ex10_1.htm


    
      

    

    
      Exhibit
10.1

    

    
      


      


      SECOND
AMENDED AND RESTATED MULTI-CURRENCY,

      MULTI-OPTION
CREDIT AGREEMENT

      


      among

      


      HARMAN
INTERNATIONAL INDUSTRIES, INCORPORATED,

      


      HARMAN
HOLDING GMBH & CO. KG,

      


      The
Several Lenders

      from
Time to Time Parties Hereto

      


      J.P.
MORGAN SECURITIES INC.,

      as
Arranger

      


      JPMORGAN
CHASE BANK, N.A.,

      as
Administrative Agent

      


      HSBC
BANK USA, NATIONAL ASSOCIATION,

      BAYERISCHE
HYPO – UND VEREINSBANK AG, NEW YORK BRANCH,

      and

      BANK
OF TOKYO – MITSUBISHI UFJ TRUST COMPANY

      as
Syndication Agents

      


      


      Dated
as of March 31, 2009

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

     

    
      
        
          
            
              
                
                  
                    
                      
                        	 
      	 
      	
                                Page

                              
	 	 
	
                                SECTION
      1 DEFINITIONS

                              	
                                2

                              
	
                                1.1.

                              	
                                Defined
      Terms

                              	
                                2

                              
	
                                1.2.

                              	
                                Other
      Definitional Provisions

                              	
                                33

                              
	
                                1.3.

                              	
                                Classification
      of Loans

                              	
                                33

                              
	
                                1.4.

                              	
                                Restatement
      Effective Date Tranche Elections.

                              	
                                33

                              
	 
      	 
      
	
                                SECTION
      2 THE COMMITTED RATE LOANS

                              	
                                34

                              
	
                                2.1.

                              	
                                Committed
      Rate Loans

                              	
                                34

                              
	
                                2.2.

                              	
                                Procedure
      for Committed Rate Loan Borrowing

                              	
                                35

                              
	
                                2.3.

                              	
                                Repayment
      of Committed Rate Loans; Evidence of Debt

                              	
                                35

                              
	
                                2.4.

                              	
                                Termination
      or Reduction of Commitments

                              	
                                36

                              
	
                                2.5.

                              	
                                Prepayments

                              	
                                36

                              
	
                                2.6.

                              	
                                Conversion
      and Continuation Options.

                              	
                                38

                              
	
                                2.7.

                              	
                                Minimum
      Amounts of Tranches

                              	
                                39

                              
	
                                2.8.

                              	
                                Interest
      Rates and Payment Dates for Committed Rate Loans

                              	
                                39

                              
	
                                2.9.

                              	
                                Inability
      to Determine Interest Rate

                              	
                                39

                              
	
                                2.10.

                              	
                                Substitution
      of Euro for National Currency

                              	
                                40

                              
	
                                2.11.

                              	
                                Unavailability
      of Available Foreign Currency

                              	
                                40

                              
	
                                2.12.

                              	
                                Separate
      Obligations

                              	
                                40

                              
	 
      	 
      
	
                                SECTION
      3 THE COMPETITIVE ADVANCE LOANS

                              	
                                41

                              
	
                                3.1.

                              	
                                Competitive
      Advance Loans

                              	
                                41

                              
	
                                3.2.

                              	
                                Procedure
      for Competitive Advance Loan Borrowing

                              	
                                41

                              
	
                                3.3.

                              	
                                Repayment
      of Competitive Advance Loans; Evidence of Debt

                              	
                                42

                              
	
                                3.4.

                              	
                                Prepayments

                              	
                                42

                              
	 
      	 
      
	
                                SECTION
      4 THE LETTERS OF CREDIT

                              	
                                42

                              
	
                                4.1.

                              	
                                L/C
      Commitment

                              	
                                42

                              
	
                                4.2.

                              	
                                Procedure
      for Issuance of Letters of Credit under this Agreement

                              	
                                43

                              
	
                                4.3.

                              	
                                Fees,
      Commissions and Other Charges

                              	
                                43

                              
	
                                4.4.

                              	
                                L/C
      Participations

                              	
                                44

                              
	
                                4.5.

                              	
                                Reimbursement
      Obligation of the Company

                              	
                                45

                              
	
                                4.6.

                              	
                                Obligations
      Absolute

                              	
                                46

                              
	
                                4.7.

                              	
                                Letter
      of Credit Payments

                              	
                                46

                              
	
                                4.8.

                              	
                                Application

                              	
                                46

                              
	
                                4.9.

                              	
                                Issuance
      of Letters of Credit Priority for Acceptance of Time
Drafts

                              	
                                46

                              
	
                                4.10.

                              	
                                L/C
      Cash Accounts

                              	
                                47

                              
	 
      	 
      
	
                                SECTION
      5 CERTAIN PROVISIONS APPLICABLE TO THE LOANS AND LETTERS OF
      CREDIT

                              	
                                47

                              
	
                                5.1.

                              	
                                Facility
      Fee

                              	
                                47

                              
	
                                5.2.

                              	
                                Computation
      of Interest and Fees

                              	
                                48

                              


                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        i

        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

    (continued)

     

    


    
      
        
          
            
              	 
      	 
      	
                      Page

                    
	 	 	 
	
                      5.3.

                    	
                      Pro
      Rata Treatment and Payments

                    	
                      48

                    
	
                      5.4.

                    	
                      Requirements
      of Law

                    	
                      49

                    
	
                      5.5.

                    	
                      Taxes

                    	
                      51

                    
	
                      5.6.

                    	
                      Indemnity

                    	
                      53

                    
	
                      5.7.

                    	
                      Change
      of Lending Office

                    	
                      54

                    
	
                      5.8.

                    	
                      Company
      Controls on Exposure; Calculation of Exposure; Prepayment if Exposure
      Exceeds Commitments

                    	
                      54

                    
	
                      5.9.

                    	
                      Tax
      Confirmation

                    	
                      55

                    
	 
      	 
      
	
                      SECTION
      6 REPRESENTATIONS AND WARRANTIES

                    	
                      57

                    
	
                      6.1.

                    	
                      Financial
      Condition

                    	
                      57

                    
	
                      6.2.

                    	
                      No
      Change

                    	
                      57

                    
	
                      6.3.

                    	
                      Corporate
      Existence; Compliance with Law

                    	
                      57

                    
	
                      6.4.

                    	
                      Corporate
      Power; Authorization; Enforceable Obligations

                    	
                      57

                    
	
                      6.5.

                    	
                      No
      Legal Bar

                    	
                      58

                    
	
                      6.6.

                    	
                      No
      Material Litigation

                    	
                      58

                    
	
                      6.7.

                    	
                      No
      Default

                    	
                      58

                    
	
                      6.8.

                    	
                      Ownership
      of Real Property; Liens

                    	
                      58

                    
	
                      6.9.

                    	
                      Intellectual
      Property

                    	
                      58

                    
	
                      6.10.

                    	
                      Taxes

                    	
                      59

                    
	
                      6.11.

                    	
                      Federal
      Regulations

                    	
                      59

                    
	
                      6.12.

                    	
                      ERISA.

                    	
                      59

                    
	
                      6.13.

                    	
                      Investment
      Company Act; Other Regulations

                    	
                      60

                    
	
                      6.14.

                    	
                      Subsidiaries

                    	
                      60

                    
	
                      6.15.

                    	
                      Purpose
      of Loans and Letters of Credit

                    	
                      60

                    
	
                      6.16.

                    	
                      Accuracy
      and Completeness of Information

                    	
                      60

                    
	
                      6.17.

                    	
                      Environmental
      Matters

                    	
                      60

                    
	
                      6.18.

