fees
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

48



| | and expenses of legal counsel), on or
               before the Effective Date. All such amounts will be paid with proceeds of Loans
               made on the Effective Date and will be reflected in the funding instructions
               given by the Borrower Representative to the Administrative Agent on or before
               the Effective Date.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (f)       
               Lien Searches. The Administrative Agent shall have received the results
               of a recent lien search in each of the jurisdictions where assets of the Loan
               Parties are located, and such search shall reveal no liens on any of the assets
               of the Loan Parties except for liens permitted by Section 6.02 or discharged on
               or prior to the Effective Date pursuant to a pay-off letter or other
               documentation satisfactory to the Administrative Agent.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (g)       
               [Reserved]
| | ------------------------------------

| | (h)       
               Funding Accounts. The Administrative Agent shall have received a notice
               setting forth the deposit account(s) of the Borrowers (the Funding
               Accounts) to which the Lender is authorized by the Borrowers to
               transfer the proceeds of any Borrowings requested or authorized pursuant to this
               Agreement.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (i)       
               Customer List. The Administrative Agent shall have received a true and
               complete Customer List.
| | ---------------------------------------------------------------------------------------------------------------------------------------

| | (j)       
               Collateral Access and Control Agreements. The Administrative Agent shall
               have received each (i) Collateral Access Agreement required to be provided
               pursuant to Section 4.13 of the Security Agreement and (ii) Deposit Account
               Control Agreement required to be provided pursuant to Section 4.14 of the
               Security Agreement.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (k)       
               Solvency. The Administrative Agent shall have received a solvency
               certificate from a Financial Officer.
| | ------------------------------------------------------------------------------------------------------------------------------------------------

| | (l)       
               Borrowing Base Certificate. The Administrative Agent shall have received
               a Borrowing Base Certificate which calculates the Borrowing Base as of the end
               of the Business Day immediately preceding the Effective Date.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (m)       
               Closing Availability. After giving effect to all Borrowings to be made on
               the Effective Date and the issuance of any Letters of Credit on the Effective
               Date and payment of all fees and expenses due hereunder, and with all of the
               Loan Parties indebtedness, liabilities, and obligations current, the
               Borrowers Availability shall not be less than $7,500,000.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (n)       
               Collateral Examination. The Administrative Agent shall have completed
               field and other examinations of the Collateral, and received appraisals of the
               Collateral, the results of each of which shall be satisfactory in form and
               substance satisfactory to the Administrative Agent.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (p)       
               Filings, Registrations and Recordings. Each document (including any
               Uniform Commercial Code financing statement) required by the Collateral
               Documents or under law or reasonably requested by the Administrative Agent to be
               filed, registered or recorded in order to create in favor of the Administrative
               Agent, for the benefit of the Lenders, a perfected Lien on the Collateral
               described therein, prior and superior in right to any other Person (other than
               with respect to Liens expressly permitted by Section 6.02), shall be in proper
               form for filing, registration or recordation.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

49



| | (q)       
               Insurance. The Administrative Agent shall have received evidence of
               insurance coverage in form, scope, and substance reasonably satisfactory to the
               Administrative Agent and otherwise in compliance with the terms of
               Section 5.09 and Section 4.12 of the Security Agreement.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (r)       
               Letter of Credit Application. The Administrative Agent shall have
               received a properly completed letter of credit application if the issuance of a
               Letter of Credit will be required on the Effective Date.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (s)       
               Ex-Im Documents. The Administrative Agent shall have received duly
               executed copies of all Ex-Im Documents, which documents shall be in form and
               substance satisfactory to the Administrative Agent and shall be certified as
               true, correct and complete by the Borrower Representative.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (t)       
               Liquidity Deposit. The Administrative Agent shall have received evidence
               satisfactory to the Administrative Agent that the Borrowers have deposited at
               least $10,000,000 in cash into the Liquidity Account.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (u)       
               Other Documents. The Administrative Agent shall have received such other
               documents as the Administrative Agent, the Issuing Bank, any Lender or their
               respective counsel may have reasonably requested.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Administrative Agent shall notify
the Borrowers and the Lenders of the Effective Date, and such notice shall be conclusive
and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans
and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective
unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02)
at or prior to 2:00 p.m., Chicago time, on February 4, 2008 (and, in the event such
conditions are not so satisfied or waived, the Commitments shall terminate at such time).

SECTION
4.02. Each Credit Event. The obligation of each Lender to make a Loan on the
occasion of any Borrowing, and of the Issuing Bank to issue, amend, renew or extend any
Letter of Credit, is subject to the satisfaction of the following conditions:

| | (a)       
               The representations and warranties of the Loan Parties set forth in this
               Agreement and the other Loan Documents shall be true and correct in all material
               respects on and as of the date of such Borrowing or the date of issuance,
               amendment, renewal or extension of such Letter of Credit, as applicable, except
               for representations and warranties made as of a specific date, which shall be
               true and correct in all material respects as of such date.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)  At
the time of and immediately after giving effect to such Borrowing or the issuance,
amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall
have occurred and be continuing.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)       
               After giving effect to any Borrowing or the issuance of any Letter of Credit,
               Availability is not less than zero.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------

Each Borrowing and each issuance,
amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a
representation and warranty by the Borrowers on the date thereof as to the matters
specified in paragraphs (a), (b) and (c) of this Section.

50



ARTICLE V

Affirmative Covenants

Until
the Commitments have expired or been terminated and the principal of and interest on each
Loan and all fees payable hereunder shall have been paid in full and all Letters of Credit
shall have expired or terminated and all LC Disbursements shall have been reimbursed, each
Loan Party executing this Agreement covenants and agrees, jointly and severally with all
of the Loan Parties, with the Lenders that:

SECTION
5.01. Financial Statements; Borrowing Base and Other Information. The Borrowers
will furnish to the Administrative Agent and each Lender:

| | (a)       
               within 90 days after the end of each fiscal year of Holdings and the
               Borrowers, (i) Holdings audited consolidated and consolidating balance
               sheet and related statements of operations, stockholders equity and cash
               flows as of the end of and for such year, setting forth in each case in
               comparative form the figures for the previous fiscal year, all reported on by
               independent public accountants of recognized national standing acceptable to the
               Required Lenders (without a going concern or like qualification or
               exception and without any qualification or exception as to the scope of such
               audit) to the effect that such consolidated and consolidating financial
               statements present fairly in all material respects the financial condition and
               results of operations of Holdings and its consolidated subsidiaries on a
               consolidated basis in accordance with GAAP consistently applied, accompanied by
               any management letter prepared by said accountants, and (ii) the Borrowers
               unaudited consolidating balance sheet and related statements of operations,
               stockholders equity and cash flows as of the end of and for such year,
               setting forth in each case in comparative form the figures for the previous
               fiscal year, certified by the Borrowers chief financial officer to the
               effect that such consolidating financial statements present fairly in all
               material respects the financial condition and results of operations of the
               Borrowers and their consolidated subsidiaries on a consolidated basis in
               accordance with GAAP consistently applied; provided that, with respect to
               the financial statements of Holdings referred to in clause (i) above, the
               Borrowers may deliver the Form 10-K filed by Holdings with the Securities
               and Exchange Commission for the applicable fiscal year of Holdings to the extent
               such financial statements and other required information are contained therein
               (and such delivery obligations shall be deemed satisfied at the time at which
               either the Borrowers notifies the Administrative Agent thereof);
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)       
               within 45 days after the end of each of the first three fiscal quarters of
               Holdings and the Borrowers, Holdings and the Borrowers consolidated
               and consolidating balance sheet and related statements of operations,
               stockholders equity and cash flows as of the end of and for such fiscal
               quarter and the then elapsed portion of the fiscal year, setting forth in each
               case in comparative form the figures for the corresponding period or periods of
               (or, in the case of the balance sheet, as of the end of) the previous fiscal
               year, all certified by one of the Financial Officers of the Borrower
               Representative as presenting fairly in all material respects the financial
               condition and results of operations of Holdings or the Borrowers, as applicable,
               and their respective consolidated subsidiaries on a consolidated basis in
               accordance with GAAP consistently applied, subject to normal year-end audit
               adjustments and the absence of footnotes; provided that, with respect to
               the financial statements of Holdings referred to in this subsection (b), the
               Borrowers may deliver the Form 10-Q filed by Holdings with the Securities
               and Exchange Commission for the applicable fiscal quarter of Holdings to the
               extent such financial statements and other required information are contained
               therein (and such delivery obligations
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

51



| | shall be deemed satisfied at the time at which either the Borrowers notifies the Administrative Agent thereof);
| | ---------------------------------------------------------------------------------------------------------------

| | (c)       
               within 30 days after the end of each fiscal month of Holdings and the Borrowers,
               Holdings and the Borrowers consolidated and consolidating balance
               sheet and related statements of operations, stockholders equity and cash
               flows as of the end of and for such fiscal month and the then elapsed portion of
               the fiscal year, setting forth in each case in comparative form the figures for
               the corresponding period or periods of (or, in the case of the balance sheet, as
               of the end of) the previous fiscal year, all certified by one of its Financial
               Officers as presenting fairly in all material respects the financial condition
               and results of operations of Holdings or the Borrowers, as applicable, and their
               respective consolidated subsidiaries on a consolidated basis in accordance with
               GAAP consistently applied, subject to normal year-end audit adjustments and the
               absence of footnotes; provided that, notwithstanding the foregoing,
               Holdings shall not be required to deliver a monthly statement of cash flows
               under this clause (c);
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d)       
               concurrently with any delivery of financial statements under clause (a) or
               (b) or (c) above, a certificate of a Financial Officer of the Borrower
               Representative in substantially the form of Exhibit D
               (i) certifying, in the case of the financial statements delivered under
               clause (b) or (c), as presenting fairly in all material respects the
               financial condition and results of operations of Holdings and the Borrowers and
               their respective consolidated subsidiaries on a consolidated basis in accordance
               with GAAP consistently applied, subject to normal year-end audit adjustments and
               the absence of footnotes, (ii) certifying as to whether a Default has occurred
               and, if a Default has occurred, specifying the details thereof and any action
               taken or proposed to be taken with respect thereto, (iii) setting forth
               reasonably detailed calculations demonstrating compliance with Section 6.13
               and (iv) stating whether any change in GAAP or in the application thereof
               has occurred since the date of the audited financial statements referred to in
               Section 3.04 and, if any such change has occurred, specifying the effect of
               such change on the financial statements accompanying such certificate;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(e) [Reserved]

| | (f)       
               as soon as available, but in any event not more than 60 days after the end of
               each fiscal year of the Company, a copy of the plan and forecast/approved annual
               budget (including a projected consolidated and consolidating balance sheet,
               income statement and funds flow statement) of the Borrowers for each month of
               the upcoming fiscal year (the Projections) in form reasonably
               satisfactory to the Administrative Agent;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (g)       
               as soon as available but in any event within 20 days of the end of each calendar
               month, and at such other times as may be requested by the Administrative Agent,
               as of the period then ended, a Borrowing Base Certificate and supporting
               information in connection therewith, together with any additional reports with
               respect to the Borrowing Base as the Administrative Agent may reasonably
               request; provided, however, that in the event that the unpaid
               principal balance of the Loans and LC Exposure is $0 as of the end of a calendar
               month, then Borrowers shall be required to deliver a Borrowing Base Certificate
               (and supporting information in connection therewith, together with any
               additional reports with respect to the Borrowing Base as the Administrative
               Agent may reasonably request) to the Administrative Agent as soon as available
               but in any event within 30 days of the end of such calendar month; and
               provided further, that, if the foregoing proviso shall be
               applicable with respect to any calendar month, in the event that Borrowers shall
               request a Loan or a Letter of Credit on or after the 20th day occurring after
               the end of such calendar month, then the Borrowers shall deliver a Borrowing
               Base Certificate (and supporting information in connection therewith, together
               with any additional reports with
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

52



| | respect to the Borrowing Base as the Administrative Agent may reasonably request) to the Administrative Agent
               simultaneously with such request for a Loan or a Letter of Credit; and
               provided further, that in the event that the Aggregate Liquidity
               shall at any time fall below $15,000,000, then the Borrowers shall be required
               to deliver to the Administrative Agent Borrowing Base Certificates and such
               supporting information and additional reports as soon as available but in any
               event within 3 days after the end of each calendar week, and at such other times
               as may be requested by the Lender, as of the period then ended. The
               Administrative Agent may at any time in its Permitted Discretion require that
               each Borrower prepare and deliver a separate Borrowing Base Certificate and make
               Revolving Loans only to such Borrower based upon such Borrowing Base
               Certificate;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (h)       
               as soon as available but in any event within 20 days of the end of each calendar
               month and at such other times as may be reasonably requested by the
               Administrative Agent, as of the period then ended, all delivered electronically
               in a text formatted file acceptable to the Administrative Agent:
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (i)       
               a detailed aging of the Borrowers Accounts (1) including all invoices aged
               by invoice date and due date (with an explanation of the terms offered) and (2)
               reconciled to the Borrowing Base Certificate delivered as of such date prepared
               in a manner reasonably acceptable to the Administrative Agent, together with a
               summary specifying the name, address, and balance due for each Account Debtor;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)       
               a schedule detailing the Borrowers Inventory, in form satisfactory to the
               Administrative Agent, (1) by location (showing Inventory in transit, any
               Inventory located with a third party under any consignment, bailee arrangement,
               or warehouse agreement), by class (raw material, work-in-process and finished
               goods), by product type, and by volume on hand, which Inventory shall be valued
               at the lower of cost (determined on a first-in, first-out basis) or market and
               adjusted for Reserves as the Administrative Agent has previously indicated to
               the Borrower Representative are deemed by the Administrative Agent to be
               appropriate, (2) including a report of any variances or other results of
               Inventory counts performed by the Borrowers since the last Inventory schedule
               (including information regarding sales or other reductions, additions, returns,
               credits issued by Borrowers and complaints and claims made against the
               Borrowers), and (3) reconciled to the Borrowing Base Certificate delivered as of
               such date;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)       
               a worksheet of calculations prepared by the Borrowers to determine Eligible
               Accounts and Eligible Inventory, such worksheets detailing the Accounts and
               Inventory excluded from Eligible Accounts and Eligible Inventory and the reason
               for such exclusion;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iv)       
               a reconciliation of the Borrowers Accounts and Inventory between the
               amounts shown in the Borrowers general ledger and financial statements and
               the reports delivered pursuant to clauses (i) and (ii) above; and
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (v)       
               a reconciliation of the loan balance per the Borrowers general ledger to
               the loan balance under this Agreement;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------

| | provided, however, that in the event that the unpaid principal balance of the Loans and LC
Exposure is $0 as of the end of a calendar month, then Borrowers shall be required to
deliver the foregoing information to the Administrative Agent as soon as available but in
any event within 30 days of the end of such calendar month; and provided
further, that, if the foregoing proviso
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

53



| | shall be applicable with respect to any calendar month, in the event that Borrowers shall request a Loan or a Letter of Credit on
or after the 20th day occurring after the end of such calendar month, then the Borrowers
shall deliver the foregoing information to the Administrative Agent simultaneously with
such request for a Loan or a Letter of Credit;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (i)       
               as soon as available but in any event within 20 days of the end of each calendar
               month and at such other times as may be requested by the Administrative Agent,
               as of the month then ended, a schedule and aging of the Borrowers accounts
               payable, delivered electronically in a text formatted file acceptable to the
               Administrative Agent; provided, however, that in the event that
               the unpaid principal balance of the Loans and LC Exposure is $0 as of the end of
               a calendar month, then Borrowers shall be required to deliver the foregoing
               information to the Administrative Agent as soon as available but in any event
               within 30 days of the end of such calendar month; and provided
               further, that, if the foregoing proviso shall be applicable with respect
               to any calendar month, in the event that Borrowers shall request a Loan or a
               Letter of Credit on or after the 20th day occurring after the end of such
               calendar month, then the Borrowers shall deliver the foregoing information to
               the Administrative Agent simultaneously with such request for a Loan or a Letter
               of Credit;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (j)       
               promptly upon the Administrative Agents reasonable request:
| | --------------------------------------------------------------------------------------

|(i) |  | copies of invoices in connection with the invoices issued by the Borrowers in
                    connection with any Accounts, credit memos, shipping and delivery documents, and
                    other information related thereto;
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(ii) |  | copies of purchase orders, invoices, and shipping and delivery documents in
                    connection with any Inventory or Equipment purchased by any Loan Party; and
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(iii) |  | a schedule detailing the balance of all intercompany accounts of the Loan
                    Parties;
|----- |  | ------------------------------------------------------------------------------------------------------

| | (k)       
               simultaneously with the delivery of the Borrowing Base Certificate and at such
               other times as may be reasonably requested by the Administrative Agent, as of
               the period then ended, the Borrowers sales journal, cash receipts journal
               (identifying trade and non-trade cash receipts) and debit memo/credit memo
               journal;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (l)       
               within 30 days of each March 31 and September 30, an updated customer list for
               each Borrower and its Subsidiaries, which list shall state the customers
               name, mailing address and phone number and shall be certified as true and
               correct by a Financial Officer of the Borrower Representative;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (m)       
               promptly upon the Administrative Agents reasonable request, a detailed
               listing of all advances of proceeds of Loans requested by the Borrower
               Representative for each Borrower during the immediately preceding calendar month
               and a detailed listing of all intercompany loans made by the Borrowers during
               such calendar month;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (o)       
               within 30 days of the first Business Day of each March and September, a
               certificate of good standing for each Loan Party from the appropriate
               governmental officer in its jurisdiction of incorporation, formation, or
               organization;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