                    	
                      Compliance
      with Convertible Notes Indenture

                    	
                      61

                    
	
                      6.19.

                    	
                      Solvency

                    	
                      62

                    
	
                      6.20.

                    	
                      Collateral
      Matters

                    	
                      62

                    
	 
      	 
      
	
                      SECTION
      7 CONDITIONS PRECEDENT

                    	
                      63

                    
	
                      7.1.

                    	
                      Conditions
      to Effectiveness

                    	
                      63

                    
	
                      7.2.

                    	
                      Conditions
      to Each Extension of Credit

                    	
                      64

                    
	 
      	 
      
	
                      SECTION
      8 AFFIRMATIVE COVENANTS

                    	
                      65

                    
	
                      8.1.

                    	
                      Financial
      Statements

                    	
                      65

                    
	
                      8.2.

                    	
                      Certificates;
      Other Information

                    	
                      66

                    
	
                      8.3.

                    	
                      Payment
      of Obligations

                    	
                      66

                    
	
                      8.4.

                    	
                      Conduct
      of Business and Maintenance of Existence

                    	
                      67

                    
	
                      8.5.

                    	
                      Maintenance
      of Property; Insurance

                    	
                      67

                    
	
                      8.6.

                    	
                      Inspection
      of Property; Books and Records; Discussions.

                    	
                      67

                    
	
                      8.7.

                    	
                      Notices

                    	
                      67

                    
	
                      8.8.

                    	
                      Environmental
      Laws

                    	
                      68

                    
	
                      8.9.

                    	
                      Additional
      Borrower.

                    	
                      68

                    


            

          

        

      

    


    
      
         


      

      
        ii

        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

    (continued)

     

    


    
      
        
          
            
              	 
      	 
      	
                      Page

                    
	 	 	 
	
                      8.10.

                    	
                      Information
      Regarding Collateral

                    	
                      69

                    
	
                      8.11.

                    	
                      Collateral
      and Guarantee Requirement; Further Assurances

                    	
                      69

                    
	
                      8.12.

                    	
                      Appraisals
      and Field Examinations

                    	
                      69

                    
	
                      8.13.

                    	
                      Financial
      Consultant

                    	
                      70

                    
	
                      8.14.

                    	
                      Depository
      Banks

                    	
                      70

                    
	 
      	 
      
	
                      SECTION
      9 NEGATIVE COVENANTS

                    	
                      70

                    
	
                      9.1.

                    	
                      Financial
      Condition Covenants.

                    	
                      70

                    
	
                      9.2.

                    	
                      Limitation
      on Indebtedness

                    	
                      71

                    
	
                      9.3.

                    	
                      Limitation
      on Liens

                    	
                      74

                    
	
                      9.4.

                    	
                      Limitation
      on Fundamental Changes

                    	
                      77

                    
	
                      9.5.

                    	
                      Limitation
      on Sale of Assets

                    	
                      78

                    
	
                      9.6.

                    	
                      Limitation
      on Restricted Payments

                    	
                      79

                    
	
                      9.7.

                    	
                      Limitation
      on Investments

                    	
                      79

                    
	
                      9.8.

                    	
                      Limitation
      on Transactions with Affiliates

                    	
                      81

                    
	
                      9.9.

                    	
                      Limitation
      on Sales and Leasebacks

                    	
                      81

                    
	
                      9.10.

                    	
                      Limitation
      on Changes in Fiscal Year

                    	
                      81

                    
	
                      9.11.

                    	
                      Limitation
      on Material Guarantee Obligations in respect of Indebtedness of
      Subsidiaries

                    	
                      81

                    
	
                      9.12.

                    	
                      Limitation
      on Amendment of Material Documents

                    	
                      81

                    
	
                      9.13.

                    	
                      Limitation
      on Prepayments of Indebtedness

                    	
                      81

                    
	
                      9.14.

                    	
                      Hedging
      Agreements

                    	
                      82

                    
	
                      9.15.

                    	
                      Limitation
      on Acquisition of Certain Collateral

                    	
                      82

                    
	
                      9.16.

                    	
                      Maximum
      Capital Expenditures

                    	
                      82

                    
	 
      	 
      
	
                      SECTION
      10 EVENTS OF DEFAULT

                    	
                      83

                    
	 
      	 
      
	
                      SECTION
      11 THE ADMINISTRATIVE AGENT AND THE ARRANGER

                    	
                      85

                    
	
                      11.1.

                    	
                      Appointment

                    	
                      85

                    
	
                      11.2.

                    	
                      Delegation
      of Duties

                    	
                      86

                    
	
                      11.3.

                    	
                      Exculpatory
      Provisions

                    	
                      86

                    
	
                      11.4.

                    	
                      Reliance
      by Administrative Agent

                    	
                      86

                    
	
                      11.5.

                    	
                      Notice
      of Default

                    	
                      86

                    
	
                      11.6.

                    	
                      Non-Reliance
      on Administrative Agent and Other Lenders.

                    	
                      87

                    
	
                      11.7.

                    	
                      Indemnification

                    	
                      87

                    
	
                      11.8.

                    	
                      Administrative
      Agent in Its Individual Capacity

                    	
                      88

                    
	
                      11.9.

                    	
                      Successor
      Administrative Agent

                    	
                      88

                    
	
                      11.10.

                    	
                      The
      Arranger

                    	
                      88

                    
	 
      	 
      
	
                      SECTION
      12 MISCELLANEOUS

                    	
                      88

                    
	
                      12.1.

                    	
                      Amendments
      and Waivers Generally; Amendments to Schedule

                    	
                      88

                    
	
                      12.2.

                    	
                      Notices

                    	
                      91

                    
	
                      12.3.

                    	
                      No
      Waiver; Cumulative Remedies

                    	
                      93

                    
	
                      12.4.

                    	
                      Survival
      of Representations and Warranties.

                    	
                      93

                    
	
                      12.5.

                    	
                      Payment
      of Expenses and Taxes

                    	
                      93

                    
	
                      12.6.

                    	
                      Successors
      and Assigns; Participations and Assignments

                    	
                      94

                    


            

          

        

      

    


    
      
         


      

      
        iii

        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

    (continued)

     

    


    
      
        
          
            
              	 
      	 
      	
                      Page

                    
	 	 	 
	
                      12.7.

                    	
                      Adjustments;
      Set-off

                    	
                      97

                    
	
                      12.8.

                    	
                      Judgment

                    	
                      98

                    
	
                      12.9.

                    	
                      Counterparts

                    	
                      98

                    
	
                      12.10.

                    	
                      Severability

                    	
                      98

                    
	
                      12.11.

                    	
                      Integration

                    	
                      98

                    
	
                      12.12.

                    	
                      GOVERNING
      LAW

                    	
                      98

                    
	
                      12.13.

                    	
                      Submission
      to Jurisdiction; Waivers

                    	
                      99

                    
	
                      12.14.

                    	
                      Acknowledgements

                    	
                      99

                    
	
                      12.15.

                    	
                      WAIVERS
      OF JURY TRIAL

                    	
                      99

                    
	
                      12.16.

                    	
                      Confidentiality

                    	
                      100

                    
	
                      12.17.

                    	
                      Release
      of Liens and Guarantees

                    	
                      100

                    
	
                      12.18.

                    	
                      Interest
      Rate Limitation

                    	
                      101

                    
	
                      12.19.

                    	
                      Patriot
      Act

                    	
                      101

                    


            

          

        

      

    


    
      
         


      

      
        iv

        
          

        

      

      
         


      

    


    SCHEDULES

    


    
      
        
          	
                  Schedule
      I:

                	
                  Lenders
      and Commitments

                
	
                  Schedule
      II:

                	
                  Administrative
      Schedule

                
	
                  Schedule
      III:

                	
                  Existing
      Letters of Credit

                
	
                  Schedule
      IV:

                	
                  Issuing
      Banks

                
	
                  Schedule
      6.14:

                	
                  Subsidiaries

                
	
                  Schedule
      9.2:

                	
                  Existing
      Indebtedness

                
	
                  Schedule
      9.7:

                	
                  Existing
      Investments

                


        

      

    

    


    EXHIBITS

     

    
      
        
          	
                  Exhibit
      A:

                	
                  Schedule
      Amendment

                
	
                  Exhibit
      B:

                	
                  Form
      of Competitive Bid Notice

                
	
                  Exhibit
      C:

                	
                  Form
      of Competitive Bid Request

                
	
                  Exhibit
      D:

                	
                  Form
      of Notice of Borrowing

                
	
                  Exhibit
      E:

                	
                  Form
      of Notice of Competitive Advance Loan

                
	
                  Exhibit
      F:

                	
                  Form
      of Notice of Continuation/Conversion

                
	
                  Exhibit
      G:

                	
                  Assignment
      and Acceptance

                
	
                  Exhibit
      H-1:

                	
                  Opinion
      of Wachtell, Lipton, Rosen & Katz (NY Law Matters)

                
	
                  Exhibit
      H-2:

                	
                  Opinion
      of Morris, Nichols, Arsht & Tunnell LLP (DE Law
    Matters)

                
	
                  Exhibit
      H-3:

                	
                  Opinion
      of General Counsel

                
	
                  Exhibit
      H-4-i:

                	
                  Opinion
      of Jones Day (German Law Matters)

                
	
                  Exhibit
      H-4-ii:

                	
                  Opinion
      of Hengeler Mueller (German Law Matters)

                
	
                  Exhibit
      H-4-iii

                	
                  Opinion
      of McMillan LLP (Canadian Law Matters)

                
	
                  Exhibit
      I:

                	
                  Form
      of Exemption Certificate

                
	
                  Exhibit
      J:

                	
                  Form
      of Tax Confirmation

                


        

      

    


    
      
         


      

      
        v

        
          

        

      

      
         


      

    


    SECOND
AMENDED AND RESTATED MULTI-CURRENCY, MULTI-OPTION CREDIT AGREEMENT, dated as of
March 31, 2009, among:

     

    (i)         
   HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED, a Delaware
corporation (the “Company”);

     

    (ii)      
     HARMAN HOLDING GMBH & CO. KG, a company
organized under the laws of Germany;

     

    (iii)           the
several banks and other financial institutions from time to time parties to this
Agreement (each, a “Lender”; and
collectively, the “Lenders”);

     

    (iv)           HSBC
BANK USA, NATIONAL ASSOCIATION, BAYERISCHE HYPO - UND VEREINSBANK AG, NEW YORK
BRANCH, and BANK OF TOKYO - MITSUBISHI UFJ TRUST COMPANY, as the Syndication
Agents (the “Syndication
Agents”);

     

    (v)         
  J.P. MORGAN SECURITIES INC., as Arranger (the “Arranger”);
and

     

    (vi)           JPMORGAN
CHASE BANK, N.A., as administrative agent for the Lenders hereunder (and its
successors in such capacity, the “Administrative
Agent”).

     

    W
I T N E S S E T H:

     

    WHEREAS,
the Company is party to that certain Amended and Restated Multi-Currency,
Multi-Option Credit Agreement, dated as of June 22, 2006 (the “Existing Credit
Agreement”), among the Company, Harman Holding GmbH & Co. KG, as an
additional borrower, the several banks and other financial institutions from
time to time parties thereto, HSBC Bank USA, National Association, Bayerische
Hypo - und Vereinsbank AG, New York Branch and Bank of Tokyo-Mitsubishi Trust
Company, as syndication agents, J.P. Morgan Securities Inc., as arranger, and
JPMorgan Chase Bank, N.A., as administrative agent;

     

    WHEREAS,
the parties hereto have agreed to amend and restate the Existing Credit
Agreement as provided in this Agreement to, among other things, (x) permit each
Lender to elect to become an Extended Tranche Lender and to convert its
Commitment and its outstanding Loans (each as defined in the Existing Credit
Agreement) to an Extended Tranche Commitment and Extended Tranche Loans and (y)
provide for the Extended Tranche Obligations (as defined below) to be guaranteed
and secured as provided herein and in the other Loan Documents; and

     

    WHEREAS,
it is the intent of the parties hereto, and the parties hereto agree, that (x)
this Agreement shall not constitute a novation of the obligations and
liabilities existing under the Existing Credit Agreement or evidence repayment
of any of such obligations or liabilities and (y) this Agreement shall amend and
restate in its entirety the Existing Credit Agreement;

     

    NOW,
THEREFORE, in consideration of the premises and the mutual agreements herein
contained, the parties hereto hereby agree that on the date hereof, subject to
the satisfaction of the conditions precedent set forth in subsection 7.1 hereof,
the Existing Credit Agreement shall be, and hereby is, amended and restated in
its entirety as follows:


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SECTION
1

     

    DEFINITIONS

     

    1.1.           Defined
Terms.  As used in this Agreement, the following terms shall
have the following meanings:

     

    “ABR”:  for
any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect
on such day, (b) the Base CD Rate in effect on such day plus 1%, (c) the Federal
Funds Effective Rate in effect on such day plus 1⁄2 of 1% and (d) the Adjusted
Eurocurrency Rate for Dollars for a one month Interest Period on such day (or if
such day is not a Business Day, the immediately preceding Business Day) plus 1%;
provided that,
for the avoidance of doubt, the Adjusted Eurocurrency Rate for any day shall be
based on the rate appearing on the Reuters Screen LIBOR01 Page (or on any
successor or substitute page) at approximately 11:00 a.m. London time on such
day (without any rounding).  Any change in the ABR due to a change in
the Prime Rate, the Base CD Rate, the Federal Funds Effective Rate or the
Adjusted Eurocurrency Rate shall be effective from and including the effective
date of such change in the Prime Rate, the Base CD Rate, the Federal Funds
Effective Rate or the Adjusted Eurocurrency Rate, respectively.

     

    “ABR
Loans”:  Loans in Dollars bearing interest based upon the
ABR.

     

    “Acquisition”:  means
any transaction or series of related transactions for the purpose of, or
resulting in, directly or indirectly, (a) the acquisition by the Company or any
Subsidiary of all or substantially all of the assets of a Person or of any
business or division of a Person or (b) the acquisition by the Company or any
Subsidiary of more than 50% of any class of Voting Stock (or similar ownership
interests) of any Person.

     

    “Additional
Borrower”:  Harman Holding GmbH & Co. KG, a company
organized under the laws of Germany and a Wholly Owned Subsidiary of the
Company.

     

    “Additional Borrower
Obligations”:  a collective reference to both the Original
Tranche Additional Borrower Obligations and the Extended Tranche Additional
Borrower Obligations.

     

    “Additional Borrower
Percentage”:  as of the Restatement Effective Date, with
respect to the Additional Borrower, 66 2/3%;
provided, that
upon written notice by the Borrowers to the Administrative Agent, such
percentage (a) may be increased and/or decreased from time to time and at any
time by the Borrowers, and (b) as of the effective date for any such increase or
decrease specified by the Borrowers in the applicable notice thereof, shall be
the percentage so specified.