54



| | (p)       
               promptly after the same become publicly available, copies of all registration
               statements, periodic reports on Forms 10-K, 10-Q and 8-K and other reports,
               proxy statements and other materials filed by any Loan Party or any Subsidiary
               with the Securities and Exchange Commission (other than Form 3, 4 and 144
               filings), or any Governmental Authority succeeding to any or all of the
               functions of said Commission, or with any national securities exchange, or
               distributed by any Borrower to its shareholders generally, as the case may be;
               provided that the preceding delivery obligations shall be deemed satisfied at
               the time at which such statements or reports become available on EDGAR and
               either of the Borrowers notifies the Administrative Agent thereof;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (q)       
               if (i) any discount, credit or agreement to make a rebate or to otherwise reduce
               the amount owing on any Receivable owned by a Borrower exists, in each case in
               excess of $250,000 or (ii) if, to the knowledge of such Borrower, any dispute,
               setoff, claim, counterclaim or defense exists or has been asserted or threatened
               with respect to any such Receivable, in each case in excess of $250,000, such
               Borrower will promptly disclose such fact to the Administrative Agent in
               writing. Such Borrower shall send the Administrative Agent a copy of each credit
               memorandum in excess of $250,000 as soon as issued, and such Borrower shall
               promptly report each credit memo and each of the facts required to be disclosed
               to the Administrative Agent in accordance with this Section 5.01(q) on the
               Borrowing Base Certificates or Export-Related Borrowing Base Certificates (as
               defined in the Borrower Agreement) submitted by it;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (r)       
               promptly, but in any event not later than 3 days after such return, report to
               the Administrative Agent any return of Inventory involving an amount in excess
               of $250,000. Each such report shall indicate the reasons for the returns and the
               locations and condition of the returned Inventory. In the event any Account
               Debtor returns Inventory to a Borrower when an Event of Default exists, such
               Borrower, upon the request of the Administrative Agent, shall: (i) hold the
               returned Inventory in trust for the Administrative Agent; (ii) segregate all
               returned Inventory from all of its other property; (iii) dispose of the returned
               Inventory solely according to the Administrative Agents written
               instructions; and (iv) not issue any credits or allowances with respect thereto
               without the Administrative Agents prior written consent. All returned
               Inventory shall be subject to the Administrative Agents Liens thereon.
               Whenever any Inventory is returned, the related Account shall be deemed
               ineligible to the extent of the amount owing by the Account Debtor with respect
               to such returned Inventory and such returned Inventory shall not be Eligible
               Inventory or Eligible Export-Related Inventory (as defined in the Borrower
               Agreement); and
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (s)       
               promptly following any reasonable request therefor, such other information
               regarding the operations, business affairs and financial condition of any
               Borrower or any Subsidiary, or compliance with the terms of this Agreement, as
               the Administrative Agent or any Lender may reasonably request.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SECTION
5.02. Notices of Material Events. The Borrowers will furnish to the Administrative
Agent and each Lender prompt written notice of the following upon becoming aware thereof:

| | (a)       
               the occurrence of any Default;
| | --------------------------------------------------------

| | (b)       
               receipt of any notice of any governmental investigation or any litigation or
               proceeding commenced or threatened against any Loan Party that (x) in the case
               of Holdings, could reasonably be expected to have a Material Adverse Effect or
               (y) in the case of the other Loan
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

55



| | Parties (i) seeks damages in excess of $500,000, (ii) seeks material injunctive relief, (iii) is asserted or instituted
               against any Plan, its fiduciaries or its assets, and involves a claim in excess
               of $500,000, (iv) alleges criminal misconduct by such Loan Party, (v) alleges
               the violation of any material law regarding, or seeks remedies in excess of
               $500,000 in connection with, any Environmental Laws, (vi) contests any tax, fee,
               assessment, or other governmental charge in excess of $250,000, or (vii)
               involves any product recall that could reasonably be expected to have a Material
               Adverse Effect;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)       
               any Lien (other than Permitted Encumbrances) or claim (other than routine claims
               in the ordinary course of business) made or asserted against any of the
               Collateral;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d)       
               any loss, damage, or destruction to the Collateral in the amount of $500,000 or
               more, whether or not covered by insurance;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (e)       
               any and all default notices received under or with respect to any leased
               location or public warehouse where Collateral is located (which shall be
               delivered within five Business Days after receipt thereof);
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (f)       
               all material amendments to the Auburn Hills Lease, the Mexican Lease or the
               Ex-Im Documents, together with a copy of each such amendment;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (g)       
               [Reserved]
| | ------------------------------------

| | (h) the
occurrence of any ERISA Event that, alone or together with any other ERISA Events that
have occurred, could reasonably be expected to result in liability of the Borrowers and
their Subsidiaries in an aggregate amount exceeding $500,000; and
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (i)       
               any other development that results in, or could reasonably be expected to result
               in, a Material Adverse Effect.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------

Each notice delivered under this
Section shall be accompanied by a statement of a Financial Officer or other executive
officer of the Borrower Representative setting forth the details of the event or
development requiring such notice and any action taken or proposed to be taken with
respect thereto.

SECTION
5.03. Existence; Conduct of Business. Each Borrower will, and will cause each
Subsidiary to, do or cause to be done all things necessary to preserve, renew and keep in
full force and effect its legal existence and the rights, qualifications, franchises,
governmental authorizations, intellectual property rights, licenses and permits, in each
case material to the conduct of businesses of the Borrowers and the Subsidiaries, and
maintain all requisite authority to conduct its business in each jurisdiction in which its
business is conducted and where the failure to maintain such authority could reasonably be
expected to have a Material Adverse Effect; provided that the foregoing shall not
prohibit any merger, consolidation, liquidation or dissolution permitted under
Section 6.03, and (b) each Borrower will, and will cause each Subsidiary to, carry on
and conduct its business in substantially the same manner and in substantially the same
fields of enterprise as it is presently conducted (and fields of enterprise reasonably
related thereto).

SECTION
5.04. Payment of Obligations. Subject to Section 6.08, each Loan Party will, and
will cause each Subsidiary to, pay or discharge all Material Indebtedness and all other
material liabilities and obligations, including Taxes, before the same shall become
delinquent or in default, except where (a) (i) the validity or amount thereof is being
contested in good faith by appropriate proceedings and (ii such Loan Party or such
Subsidiary has set aside on its books adequate reserves with respect

56



thereto in accordance
with GAAP, or (b) the failure to pay or discharge such Material Indebtedness or other
material liabilities or obligations could not reasonably be expected to result in a
Material Adverse Effect.

SECTION 5.05.       
          Maintenance of Properties. Each Loan Party will, and will cause each
          Subsidiary to, keep and maintain all property material to the conduct of its
          business in good working order and condition, ordinary wear and tear excepted.

SECTION
5.06. Books and Records; Inspection Rights. Each Loan Party will, and will cause
each Subsidiary to, (i) keep proper books of record and account in which full, true and
correct entries are made of all dealings and transactions in relation to its business and
activities and (ii) permit any representatives designated by the Administrative Agent or
any Lender (including employees of the Administrative Agent, any Lender or any
consultants, accountants, lawyers and appraisers retained by the Administrative Agent),
upon reasonable prior notice, to visit and inspect its properties, to perform field and
other audits, or other inspections of any Collateral including records and documents
pertaining to Collateral, to examine and make extracts from its books and records, and to
discuss its affairs, finances and condition with its officers and, subject to their
willingness to do so, independent accountants, all at such reasonable times and as often
as reasonably requested and provided that the Loan parties may, at their option, have one
or more employees and/or representatives present at any of the foregoing; provided,
however, that with respect to field audits, notwithstanding the foregoing or
anything to the contrary set forth in any Loan Document, the Administrative Agent and the
Lenders shall conduct, in total (inclusive of field audits conducted pursuant to the Ex-Im
Documents), no more than two (2) such field audits per calendar year unless the Aggregate
Liquidity shall at any time fall below $15,000,000, in which case the Administrative Agent
and the Lenders may conduct up to three (3) such field audits in total in a calendar year;
and provided, further, that if a Default shall have occurred and is
continuing, there shall be no limitation on the number of field audits the Administrative
Agent and the Lenders may conduct in any calendar year. The Loan Parties acknowledge that
the Administrative Agent, after exercising its rights of inspection, may prepare and
distribute to the Lenders certain Reports pertaining to the Loan Parties assets for
internal use by the Administrative Agent and the Lenders.

SECTION
5.07. Compliance with Laws. Each Loan Party will, and will cause each Subsidiary
to, comply with all Requirements of Law applicable to it, except where the failure to
comply could not reasonably be expected to have a Material Adverse Effect or where the
necessity of compliance is being contested in good faith by appropriate proceedings so
long as adequate reserves with respect thereto in accordance with GAAP have been set aside
on the books of the applicable Loan Party or Subsidiary.

SECTION
5.08. Use of Proceeds. The proceeds of the Loans will be used only for working
capital needs, general corporate purposes, and to refinance certain existing indebtedness,
in each case of the Loan Parties or the Subsidiaries. No part of the proceeds of any Loan
and no Letter of Credit will be used, whether directly or indirectly, for any purpose that
entails a violation of any of the Regulations of the Board, including Regulations T,
U and X.

SECTION
5.09. Insurance. Each Borrower will, and will cause each Subsidiary to, maintain
with financially sound and reputable carriers having a financial strength rating of at
least A+ by A.M. Best Company (a) insurance in such amounts (with no greater risk
retention) and against such risks (including loss or damage by fire and loss in transit;
theft, burglary, pilferage, larceny, embezzlement, and other criminal activities; business
interruption; and general liability) and such other hazards, as is customarily maintained
by companies of established repute engaged in the same or similar businesses operating in
the same or similar locations and (b) all insurance required pursuant to the Collateral

57



Documents. The Borrowers will furnish to the Lenders, upon request of the Administrative
Agent, information in reasonable detail as to the insurance so maintained.

SECTION
5.10. Casualty and Condemnation. The Borrowers (a) will furnish to the
Administrative Agent and the Lenders prompt written notice of any casualty or other
insured damage to any material portion of the Collateral or the commencement of any action
or proceeding for the taking of any material portion of the Collateral or interest therein
under power of eminent domain or by condemnation or similar proceeding and (b) will
ensure that the Net Proceeds of any such event (whether in the form of insurance proceeds,
condemnation awards or otherwise) are collected and applied in accordance with the
applicable provisions of this Agreement and the Collateral Documents

SECTION
5.11. Appraisals. At any time that the Administrative Agent requests, the Borrowers
and the Subsidiaries will provide the Administrative Agent with appraisals or updates
thereof of their Inventory from an appraiser selected and engaged by the Administrative
Agent, and prepared on a basis satisfactory to the Administrative Agent, such appraisals
and updates to include, without limitation, information required by applicable law and
regulations; provided, however, that if no Default has occurred and is
continuing, one such appraisal per calendar year shall be at the sole expense of the Loan
Parties; and provided, further, that the Administrative Agent shall conduct
no more than one (1) such appraisal per calendar year; and provided,
further, that if a Default shall have occurred and is continuing, there shall be no
limitation on the number of appraisals the Administrative Agent may conduct in any
calendar year nor on the number of appraisals the Loan parties shall be liable to pay for.

SECTION
5.12. Depository Banks. The Borrowers and their Subsidiaries will maintain the
Administrative Agent as its principal depository bank, including for the maintenance of
operating, administrative, cash management, collection activity, and other deposit
accounts for the conduct of its business.

SECTION
5.13. Additional Collateral; Further Assurances. (a) Subject to applicable law, (y)
each Borrower and each Subsidiary shall cause each of its Domestic Subsidiaries formed or
acquired after the date of this Agreement in accordance with the terms of this Agreement,
and (z) Holdings shall cause each of its Line of Business Subsidiaries formed or acquired
or otherwise existing after the date of this Agreement, to become a Loan Party by
executing the Joinder Agreement set forth as Exhibit E hereto (the Joinder
Agreement). Upon execution and delivery thereof, each such Person (i) shall
automatically become a Loan Guarantor hereunder and thereupon shall have all of the
rights, benefits, duties, and obligations in such capacity under the Loan Documents and
(ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative
Agent and the Lenders, in any property of such Loan Party which constitutes Collateral.

(b)       
          [Reserved]

(c)       
          Without limiting the foregoing, each Loan Party will, and will cause each
          Subsidiary to, execute and deliver, or cause to be executed and delivered, to
          the Administrative Agent such documents, agreements and instruments, and will
          take or cause to be taken such further actions (including the filing and
          recording of financing statements and other documents and such other actions or
          deliveries of the type required by Section 4.01, as applicable), which may be
          required by law or which the Administrative Agent may, from time to time,
          reasonably request to carry out the terms and conditions of this Agreement and
          the other Loan Documents and to ensure perfection and priority of the Liens
          created or intended to be created by the Collateral Documents, all at the
          expense of the Loan Parties. Notwithstanding the foregoing or anything to the
          contrary set forth herein or in any Loan Document, at any time after an Event of
          Default has occurred and is continuing, at the option of the Administrative
          Agent, each Loan Party will, upon the request of the Administrative Agent, cause
          each Foreign Subsidiary

58



to become a Loan Party and a Loan Guarantor and to grant
          Liens to the Administrative Agent on its assets and have all of its stock
          pledged to the Administrative Agent.

(d)       
          [Reserved]

ARTICLE VI

Negative Covenants

Until
the Commitments have expired or terminated and the principal of and interest on each Loan
and all fees, expenses and other amounts payable under any Loan Document have been paid in
full and all Letters of Credit have expired or terminated and all LC Disbursements shall
have been reimbursed, the Loan Parties covenant and agree, jointly and severally, with the
Lenders that:

SECTION
6.01. Indebtedness. No Borrower will, nor will it permit any Subsidiary to, create,
incur or suffer to exist any Indebtedness, except:

| | (a)       
               the Secured Obligations and the Guaranteed Obligations;
| | ---------------------------------------------------------------------------------

| | (b)       
               Indebtedness existing on the date hereof and set forth in
               Schedule 6.01 and extensions, renewals, refinancings and
               replacements of any such Indebtedness in accordance with clause (f) hereof;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)       
               Indebtedness of (A) any Borrower to any Subsidiary, (B) any Subsidiary to any
               Borrower or any other Subsidiary, and (C) any Borrower or any Subsidiary to
               Holdings or any subsidiary, Affiliate or joint venture of Holdings (other than a
               Line of Business Subsidiary), provided that Indebtedness of any
               Subsidiary that is not a Loan Party to any Borrower or any Subsidiary that is a
               Loan Party shall be subject to Section 6.04, and provided
               further, that Indebtedness of (x) any Borrower to any Subsidiary, (y) any
               Subsidiary that is a Loan Party to any Borrower or any other Subsidiary, and (z)
               any Borrower or any Subsidiary that is a Loan Party to Holdings or any
               subsidiary, Affiliate or joint venture of Holdings (other than a Line of
               Business Subsidiary), in each case shall be subordinated to the Secured
               Obligations pursuant to the Intercompany Subordination Agreement attached hereto
               as Exhibit F or otherwise on terms reasonably satisfactory to the
               Administrative Agent;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d)       
               unsecured Guarantees by (A) any Borrower of Indebtedness of any Subsidiary and
               (B) by any Subsidiary of Indebtedness of any Borrower or any other Subsidiary
               (other than Permitted Term Indebtedness), provided that (i) the
               Indebtedness so Guaranteed is permitted by this Section 6.01, (ii)
               Guarantees by any Borrower or any Subsidiary that is a Loan Party of
               Indebtedness of any Subsidiary that is not a Loan Party shall be subject to
               Section 6.04 and (iii) Guarantees permitted under this clause (d)
               shall be subordinated to the Secured Obligations of the applicable Subsidiary on
               the same terms as the Indebtedness so Guaranteed is subordinated to the Secured
               Obligations;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (e)       
               Indebtedness of any Borrower or any Subsidiary incurred to finance the
               acquisition, construction or improvement of any fixed or capital assets (whether
               or not constituting purchase money Indebtedness), including Capital Lease
               Obligations, operating leases and any Indebtedness assumed in connection with
               the acquisition of any such assets or secured by a Lien on any such assets prior
               to the acquisition thereof, and extensions, renewals and replacements of any such
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