     

    “Adjusted Eurocurrency
Rate”:  with respect to any Eurocurrency Loan for any Interest
Period, an interest rate per annum (rounded upwards, if necessary, to the next
1/100 of 1%) equal to (a) the Eurocurrency Rate for such Interest Period
multiplied by (b) the Statutory Reserve Rate.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    “Administrative
Schedule”:  Schedule II to this Agreement, which contains
interest rate definitions and administrative information in respect of each
Currency and each Class and Type of Loan.

     

    “Affiliate”:  as
to any Person, any other Person (other than a Subsidiary) which, directly or
indirectly, is in control of, is controlled by, or is under common control with,
such Person.  For purposes of this definition, “control” of a Person
means the power, directly or indirectly, either to (a) vote 20% or more of the
securities having ordinary voting power for the election of directors of such
Person or (b) direct or cause the direction of the management and policies of
such Person, whether by contract or otherwise.

     

    “Agreement”:  this
Second Amended and Restated Multi-Currency, Multi-Option Credit Agreement, as
amended, supplemented or otherwise modified from time to time.

     

    “Agreement
Currency”:  as defined in subsection 12.8(b).

     

    “Applicable
Margin”:  for each day during each Interest Period in respect
of (a) any Original Tranche Eurocurrency Loan, the margin per annum set forth
below opposite the applicable Ratings category in effect on such
day:

     

    
      
        
          
            	
                    Pricing Level

                    (from
      highest to lowest)

                  	
                    Ratings

                    (S&P/Moody’s)

                  	
                    Applicable Margin

                    (basis
      points)

                  
	
                    1

                  	
                    A-
      or A3 or higher

                  	
                    37.0

                  
	
                    2

                  	
                    BBB+
      or Baa1

                  	
                    40.0

                  
	
                    3

                  	
                    BBB
      or Baa2

                  	
                    50.0

                  
	
                    4

                  	
                    BBB-
      or Baa3

                  	
                    60.0

                  
	
                    5

                  	
                    BB+
      or Ba1

                  	
                    70.0

                  
	
                    6

                  	
                    Lower
      than BB+ or Ba1

                  	
                    90.0

                  


          

        

      

    

    


    and (b)
any Extended Tranche Loan, (i) in the case of an Extended Tranche Eurocurrency
Loan, 4.00% per annum and (ii) in the case of an Extended Tranche ABR Loan,
3.00% per annum.

     

    For
purposes of clause (a) of the foregoing:  (i) if the Rating issued by
Moody’s and the Rating issued by S&P shall fall within different Pricing
Levels (but not more than one (1) Pricing Level apart), then the Applicable
Margin shall be determined by reference to the higher Pricing Level (e.g., if the Rating
issued by S&P is in Pricing Level 1 and the Rating issued by Moody’s is in
Pricing Level 2, then the Applicable Margin shall be determined by reference to
Pricing Level 1); (ii) if the Rating issued by Moody’s and the Rating issued by
S&P shall fall within different Pricing Levels (and by more than one (1)
Pricing Level apart), then the Applicable Margin shall be determined by
reference to the Pricing Level that is one (1) Pricing Level higher than the
lower Pricing Level (e.g., if the Rating
issued by S&P is in Pricing Level 1 and the Rating issued by Moody’s is in
Pricing Level 4, then the Applicable Margin shall be determined by reference to
Pricing Level 3); (iii) if either Moody’s or S&P shall not have in effect a
Rating (other than by reason of the circumstances referred to in the last
sentence of this paragraph), then such rating agency shall be deemed to have
established a rating in Pricing Level 6; and (iv) if either Moody’s or S&P
no longer publishes ratings and the Company and the Administrative Agent cannot
agree on another ratings agency to replace Moody’s or S&P, as the case may
be, then the Rating issued by Moody’s or the Rating issued by S&P which is
still being published, as the case may be, shall be deemed to be the
Rating.  If the rating system of Moody’s or S&P shall change, or
if either such rating agency shall cease to be in the business of rating
corporate debt obligations, the Company and the Lenders shall negotiate in good
faith to amend this definition to reflect such changed rating system or the
unavailability of ratings from such rating agency and pending the effectiveness
of any such amendment, the Applicable Margin shall be determined by reference to
the rating most recently in effect prior to such change or
cessation.


    
      
         


      

      
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    “Applicable
Percentage”:  an individual reference to, with respect to the
Company, the Company Percentage or, with respect to the Additional Borrower, the
Additional Borrower Percentage, but not a collective reference to both the
Company Percentage and the Additional Borrower Percentage.

     

    “Application”:  in
respect of each Letter of Credit issued by an Issuing Bank, an application, in
such form as such Issuing Bank may specify from time to time, requesting
issuance of such Letter of Credit.

     

    “Assessment
Rate”:  for any day as applied to any ABR Loan, the annual
assessment rate in effect on such day that is payable by a member of the Bank
Insurance Fund maintained by the Federal Deposit Insurance Corporation (the
“FDIC”) and
classified as “well-capitalized” and within supervisory subgroup “A” (or a
comparable successor risk classification) within the meaning of 12 C.F.R. Part
327 (or any successor provision) to the FDIC (or any successor) for the FDIC’s
(or such successor’s) insuring of time deposits made in dollars at the offices
of such member in the United States; provided that if, as
a result of any change in any law, rule or regulation, it is no longer possible
to determine the Assessment Rate as aforesaid, then the Assessment Rate shall be
such annual rate as shall be determined by the Administrative Agent to be
representative of the cost of such insurance to the Lenders.

     

    “Asset Prepayment
Percentage”:  with respect to Net Cash Proceeds received after
the Restatement Effective Date by or on behalf of the Company, the Additional
Borrower or any other Subsidiary in respect of one or more Prepayment Events
referred to in clause (a) or (b) of the definition of such term, (i) to the
extent such Net Cash Proceeds are received on or prior to the date that is 180
days following the Restatement Effective Date, (x) for the first $20,000,000 of
aggregate Net Cash Proceeds received during such period from all such Prepayment
Events, 100%, (y) for the next $150,000,000 of aggregate Net Cash Proceeds
received during such period from all such Prepayment Events in respect of
Dispositions of assets that are determined by the Company in good faith not to
be related to core businesses of the Company and its Subsidiaries as conducted
on the Restatement Effective Date, 75%, and (z) for all other Net Cash Proceeds
received during such period from all such Prepayments Events, 100%; and (ii) to
the extent such Net Cash Proceeds are received after the date that is 180 days
following the Restatement Effective Date, (x) for the first $50,000,000 of
aggregate Net Cash Proceeds received after such date from all such Prepayment
Events, 75% and (y) for all subsequent Net Cash Proceeds received after such
date from all such Prepayment Events, 100%.


    
      
         


      

      
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    “Assignee”:  as
defined in subsection 12.6(c).

     

    “Assignment and
Acceptance”:  such Assignment and Acceptance, substantially in
the form of Exhibit
G hereto, executed and delivered pursuant to subsection
12.6(c).

     

    “Availability”:  as
of any date, the aggregate Commitments as of such date minus Exposure
outstanding as of such date; provided, however, that
Availability as of any date shall be reduced to the extent that the condition to
an Extension of Credit set forth in subsection 7.2(c) cannot be satisfied as of
such date.

     

    “Available Foreign
Currencies”:  euro, Pounds Sterling, Danish Kroner, Japanese
Yen, Swedish Krona, Swiss Francs, Hong Kong Dollars, Canadian Dollars, Singapore
Dollars, and any other available and freely-convertible foreign currency
selected by the Company and approved by the Administrative Agent in the manner
described in subsection 12.1(b).

     

    “Average Exchange
Rate”:  for purposes of subsection 9.1(b) and the definition of
“Liquidity Amount”, as of any date for any foreign currency, the arithmetic
average of the rates at which such currency shall have been exchangeable into
Dollars (determined in accordance with the immediately succeeding sentence) on
the last Business Day of each of the 12 calendar months most recently ended on
or prior to such date.  For purposes of this definition, the exchange
rate for any foreign currency as of any date shall be determined by reference to
the applicable Reuters currency page with respect to such currency at or about
11:00 A.M. London time on such date.  In the event that such rate does
not appear on the applicable Reuters currency page, the exchange rate with
respect to such foreign currency shall be determined by reference to such other
publicly available service for displaying exchange rates as may be reasonably
determined by the Company.

     

    “Base CD
Rate”:  the sum of (a) the Three-Month Secondary CD Rate
multiplied by the Statutory Reserve Rate plus (b) the Assessment
Rate.

     

    “Board”:  the
Board of Governors of the Federal Reserve System of the United States (or any
successor).

     

    “Borrower”:  an
individual reference to the Company or the Additional Borrower, but not a
collective reference to both the Company and the Additional
Borrower.

     

    “Borrowers”: a
collective reference to both the Company and the Additional
Borrower.

     

    “Borrowing
Date”:  any Business Day on which a Loan is to be made at the
request of a Borrower under this Agreement.

     

    “Business”:  as
defined in subsection 6.17.

     

    “Business
Day”:  (a) when such term is used in respect of any amounts
denominated or to be denominated in (i) any Available Foreign Currency, a London
Banking Day which is also a day on which banks are open for general banking
business in (x) the city which is the principal financial center of the country
of issuance of such Available Foreign Currency, (y) in the case of euro only,
Frankfurt am Main, Germany (or such other principal financial center as the
Administrative Agent may from time to time nominate for this purpose) and (z)
New York City and (ii) Dollars, (x) in the case of a Eurocurrency Loan, any
fundings, disbursements, payments and settlements in respect of any such
Eurocurrency Loan, or any other dealings to be carried out pursuant to any Loan
Document in respect of any such Eurocurrency Loan, a London Banking Day which is
also a day other than a Saturday or Sunday on which banks are open for general
banking business in New York City, and (y) in the case of an ABR Loan, any
fundings, disbursements, payments and settlements in respect of any such
Eurocurrency Loan, or any other dealings to be carried out pursuant to any Loan
Document in respect of any such ABR Loan, a day other than a Saturday or Sunday
on which banks are open for general banking business in New York City, (b) when
such term is used for the purpose of determining the date on which the
Eurocurrency Rate is determined under this Agreement for any Loan denominated in
euro for any Interest Period therefor and for purposes of determining the first
and last day of any Interest Period, references in this Agreement to Business
Days shall be deemed to be references to Target Operating Days and (c) when such
term is used to describe a day on which a request is to be made to an Issuing
Bank for issuance of a Letter of Credit or on which a Letter of Credit is to be
issued, such term shall mean a day other than a Saturday, Sunday or other day on
which commercial banks in the city in which such Issuing Bank’s Issuing Office
is located.


    
      
         


      

      
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    “Canadian
Dollars”:  the lawful currency of Canada.

     

    “Capital
Expenditures”: for any period, the additions to property, plant and
equipment and other capital expenditures of the Company and the Subsidiaries
that are (or should be) set forth in a consolidated statement of cash flows of
the Company for such period prepared in accordance with GAAP, but excluding in
each case any such expenditure (i) constituting reinvestment of the Net Cash
Proceeds of any event described in clause (a) or (b) of the definition of the
term “Prepayment Event”, to the extent made in accordance with subsection
2.5(b), (ii) made by the Company or any Subsidiary as payment of the
consideration for a Permitted Business Acquisition, (iii) accounted for as a
capital expenditure of the Company or any Subsidiary to the extent that such
expenses actually are paid for or have been reimbursed by a third party
(excluding the Company or any Subsidiary) and for which neither the Company nor
any Subsidiary has provided or is required to provide or incur, directly or
indirectly, any consideration or obligation to such third party or any other
Person (whether before, during or after such period) and (iv) constituting the
purchase price of equipment purchased during such period to the extent the
consideration therefor consists of any combination of (x) used or surplus
equipment traded in at the time of such purchase and (y) the proceeds of a
concurrent sale of used or surplus equipment, in each case in the ordinary
course of business.

     

    “Capital Lease
Obligations”: the obligations of any 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.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    “Capital
Stock”:  any and all shares, interests, participations or other
equivalents (however designated) of capital stock of a corporation, any and all
equivalent ownership interests in a Person (other than a corporation) and any
and all warrants or options to purchase any of the foregoing.

     

    “Cash Collateral
Account”: has the meaning set forth in the Collateral
Agreement.

     

    “Cash
Equivalents”:  (a) marketable direct obligations with
maturities of one year or less from the date of acquisition issued by or fully
guaranteed or insured by (i) the United States Government or any agency or
instrumentality thereof or (ii) any member state of the European Union; (b)
marketable general obligations issued or fully guaranteed by any state,
commonwealth or territory of the United States of America or any political
subdivision, agency or taxing authority of any such state, commonwealth or
territory or any public instrumentality thereof or any other foreign government
or any agency or instrumentality thereof maturing within one year from the date
of acquisition thereof and, at the time of acquisition, which are rated at least
A- by S&P or A-1 by Moody’s; (c) certificates of deposit, time deposits,
eurodollar time deposits, overnight bank deposits, bankers’ acceptances and
repurchase agreements having maturities of one year or less from the date of
acquisition issued, and money market deposit accounts issued or offered, by any
Lender or by any commercial bank organized under the laws of the United States
of America or any state thereof or foreign commercial bank of recognized
standing having combined capital and surplus of not less than $100,000,000 or
any bank (or the parent company of any such bank) whose short-term commercial
paper rating from S&P is at least A-1 or from Moody’s is at least P-2 or an
equivalent rating from another rating agency; (d) commercial paper of an issuer
rated at least A-1 by S&P or P-1 by Moody’s, or carrying an equivalent
rating by a nationally recognized rating agency, if both of the two named rating
agencies cease publishing ratings of investments, and, in either case, maturing
within one year from the date of acquisition; (e) repurchase obligations of any
Lender or of any commercial bank satisfying the requirements of clause (c) of
this definition, having a term of not more than 30 days, with respect to notes
or other securities described in clause (a) of this definition; (f) any notes or
other debt securities or instruments issued by any Person, (i) the payment and
performance of which is premised upon (A) securities issued by any state,
commonwealth or territory of the United States of America or any political
subdivision or taxing authority of such state, commonwealth or territory or any
public instrumentality or agency thereof or any foreign government or (B) loans
originated or acquired by any other Person pursuant to a plan or program
established by any Governmental Authority that requires the payment of not less
than 95% of the outstanding principal amount of such loans to be guaranteed by
(1) a specified Governmental Authority or (2) any other Person (provided that all or
substantially all of such guarantee payments made by such Person are
contractually required to be reimbursed by any other Governmental Authority),
(ii) that are rated at least AAA by S&P and Aaa by Moody’s and (iii) which
are disposed of by the Company or any Subsidiary within one (1) year after the
date of acquisition thereof; (g) shares of money market, mutual or similar funds
that (i) invest in assets satisfying the requirements of clauses (a) through (f)
(or any of such clauses) of this definition, and (ii) have portfolio assets of
at least $1,000,000,000; (h) any other Investment which constitutes a “cash
equivalent” under GAAP as in effect from time to time; and (i) any other notes,
securities or other instruments or deposit-based products consented to in
writing by the Administrative Agent.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    “Change of
Control”:  (a) an event or series of related events by which
(i) any “person” or “group” (as such terms are defined in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended), other than the
Permitted Investor, is or becomes the “beneficial owner” (as defined in Rules
13d-3 and 13d-5 under the Exchange Act, except that a Person shall be deemed to
have “beneficial ownership” of all shares that any such Person has the right to
acquire without condition, other than passage of time, whether such right is
exercisable immediately or only after the passage of time), directly or
indirectly, of more than 50% of the total voting power of the then outstanding
Voting Stock of the Company or (ii) the Company consolidates with or merges into
another corporation or conveys, transfers or leases all or substantially all of
its properties and assets (determined on a consolidated basis for the Company
and its Subsidiaries taken as a whole) to any Person; provided, however, that
notwithstanding anything to the contrary in this definition, transfer of
beneficial ownership of shares held by the Permitted Investor upon the death of
the Permitted Investor to the heirs and devisees of the Permitted Investor shall
not constitute a Change of Control; or (b) the occurrence of  a
“Fundamental Change” (or similar event, however denominated) as defined in the
Convertible Notes Documents or any “change of control” (or similar event,
however denominated) with respect to the Company under and as defined in any
indenture or other agreement or instrument evidencing, governing the rights of
the holders of or otherwise relating to any Material Indebtedness of the Company
or any Subsidiary, in each case which would enable the holders thereof to
require the Company to prepay, repurchase, redeem or defease the Convertible
Notes or such other Material Indebtedness prior to its scheduled
maturity.