59



| | Indebtedness in accordance with clause (f) hereof; provided that (i)
               such Indebtedness is incurred prior to or within 90 days after such acquisition
               or the completion of such construction or improvement and (ii) the aggregate
               principal amount of Indebtedness permitted by this clause (e) shall not exceed
               $5,000,000 at any time outstanding;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (f)       
               Indebtedness which represents an extension, refinancing, replacement, or renewal
               of any of the Indebtedness described in clauses (b) and (e) and
               (i) hereof; provided that, (i) the principal amount or interest rate (or,
               in the case of floating interest rates, the margins related thereto) of such
               Indebtedness is not increased, (ii) any Liens securing such Indebtedness are not
               extended to any additional property of any Loan Party that constitutes
               Collateral, (iii) no Loan Party that is not originally obligated with respect to
               repayment of such Indebtedness is required to become obligated with respect
               thereto, (iv) such extension, refinancing, replacement or renewal does not
               result in a shortening of the average weighted maturity of the Indebtedness so
               extended, refinanced, replaced or renewed, (v) the terms of any such extension,
               refinancing, replacement or renewal are not less favorable to the obligor
               thereunder than the original terms of such Indebtedness and (iv) if the
               Indebtedness that is refinanced, renewed, replaced or extended was subordinated
               in right of payment to the Secured Obligations, then the terms and conditions of
               the refinancing, renewal, replacement or extension Indebtedness must include
               subordination terms and conditions that are at least as favorable to the
               Administrative Agent and the Lenders as those that were applicable to the
               refinanced, renewed, or extended Indebtedness;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (g)       
               Indebtedness owed to any Person providing workers compensation, health,
               disability or other employee benefits or property, casualty or liability
               insurance, pursuant to reimbursement or indemnification obligations to such
               person, in each case incurred in the ordinary course of business;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (h)       
               Indebtedness of any Borrower or any Subsidiary in respect of performance bonds,
               bid bonds, appeal bonds, surety bonds and similar obligations, in each case
               provided in the ordinary course of business;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (i)       
               other unsecured Indebtedness in an aggregate principal amount not exceeding
               $500,000 at any time outstanding; provided that the aggregate principal
               amount of Indebtedness of the Borrowers Subsidiaries permitted by this
               clause (i) shall not exceed $100,000 at any time outstanding;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (j)       
               the Ex-Im Obligations;
| | ------------------------------------------------

| | (k)       
               Indebtedness of any Person that becomes a Subsidiary after the date hereof;
               provided that (i) such Indebtedness exists at the time such Person
               becomes a Subsidiary and is not created in contemplation of or in connection
               with such Person becoming a Subsidiary and (ii) the aggregate principal amount
               of Indebtedness permitted by this clause (k) shall not exceed $2,000,000 at any
               time outstanding;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (l)       
               Indebtedness consisting of Capital Lease Obligations or other Indebtedness
               incurred under the leases for the applicable Persons warehouses and
               facilities, and any unsecured Guarantees thereof; provided that the
               aggregate principal amount of Indebtedness permitted by this clause (l) shall
               not exceed $1,000,000 at any time outstanding;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (m)       
               unsecured Guarantee by the Company pursuant to the Mexican Lease;
| | -------------------------------------------------------------------------------------------

| | (n)       
               customer deposits or advances made in the ordinary course of business;
| | ------------------------------------------------------------------------------------------------

60



| | (o)       
               Swap Agreements permitted by Section 6.07;
| | --------------------------------------------------------------------

| | (p)       
               sale and leaseback transactions permitted by Section 6.06;
| | ------------------------------------------------------------------------------------

| | (q)       
               unsecured Guarantees by any Borrower or any Subsidiary of the Permitted Holdings
               Capital Markets Indebtedness, provided that (i) the terms and provisions
               of such Guarantees shall be acceptable to the Administrative Agent, in its
               reasonable discretion, (ii) with respect to a Subsidiary that is not a Loan
               Party, prior to or simultaneously with giving such Guarantee, such Subsidiary
               shall have (y) become a Loan Party by executing a Joinder Agreement and (z)
               granted Liens to the Administrative Agent, for the benefit of the Administrative
               Agent and the Lenders, in any property of such Subsidiary which constitutes
               Collateral, and (iii) Guarantees permitted under this clause (q) in each
               case shall be subordinated to the Secured Obligations on terms acceptable to the
               Administrative Agent, in its sole discretion;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (r)       
               Permitted Term Indebtedness; and
| | ----------------------------------------------------------

| | (s)       
               Guarantees by a Borrower or any Subsidiary of Permitted Term Indebtedness,
               provided that (i) the terms and provisions of such Guarantees shall be
               acceptable to the Administrative Agent, in its reasonable discretion, (ii) with
               respect to a Subsidiary that is not a Loan Party, prior to or simultaneously
               with giving such Guarantee, such Subsidiary shall have (y) become a Loan Party
               by executing a Joinder Agreement and (z) granted Liens to the Administrative
               Agent, for the benefit of the Administrative Agent and the Lenders, in any
               property of such Subsidiary which constitutes Collateral, and (iii) such
               Guarantees shall be subject to the terms and provisions of a
               subordination/intercreditor agreement acceptable to the Administrative Agent, in
               its sole discretion.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SECTION
6.02. Liens. No Borrower will, nor will it permit any Subsidiary to, create, incur,
assume or permit to exist any Lien on any property or asset now owned or hereafter
acquired by it, or assign or sell any income or revenues (including accounts receivable)
or rights in respect of any thereof, except:

(a)    
          Liens created pursuant to any Loan Document;

(b)    
          Permitted Encumbrances;

| | (c)       
               any Lien on any property or asset of any Borrower or any Subsidiary existing on
               the date hereof and set forth in Schedule 6.02; provided that
               (i) such Lien shall not apply to any other property or asset of such Borrower or
               Subsidiary and (ii) such Lien shall secure only those obligations which it
               secures on the date hereof (together with any permitted extensions, renewals,
               refinancings and replacements thereof);
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d)       
               Liens on real property or on fixed or capital assets (and assets reasonably
               related thereto) owned, acquired, constructed or improved by any Borrower or any
               Subsidiary; provided that (i) such security interests secure
               Indebtedness permitted by clause (e) of Section 6.01, (ii) such
               security interests and the Indebtedness secured thereby are incurred prior to or
               within 90 days after such acquisition or the completion of such
               construction or improvement, (iii) the Indebtedness secured thereby does
               not exceed 100% of the cost of acquiring, constructing or improving such fixed
               or capital assets and (iv) such security interests shall not apply to any
               Collateral;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

61



| | (e)       
               any Lien existing on any property or asset (other than Accounts and Inventory)
               prior to the acquisition thereof by any Borrower or any Subsidiary or existing
               on any property or asset (other than Accounts and Inventory) of any Person that
               becomes a Loan Party or Subsidiary after the date hereof prior to the time such
               Person becomes a Loan Party or Subsidiary; provided that (i) such
               Lien is not created in contemplation of or in connection with such acquisition
               or such Person becoming a Loan Party or Subsidiary, as the case may be,
               (ii) such Lien shall not apply to any other property or assets of the Loan
               Party or Subsidiary (other than proceeds of such property or asset) and (iii)
               such Lien shall secure only those obligations which it secures on the date of
               such acquisition or the date such Person becomes a Loan Party or Subsidiary, as
               the case may be (together with any permitted extensions, renewals, refinancings
               and replacements thereof);
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (f)       
               Liens of a collecting bank arising in the ordinary course of business under
               Section 4-208 of the Uniform Commercial Code in effect in the relevant
               jurisdiction covering only the items being collected upon;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (g)       
               Liens arising out of sale and leaseback transactions permitted by
               Section 6.06;
| | ------------------------------------------------------------------------------------------------------------------------

| | (h)       
               Liens granted by a Subsidiary that is not a Loan Party in favor of any Borrower
               or another Loan Party in respect of Indebtedness owed by such Subsidiary;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (i)       
               Liens created pursuant to an Ex-Im Document; and
| | --------------------------------------------------------------------------

| | (j)       
               Liens securing Permitted Term Loan Indebtedness; provided that (y) such
               Liens do not and will not extend to cover any Collateral and (z) the lender(s)
               of such Indebtedness, the Administrative Agent and/or the Lenders, the
               applicable Borrower, each other applicable Loan Party and each other appropriate
               Person shall have entered into a subordination/intercreditor agreement
               containing terms and provisions satisfactory to the Administrative Agent, in its
               sole discretion.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Notwithstanding the foregoing, none
of the Liens permitted pursuant to this Section 6.02 may at any time attach to any
Loan Partys (1) Accounts, other than those permitted under clause (a) of the
definition of Permitted Encumbrance and clause (a) and (i) above and (2) Inventory, other
than those permitted under clauses (a) and (b) of the definition of Permitted Encumbrance
and clause (a) and (i) above. Further, notwithstanding anything to the contrary set forth
herein or in any other Loan Document, in no event shall (i) Holdings pledge or otherwise
grant any Lien upon any of its Equity Interests in any Borrower or any Subsidiary to any
Person other than to Administrative Agent, (ii) any Borrower pledge or otherwise grant any
Lien upon any of its Equity Interests in any other Borrower or any Subsidiary to any
Person other than to Administrative Agent, (iii) any Subsidiary pledge or otherwise grant
any Lien upon any of its Equity Interests in any other Subsidiary to any Person other than
to Administrative Agent, or (iv) any Borrower or any Subsidiary pledge or otherwise grant
any Lien upon any of its intellectual property or rights associated therewith (other than
Permitted Encumbrances).

SECTION
6.03. Fundamental Changes. (a) No Loan Party will, nor will it permit any
Subsidiary to, merge into or consolidate with any other Person, or permit any other Person
to merge into or consolidate with it, or liquidate or dissolve, except that, if at the
time thereof and immediately after giving effect thereto no Event of Default shall have
occurred and be continuing (i) any Subsidiary that is a Loan Party may merge into a
Borrower in a transaction in which the Borrower is the surviving Person, (ii) any
Subsidiary that is a Loan Party may merge into any Borrower or any other Subsidiary that
is a Loan Party in a transaction in which the surviving entity is a Loan Party, (iii) any
Borrower may merge into any other Borrower in a transaction in which the surviving entity
is a Borrower, and (iv) any Subsidiary that is not a Loan Party may liquidate or dissolve
if the Borrower which owns such Subsidiary

62



determines in good faith that such liquidation
or dissolution is in the best interests of such Borrower and is not materially
disadvantageous to the Lenders; provided that any such merger involving a Person
that is not a wholly owned Subsidiary immediately prior to such merger shall not be
permitted unless also permitted by Section 6.04.

(b)       
          No Borrower will, nor will it permit any Subsidiaries to, engage in any business
          other than businesses of the type conducted by the Borrowers and the
          Subsidiaries on the date of execution of this Agreement and businesses
          reasonably related thereto.

SECTION
6.04. Investments, Loans, Advances, Guarantees and Acquisitions. No Borrower will,
nor will it permit any Subsidiary to, purchase, hold or acquire (including pursuant to any
merger with any Person that was not a Loan Party and/or a wholly owned Subsidiary prior to
such merger) any capital stock, evidences of indebtedness or other securities (including
any option, warrant or other right to acquire any of the foregoing) of, make or permit to
exist any loans or advances to, Guarantee any obligations of, or make or permit to exist
any investment or any other interest in, any other Person, or purchase or otherwise
acquire (in one transaction or a series of transactions) any assets of any other Person
constituting a business unit (whether through purchase of assets, merger or otherwise),
except:

| | (a)       
               Permitted Investments, subject to control agreements in favor of the
               Administrative Agent for the benefit of the Lenders or otherwise subject to a
               perfected security interest in favor of the Administrative Agent for the benefit
               of the Lenders;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)       
               investments in existence on the date of this Agreement and described in
               Schedule 6.04, and extensions, renewals, amendments and
               replacements that do not increase the amount thereof;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)       
               investments by (i) any Borrower in Equity Interests in any other Borrower or any
               Subsidiary, and (ii) any Subsidiary in Equity Interests in any other Subsidiary,
               provided that
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (A) 
the aggregate amount of investments by Borrowers and Subsidiaries that are Loan Parties in
Subsidiaries that are not Loan Parties (together with outstanding intercompany loans
permitted under clause (B) to the proviso to Section 6.04(d) and outstanding
Guarantees permitted under the proviso to Section 6.04(e) but excluding, for purposes
of calculating such amount, Guarantees in respect of Capital Lease Obligations permitted
by Section 6.01(l) and the Guarantee permitted by Section 6.01(m)) shall not exceed
$5,000,000 at any time outstanding (in each case determined without regard to any
write-downs or write-offs),
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (B)       
               with respect to the investments described in the immediately preceding clause
               (A), no such investment shall be permitted to be made if (1) an Event of Default
               has occurred or is continuing at the time it is to be made or would result after
               giving effect to such investment, or (2) Liquidity shall be less than
               $15,000,000 after giving effect to such investment, and
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (C)       
               in the case of a cash investment by Borrowers and Subsidiaries that are Loan
               Parties in Subsidiaries that are not Loan Parties, the foregoing restrictions
               shall not apply to such investment so long as the cash to be used in connection
               with such investment originated from Holdings for the express purpose of making
               such investment.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

63



| | (d)       
               loans or advances made by (i) any Borrower to any Subsidiary or to Holdings, and
               (ii) by any Subsidiary to any Borrower, any other Subsidiary or Holdings,
               provided that
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (A) 
[Reserved],
| | ----------------

| | (B) 
the amount of such loans and advances made by Borrowers and Subsidiaries that are Loan
Parties to Subsidiaries that are not Loan Parties (together with outstanding investments
permitted under clause (A) to the proviso to Section 6.04(c) and outstanding
Guarantees permitted under the proviso to Section 6.04(e) but excluding, for purposes
of calculating such amount, Guarantees in respect of Capital Lease Obligations permitted
by Section 6.01(l) and the Guarantee permitted by Section 6.01(m)) shall not exceed
$5,000,000 at any time outstanding (in each case determined without regard to any
write-downs or write-offs), and
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (C)       
               with respect to loans and advances described in the immediately preceding
               clauses (A) and (B) and loans and advances made by Borrowers and Subsidiaries
               that are Loan Parties to Holdings, no such loan or advance shall be permitted to
               be made if (1) an Event of Default has occurred or is continuing at the time it
               is to be made or would result after giving effect to such investment, or (2)
               Liquidity shall be less than $15,000,000 after giving effect to such loan or
               advance;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(e)       
          Guarantees constituting Indebtedness permitted by Section 6.01,
          provided that

| | (A)       
               the aggregate principal amount of Indebtedness of Subsidiaries that are not Loan
               Parties that is Guaranteed by Borrowers and/or Subsidiaries that are Loan
               Parties shall (together with outstanding investments permitted under
               clause (A) to the proviso to Section 6.04(c) and outstanding intercompany
               loans permitted under clause (B) to the proviso to Section 6.04(d) but
               excluding, for purposes of calculating such amount, Guarantees in respect of
               Capital Lease Obligations permitted by Section 6.01(l) and the Guarantee
               permitted by Section 6.01(m)) shall not exceed $5,000,000 at any time
               outstanding (in each case determined without regard to any write-downs or
               write-offs), and
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (B)       
               no such Guarantee shall be permitted to be made or given if an Event of Default
               has occurred at the time it is to be given or is continuing or would result
               after giving effect to such Guarantee;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (f)       
               loans or advances made by a Borrower or a Subsidiary to its employees on an
               arms-length basis in the ordinary course of business consistent with past
               practices, including for travel and entertainment expenses, relocation costs and
               similar purposes up to a maximum of $100,000 to any employee and up to a maximum
               of $200,000 in the aggregate at any one time outstanding;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (g)       
               subject to Sections 4.2(a) and 4.4 of the Security Agreement, notes payable, or
               stock or other securities issued by Account Debtors to a Loan Party or a
               Subsidiary pursuant to negotiated agreements with respect to settlement of such
               Account Debtors Accounts in the ordinary course of business, consistent
               with past practices;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (h)       
               investments in the form of Swap Agreements permitted by Section 6.07;
| | -----------------------------------------------------------------------------------------------

| | (i)       
               investments of any Person existing at the time such Person becomes a direct or
               indirect subsidiary of a Borrower or a Subsidiary or consolidates or merges with
               a Borrower or
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

64



| | any of the Subsidiaries (including in connection with a Permitted
               Acquisition) so long as such investments were not made in contemplation of such
               Person becoming a subsidiary or of such merger;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (j)       
               investments received in connection with the dispositions of assets permitted by
               Section 6.05;
| | --------------------------------------------------------------------------------------------------------------------------------------

| | (k)       
               investments constituting deposits described in clauses (c) and (d) of the
               definition of the term Permitted Encumbrances;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (l)       
               Permitted Acquisitions; and
| | -----------------------------------------------------

| | (m)       
               advances to suppliers in the ordinary course of business consistent with past
               practices.
| | ---------------------------------------------------------------------------------------------------------------------------------

SECTION
6.05. Asset Sales. No Borrower will, nor will it permit any Subsidiary to, sell,
transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by
it, nor will Holdings sell, transfer or otherwise dispose of any Equity Interest owned by
it in any Borrower or any Subsidiary, nor will any Borrower permit any Subsidiary to issue
any additional Equity Interest in such Subsidiary (other than to another Borrower or
another Subsidiary in compliance with Section 6.04 or to qualify directors if
required by law in respect of Foreign Subsidiaries), except:

| | (a)       
               sales, transfers and dispositions of (i) inventory in the ordinary course
               of business, (ii) used, obsolete, worn out or surplus equipment or property in
               the ordinary course of business, and (iii) sales of Equity Interests or other
               investments in any subsidiary or other Person (including an Affiliate or joint
               venture) that is not a Loan Party or a Subsidiary;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)       
               sales, transfers and dispositions to any Borrower or any Subsidiary, provided that any such sales, transfers or dispositions involving a Subsidiary that
               is not a Loan Party shall be made in compliance with Section 6.09;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)       
               sales, transfers and dispositions of accounts receivable in connection with the
               compromise, settlement or collection thereof;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d)       
               sales, transfers and dispositions of Permitted Investments and of investments
               permitted by clauses (i) and (k) of Section 6.04;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (e)       
               sale and leaseback transactions permitted by Section 6.06;
| | ------------------------------------------------------------------------------------

| | (f)       
               dispositions resulting from any casualty or other insured damage to, or any
               taking under power of eminent domain or by condemnation or similar proceeding
               of, any property or asset of any Loan Party or any Subsidiary;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (g)       
               sales, transfers and other dispositions of assets (other than Equity Interests
               in a Subsidiary unless all Equity Interests in such Subsidiary are sold) that
               are not permitted by any other paragraph of this Section; provided,
               however, that in no event, and notwithstanding anything to the contrary
               contained herein or in any Loan Document, shall any Loan Party or any Subsidiary
               sell, transfer or otherwise dispose of any of its Accounts or Inventory (except
               as specifically permitted in this Section 6.05); and provided
               further, that the aggregate fair market value of all assets sold,
               transferred or otherwise disposed of in reliance upon this paragraph (g) shall
               not exceed $500,000 during any fiscal year of the Borrowers; and
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

65



| | (h)       
               licenses of intellectual property rights in the ordinary course of business and
               leasing or subleasing excess space in any facility of the Loan Parties or
               Subsidiary, but only if Administrative Agents and Lenders ability to
               foreclose upon the Collateral or otherwise exercise its rights and remedies
               hereunder or under any Loan Document would not be impaired in any way thereby;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

provided that all sales,
transfers, leases and other dispositions permitted hereby (other than those permitted by
paragraphs (b) and (f) above) shall be made for fair value and (other than those
permitted by paragraphs (a)(iii), (b) and (f) above) for at least 75% cash
consideration.