     

    “Charges”: as defined
in subsection 12.18.

     

    “Class”: when used in
reference to (a) any Loan, refers to whether such Loan is an Original Tranche
Loan or Extended Tranche Loan and (b) any Commitment, refers to whether such
Commitment is an Original Tranche Commitment or an Extended Tranche
Commitment.

     

    “Code”:  the
Internal Revenue Code of 1986, as amended from time to time.

     

    “Collateral”: any and
all assets, whether real or personal, tangible or intangible, on which Liens are
purported to be granted pursuant to the Collateral Documents as security for the
Extended Obligations.

     

    “Collateral
Agreement”: the Guarantee and Collateral Agreement dated as of March 31,
2009, among the Company, the Additional Borrower, the other Loan Parties and the
Administrative Agent, as amended from time to time and together with all
supplements thereto.

     

    “Collateral and Guarantee
Requirement”: at any time, the requirement that:

     

    (a) the
Administrative Agent shall have received:

     

    (i) from
the Company and each Domestic Subsidiary that is not a Dormant
Subsidiary,

     

    (A) a
counterpart of the Collateral Agreement, and, in the case of the Company, the
Harman International Guarantee, duly executed and delivered on behalf of such
Person or, in the case of any Person that becomes a Domestic Subsidiary that is
not a Dormant Subsidiary after the Restatement Effective Date, a supplement to
the Collateral Agreement, in the form specified therein, duly executed and
delivered on behalf of such Person.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    (B) (I)
counterparts of a Mortgage with respect to each Mortgaged Property owned by the
Company or such Domestic Subsidiary, duly executed and delivered by the record
owner of such Mortgaged Property, (II) a marked, signed commitment or pro forma
followed by a signed policy of title insurance issued by a nationally recognized
title insurance company insuring the Lien of each such Mortgage as a valid and
enforceable first Lien on the Mortgaged Property described therein, free of any
other Liens except as permitted by subsection 9.3, together with such
endorsements, coinsurance and reinsurance as the Administrative Agent may
reasonably request, (III) if any Mortgaged Property is located in an area
determined by the Federal Emergency Management Agency to have special flood
hazards, evidence of such flood insurance as may be required under applicable
law, including Regulation H of the Board, and (IV) such surveys, abstracts,
appraisals, legal opinions and other documents as the Administrative Agent may
reasonably request with respect to any such Mortgage or Mortgaged Property,
and

     

    (C) with
respect to (I) each deposit account maintained by the Company or such Domestic
Subsidiary (other than an Excluded Deposit Account) and (II) each securities
account maintained by the Company or such Domestic Subsidiary with any
securities intermediary, a counterpart, duly executed and delivered by the
Company or such Domestic Subsidiary and by the applicable depositary institution
or securities intermediary, as the case may be, of a control agreement
reasonably acceptable to the Administrative Agent; provided, that the
requirements of this subclause (C) shall not be required to be met until the
date that is 30 days after the date of this Agreement;

     

    (ii) from
each Designated Foreign Subsidiary that is not an Excluded Subsidiary, a
counterpart of (A) the Collateral Agreement or, in the case of any Person that
becomes a Designated Foreign Subsidiary that is not an Excluded Subsidiary after
the Restatement Effective Date, a supplement to the Collateral Agreement in the
form specified therein, in each case duly executed and delivered on behalf of
such Person, and (B) one or more additional Collateral Documents reasonably
acceptable to the Administrative Agent necessary under the laws of the
jurisdiction of such Designated Foreign Subsidiary to create and perfect the
security interests, and to secure the obligations required to be secured, in
accordance with the Collateral Agreement, which additional Collateral Documents,
in the case of Harman Becker Automotive Systems GmbH when it is required under
Section 8.11(b) to meet the requirements of this definition and any future
Designated Foreign Subsidiary organized in Germany that is not an Excluded
Subsidiary, will be comparable to those entered into on the Restatement
Effective Date by the other Designated Foreign Subsidiaries organized in
Germany; and

     

    (iii)
documents and opinions of the type referred to in paragraphs (b) and (c) of
subsection 7.1 with respect to each such Domestic Subsidiary and Designated
Foreign Subsidiary, all in form and substance reasonably satisfactory to the
Administrative Agent and addressing such other customary matters as the
Administrative Agent may reasonably request;


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    (b) the
Administrative Agent shall have received, to the extent required by the
Collateral Agreement or any other Collateral Document, certificates or other
instruments representing all Capital Stock in any Subsidiary owned by or on
behalf of any Loan Party, together with undated stock powers or other
instruments of transfer with respect thereto endorsed in blank;

     

    (c) (i)
all Indebtedness of the Company and each other Subsidiary owing to any Loan
Party shall be evidenced by a promissory note (which may be a global
intercompany note) and (ii) all such Indebtedness described under clause (i),
and all Indebtedness of any other Person in a principal amount of $5,000,000 or
more owing to any Loan Party that is evidenced by a promissory note of which a
Responsible Officer is aware, shall have been pledged pursuant to the Collateral
Documents to the Administrative Agent, and the Administrative Agent shall
receive any promissory notes in respect thereof, together with undated
instruments of transfer with respect thereto endorsed in blank, to the extent
required by the Collateral Agreement or any other Collateral
Document;

     

    (d) all
documents and instruments, including Uniform Commercial Code financing
statements, as are necessary or appropriate, in the Administrative Agent’s
reasonable discretion, to create or perfect the Liens intended to be created by
the Collateral Documents shall have been filed, registered or recorded, to the
extent the applicable Loan Party is required to do so, or delivered to the
Administrative Agent for filing, registration or recording; and

     

    (e) to
the extent reasonably requested by the Administrative Agent, each Loan Party
shall have used commercially reasonable efforts to obtain all consents and
approvals required to be obtained by it in connection with the execution and
delivery of the Collateral Agreement and all Collateral Documents to which it is
a party, the performance of its obligations under the Collateral Agreement and
such Collateral Documents and the granting by it of the Liens under such
Collateral Documents.

     

    The
foregoing definition shall not require the creation or perfection of pledges of
or security interests in, or the obtaining of title insurance, legal opinions or
other deliverables with respect to, particular assets of the Loan Parties if and
for so long as the Administrative Agent, in consultation with the Company,
determines that the cost of creating or perfecting such pledges or security
interests in such assets, or obtaining such title insurance, legal opinions or
other deliverables in respect of such assets, shall be excessive in view of the
benefits to be obtained by the Lenders therefrom.  The Administrative
Agent may grant extensions of time for the creation and perfection of security
interests in or the obtaining of legal opinions or other deliverables with
respect to particular assets or the provision of any guarantee by any Subsidiary
(including extensions beyond the Restatement Effective Date) where it determines
that such action cannot be accomplished without undue effort or expense by the
time or times at which it would otherwise be required to be accomplished by this
Agreement or the Collateral Documents.


    
      
         


      

      
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    Notwithstanding
the foregoing, after the Restatement Effective Date, the term “Collateral and
Guarantee Requirement” shall not require the creation of any new security
interest or the provision of any new guarantee that would violate Section 4.08
of the Convertible Notes Indenture.

     

    “Collateral
Documents”: the Collateral Agreement, the Foreign Pledge Agreements, the
IP Security Agreements, the Mortgages, the Control Agreements and each other
agreement, instrument or document executed and delivered by any Loan Party to
guarantee or secure any of the Secured Obligations.

     

    “Commercial Letter of
Credit”:  as defined in subsection 4.1(b).

     

    “Commitment”:  an
Original Tranche Commitment or an Extended Tranche Commitment, as the context
may require.

     

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

     

    “Commitment
Period”:  the Original Tranche Commitment Period or the
Extended Tranche Commitment Period, as the context may require.

     

    “Committed Rate
Loan”:  a Loan made pursuant to subsection 2.1(a).

     

    “Commonly Controlled
Entity”:  any entity (whether or not incorporated) that,
together with the Company is treated as a single employer under Section 414(b)
or (c) of the Code or, for purposes of Section 412 of the Code and Section 302
of ERISA, Section 414 of the Code.

     

    “Company
Obligations”:  a collective reference to both the Original
Tranche Company Obligations and the Extended Tranche Company
Obligations.

     

    “Company
Percentage”:  as of the Restatement Effective Date, with
respect to the Company, 33 1/3%;
provided, that
upon written notice by the Borrowers to the Administrative Agent, such
percentage (a) may be increased and/or decreased from time to time and at any
time by the Borrowers, and (b) as of the effective date for any such increase or
decrease specified by the Borrowers in the applicable notice thereof, shall be
the percentage so specified.

     

    “Company Reinvestment
Percentage”:  with respect to Net Cash Proceeds received after
the Restatement Effective Date by or on behalf of the Company, the Additional
Borrower or any other Subsidiary in respect of one or more Prepayment Events
referred to in clause (a) or (b) of the definition of such term, (i) to the
extent such Net Cash Proceeds are received on or prior to the date that is 180
days following the Restatement Effective Date, (x) for the first $20,000,000 of
aggregate Net Cash Proceeds received during such period from all such Prepayment
Events, 100%, (y) for the next $150,000,000 of aggregate Net Cash Proceeds
received during such period from all such Prepayment Events during in respect of
Dispositions of assets that are not core to the business of the Company and its
Subsidiaries as conducted on the Restatement Effective Date, 25%, and (z) for
all other Net Cash Proceeds received during such period from all such
Prepayments Events, 0%; and (ii) to the extent such Net Cash Proceeds are
received after the date that is 180 days following the Restatement Effective
Date, (x) for the first $50,000,000 of aggregate Net Cash Proceeds received
after such date from all such Prepayment Events, 25% and (y) for all subsequent
Net Cash Proceeds received after such date from all such Prepayment Events,
0%.


    
      
         


      

      
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    “Competitive Advance
Loan”:  as defined in subsection 3.1.

     

    “Competitive Bid
Notice”:  a notice in substantially the form of Exhibit B
hereto.

     

    “Competitive Bid
Request”:  a notice in substantially the form of Exhibit C
hereto.

     

    “Consolidated Current
Assets”:  at any date, the sum of (i) 70% of the net book value
of the accounts receivable of the Company and its Subsidiaries, plus (ii) 35% of the
net book value of the inventory of the Company and its Subsidiaries, plus (iii)
Unrestricted Cash, in an amount not to exceed $25,000,000, collectively held by
the Company and its Subsidiaries in deposit accounts which are subject to
perfected Liens securing the Secured Obligations and are maintained by the
Company and its Subsidiaries with one or more Extended Tranche Lenders, in each
case as shown on a consolidated balance sheet of the Company as of such date and
determined in accordance with GAAP.

     

    “Consolidated
EBITDA”:  for any period, Consolidated Net Income for such
period, plus,
to the extent reflected as a charge in the statement of such Consolidated Net
Income for such period, the sum of (a) taxes, (b) interest, (c) amortization or
write-off of debt discount and debt issuance costs and commissions, discounts
and other fees and charges associated with Indebtedness (including the Loans),
(d) depreciation and amortization, (e) amortization of intangibles (including
but not limited to goodwill) and organization costs, (f) any extraordinary,
unusual or non-recurring expenses or losses (including, whether or not otherwise
includable as a separate item in the statement of such Consolidated Net Income
for such period, non-cash losses on Dispositions outside the ordinary course of
business), provided that cash
expenses or losses added pursuant to this clause (f) shall be limited to
restructuring charges in an aggregate amount not to exceed $100,000,000 for any
period of four consecutive fiscal quarters, and (g) any other non-cash charges
(excluding any non-cash charge that will result in a cash expenditure in a
future period), and minus, to the extent
included in determining Consolidated Net Income for such period, (i) any
extraordinary, unusual or non-recurring income or gains (including, whether or
not otherwise includable as a separate item in the statement of Consolidated Net
Income for such period, gains on Dispositions outside of the ordinary course of
business) and (ii) any other non-cash items of income for such period (excluding
any non-cash items of income in respect of which cash will be received in a
future period).

     

    “Consolidated Net
Income”:  for any period, the net income of the Company and its
Subsidiaries for such period, determined on a consolidated basis in accordance
with GAAP.

     

    “Consolidated Total
Debt”:  at any date, without duplication, the aggregate
principal amount of all Indebtedness (including the current portion thereof) of
the Company and its consolidated Subsidiaries at such date (but excluding (x)
any Indebtedness owing by (A) the Company to any Subsidiary and (B) any
Subsidiary to the Company or any other Subsidiary and (y) Guarantee Obligations
(except to such extent any amounts are due and payable at such date)),
determined on a consolidated basis in accordance with GAAP.


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


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

     

    “Control Agreement”:
with respect to any deposit account or securities account maintained by any Loan
Party, a control agreement in form and substance reasonably satisfactory to the
Administrative Agent, duly executed and delivered by such Loan Party and the
depositary bank or the securities intermediary, as the case may be, with which
such account is maintained, as amended, supplemented or otherwise modified from
time to time.

     

    “Convertible
Notes”:  the 1.25% Convertible Senior Notes due 2012, issued by
the Company on October 23, 2007, and the Indebtedness represented
thereby.

     

    “Convertible Notes
Documents”:   the Convertible Notes Indenture and all
other instruments, agreements and other documents evidencing or governing the
Convertible Notes or providing for any Guarantee Obligations or other right in
respect thereof.

     

    “Convertible Notes
Indenture”:  the Indenture dated as of October 23, 2007,
between the Company, as issuer, and Wells Fargo Bank, National Association, as
trustee, under which the Convertible Notes are issued, as amended, supplemented
or otherwise modified from time to time in compliance with this
Agreement.