SECTION
6.06. Sale and Leaseback Transactions. No Borrower will, nor will it permit any
Subsidiary to, enter into any arrangement, directly or indirectly, whereby it shall sell
or transfer any property, real or personal, used or useful in its business, whether now
owned or hereafter acquired, and thereafter rent or lease such property or other property
that it intends to use for substantially the same purpose or purposes as the property sold
or transferred, except for

| | (a)       
               any such sale of any fixed or capital assets by any Borrower or any Subsidiary
               that is made for cash consideration in an amount not less than the fair value of
               such fixed or capital asset and is consummated within 90 days after such
               Borrower or such Subsidiary acquires or completes the construction of such fixed
               or capital asset; and
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)       
               any such sale of any fixed or capital asset by any Borrower or any Subsidiary
               that is a Loan Party that does not otherwise satisfy the provisions of the
               immediately preceding clause (a) as to which all of the following criteria shall
               have been satisfied:
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (i)       
               at the time of the consummation of such transaction, no Default or Event of
               Default has occurred and is continuing or would arise as a result of the
               consummation thereof;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)       
               notwithstanding the provisions contained in the definition of Prepayment
               Event, Borrowers shall have complied with Sections 2.11(c) and (e) with
               respect to any Net Proceeds received in connection with such transaction; and
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)       
               prior to the consummation of such transaction, the Administrative Agent shall
               have consented in writing to the term and provisions of such Indebtedness
               (including, without limitation, the amount thereof), which consent shall not be
               unreasonably withheld or delayed.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SECTION
6.07. Swap Agreements. No Loan Party will, nor will it permit any Subsidiary to,
enter into any Swap Agreement, except (a) Swap Agreements entered into to hedge or
mitigate risks to which any Loan Party or any Subsidiary has actual exposure (other than
those in respect of Equity Interests of any Borrower or any of its Subsidiaries), and (b)
Swap Agreements entered into in order to effectively cap, collar or exchange interest
rates (from fixed to floating rates, from one floating rate to another floating rate or
otherwise) with respect to any interest-bearing liability or investment of any Loan Party
or any Subsidiary.

SECTION
6.08. Restricted Payments; Certain Payments of Indebtedness. (a) No Borrower will,
nor will it permit any Subsidiary to, declare or make, or agree to pay or make, directly
or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise)
to do so, except:

66



| | (i)       
               each Borrower and each Subsidiary may declare and pay dividends with respect to
               its common Equity Interests payable solely in additional shares of its common
               Equity Interests, and, with respect to its preferred Equity Interests, payable
               solely in additional shares of such preferred Equity Interests or in shares of
               its common Equity Interests;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)       
               Subsidiaries (other than Line of Business Subsidiaries) may declare and pay
               regular cash dividends (or corresponding distributions by entities that are not
               corporations) ratably with respect to their Equity Interests; and
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)       
               the Borrowers and the Line of Business Subsidiaries may make Restricted Payments
               not covered by clause (i) above as long as (A) no Event of Default has occurred
               and is continuing or would result after giving effect to such Restricted Payment
               and (B) Liquidity shall be at least $15,000,000 after giving effect to such
               Restricted Payment.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)       
               No Borrower will, nor will it permit any Subsidiary to, make or agree to pay or
               make, directly or indirectly, any payment or other distribution (whether in
               cash, securities or other property) of or in respect of principal of or interest
               on any Indebtedness, or any payment or other distribution (whether in cash,
               securities or other property), including any sinking fund or similar deposit, on
               account of the purchase, redemption, retirement, acquisition, cancellation or
               termination of any Indebtedness, except:
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (i)       
               payment of Indebtedness created under the Loan Documents;
| | -----------------------------------------------------------------------------------

| | (ii)       
               payment of regularly scheduled interest and principal payments as and when due
               in respect of any Indebtedness, other than payments in respect of the
               Subordinated Indebtedness prohibited by the subordination provisions thereof;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)       
               refinancings or replacements of Indebtedness to the extent permitted by
               Section 6.01;
| | --------------------------------------------------------------------------------------------------------------------------------

| | (iv)       
               payment of secured Indebtedness that becomes due as a result of the voluntary
               sale or transfer of the property or assets securing such Indebtedness; and
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (v)       
               payment of Indebtedness created under the Ex-Im Documents.
| | ------------------------------------------------------------------------------------

SECTION
6.09. Transactions with Affiliates. No Loan Party will, nor will it permit any
Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase,
lease or otherwise acquire any property or assets from, or otherwise engage in any other
transactions with, any of its Affiliates, except (a) transactions that (i) are in the
ordinary course of business and (ii) are at prices and on terms and conditions not
less favorable to such Loan Party or such Subsidiary than could be obtained on an
arms-length basis from unrelated third parties, (b) transactions between or
among any Loan Party and any other Loan Party or any Subsidiary not involving any other
Affiliate, (c) any investment permitted by Sections 6.04(c) or 6.04(d), (d) any
Indebtedness permitted under Section 6.01(c), (e) any Restricted Payment permitted by
Section 6.08, (f) loans or advances to employees permitted under
Section 6.04, (g) the payment of reasonable fees to directors of any Loan Party or
any Subsidiary who are not employees of such Loan Party or Subsidiary, and compensation
and employee benefit arrangements paid to, and indemnities and reimbursements provided for
the benefit of, directors, officers or employees of the Loan Parties or the Subsidiaries
in the ordinary course of business and (h) any issuances of securities or other payments,
awards or grants in cash, securities or otherwise pursuant to, or the funding of,
employment agreements, stock options and stock ownership plans approved by a Loan
Partys board of directors.

67



SECTION
6.10. Restrictive Agreements. No Loan Party will, nor will it permit any Subsidiary
to, directly or indirectly, enter into, incur or permit to exist any agreement or other
arrangement that prohibits, restricts or imposes any condition upon (a) the ability of
such Loan Party or any of its Subsidiaries to create, incur or permit to exist any Lien
upon any of its property or assets constituting Collateral, or (b) the ability of any
Subsidiary to pay dividends or other distributions with respect to any shares of its
capital stock or to make or repay loans or advances to any Loan Party or any other
Subsidiary or to Guarantee Indebtedness of any Loan Party or any other Subsidiary;
provided that (i) the foregoing shall not apply to restrictions and conditions
imposed by law or by any Loan Document, (ii) the foregoing shall not apply to restrictions
and conditions existing on the date hereof identified on Schedule 6.10 (but shall
apply to any extension or renewal of, or any amendment or modification expanding the scope
of, any such restriction or condition), (iii) the foregoing shall not apply to customary
restrictions and conditions contained in agreements relating to the sale of a Subsidiary
or any property or asset pending such sale, provided such restrictions and conditions
apply only to the Subsidiary, property or asset that is to be sold and such sale is
permitted hereunder, (iv) clause (a) of the foregoing shall not apply to sale and
leaseback transactions permitted hereunder or restrictions or conditions imposed by any
agreement relating to secured Indebtedness or other Liens permitted by this Agreement if
such restrictions or conditions apply only to the property or assets securing such
Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions
in leases, licenses or other contracts restricting the assignment thereof.

SECTION
6.11. Amendment of Material Documents. No Loan Party will, nor will it permit any
Subsidiary to, amend, modify or waive any of its rights under (a) any agreement relating
to any Subordinated Indebtedness, (b) its certificate of incorporation, by-laws,
operating, management or partnership agreement or other organizational documents, to the
extent any such amendment, modification or waiver would be adverse to the Lenders, (c) any
Ex-Im Document, or (d) the Auburn Hills Lease or the Mexican Lease in any material
respect.

SECTION
6.13. Liquidity Test. The Loan Parties will not permit Liquidity at any time to be
less than $10,000,000.

ARTICLE VII

Events of Default

If any of the following events (Events of Default) shall occur:

| | (a)       
               the Borrowers shall fail to pay any principal of any Loan or any reimbursement
               obligation in respect of any LC Disbursement when and as the same shall become
               due and payable, whether at the due date thereof or at a date fixed for
               prepayment thereof or otherwise;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)       
               the Borrowers shall fail to pay any interest on any Loan or any fee or any other
               amount (other than an amount referred to in clause (a) of this Article)
               payable under this Agreement, when and as the same shall become due and payable;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)       
               any representation or warranty made or deemed made by or on behalf of any Loan
               Party or any Subsidiary in or in connection with this Agreement or any Loan
               Document or any amendment or modification thereof or waiver thereunder, or in
               any report, certificate, financial statement or other document furnished
               pursuant to or in connection with this Agreement or any Loan Document or any
               amendment or modification thereof or waiver thereunder, shall prove to have been
               materially incorrect when made or deemed made;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d)       
               any Loan Party shall fail to observe or perform any covenant, condition or
               agreement contained in Section 5.02(a), 5.03 or 5.08 or in Article VI;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

68



| | (e)       
               any Loan Party shall fail to observe or perform any covenant, condition or
               agreement contained in this Agreement (other than those which constitute a
               default under another Section of this Article), and such failure shall continue
               unremedied for a period of (i) 7 days after the earlier of any Loan
               Partys knowledge of such breach or notice thereof from the Administrative
               Agent (which notice will be given at the request of any Lender) if such breach
               relates to terms or provisions of Section 5.01, 5.02 (other than Section
               5.02(a)), 5.04 through 5.07, 5.09, 5.10 or 5.12 of this Agreement or (ii) 20
               days after the earlier of any Loan Partys knowledge of such breach or
               notice thereof from the Administrative Agent (which notice will be given at the
               request of any Lender) if such breach relates to terms or provisions of any
               other Section of this Agreement;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (f)       
               any Loan Party or any Subsidiary shall fail to make any payment (whether of
               principal or interest and regardless of amount) in respect of any Material
               Indebtedness, when and as the same shall become due and payable, taking into
               account any period of grace with respect thereto; provided that such
               failure shall not constitute an Event of Default so long as the validity or
               amount of such payment is being contested in good faith by appropriate
               proceedings and such Loan Party or such Subsidiary has set aside on its books
               adequate reserves with respect thereto in accordance with GAAP; and
               provided further that, in the event that such Loan Party or such
               Subsidiary shall not be successful with respect to such contest, such Loan
               Partys or such Subsidiarys failure to make any payment required to
               be made as a result of such failed contest within in the time prescribed shall
               constitute an Event of Default;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (g)       
               any event or condition occurs that results in any Material Indebtedness becoming
               due prior to its scheduled maturity or that enables or permits (with or without
               the giving of notice, the lapse of time or both) the holder or holders of any
               Material Indebtedness or any trustee or agent on its or their behalf to cause
               any Material Indebtedness to become due, or to require the prepayment,
               repurchase, redemption or defeasance thereof, prior to its scheduled maturity;
               provided that this clause (g) shall not apply to secured
               Indebtedness that becomes due as a result of the voluntary sale or transfer of
               the property or assets securing such Indebtedness;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (h)       
               an involuntary proceeding shall be commenced or an involuntary petition shall be
               filed seeking (i) liquidation, reorganization or other relief in respect of
               a Loan Party or any Subsidiary or its debts, or of a substantial part of its
               assets, under any Federal, state or foreign bankruptcy, insolvency, receivership
               or similar law now or hereafter in effect or (ii) the appointment of a
               receiver, trustee, custodian, sequestrator, conservator or similar official for
               any Loan Party or any Subsidiary or for a substantial part of its assets, and,
               in any such case, such proceeding or petition shall continue undismissed for
               60 days or an order or decree approving or ordering any of the foregoing
               shall be entered;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (i)       
               any Loan Party or any Subsidiary shall (i) voluntarily commence any
               proceeding or file any petition seeking liquidation, reorganization or other
               relief under any Federal, state or foreign bankruptcy, insolvency, receivership
               or similar law now or hereafter in effect, (ii) consent to the institution
               of, or fail to contest in a timely and appropriate manner, any proceeding or
               petition described in clause (h) of this Article, (iii) apply for or
               consent to the appointment of a receiver, trustee, custodian, sequestrator,
               conservator or similar official for such Loan Party or Subsidiary or for a
               substantial part of its assets, (iv) file an answer admitting the material
               allegations of a petition filed against it in any such proceeding, (v) make
               a general assignment for the benefit of creditors or (vi) take any action
               for the purpose of effecting any of the foregoing;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (j)       
               any Loan Party or any Subsidiary shall become unable, admit in writing its
               inability or fail generally to pay its debts as they become due;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

69



| | (k)       
               (i) one or more judgments for the payment of money (y) in the case of Holdings,
               that could reasonably be expected to result in a Material Adverse Effect shall
               be rendered against Holdings and shall remain undischarged for a period of 45
               consecutive days during which execution shall not be effectively stayed, or any
               action shall be legally taken by a judgment creditor to attach or levy upon any
               assets of Holdings to enforce any such judgment, or (z) in the case of the
               Borrowers and the Subsidiaries, in an aggregate amount in excess of $500,000
               shall be rendered against any Borrower, any Subsidiary or any combination
               thereof and the same shall remain undischarged for a period of
               45 consecutive days during which execution shall not be effectively stayed,
               or any action shall be legally taken by a judgment creditor to attach or levy
               upon any assets of any Borrower or any Subsidiary to enforce any such judgment,
               or (ii) any Loan Party or any Subsidiary shall fail within 45 days to discharge
               one or more non-monetary judgments or orders which, individually or in the
               aggregate, could reasonably be expected to have a Material Adverse Effect, which
               judgments or orders, in any such case, are not stayed on appeal or otherwise
               being appropriately contested in good faith by proper proceedings diligently
               pursued;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (l) an
ERISA Event shall have occurred that, in the opinion of the Required Lenders, when taken
together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (m)       
               a Change in Control shall occur;
| | ----------------------------------------------------------

| | (n)       
               the occurrence of any default or event of default, as
               defined in any Loan Document (other than this Agreement) or the breach of any of
               the terms or provisions of any Loan Document (other than this Agreement), which
               default, event of default or breach continues unremedied (i) beyond any period
               of grace therein provided or (ii) if no grace period is provided therein, for a
               period of (y) 7 days after the earlier of any Loan Partys knowledge
               of such breach or notice thereof from the Administrative Agent (which notice
               will be given at the request of any Lender) if such default, event of default or
               breach relates to terms or provisions relating to reporting requirements or the
               delivery of notices or other items under such Loan Document (other than this
               Agreement) or (z) 20 days after the earlier of any Loan Partys knowledge
               of such breach or notice thereof from the Administrative Agent (which notice
               will be given at the request of any Lender) if such breach relates to any other
               terms or provisions of such Loan Document (other than this Agreement);
               provided, however, that if no period of grace is provided in such
               Loan Document with respect to defaults, events of default or breaches relating
               to the payment of money or to negative covenants, then the foregoing clause (ii)
               shall not apply to any such default, event of default or breach;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (o)       
               the Loan Guaranty shall fail to remain in full force or effect or any action
               shall be taken to discontinue or to assert the invalidity or unenforceability of
               the Loan Guaranty, or any Loan Guarantor shall fail to comply with any of the
               terms or provisions of the Loan Guaranty to which it is a party, or any Loan
               Guarantor shall deny that it has any further liability under the Loan Guaranty
               to which it is a party, or shall give notice to such effect;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (p)       
               any Collateral Document shall for any reason fail to create a valid and
               perfected first priority security interest in any Collateral purported to be
               covered thereby, except as permitted by the terms of this Agreement or any
               Collateral Document, or any Collateral Document shall fail to remain in full
               force or effect or any action shall be taken to discontinue or to assert the
               invalidity or unenforceability of any Collateral Document;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

70



| | (q)       
               any material provision of any Loan Document for any reason ceases to be valid,
               binding and enforceable in accordance with its terms (or any Loan Party shall
               challenge the enforceability of any Loan Document or shall assert in writing, or
               engage in any action or inaction based on any such assertion, that any provision
               of any of the Loan Documents has ceased to be or otherwise is not valid, binding
               and enforceable in accordance with its terms);
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (r)       
               any Loan Party is criminally indicted or convicted under any law that may
               reasonably be expected to lead to a forfeiture of any property of such Loan
               Party having a fair market value in excess of $500,000; or
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (s)       
               the occurrence of any default or event of default, as
               defined in any Ex-Im Document or the breach of any of the terms or provisions of
               any Ex-Im Document, which default or breach continues beyond any period of grace
               therein provided; provided that an Event of Default under this clause (s)
               shall be deemed automatically cured upon a cure of the default, event of default
               or breach under the applicable Ex-Im Document (but such deemed cure shall not
               affect any other Event of Default that has occurred and is continuing under this
               Agreement);
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

then, and in every such event (other
than an event with respect to the Borrowers described in clause (h) or (i) of this
Article), and at any time thereafter during the continuance of such event, the
Administrative Agent may, and at the request of the Required Lenders shall, by notice to
the Borrower Representative, take either or both of the following actions, at the same or
different times:  (i) terminate the Commitments, and thereupon the
Commitments shall terminate immediately, and (ii) declare the Loans then outstanding
to be due and payable in whole (or in part, in which case any principal not so declared to
be due and payable may thereafter be declared to be due and payable), and thereupon the
principal of the Loans so declared to be due and payable, together with accrued interest
thereon and all fees and other obligations of the Borrowers accrued hereunder, shall
become due and payable immediately, without presentment, demand, protest or other notice
of any kind, all of which are hereby waived by the Borrowers; and in case of any event
with respect to the Borrowers described in clause (h) or (i) of this Article, the
Commitments shall automatically terminate and the principal of the Loans then outstanding,
together with accrued interest thereon and all fees and other obligations of the Borrowers
accrued hereunder, shall automatically become due and payable, without presentment,
demand, protest or other notice of any kind, all of which are hereby waived by the
Borrowers. Upon the occurrence and the continuance of an Event of Default, the
Administrative Agent may, and at the request of the Required Lenders shall, exercise any
rights and remedies provided to the Administrative Agent under the Loan Documents or at
law or equity, including all remedies provided under the UCC.

ARTICLE VIII

The Administrative Agent

Each
of the Lenders and the Issuing Bank hereby irrevocably appoints the Administrative Agent
as its agent and authorizes the Administrative Agent to take such actions on its behalf,
including execution of the other Loan Documents, and to exercise such powers as are
delegated to the Administrative Agent by the terms of the Loan Documents, together with
such actions and powers as are reasonably incidental thereto.

71



The
bank serving as the Administrative Agent hereunder shall have the same rights and powers
in its capacity as a Lender as any other Lender and may exercise the same as though it
were not the Administrative Agent, and such bank and its Affiliates may accept deposits
from, lend money to and generally engage in any kind of business with the Loan Parties or
any Subsidiary of a Loan Party or other Affiliate thereof as if it were not the
Administrative Agent hereunder.

The
Administrative Agent shall not have any duties or obligations except those expressly set
forth in the Loan Documents. Without limiting the generality of the foregoing,
(a) the Administrative Agent shall not be subject to any fiduciary or other implied
duties, regardless of whether a Default has occurred and is continuing, (b) the
Administrative Agent shall not have any duty to take any discretionary action or exercise
any discretionary powers, except discretionary rights and powers expressly contemplated by
the Loan Documents that the Administrative Agent is required to exercise in writing as
directed by the Required Lenders (or such other number or percentage of the Lenders as
shall be necessary under the circumstances as provided in Section 9.02), and (c) except as
expressly set forth in the Loan Documents, the Administrative Agent shall not have any
duty to disclose, and shall not be liable for the failure to disclose, any information
relating to any Loan Party or any of the Subsidiaries that is communicated to or obtained
by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The
Administrative Agent shall not be liable for any action taken or not taken by it with the
consent or at the request of the Required Lenders (or such other number or percentage of
the Lenders as shall be necessary under the circumstances as provided in
Section 9.02) or in the absence of its own gross negligence or willful misconduct.
The Administrative Agent shall be deemed not to have knowledge of any Default unless and
until written notice thereof is given to the Administrative Agent by the Borrower
Representative or a Lender, and the Administrative Agent shall not be responsible for or
have any duty to ascertain or inquire into (i) any statement, warranty or
representation made in or in connection with any Loan Document, (ii) the contents of
any certificate, report or other document delivered hereunder or in connection with any
Loan Document, (iii) the performance or observance of any of the covenants,
agreements or other terms or conditions set forth in any Loan Document, (iv) the
validity, enforceability, effectiveness or genuineness of any Loan Document or any other
agreement, instrument or document, (v) the creation, perfection or priority of Liens on
the Collateral or the existence of the Collateral, or (vi) the satisfaction of any
condition set forth in Article IV or elsewhere in any Loan Document, other than to
confirm receipt of items expressly required to be delivered to the Administrative Agent.

The
Administrative Agent shall be entitled to rely upon, and shall not incur any liability for
relying upon, any notice, request, certificate, consent, statement, instrument, document
or other writing believed by it to be genuine and to have been signed or sent by the
proper Person. The Administrative Agent also may rely upon any statement made to it orally
or by telephone and believed by it to be made by the proper Person, and shall not incur
any liability for relying thereon. The Administrative Agent may consult with legal counsel
(who may be counsel for the Borrowers), independent accountants and other experts selected
by it, and shall not be liable for any action taken or not taken by it in accordance with
the advice of any such counsel, accountants or experts.

The
Administrative Agent may perform any and all its duties and exercise its rights and powers
by or through any one or more sub-agents appointed by the Administrative Agent. The
Administrative Agent and any such sub-agent may perform any and all its duties and
exercise its rights and powers through their respective Related Parties. The exculpatory
provisions of the preceding paragraphs shall apply to any such sub-agent and to the
Related Parties of the Administrative Agent and any such sub-agent, and shall apply to
their respective activities in connection with the syndication of the credit facilities
provided for herein as well as activities as Administrative Agent.

Subject
to the appointment and acceptance of a successor Administrative Agent as provided in this
paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the
Issuing Bank and the Borrower Representative. Upon any such resignation, the Required
Lenders shall have the right, in consultation with the Borrowers, to appoint a successor.
If no successor shall have been

72



so appointed by the Required Lenders and shall have
accepted such appointment within 30 days after the retiring Administrative Agent
gives notice of its resignation, then the retiring Administrative Agent may, on behalf of
the Lenders and the Issuing Bank, appoint a successor Administrative Agent which shall be
a commercial bank or an Affiliate of any such commercial bank. Upon the acceptance of its
appointment as Administrative Agent hereunder by a successor, such successor shall succeed
to and become vested with all the rights, powers, privileges and duties of the retiring
Administrative Agent, and the retiring Administrative Agent shall be discharged from its
duties and obligations hereunder. The fees payable by the Borrowers to a successor
Administrative Agent shall be the same as those payable to its predecessor unless
otherwise agreed between the Borrowers and such successor. After the Administrative
Agents resignation hereunder, the provisions of this Article and Section 9.03
shall continue in effect for the benefit of such retiring Administrative Agent, its
sub-agents and their respective Related Parties in respect of any actions taken or omitted
to be taken by any of them while it was acting as Administrative Agent.

Each
Lender acknowledges that it has, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and information as it
has deemed appropriate, made its own credit analysis and decision to enter into this
Agreement. Each Lender also acknowledges that it will, independently and without reliance
upon the Administrative Agent or any other Lender and based on such documents and
information as it shall from time to time deem appropriate, continue to make its own
decisions in taking or not taking action under or based upon this Agreement, any other
Loan Document or related agreement or any document furnished hereunder or thereunder.

Each
Lender hereby agrees that (a) it has requested a copy of each Report prepared by or on
behalf of the Administrative Agent; (b) the Administrative Agent (i) makes no
representation or warranty, express or implied, as to the completeness or accuracy of any
Report or any of the information contained therein or any inaccuracy or omission contained
in or relating to a Report and (ii) shall not be liable for any information contained in
any Report; (c) the Reports are not comprehensive audits or examinations, and that any
Person performing any field examination will inspect only specific information regarding
the Loan Parties and will rely significantly upon the Loan Parties books and
records, as well as on representations of the Loan Parties personnel and that the
Administrative Agent undertakes no obligation to update, correct or supplement the
Reports; (d) it will keep all Reports confidential and strictly for its internal use, not
share the Report with any Loan Party or any other Person except as otherwise permitted
pursuant to this Agreement; and (e) without limiting the generality of any other
indemnification provision contained in this Agreement, it will pay and protect, and
indemnify, defend, and hold the Administrative Agent and any such other Person preparing a
Report harmless from and against, the claims, actions, proceedings, damages, costs,
expenses, and other amounts (including reasonable attorney fees) incurred by as the direct
or indirect result of any third parties who might obtain all or part of any Report through
the indemnifying Lender.

ARTICLE IX

Miscellaneous

SECTION
9.01. Notices. (a) Except in the case of notices and other communications expressly
permitted to be given by telephone (and subject to paragraph (b) below), all notices and
other communications provided for herein shall be in writing and shall be delivered by
hand or overnight courier service, mailed by certified or registered mail or sent by
facsimile, as follows:

73



|(i) |  | if to any Loan Party, to the Borrower Representative at: 
               c/o Energy Conversion Devices, Inc. 
               3800 Lapeer Road 
               Auburn Hills, MI  48326
               Attention: Chief Financial Officer 
               Facsimile No: 248-364-0510
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(ii) |  | if to the Administrative Agent or the Issuing Bank, to JPMorgan Chase Bank, N.A.
               at: 
                           1300 East Ninth Street, 13th Floor
                           Cleveland, Ohio  44114
                           Attention: David Waugh
                           Facsimile No: 216-781-2071
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(iii) |  | if to any other Lender, to it at its address or facsimile number set forth in its Administrative Questionnaire.
|----- |  | ---------------------------------------------------------------------------------------------------------------

All such notices and other
communications (i) sent by hand or overnight courier service, or mailed by certified or
registered mail, shall be deemed to have been given when received or (ii) sent by
facsimile shall be deemed to have been given when sent, provided that if not given
during normal business hours for the recipient, shall be deemed to have been given at the
opening of business on the next Business Day for the recipient.

(b)       
          Notices and other communications to the Lenders hereunder may be delivered or
          furnished by electronic communications (including e-mail and internet or
          intranet websites) pursuant to procedures approved by the Administrative Agent;
          provided that the foregoing shall not apply to notices pursuant to
          Article II or to compliance and no Event of Default certificates delivered
          pursuant to Section 5.01(d) unless otherwise agreed by the Administrative Agent
          and the applicable Lender. The Administrative Agent or the Borrower
          Representative (on behalf of the Loan Parties) may, in its discretion, agree to
          accept notices and other communications to it hereunder by electronic
          communications pursuant to procedures approved by it; provided that
          approval of such procedures may be limited to particular notices or
          communications. All such notices and other communications (i) sent to an e-mail
          address shall be deemed received upon the senders receipt of an
          acknowledgement from the intended recipient (such as by the return receipt
          requested function, as available, return e-mail or other written
          acknowledgement), provided that if not given during the normal business
          hours of the recipient, such notice or communication shall be deemed to have
          been given at the opening of business on the next Business Day for the
          recipient, and (ii) posted to an Internet or intranet website shall be deemed
          received upon the deemed receipt by the intended recipient at its e-mail address
          as described in the foregoing clause (b)(i) of notification that such notice or
          communication is available and identifying the website address therefor.

(c)       
          Any party hereto may change its address or facsimile number for notices and
          other communications hereunder by notice to the other parties hereto.

SECTION
9.02. Waivers; Amendments. (a)  No failure or delay by the Administrative
Agent, the Issuing Bank or any Lender in exercising any right or power hereunder or under
any other Loan Document shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right or power, or any abandonment or discontinuance of steps to
enforce such a right or power, preclude any other or further exercise thereof or the
exercise of any other right or power. The rights and remedies of the Administrative Agent,
the Issuing Bank and the Lenders hereunder and under any other Loan Document are
cumulative and are not exclusive of any rights or remedies that they would otherwise have.
No waiver of any provision of any Loan Document or consent to any departure by any Loan
Party therefrom shall in any event be effective unless the same shall be permitted by
paragraph (b) of this

74



Section, and then such waiver or consent shall be effective
only in the specific instance and for the purpose for which given. Without limiting the
generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall
not be construed as a waiver of any Default, regardless of whether the Administrative
Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at
the time.

(b)       
          Neither this Agreement nor any other Loan Document nor any provision hereof or
          thereof may be waived, amended or modified except (i) in the case of this
          Agreement, pursuant to an agreement or agreements in writing entered into by the
          Borrowers and the Required Lenders or, (ii) in the case of any other Loan
          Document, pursuant to an agreement or agreements in writing entered into by the
          Administrative Agent and the Loan Party or Loan Parties that are parties
          thereto, with the consent of the Required Lenders; provided that no such
          agreement shall (i) increase the Commitment of any Lender without the written
          consent of such Lender (provided that the Administrative Agent may make
          Protective Advances as set forth in Section 2.04), (ii) reduce or forgive the
          principal amount of any Loan or LC Disbursement or reduce the rate of interest
          thereon, or reduce or forgive any interest or fees payable hereunder, without
          the written consent of each Lender directly affected thereby, (iii) postpone any
          scheduled date of payment of the principal amount of any Loan or LC
          Disbursement, or any date for the payment of any interest, fees or other
          Obligations payable hereunder, or reduce the amount of, waive or excuse any such
          payment, or postpone the scheduled date of expiration of any Commitment, without
          the written consent of each Lender directly affected thereby, (iv) change
          Section 2.18(b) or (d) in a manner that would alter the manner in which payments
          are shared, without the written consent of each Lender, (v) increase the advance
          rates set forth in the definition of Borrowing Base or add new categories of
          eligible assets, without the written consent of the Required Lenders, (vi)
          change any of the provisions of this Section or the definition of Required
          Lenders or any other provision of any Loan Document specifying the number
          or percentage of Lenders (or Lenders of any Class) required to waive, amend or
          modify any rights thereunder or make any determination or grant any consent
          thereunder, without the written consent of each Lender, (vii) release any Loan
          Guarantor from its obligation under its Loan Guaranty (except as otherwise
          permitted herein or in the other Loan Documents), without the written consent of
          each Lender, or (viii) except as provided in clause (c) of this Section or in
          any Collateral Document, release all or substantially all of the Collateral,
          without the written consent of each Lender; provided further that no such
          agreement shall amend, modify or otherwise affect the rights or duties of the
          Administrative Agent or the Issuing Bank hereunder without the prior written
          consent of the Administrative Agent or the Issuing Bank, as the case may be. The
          Administrative Agent may also amend the Commitment Schedule to reflect
          assignments entered into pursuant to Section 9.04

(c)       
          The Lenders hereby irrevocably authorize the Administrative Agent, at its option
          and in its sole discretion, to release any Liens granted to the Administrative
          Agent by the Loan Parties on any Collateral (i) upon the termination of the all
          Commitments, payment and satisfaction in full in cash of all Secured Obligations
          (other than Unliquidated Obligations), and the cash collateralization of all
          Unliquidated Obligations in a manner satisfactory to each affected Lender,
          (ii) constituting property being sold or disposed of if the Loan Party
          disposing of such property certifies to the Administrative Agent that the sale
          or disposition is made in compliance with the terms of this Agreement (and the
          Administrative Agent may rely conclusively on any such certificate, without
          further inquiry), (iii) constituting property leased to a Loan Party under a
          lease which has expired or been terminated in a transaction permitted under this
          Agreement, or (iv) as required to effect any sale or other disposition of such
          Collateral in connection with any exercise of remedies of the Administrative
          Agent and the Lenders pursuant to Article VII. Except as provided in the
          preceding sentence, the Administrative Agent will not release any Liens on
          Collateral without the prior written authorization of the Required Lenders;
          provided that, the Administrative Agent may in its discretion, release
          its Liens on Collateral valued in the aggregate not in excess of $1,000,000
          during any calendar year without the prior written authorization of the Required
          Lenders. Any such release shall not in any manner discharge, affect, or
          impair the Obligations or any

75



Liens (other than those expressly being released)
          upon (or obligations of the Loan Parties in respect of) all interests retained
          by the Loan Parties, including the proceeds of any sale of Collateral, all of
          which shall continue to constitute part of the Collateral to the extent a
          security interest is granted therein pursuant to the terms hereof or any other
          Loan Document.

SECTION
9.03. Expenses; Indemnity; Damage Waiver. (a)  The Borrowers shall pay
(i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its
Affiliates, including the reasonable fees, charges and disbursements of counsel for the
Administrative Agent, in connection with the syndication and distribution (including,
without limitation, via the internet or through a service such as Intralinks) of the
credit facilities provided for herein, the preparation and administration of the Loan
Documents or any amendments, modifications or waivers of the provisions of the Loan
Documents (whether or not the transactions contemplated hereby or thereby shall be
consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in
connection with the issuance, amendment, renewal or extension of any Letter of Credit or
any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the
Administrative Agent, the Issuing Bank or any Lender, including the fees, charges and
disbursements of any counsel for the Administrative Agent, the Issuing Bank or any Lender,
in connection with the enforcement, collection or protection of its rights in connection
with the Loan Documents, including its rights under this Section, or in connection with
the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket
expenses incurred during any workout, restructuring or negotiations in respect of such
Loans or Letters of Credit. Expenses being reimbursed by the Borrowers under this Section
include, without limiting the generality of the foregoing, costs and expenses incurred in
connection with:

| | (i)       
               appraisals and insurance reviews;
| | -----------------------------------------------------------

| | (ii)       
               field examinations and the preparation of Reports based on the fees charged by a
               third party retained by the Administrative Agent or the internally allocated
               fees for each Person employed by the Administrative Agent with respect to each
               field examination;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)       
               background checks regarding senior management and/or key investors, as deemed
               necessary or appropriate in the sole discretion of the Administrative Agent;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iv)       
               taxes, fees and other charges for (A) lien and title searches and title
               insurance, if applicable, and (B) filing financing statements and continuations,
               and other actions to perfect, protect, and continue the Administrative
               Agents Liens;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (v)       
               sums paid or incurred to take any action required of any Loan Party under the
               Loan Documents that such Loan Party fails to pay or take; and
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (vi)       
               forwarding loan proceeds, collecting checks and other items of payment, and
               establishing and maintaining the accounts and lock boxes, and costs and expenses
               of preserving and protecting the Collateral.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

All of the foregoing costs and
expenses may be charged to the Borrowers as Revolving Loans or to another deposit account,
all as described in Section 2.18(c).