     

    “Currencies”:  the
collective reference to Dollars and the Available Foreign
Currencies.

     

    “Danish
Kroner”:  the lawful currency of Denmark.

     

    “Default”:  any
event or condition that upon notice, the lapse of time, or both, would
constitute an Event of Default.

     

    “Designated Foreign
Subsidiary”: the Additional Borrower and each Subsidiary organized under
the laws of Germany or Canada, provided that Harman
Becker Automotive Systems GmbH shall not be a Designated Foreign Subsidiary
until such time as it shall be required to meet the Collateral and Guarantee
Requirement pursuant to subsection 8.11(b).

     

    “Disposition”: as
defined in subsection 9.5.

     

    “Disqualified
Stock”:  Capital Stock that by its terms (or by the terms of
any security into which it is convertible or for which it is exchangeable,
either mandatorily or at the option of the holder thereof), or upon the
happening of any event or condition: (a) requires the payment of any dividends
or distributions (other than dividends or distributions payable solely in shares
of Capital Stock that do not constitute Disqualified Stock) prior to the date
that is 180 days after the Extended Tranche Termination Date, (b) matures or is
mandatorily redeemable or subject to mandatory repurchase or redemption or
repurchase at the option of the holders thereof, in whole or in part and whether
upon the occurrence of any event, pursuant to a sinking fund obligation, on a
fixed date or otherwise, or is convertible or exchangeable at the option of the
holder thereof for Indebtedness or Capital Stock (other than Capital Stock that
does not constitute Disqualified Stock), in each case prior to the date that is
180 days after the Extended Tranche Termination Date; provided, however, that Capital
Stock that would not constitute Disqualified Stock but for terms thereof giving
holders thereof the right to require the issuer thereof to redeem or purchase
such Capital Stock upon the occurrence of an “asset sale” or a “change of
control” shall not constitute a Disqualified Stock if any such requirement
becomes operative only after repayment in full of all the Obligations (other
than contingent indemnification obligations for which no claim has been made),
the cancellation or expiration of all Letters of Credit and the termination of
the Commitments.


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    “Dollar Equivalent
Amount”:  with respect to the amount of any Available Foreign
Currency on any date, the equivalent amount in Dollars of such amount of
Available Foreign Currency, as determined by the Administrative Agent on such
date using the Exchange Rate.

     

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

     

    “Domestic Exposure
Cap”:  $180,000,000.

     

    “Domestic Loan Party”:
the Company or any other Loan Party that is a Domestic Subsidiary.

     

    “Domestic
Subsidiary”:  any Subsidiary that is not (x) a Foreign
Subsidiary, (y) a Qualified CFC Holding Company (as defined in the Collateral
Agreement), or (z) Harman KG Holding, LLC.

     

    “Dormant
Subsidiary”:  any Subsidiary that engages in no business or
operations and owns substantially no assets.

     

    “EMU”:  Economic
and Monetary Union as contemplated in the Treaty on European Union.

     

    “EMU
Legislation”:  the legislative measures of the European Council
(including European Council regulations) for the introduction of, changeover to
or operation of a single or unified European currency (whether known as the euro
or otherwise), being in part the implementation of the third stage of
EMU.

     

    “Environmental
Laws”:  any and all foreign, Federal, state, local or municipal
laws, rules, orders, regulations, statutes, ordinances, codes, judgments,
orders, decrees, enforceable requirements of any Governmental Authority or other
Requirements of Law (including common law) regulating, relating to or imposing
liability or standards of conduct concerning protection of human health or the
environment, as now or may at any time hereafter be in effect, in each case that
is applicable to the Company or any of its Subsidiaries.

     

    “Equity Prepayment
Percentage”:  50%; provided that, for
any date on which the ratio of (a) Consolidated Total Debt as of such date to
(b) Consolidated EBITDA for the period of four consecutive fiscal quarters of
the Company then most recently ended for which financial statements have been
delivered pursuant to subsection 8.1(a) or (b) is less than 2:00 to 1:00, the
“Equity Prepayment Percentage” shall be 0%.


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


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

     

    “euro”:  the
single currency of Participating Member States of the European Union in
accordance with the EMU Legislation.

     

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

     

    “Eurocurrency
Loan”:  any Loan bearing interest based upon a Eurocurrency
Rate.

     

    “Eurocurrency
Rate”:  in respect of each Currency, the rate determined as the
Eurocurrency Rate for such Currency in the manner set forth in the
Administrative Schedule.

     

    “Event of
Default”:  any of the events specified in Section 10, provided that any
requirement for the giving of notice, the lapse of time, or both, or any other
condition, has been satisfied.

     

    “Exchange
Rate”:  with respect to any Available Foreign Currency on any
date, the rate at which such Available Foreign Currency may be exchanged into
Dollars, as set forth on such date on the applicable Reuters currency page with
respect to such currency at or about 11:00 A.M. London time on such
date.  In the event that such rate does not appear on the applicable
Reuters currency page, the “Exchange Rate” with respect to such Available
Foreign Currency shall be determined by reference to such other publicly
available service for displaying exchange rates as may be agreed upon by the
Administrative Agent and the Company or, in the absence of such agreement, such
“Exchange Rate” shall instead be the Administrative Agent’s spot rate of
exchange in the London interbank market or other market where its foreign
currency exchange operations in respect of such Available Foreign Currency are
then being conducted, at or about 10:00 A.M., local time, at such date for the
purchase of Dollars with such Available Foreign Currency, for delivery two
Business Days later; provided, that if at
the time of any such determination, no such spot rate can reasonably be quoted,
the Administrative Agent may in consultation with the Company use any reasonable
method as it deems applicable to determine such rate, and such determination
shall be conclusive absent manifest error.

     

    “Excluded Deposit
Account”:  (a) any deposit account the funds in which are used,
in the ordinary course of business, primarily for, and do not at any time exceed
amounts reasonably required for, the payment of salaries and wages, workers’
compensation and similar expenses, (b) local operating accounts of Foreign
Subsidiaries the funds in which are used, in the ordinary course of business,
primarily for, and do not at any time exceed amounts reasonably required for,
the working capital requirements of such Subsidiaries and (c) other deposit
accounts the daily balances in which do not at any time exceed $22,500,000 in
aggregate funds for all such accounts).


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    “Excluded
Subsidiary”:  any Designated Foreign Subsidiary (a) that is
prohibited by applicable law from guaranteeing the Extended Tranche Obligations,
(b) that is an Immaterial Subsidiary or (c) with respect to which the
Administrative Agent, in consultation with the Company, has determined that the
cost of providing a guarantee shall be excessive in view of the benefits to be
obtained by the Extended Tranche Lenders therefrom.

     

    “Excluded
Taxes”:  with respect to the Administrative Agent, any Lender,
any Issuing Bank or any other recipient of any payment to be made by or on
account of any obligation of a Borrower hereunder, (a) taxes imposed on or
measured by its overall net income (however denominated), and franchise taxes
imposed on it (in lieu of net income taxes), by the jurisdiction (or any
political subdivision thereof) 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 a Borrower is located and (c) in the case of
any Lender, any withholding tax that is imposed on amounts payable to such
Lender at the time such Lender becomes a party hereto (or designates a new
lending office) or is attributable to such Lender’s failure or inability to
comply with subsection 5.5(b) except to the extent that such 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 a Borrower with
respect to such withholding tax pursuant to subsection 5.5(a), in the case of
each of (a), (b) and (c), together with any interest, additions to tax and
penalties applicable thereto.

     

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

     

    “Exposure”:  at
any date, the aggregate amount of the Original Tranche Exposure and the Extended
Tranche Exposure.

     