(b)       
          The Borrowers shall, jointly and severally, indemnify the Administrative Agent,
          the Issuing Bank and each Lender, and each Related Party of any of the foregoing
          Persons (each such Person being called an Indemnitee)
          against, and hold each Indemnitee harmless from, any and all losses, claims,
          damages, penalties, liabilities and related expenses, including the reasonable
          fees, charges and disbursements of any counsel for any Indemnitee, incurred by
          or asserted against any Indemnitee arising

76



out of, in connection with, or as a
          result of (i) the execution or delivery of the Loan Documents or any
          agreement or instrument contemplated thereby, the performance by the parties
          hereto of their respective obligations thereunder or the consummation of the
          Transactions or any other transactions contemplated hereby, (ii) any Loan
          or Letter of Credit or the use of the proceeds therefrom (including any refusal
          by the Issuing Bank to honor a demand for payment under a Letter of Credit if
          the documents presented in connection with such demand do not strictly comply
          with the terms of such Letter of Credit), (iii) any actual or alleged
          presence or release of Hazardous Materials on or from any property owned or
          operated by any Borrower or any of their Subsidiaries, or any Environmental
          Liability related in any way to any Borrower or any of their Subsidiaries, or
          (iv) any actual or prospective claim, litigation, investigation or proceeding
          relating to any of the foregoing, whether based on contract, tort or any other
          theory and regardless of whether any Indemnitee is a party thereto; providedthat such indemnity shall not, as to any Indemnitee, be available to the
          extent that such losses, claims, damages, penalties, liabilities or related
          expenses are determined by a court of competent jurisdiction by final and
          nonappealable judgment to have resulted from the gross negligence or willful
          misconduct of such Indemnitee.

(c)       
          To the extent that the Borrowers fail to pay any amount required to be paid by
          it to the Administrative Agent or the Issuing Bank under paragraph (a) or (b) of
          this Section, each Lender severally agrees to pay to the Administrative Agent or
          the Issuing Bank, as the case may be, such Lenders Applicable Percentage
          (determined as of the time that the applicable unreimbursed expense or indemnity
          payment is sought) of such unpaid amount; provided that the unreimbursed
          expense or indemnified loss, claim, damage, penalty, liability or related
          expense, as the case may be, was incurred by or asserted against the
          Administrative Agent or the Issuing Bank in its capacity as such.

(d)       
          To the extent permitted by applicable law, no Loan Party shall assert, and each
          hereby waives, any claim against any Indemnitee, on any theory of liability, for
          special, indirect, consequential or punitive damages (as opposed to direct or
          actual damages) arising out of, in connection with, or as a result of, this
          Agreement or any agreement or instrument contemplated hereby, the Transactions,
          any Loan or Letter of Credit or the use of the proceeds thereof.

(e)       
          All amounts due under this Section shall be payable promptly after written
          demand therefor.

SECTION
9.04. Successors and Assigns. (a) The provisions of this Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective successors and
assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any
Letter of Credit), except that (i) other than in connection with mergers permitted under
Section 6.03, the Borrowers may not assign or otherwise transfer any of its rights or
obligations hereunder without the prior written consent of each Lender (and any attempted
assignment or transfer by the Borrowers without such consent shall be null and void) and
(ii) except as provided in Section 2.19(b), no Lender may assign or otherwise transfer its
rights or obligations hereunder except in accordance with this Section. Nothing in this
Agreement, expressed or implied, shall be construed to confer upon any Person (other than
the parties hereto, their respective successors and assigns permitted hereby (including
any Affiliate of the Issuing Bank that issues any Letter of Credit), Participants (to the
extent provided in paragraph (c) of this Section) and, to the extent expressly
contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing
Bank and the Lenders) any legal or equitable right, remedy or claim under or by reason of
this Agreement.

(b)(i)       
          Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may
          assign to one or more assignees all or a portion of its rights and obligations
          under this Agreement (including all or a portion of its Commitment and the Loans
          at the time owing to it) with the prior written consent (such consent not to be
          unreasonably withheld) of:

77



| | (A)       
               the Borrower Representative, provided that no consent of the Borrower
               Representative shall be required for an assignment to a Lender, an Affiliate of
               a Lender, an Approved Fund or, if an Event of Default has occurred and is
               continuing, any other assignee;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (B)       
               the Administrative Agent; and
| | -------------------------------------------------------

| | (C)       
               the Issuing Bank.
| | -------------------------------------------

(ii)       
          Assignments shall be subject to the following additional conditions:

| | (A)       
               except in the case of an assignment to a Lender or an Affiliate of a Lender or
               an assignment of the entire remaining amount of the assigning Lenders
               Commitment or Loans of any Class, the amount of the Commitment or Loans of the
               assigning Lender subject to each such assignment (determined as of the date the
               Assignment and Assumption with respect to such assignment is delivered to the
               Administrative Agent) shall not be less than $5,000,000 unless each of the
               Borrower Representative and the Administrative Agent otherwise consent,
               provided that no such consent of the Borrower Representative shall be
               required if an Event of Default has occurred and is continuing;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (B)       
               each partial assignment shall be made as an assignment of a proportionate part
               of all the assigning Lenders rights and obligations under this Agreement;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (C)       
               the parties to each assignment shall execute and deliver to the Administrative
               Agent an Assignment and Assumption, together with a processing and recordation
               fee of $3,500; and
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (D) the
assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an
Administrative Questionnaire in which the assignee designates one or more Credit Contacts
to whom all syndicate-level information (which may contain material non-public information
about the Company, the Loan Parties and their Related Parties or their respective
securities) will be made available and who may receive such information in accordance with
the assignees compliance procedures and applicable laws, including Federal and state securities laws.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

For
the purposes of this Section 9.04(b), the term Approved Fund has the following meaning:

Approved
Fund means any Person (other than a natural person) that is engaged in making,
purchasing, holding or investing in bank loans and similar extensions of credit in the
ordinary course of its business and that is administered or managed by (a) a Lender, (b)
an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or
manages a Lender.

(iii)       
          Subject to acceptance and recording thereof pursuant to paragraph (b)(iv)
          of this Section, from and after the effective date specified in each Assignment
          and Assumption the assignee thereunder shall be a party hereto and, to the
          extent of the interest assigned by such Assignment and Assumption, have the
          rights and obligations of a Lender under this Agreement, and the assigning
          Lender thereunder shall, to the extent of the interest assigned by such
          Assignment and Assumption, be released from its obligations under this Agreement
          (and, in the case of an Assignment and Assumption covering all of the assigning
          Lenders rights and obligations under this Agreement, such Lender shall
          cease to be a party hereto but shall continue to be entitled to the benefits of
          Sections 2.15, 2.16, 2.17 and 9.03). Any

78



assignment or transfer by a Lender
          of rights or obligations under this Agreement that does not comply with this
          Section 9.04 shall be treated for purposes of this Agreement as a sale by such
          Lender of a participation in such rights and obligations in accordance with
          paragraph (c) of this Section.

(iv)       
          The Administrative Agent, acting for this purpose as an agent of the Borrowers,
          shall maintain at one of its offices a copy of each Assignment and Assumption
          delivered to it and a register for the recordation of the names and addresses of
          the Lenders, and the Commitment of, and principal amount of the Loans and LC
          Disbursements owing to, each Lender pursuant to the terms hereof from time to
          time (the Register). The entries in the Register shall be
          conclusive, and the Borrowers, the Administrative Agent, the Issuing Bank and
          the Lenders may treat each Person whose name is recorded in the Register
          pursuant to the terms hereof as a Lender hereunder for all purposes of this
          Agreement, notwithstanding notice to the contrary. The Register shall be
          available for inspection by the Borrowers, the Issuing Bank and any Lender, at
          any reasonable time and from time to time upon reasonable prior notice.

(v)       
          Upon its receipt of a duly completed Assignment and Assumption executed by an
          assigning Lender and an assignee, the assignees completed Administrative
          Questionnaire (unless the assignee shall already be a Lender hereunder), the
          processing and recordation fee referred to in paragraph (b) of this Section
          and any written consent to such assignment required by paragraph (b) of this
          Section, the Administrative Agent shall accept such Assignment and Assumption
          and record the information contained therein in the Register; provided
          that if either the assigning Lender or the assignee shall have failed to make
          any payment required to be made by it pursuant to Section 2.05, 2.06(d) or (e),
          2.07(b), 2.18(d) or 9.03(c), the Administrative Agent shall have no obligation
          to accept such Assignment and Assumption and record the information therein in
          the Register unless and until such payment shall have been made in full,
          together with all accrued interest thereon. No assignment shall be effective for
          purposes of this Agreement unless it has been recorded in the Register as
          provided in this paragraph.

(c)(i)       
          Any Lender may, without the consent of the Borrowers, the Administrative Agent
          or the Issuing Bank, sell participations to one or more banks or other entities
          (a Participant) in all or a portion of such Lenders
          rights and obligations under this Agreement (including all or a portion of its
          Commitment and the Loans owing to it); provided that (A) such
          Lenders obligations under this Agreement shall remain unchanged,
          (B) such Lender shall remain solely responsible to the other parties hereto
          for the performance of such obligations and (C) the Borrowers, the
          Administrative Agent, the Issuing Bank and the other Lenders shall continue to
          deal solely and directly with such Lender in connection with such Lenders
          rights and obligations under this Agreement. Any agreement or instrument
          pursuant to which a Lender sells such a participation shall provide that such
          Lender shall retain the sole right to enforce this Agreement and to approve any
          amendment, modification or waiver of any provision of this Agreement;
          provided that such agreement or instrument may provide that such Lender
          will not, without the consent of the Participant, agree to any amendment,
          modification or waiver described in the first proviso to Section 9.02(b) that
          affects such Participant. Subject to paragraph (c)(ii) of this Section, the
          Borrowers agree that each Participant shall be entitled to the benefits of
          Sections 2.15, 2.16 and 2.17 to the same extent as if it were a Lender and had
          acquired its interest by assignment pursuant to paragraph (b) of this Section.
          To the extent permitted by law, each Participant also shall be entitled to the
          benefits of Section 9.08 as though it were a Lender, provided such
          Participant agrees to be subject to Section 2.18(c) as though it were a Lender.

(ii)       
          A Participant shall not be entitled to receive any greater payment under Section
          2.15 or 2.17 than the applicable Lender would have been entitled to receive with
          respect to the participation sold to such Participant, unless the sale of the
          participation to such Participant is made with the Borrower
          Representatives prior written consent. A Participant that would be a
          Foreign Lender if it were a Lender shall not be entitled to the benefits of
          Section 2.17 unless the Borrower Representative is notified of the

79



participation sold to such Participant and such Participant agrees, for the
          benefit of the Borrowers, to comply with Section 2.17(e) as though it were a
          Lender.

(d)  Any
Lender may at any time pledge or assign a security interest in all or any portion of its
rights under this Agreement to secure obligations of such Lender, including without
limitation any pledge or assignment to secure obligations to a Federal Reserve Bank, and
this Section shall not apply to any such pledge or assignment of a security interest;
provided that no such pledge or assignment of a security interest shall release a
Lender from any of its obligations hereunder or substitute any such pledgee or assignee
for such Lender as a party hereto.

SECTION
9.05. Survival. All covenants, agreements, representations and warranties made by
the Loan Parties in the Loan Documents and in the certificates or other instruments
delivered in connection with or pursuant to this Agreement or any other Loan Document
shall be considered to have been relied upon by the other parties hereto and shall survive
the execution and delivery of the Loan Documents and the making of any Loans and issuance
of any Letters of Credit, regardless of any investigation made by any such other party or
on its behalf and notwithstanding that the Administrative Agent, the Issuing Bank or any
Lender may have had notice or knowledge of any Default or incorrect representation or
warranty at the time any credit is extended hereunder, and shall continue in full force
and effect as long as the principal of or any accrued interest on any Loan or any fee or
any other amount payable under this Agreement is outstanding and unpaid or any Letter of
Credit is outstanding and so long as the Commitments have not expired or terminated. The
provisions of Sections 2.15, 2.16, 2.17 and 9.03 and Article VIII shall survive and remain
in full force and effect regardless of the consummation of the transactions contemplated
hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit
and the Commitments or the termination of this Agreement or any provision hereof.

SECTION
9.06. Counterparts; Integration; Effectiveness. This Agreement may be executed in
counterparts (and by different parties hereto on different counterparts), each of which
shall constitute an original, but all of which when taken together shall constitute a
single contract. This Agreement, the other Loan Documents and any separate letter
agreements with respect to fees payable to the Administrative Agent constitute the entire
contract among the parties relating to the subject matter hereof and supersede any and all
previous agreements and understandings, oral or written, relating to the subject matter
hereof. Except as provided in Section 4.01, this Agreement shall become effective when it
shall have been executed by the Administrative Agent and when the Administrative Agent
shall have received counterparts hereof which, when taken together, bear the signatures of
each of the other parties hereto, and thereafter shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns. Delivery of an
executed counterpart of a signature page of this Agreement by facsimile or other
electronic transmission shall be effective as delivery of a manually executed counterpart
of this Agreement.

SECTION
9.07. Severability. Any provision of any Loan Document held to be invalid, illegal
or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such invalidity, illegality or unenforceability without affecting the validity,
legality and enforceability of the remaining provisions thereof; and the invalidity of a
particular provision in a particular jurisdiction shall not invalidate such provision in
any other jurisdiction.

SECTION
9.08. Right of Setoff. If an Event of Default shall have occurred and be
continuing, each Lender and each of its Affiliates is hereby authorized at any time and
from time to time, to the fullest extent permitted by law, to set off and apply any and
all deposits (general or special, time or demand, provisional or final) at any time held
and other obligations at any time owing by such Lender or Affiliate to or for the credit
or the account of the Borrowers or such Loan Guarantor against any of and all the Secured
Obligations held by such Lender, irrespective of whether or not such Lender shall have
made

80



any demand under the Loan Documents and although such obligations may be unmatured.
The applicable Lender shall notify the Borrower Representative and the Administrative
Agent of such set-off or application, provided that any failure to give or any
delay in giving such notice shall not affect the validity of any such set-off or
application under this Section. The rights of each Lender under this Section are in
addition to other rights and remedies (including other rights of setoff) which such Lender
may have.

SECTION
9.09. Governing Law; Jurisdiction; Consent to Service of Process. (a) The Loan
Documents (other than those containing a contrary express choice of law provision) shall
be governed by and construed in accordance with the laws of the State of New York (without
regard to the conflict of laws provisions), but giving effect to federal laws applicable
to national banks.

(b)  Each
Loan Party hereby irrevocably and unconditionally submits, for itself and its property, to
the nonexclusive jurisdiction of any U.S. Federal or State court sitting in Cleveland,
Ohio or New York, New York in any action or proceeding arising out of or relating to any
Loan Documents, or for recognition or enforcement of any judgment, and each of the parties
hereto hereby irrevocably and unconditionally agrees that all claims in respect of any
such action or proceeding may be heard and determined in such Ohio or New York State or,
to the extent permitted by law, in such Federal court. Each of the parties hereto agrees
that a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner provided by
law. Nothing in this Agreement or any other Loan Document shall affect any right that the
Administrative Agent, the Issuing Bank or any Lender may otherwise have to bring any
action or proceeding relating to this Agreement or any other Loan Document against any
Loan Party or its properties in the courts of any jurisdiction.

(c)  Each
Loan Party hereby irrevocably and unconditionally waives, to the fullest extent it may
legally and effectively do so, any objection which it may now or hereafter have to the
laying of venue of any suit, action or proceeding arising out of or relating to this
Agreement or any other Loan Document in any court referred to in paragraph (b) of this
Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent
permitted by law, the defense of an inconvenient forum to the maintenance of such action
or proceeding in any such court.

(d)  Each
party to this Agreement irrevocably consents to service of process in the manner provided
for notices in Section 9.01. Nothing in this Agreement or any other Loan Document
will affect the right of any party to this Agreement to serve process in any other manner
permitted by law.

SECTION
9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER
LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY (WHETHER BASED ON CONTRACT, TORT OR
ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY
WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO
THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.

81



SECTION
9.11. Headings. Article and Section headings and the Table of Contents used herein
are for convenience of reference only, are not part of this Agreement and shall not affect
the construction of, or be taken into consideration in interpreting, this Agreement.

SECTION
9.12. Confidentiality. Each of the Administrative Agent, the Issuing Bank and the
Lenders agrees to maintain the confidentiality of the Information (as defined below),
except that Information may be disclosed (a) to its and its Affiliates
directors, officers, employees and agents, including accountants, legal counsel and other
advisors (it being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such Information and instructed to keep such
Information confidential), (b) to the extent requested by any regulatory authority,
(c) to the extent required by Requirement of Laws or by any subpoena or similar legal
process, (d) to any other party to this Agreement, (e) in connection with the exercise of
any remedies hereunder or any suit, action or proceeding relating to this Agreement or any
other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to
an agreement containing provisions substantially the same as those of this Section, to (i)
any assignee of or Participant in, or any prospective assignee of or Participant in, any
of its rights or obligations under this Agreement or (ii) any actual or prospective
counterparty (or its advisors) to any swap or derivative transaction relating to the Loan
Parties and their obligations, (g) with the consent of the Borrower Representative or
(h) to the extent such Information (i) becomes publicly available other than as
a result of a breach of this Section or (ii) becomes available to the Administrative
Agent, the Issuing Bank or any Lender on a non-confidential basis from a source other than
the Loan Parties. For the purposes of this Section, Information means
all information received from or on behalf of the Loan Parties relating to the Loan
Parties or their Affiliates or their respective businesses, other than any such
information that is available to the Administrative Agent, the Issuing Bank or any Lender
on a non-confidential basis prior to disclosure by or on behalf of the Loan Parties;
provided that, in the case of information received from the Loan Parties after the
date hereof, such information is clearly identified at the time of delivery as
confidential. Any Person required to maintain the confidentiality of Information as
provided in this Section shall be considered to have complied with its obligation to do so
if such Person has exercised the same degree of care to maintain the confidentiality of
such Information as such Person would accord to its own confidential information.

SECTION
9.13. Several Obligations; Nonreliance; Violation of Law. The respective
obligations of the Lenders hereunder are several and not joint and the failure of any
Lender to make any Loan or perform any of its obligations hereunder shall not relieve any
other Lender from any of its obligations hereunder. Each Lender hereby represents that it
is not relying on or looking to any margin stock for the repayment of the Borrowings
provided for herein. Anything contained in this Agreement to the contrary notwithstanding,
neither the Issuing Bank nor any Lender shall be obligated to extend credit to the
Borrowers in violation of any Requirement of Law.

SECTION
9.14. USA PATRIOT Act. Each Lender that is subject to the requirements of the USA
Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the
Act) hereby notifies the Borrowers that pursuant to the requirements of the
Act, it is required to obtain, verify and record information that identifies the
Borrowers, which information includes the names and addresses of the Borrowers and other
information that will allow such Lender to identify the Borrowers in accordance with the
Act.

SECTION
9.15. Disclosure. Each Loan Party and each Lender hereby acknowledges and agrees
that the Administrative Agent and/or its Affiliates from time to time may hold investments
in, make other loans to or have other relationships with any of the Loan Parties and their
respective Affiliates.

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SECTION
9.16. Appointment for Perfection. Each Lender hereby appoints each other Lender as
its agent for the purpose of perfecting Liens, for the benefit of the Administrative Agent
and the Lenders, in assets which, in accordance with Article 9 of the UCC or any other
applicable law can be perfected only by possession. Should any Lender (other than the
Administrative Agent) obtain possession of any such Collateral, such Lender shall notify
the Administrative Agent thereof, and, promptly upon the Administrative Agents
request therefor shall deliver such Collateral to the Administrative Agent or otherwise
deal with such Collateral in accordance with the Administrative Agents instructions.

SECTION
9.17. Interest Rate Limitation. Notwithstanding anything herein to the contrary, if
at any time the interest rate applicable to any Loan, together with all fees, charges and
other amounts which are treated as interest on such Loan under applicable law
(collectively the Charges), shall exceed the maximum lawful rate (the
Maximum Rate) which may be contracted for, charged, taken, received or
reserved by the Lender holding such Loan in accordance with applicable law, the rate of
interest payable in respect of such Loan hereunder, together with all Charges payable in
respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the
interest and Charges that would have been payable in respect of such Loan but were not
payable as a result of the operation of this Section shall be cumulated and the interest
and Charges payable to such Lender in respect of other Loans or periods shall be increased
(but not above the Maximum Rate therefor) until such cumulated amount, together with
interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have
been received by such Lender.

ARTICLE X

Loan Guaranty

SECTION
10.01. Guaranty. Each Loan Guarantor (other than those that have delivered a
separate Guaranty) hereby agrees that it is jointly and severally liable for, and, as
primary obligor and not merely as surety, absolutely and unconditionally guarantees to the
Lenders the prompt payment when due, whether at stated maturity, upon acceleration or
otherwise, and at all times thereafter, of the Secured Obligations, the Ex-Im Obligations
and all costs and expenses including, without limitation, all court costs and
attorneys and paralegals fees (including allocated costs of in-house counsel
and paralegals) and expenses paid or incurred by the Administrative Agent, the Issuing
Bank and the Lenders in endeavoring to collect all or any part of the Secured Obligations
and/or the Ex-Im Obligations from, or in prosecuting any action against, any Borrower, any
Loan Guarantor or any other guarantor of all or any part of the Secured Obligations or
Ex-Im Obligations (such costs and expenses, together with the Secured Obligations,
collectively the Guaranteed Obligations). Each Loan Guarantor further
agrees that the Guaranteed Obligations may be extended or renewed in whole or in part
without notice to or further assent from it, and that it remains bound upon its guarantee
notwithstanding any such extension or renewal. All terms of this Loan Guaranty apply to
and may be enforced by or on behalf of any domestic or foreign branch or Affiliate of any
Lender that extended any portion of the Guaranteed Obligations.

SECTION
10.02. Guaranty of Payment. This Loan Guaranty is a guaranty of payment and not of
collection. Each Loan Guarantor waives any right to require the Administrative Agent, the
Issuing Bank or any Lender to sue any Borrower, any Loan Guarantor, any other guarantor,
or any other person obligated for all or any part of the Guaranteed Obligations (each, an
Obligated Party), or otherwise to enforce its payment against any
collateral securing all or any part of the Guaranteed Obligations.

SECTION
10.03. No Discharge or Diminishment of Loan Guaranty. (a) Except as otherwise
provided for herein, the obligations of each Loan Guarantor hereunder are unconditional
and absolute and not subject to any reduction, limitation, impairment or termination for
any reason (other than the indefeasible payment in full in cash of or the irrevocable
satisfaction of the Guaranteed Obligations),

83



including: (i) any claim of waiver, release,
extension, renewal, settlement, surrender, alteration, or compromise of any of the
Guaranteed Obligations, by operation of law or otherwise; (ii) any change in the corporate
existence, structure or ownership of any Borrower or any other guarantor of or other
person liable for any of the Guaranteed Obligations; (iii) any insolvency, bankruptcy,
reorganization or other similar proceeding affecting any Obligated Party, or their assets
or any resulting release or discharge of any obligation of any Obligated Party; or (iv)
the existence of any claim, setoff or other rights which any Loan Guarantor may have at
any time against any Obligated Party, the Administrative Agent, the Issuing Bank, any
Lender, or any other person, whether in connection herewith or in any unrelated transactions.

(b)       
          The obligations of each Loan Guarantor hereunder are not subject to any defense
          or setoff, counterclaim, recoupment, or termination whatsoever by reason of the
          invalidity, illegality, or unenforceability of any of the Guaranteed Obligations
          or otherwise, or any provision of applicable law or regulation purporting to
          prohibit payment by any Obligated Party, of the Guaranteed Obligations or any
          part thereof.

(c)       
          Further, the obligations of any Loan Guarantor hereunder are not discharged or
          impaired or otherwise affected by: (i) the failure of the Administrative Agent,
          the Issuing Bank or any Lender to assert any claim or demand or to enforce any
          remedy with respect to all or any part of the Guaranteed Obligations; (ii) any
          waiver or modification of or supplement to any provision of any agreement
          relating to the Guaranteed Obligations; (iii) any release, non-perfection, or
          invalidity of any indirect or direct security for the obligations of any
          Borrower for all or any part of the Guaranteed Obligations or any obligations of
          any other guarantor of or other person liable for any of the Guaranteed
          Obligations; (iv) any action or failure to act by the Administrative Agent, the
          Issuing Bank or any Lender with respect to any collateral securing any part of
          the Guaranteed Obligations; or (v) any default, failure or delay, willful or
          otherwise, in the payment or performance of any of the Guaranteed Obligations,
          or any other circumstance, act, omission or delay that might in any manner or to
          any extent vary the risk of such Loan Guarantor or that would otherwise operate
          as a discharge of any Loan Guarantor as a matter of law or equity (other than
          the indefeasible payment in full in cash of the Guaranteed Obligations).

SECTION
10.04. Defenses Waived. To the fullest extent permitted by applicable law, each
Loan Guarantor hereby waives any defense based on or arising out of any defense of any
Borrower or any Loan Guarantor or the unenforceability of all or any part of the
Guaranteed Obligations from any cause, or the cessation from any cause of the liability of
any Borrower or any Loan Guarantor, other than the indefeasible payment in full in cash of
the Guaranteed Obligations. Without limiting the generality of the foregoing, each Loan
Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and, to the
fullest extent permitted by law, any notice not provided for herein, as well as any
requirement that at any time any action be taken by any person against any Obligated
Party, or any other person. The Administrative Agent may, at its election, foreclose on
any Collateral held by it by one or more judicial or nonjudicial sales, accept an
assignment of any such Collateral in lieu of foreclosure or otherwise act or fail to act
with respect to any collateral securing all or a part of the Guaranteed Obligations,
compromise or adjust any part of the Guaranteed Obligations, make any other accommodation
with any Obligated Party or exercise any other right or remedy available to it against any
Obligated Party, without affecting or impairing in any way the liability of such Loan
Guarantor under this Loan Guaranty except to the extent the Guaranteed Obligations have
been fully and indefeasibly paid in cash. To the fullest extent permitted by applicable
law, each Loan Guarantor waives any defense arising out of any such election even though
that election may operate, pursuant to applicable law, to impair or extinguish any right
of reimbursement or subrogation or other right or remedy of any Loan Guarantor against any
Obligated Party or any security.

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SECTION
10.05. Rights of Subrogation. No Loan Guarantor will assert any right, claim or
cause of action, including, without limitation, a claim of subrogation, contribution or
indemnification that it has against any Obligated Party, or any collateral, until the Loan
Parties and the Loan Guarantors have fully performed all their obligations to the
Administrative Agent, the Issuing Bank and the Lenders.

SECTION
10.06. Reinstatement; Stay of Acceleration. If at any time any payment of any
portion of the Guaranteed Obligations is rescinded or must otherwise be restored or
returned upon the insolvency, bankruptcy, or reorganization of any Borrower or otherwise,
each Loan Guarantors obligations under this Loan Guaranty with respect to that
payment shall be reinstated at such time as though the payment had not been made and
whether or not the Administrative Agent, the Issuing Bank and the Lenders are in
possession of this Loan Guaranty. If acceleration of the time for payment of any of the
Guaranteed Obligations is stayed upon the insolvency, bankruptcy or reorganization of any
Borrower, all such amounts otherwise subject to acceleration under the terms of any
agreement relating to the Guaranteed Obligations shall nonetheless be payable by the Loan
Guarantors forthwith on demand by the Lender.

SECTION
10.07. Information. Each Loan Guarantor assumes all responsibility for being and
keeping itself informed of the Borrowers financial condition and assets, and of all
other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and
the nature, scope and extent of the risks that each Loan Guarantor assumes and incurs
under this Loan Guaranty, and agrees that neither the Administrative Agent, the Issuing
Bank nor any Lender shall have any duty to advise any Loan Guarantor of information known
to it regarding those circumstances or risks.

SECTION
10.08. Termination. The Lenders may continue to make loans or extend credit to the
Borrowers based on this Loan Guaranty until five days after it receives written notice of
termination from any Loan Guarantor. Notwithstanding receipt of any such notice, each Loan
Guarantor will continue to be liable to the Lenders for any Guaranteed Obligations
created, assumed or committed to prior to the fifth day after receipt of the notice, and
all subsequent renewals, extensions, modifications and amendments with respect to, or
substitutions for, all or any part of that Guaranteed Obligations.

SECTION
10.09. Taxes. All payments of the Guaranteed Obligations will be made by each Loan
Guarantor free and clear of and without deduction for any Indemnified Taxes or Other
Taxes; provided that if any Loan Guarantor shall be required to deduct any
Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall
be increased as necessary so that after making all required deductions (including
deductions applicable to additional sums payable under this Section) the Administrative
Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it
would have received had no such deductions been made, (ii) such Loan Guarantor shall
make such deductions and (iii) such Loan Guarantor shall pay the full amount deducted
to the relevant Governmental Authority in accordance with applicable law.

SECTION
10.10. Maximum Liability. The provisions of this Loan Guaranty are severable, and
in any action or proceeding involving any state corporate law, or any state, federal or
foreign bankruptcy, insolvency, reorganization or other law affecting the rights of
creditors generally, if the obligations of any Loan Guarantor under this Loan Guaranty
would otherwise be held or determined to be avoidable, invalid or unenforceable on account
of the amount of such Loan Guarantors liability under this Loan Guaranty, then,
notwithstanding any other provision of this Loan Guaranty to the contrary, the amount of
such liability shall, without any further action by the Loan Guarantors or the Lenders, be
automatically limited and reduced to the highest amount that is valid and enforceable as
determined in such action or proceeding (such highest amount determined hereunder being
the relevant Loan Guarantors Maximum Liability. This Section with
respect to the Maximum Liability of each Loan Guarantor is intended solely to preserve the
rights of the Lenders to the maximum extent not subject to avoidance under applicable law,
and no Loan Guarantor nor any other person or entity shall have any right or claim under
this Section with respect to such Maximum Liability, except to the extent necessary so
that the obligations of any Loan

85



Guarantor hereunder shall not be rendered voidable under
applicable law. Each Loan Guarantor agrees that the Guaranteed Obligations may at any time
and from time to time exceed the Maximum Liability of each Loan Guarantor without
impairing this Loan Guaranty or affecting the rights and remedies of the Lenders
hereunder, provided that, nothing in this sentence shall be construed to increase
any Loan Guarantors obligations hereunder beyond its Maximum Liability.

SECTION
10.11. Contribution. In the event any Loan Guarantor (a Paying
Guarantor) shall make any payment or payments under this Loan Guaranty or shall
suffer any loss as a result of any realization upon any collateral granted by it to secure
its obligations under this Loan Guaranty, each other Loan Guarantor (each a
Non-Paying Guarantor) shall contribute to such Paying Guarantor an
amount equal to such Non-Paying Guarantors Applicable Percentage of such
payment or payments made, or losses suffered, by such Paying Guarantor. For purposes of
this Article X, each Non-Paying Guarantors Applicable Percentage
with respect to any such payment or loss by a Paying Guarantor shall be determined as of
the date on which such payment or loss was made by reference to the ratio of (i) such
Non-Paying Guarantors Maximum Liability as of such date (without giving effect to
any right to receive, or obligation to make, any contribution hereunder) or, if such
Non-Paying Guarantors Maximum Liability has not been determined, the aggregate
amount of all monies received by such Non-Paying Guarantor from the Borrowers after the
date hereof (whether by loan, capital infusion or by other means) to (ii) the aggregate
Maximum Liability of all Loan Guarantors hereunder (including such Paying Guarantor) as of
such date (without giving effect to any right to receive, or obligation to make, any
contribution hereunder), or to the extent that a Maximum Liability has not been determined
for any Loan Guarantor, the aggregate amount of all monies received by such Loan
Guarantors from the Borrowers after the date hereof (whether by loan, capital infusion or
by other means). Nothing in this provision shall affect any Loan Guarantors several
liability for the entire amount of the Guaranteed Obligations (up to such Loan
Guarantors Maximum Liability). Each of the Loan Guarantors covenants and agrees that
its right to receive any contribution under this Loan Guaranty from a Non-Paying Guarantor
shall be subordinate and junior in right of payment to the payment in full in cash of the
Guaranteed Obligations. This provision is for the benefit of both the Administrative
Agent, the Issuing Bank, the Lenders and the Loan Guarantors and may be enforced by any
one, or more, or all of them in accordance with the terms hereof.

SECTION
10.12. Liability Cumulative. The liability of each Loan Party as a Loan Guarantor
under this Article X is in addition to and shall be cumulative with all liabilities of
each Loan Party to the Administrative Agent, the Issuing Bank and the Lenders under this
Agreement and the other Loan Documents to which such Loan Party is a party or in respect
of any obligations or liabilities of the other Loan Parties, without any limitation as to
amount, unless the instrument or agreement evidencing or creating such other liability
specifically provides to the contrary.

ARTICLE XI

The Borrower Representative TRIAL

SECTION
11.01. Appointment; Nature of Relationship. The Company is hereby appointed by
each of the Loan Parties as its contractual representative (herein referred to as the
Borrower Representative) hereunder and under each other Loan Document,
and each of the Loan Parties irrevocably authorizes the Borrower Representative to act as
the contractual representative of such Loan Party with the rights and duties expressly set
forth herein and in the other Loan Documents. The Borrower Representative agrees to act as
such contractual representative upon the express conditions contained in this Article XI.
Additionally, the Borrowers hereby appoint the Borrower Representative as their agent to
receive all of the proceeds of the Loans in the Funding Account(s), at which time the
Borrower Representative shall promptly disburse such Loans to the appropriate Borrower,
provided that, in the case of a Revolving Loan, such amount shall not exceed such
Borrowers Availability. The

86



Administrative Agent and the Lenders, and their
respective officers, directors, agents or employees, shall not be liable to the Borrower
Representative or any Loan Party for any action taken or omitted to be taken by the
Borrower Representative or the Loan Parties pursuant to this Section 11.01.

SECTION
11.02. Powers. The Borrower Representative shall have and may exercise such
powers under the Loan Documents as are specifically delegated to the Borrower
Representative by the terms of each thereof, together with such powers as are reasonably
incidental thereto. The Borrower Representative shall have no implied duties to the Loan
Parties, or any obligation to the Lenders to take any action thereunder except any action
specifically provided by the Loan Documents to be taken by the Borrower Representative.

SECTION
11.03. Employment of Agents. The Borrower Representative may execute any of its
duties as the Borrower Representative hereunder and under any other Loan Document by or
through authorized officers.

SECTION
11.04. Notices. Holdings and each Borrower shall immediately notify the Borrower
Representative of the occurrence of any Default hereunder referring to this Agreement
describing such Default and stating that such notice is a notice of default.
In the event that the Borrower Representative receives such a notice, the Borrower
Representative shall give prompt notice thereof to the Administrative Agent and the
Lenders. Any notice provided to the Borrower Representative hereunder shall constitute
notice to each Loan Party on the date received by the Borrower Representative.

SECTION
11.05. Successor Borrower Representative. Upon the prior written consent of the
Administrative Agent, the Borrower Representative may resign at any time, such resignation
to be effective upon the appointment of a successor Borrower Representative. The
Administrative Agent shall give prompt written notice of such resignation to the Lenders.

SECTION
11.06. Execution of Loan Documents; Borrowing Base Certificate. Holdings and
each of the Borrowers hereby empower and authorize the Borrower Representative, on behalf
of each of them, to execute and deliver to the Administrative Agent and the Lenders the
Loan Documents and all related agreements, certificates, documents, or instruments as
shall be necessary or appropriate to effect the purposes of the Loan Documents, including
without limitation, the Borrowing Base Certificates and the Compliance Certificates.
Holdings and each Borrower agrees that any action taken by the Borrower Representative or
the Loan Parties in accordance with the terms of this Agreement or the other Loan
Documents, and the exercise by the Borrower Representative of its powers set forth therein
or herein, together with such other powers that are reasonably incidental thereto, shall
be binding upon all of the Loan Parties.

SECTION
11.07. Reporting. Holdings and each Borrower hereby agrees that Holdings or such
Borrower, as the case may be, shall furnish promptly after each fiscal month to the
Borrower Representative a copy of its Borrowing Base Certificate and any other certificate
or report required hereunder or requested by the Borrower Representative on which the
Borrower Representative shall rely to prepare the Borrowing Base Certificates and
Compliance Certificates required pursuant to the provisions of this Agreement.

87



IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by
their respective authorized officers as of the day and year first above written.

# BORROWERS:

UNITED SOLAR OVONIC CORPORATION

By /s/ Sanjeev Kumar

Name:Sanjeev Kumar

Title:Vice President & Treasurer

UNITED SOLAR OVONIC LLC

By/s/ Sanjeev Kumar

Name:Sanjeev Kumar

Title:Vice President & Treasurer

# OTHER LOAN PARTIES:

ENERGY CONVERSION DEVICES, INC.

By/s/ Sanjeev Kumar

Name:Sanjeev Kumar

Title:Vice President & Chief Financial Officer

88



JPMORGAN CHASE BANK, N.A., individually, asAdministrative Agent, Issuing Bank and Lender

By/s/ John Psellas

Name:John Psellas

Title:Vice President

89



COMMITMENT SCHEDULE Lender
     CommitmentJPMorgan Chase Bank, N.A.
     $30,000,000Total
     $30,000,000




EXHIBIT A

ASSIGNMENT AND ASSUMPTION

This
Assignment and Assumption (the Assignment and Assumption) is dated as
of the Effective Date set forth below and is entered into by and between [Insert name
of Assignor] (the Assignor) and [Insert name of Assignee]
(the Assignee). Capitalized terms used but not defined herein shall
have the meanings given to them in the Credit Agreement identified below (as amended, the
Credit Agreement), receipt of a copy of which is hereby acknowledged by
the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are
hereby agreed to and incorporated herein by reference and made a part of this Assignment
and Assumption as if set forth herein in full.

For
an agreed consideration, the Assignor hereby irrevocably sells and assigns to the
Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor,
subject to and in accordance with the Standard Terms and Conditions and the Credit
Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated
below (i) all of the Assignors rights and obligations in its capacity as a Lender
under the Credit Agreement and any other documents or instruments delivered pursuant
thereto to the extent related to the amount and percentage interest identified below of
all of such outstanding rights and obligations of the Assignor under the respective
facilities identified below (including any letters of credit, guarantees included in such
facilities) and (ii) to the extent permitted to be assigned under applicable law, all
claims, suits, causes of action and any other right of the Assignor (in its capacity as a
Lender) against any Person, whether known or unknown, arising under or in connection with
the Credit Agreement, any other documents or instruments delivered pursuant thereto or the
loan transactions governed thereby or in any way based on or related to any of the
foregoing, including contract claims, tort claims, malpractice claims, statutory claims
and all other claims at law or in equity related to the rights and obligations sold and
assigned pursuant to clause (i) above (the rights and obligations sold and assigned
pursuant to clauses (i) and (ii) above being referred to herein collectively as the
Assigned Interest). Such sale and assignment is without recourse to the
Assignor and, except as expressly provided in this Assignment and Assumption, without
representation or warranty by the Assignor.

1.
     Assignor:2.
     Assignee:
     [and is an Affiliate/Approved Fund of [identify Lender](1)]3.
     Borrowers:4.
     Administrative Agent:
     ______________________, as the administrative agent under
               the Credit Agreement5.
     Credit Agreement:
     [The [amount] Credit Agreement dated as of _______ among [name of Borrowers], the Lenders parties thereto, [name of
               Administrative Agent], as Administrative Agent, and the other agents parties
               thereto]


| 
|-
|1



6.    Assigned Interest:

|Facility Assigned(2) | Aggregate Amount of Commitment/Loans for all Lenders | Amount of Commitment/Loans Assigned | Percentage Assigned of Commitment/Loans(3)
|-------------------- | ---------------------------------------------------- | ----------------------------------- | ------------------------------------------
|                     | $                                                    | $                                   | %                                         
|                     | $                                                    | $                                   | %                                         
|                     | $                                                    | $                                   | %                                         
|                     | $                                                    | $                                   | %                                         

Effective  Date:  _____________  ___, 20___ [TO BE INSERTED BY  ADMINISTRATIVE  AGENT AND WHICH SHALL BE THE
EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

The Assignee agrees to deliver to the
Administrative Agent a completed Administrative Questionnaire in which the Assignee
designates on or more Credit Contacts to whom all syndicate-level information (which may
contain material non-public information about the Company, the Loan Parties and their
Related Parties or their respective securities) will be made available and who may receive
such information in accordance with the Assignees compliance procedures and
applicable laws, including Federal and state securities laws.

The terms set forth in this Assignment and Assumption are hereby agreed to:

|                                                                                                                                                                                  |  | ASSIGNOR          
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------
|                                                                                                                                                                                  |  | [NAME OF ASSIGNOR]
|                                                                                                                                                                                  |  | By:               
|                                                                                                                                                                                  |  | Title:            
|                                                                                                                                                                                  |  |                   
|                                                                                                                                                                                  |  | ASSIGNEE          
|                                                                                                                                                                                  |  | [NAME OF ASSIGNEE]
|                                                                                                                                                                                  |  | By:               
|                                                                                                                                                                                  |  | Title:            
|                                                                                                                                                                                  |  |                   
|2    Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. Revolving Commitment, etc.)
|3    Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.                                                                       



Consented to and Accepted: 
[NAME OF ADMINISTRATIVE AGENT], as
   Administrative Agent

By_________________________________
Title:

[Consented to:](4)

[NAME OF RELEVANT PARTY]

By________________________________
Title:



|                                                                                                                                                | 
|----------------------------------------------------------------------------------------------------------------------------------------------- | 
|4   
To be added only if the consent of the Borrower and/or other parties (e.g. Issuing Bank) is required by the terms of the Credit Agreement.



ANNEX 1

_________________

STANDARD TERMS AND CONDITIONS FORASSIGNMENT AND ASSUMPTION

1.       
          Representations and Warranties.

1.1
Assignor. The Assignor (a) represents and warrants that (i) it is the legal and
beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of
any lien, encumbrance or other adverse claim and (iii) it has full power and authority,
and has taken all action necessary, to execute and deliver this Assignment and Assumption
and to consummate the transactions contemplated hereby; and (b) assumes no responsibility
with respect to (i) any statements, warranties or representations made in or in connection
with the Credit Agreement or any other Loan Document, (ii) the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any
collateral thereunder, (iii) the financial condition of any Borrower, any of their
Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document
or (iv) the performance or observance by any Borrower, any of its Subsidiaries or
Affiliates or any other Person of any of their respective obligations under any Loan
Document.

1.2.       
          Assignee. The Assignee (a) represents and warrants that (i) it has full
          power and authority, and has taken all action necessary, to execute and deliver
          this Assignment and Assumption and to consummate the transactions contemplated
          hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the
          requirements, if any, specified in the Credit Agreement that are required to be
          satisfied by it in order to acquire the Assigned Interest and become a Lender,
          (iii) from and after the Effective Date, it shall be bound by the provisions of
          the Credit Agreement as a Lender thereunder and, to the extent of the Assigned
          Interest, shall have the obligations of a Lender thereunder, (iv) it has
          received a copy of the Credit Agreement, together with copies of the most recent
          financial statements delivered pursuant to Section ___ thereof, as applicable,
          and such other documents and information as it has deemed appropriate to make
          its own credit analysis and decision to enter into this Assignment and
          Assumption and to purchase the Assigned Interest on the basis of which it has
          made such analysis and decision independently and without reliance on the
          Administrative Agent or any other Lender, and (v) if it is a Foreign Lender,
          attached to the Assignment and Assumption is any documentation required to be
          delivered by it pursuant to the terms of the Credit Agreement, duly completed
          and executed by the Assignee; and (b) agrees that (i) it will, independently and
          without reliance on the Administrative Agent, the Assignor or any other Lender,
          and based on such documents and information as it shall deem appropriate at the
          time, continue to make its own credit decisions in taking or not taking action
          under the Loan Documents, and (ii) it will perform in accordance with their
          terms all of the obligations which by the terms of the Loan Documents are
          required to be performed by it as a Lender.

2.       
          Payments. From and after the Effective Date, the Administrative Agent
          shall make all payments in respect of the Assigned Interest (including payments
          of principal, interest, fees and other amounts) to the Assignor for amounts
          which have accrued to but excluding the Effective Date and to the Assignee for
          amounts which have accrued from and after the Effective Date.

3.       
          General Provisions. This Assignment and Assumption shall be binding upon,
          and inure to the benefit of, the parties hereto and their respective successors
          and assigns. This Assignment and Assumption may be executed in any number of
          counterparts, which together shall constitute one instrument.   Delivery of an executed counterpart
of a signature page of this Assignment and Assumption by facsimile shall be effective as
delivery of a manually executed counterpart of this Assignment and Assumption. This
Assignment and Assumption shall be governed by, and construed in accordance with, the law
of the State of Ohio.



EXHIBIT B

OPINION OF COUNSEL FOR THE LOAN PARTIES





EXHIBIT C

FORM OF BORROWING BASE CERTIFICATE



EXHIBIT C-1

FORM OF AGGREGATE BORROWING BASE CERTIFICATE





EXHIBIT D

COMPLIANCE CERTIFICATE

To:
The Lenders parties to theCredit Agreement Described Below

This
Compliance Certificate is furnished pursuant to that certain Credit Agreement dated as of
, (as amended, modified, renewed or extended from time to time, the
Agreement) among ___________________________ (the Borrowers), the
other Loan Parties, the Lenders party thereto and JPMorgan Chase Bank, N.A., as
Administrative Agent for the Lenders and as the Issuing Bank. Unless otherwise defined
herein, capitalized terms used in this Compliance Certificate have the meanings ascribed
thereto in the Agreement.

THE
UNDERSIGNED HEREBY CERTIFIES, ON ITS BEHALF AND ON BEHALF OF THE BORROWERS, THAT:

1.       
          I am the duly elected  of the Borrower Representative;

2.       
          I have reviewed the terms of the Agreement and I have made, or have caused to be
          made under my supervision, a detailed review of the transactions and conditions
          of the Borrowers and their consolidated Subsidiaries during the accounting
          period covered by the attached financial statements [for quarterly or monthly
          financial statements add: and such financial statements present fairly in
          all material respects the financial condition and results of operations of the
          Borrowers and their consolidated Subsidiaries on a consolidated basis in
          accordance with GAAP consistently applied, subject to normal year-end audit
          adjustments and the absence of footnotes];

3.       
          The examinations described in paragraph 2 did not disclose, except as set forth
          below, and I have no knowledge of (i) the existence of any condition or event
          which constitutes a Default during or at the end of the accounting period
          covered by the attached financial statements or as of the date of this
          Certificate or (ii) any change in GAAP or in the application thereof that has
          occurred since the date of the audited financial statements referred to in
          Section 3.04 of the Agreement;

4.       
          I hereby certify that no Loan Party has changed (i) its name, (ii) its chief
          executive office, (iii) principal place of business, (iv) the type of entity it
          is or (v) its state of incorporation or organization without having given the
          Agent the notice required by Section 4.15 of the Security Agreement;

5.       
          Schedule I attached hereto sets forth financial data and computations
          evidencing the Borrowers compliance with certain covenants of the
          Agreement, all of which data and computations are true, complete and correct;
          and

6.       
          Schedule II hereto sets forth the computations necessary to determine the
          Applicable Rate commencing on the Business Day this certificate is delivered.



Described
below are the exceptions, if any, to paragraph 3 by listing, in detail, the (i) nature of
the condition or event, the period during which it has existed and the action which the
Borrowers have taken, are taking, or propose to take with respect to each such condition
or event or (i) the change in GAAP or the application thereof and the effect of such
change on the attached financial statements:

---

---

---

The
foregoing certifications, together with the computations set forth in Schedule I and
Schedule II hereto and the financial statements delivered with this Certificate in support
hereof, are made and delivered this  day of , .

_____________________________,   as

Borrower Representative



By: _____________________________

Name: __________________

Title: __________________



SCHEDULE I

| | Compliance as of _________, ____ with Provisions of and of 
the Agreement
| | -------------------------------------------------------------------------



SCHEDULE II

Borrowers Applicable Rate Calculation



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EXHIBIT E

JOINDER AGREEMENT

THIS JOINDER
AGREEMENT (this Agreement), dated as of __________, ____, 200_, is
entered into between ________________________________, a _________________ (the
New Subsidiary) and JPMORGAN CHASE BANK, N.A., in its capacity as
administrative agent (the Administrative Agent) under that certain
Credit Agreement, dated as of ___________, __, 200_ among _______________,
_________________ and ______________ (the Borrowers), the Loan Parties
party thereto, the Lenders party thereto and the Administrative Agent (as the same may be
amended, modified, extended or restated from time to time, the Credit
Agreement). All capitalized terms used herein and not otherwise defined shall
have the meanings set forth in the Credit Agreement.

The
New Subsidiary and the Administrative Agent, for the benefit of the Lenders, hereby agree
as follows:

1.       
          The New Subsidiary hereby acknowledges, agrees and confirms that, by its
          execution of this Agreement, the New Subsidiary will be deemed to be a Loan
          Party under the Credit Agreement and a Loan Guarantor for all
          purposes of the Credit Agreement and shall have all of the obligations of a Loan
          Party and a Loan Guarantor thereunder as if it had executed the Credit
          Agreement. The New Subsidiary hereby ratifies, as of the date hereof, and agrees
          to be bound by, all of the terms, provisions and conditions contained in the
          Credit Agreement, including without limitation (a) all of the representations
          and warranties of the Loan Parties set forth in Article III of the Credit
          Agreement, *[and]* (b) all of the covenants set forth in Articles V and
          VI of the Credit Agreement *[and (c) all of the guaranty obligations set
          forth in Article X of the Credit Agreement. Without limiting the generality of
          the foregoing terms of this paragraph 1, the New Subsidiary, subject to the
          limitations set forth in Section 10.10 of the Credit Agreement, hereby
          guarantees, jointly and severally with the other Loan Guarantors, to the
          Administrative Agent and the Lenders, as provided in Article X of the Credit
          Agreement, the prompt payment and performance of the Guaranteed Obligations in
          full when due (whether at stated maturity, as a mandatory prepayment, by
          acceleration or otherwise) strictly in accordance with the terms thereof and
          agrees that if any of the Guaranteed Obligations are not paid or performed in
          full when due (whether at stated maturity, as a mandatory prepayment, by
          acceleration or otherwise), the New Subsidiary will, jointly and severally
          together with the other Loan Guarantors, promptly pay and perform the same,
          without any demand or notice whatsoever, and that in the case of any extension
          of time of payment or renewal of any of the Guaranteed Obligations, the same
          will be promptly paid in full when due (whether at extended maturity, as a
          mandatory prepayment, by acceleration or otherwise) in accordance with the terms
          of such extension or renewal.]* *[The New Subsidiary has delivered to the
          Administrative Agent an executed Loan Guaranty.]*

2.       
          If required, the New Subsidiary is, simultaneously with the execution of this
          Agreement, executing and delivering such Collateral Documents (and such other
          documents and instruments) as requested by the Administrative Agent in
          accordance with the Credit Agreement.

3.       
          The address of the New Subsidiary for purposes of Section 9.01 of the Credit
          Agreement is as follows:

---

---

---

---



4.       
          The New Subsidiary hereby waives acceptance by the Administrative Agent and the
          Lenders of the guaranty by the New Subsidiary upon the execution of this
          Agreement by the New Subsidiary.

5.       
          This Agreement may be executed in any number of counterparts, each of which when
          so executed and delivered shall be an original, but all of which shall
          constitute one and the same instrument.

6.       
          THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
          GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE
          STATE OF NEW YORK.

IN
WITNESS WHEREOF, the New Subsidiary has caused this Agreement to be duly executed by its
authorized officer, and the Administrative Agent, for the benefit of the Lenders, has
caused the same to be accepted by its authorized officer, as of the day and year first
above written.

| | [NEW SUBSIDIARY]                                  
| | --------------------------------------------------
| | By:Name:                                          
| | Title:                                            
| |                                                   
| | Acknowledged and accepted:                        
| | JPMORGAN CHASE BANK, N.A., as Administrative Agent
| | By:Name:                                          
| | Title: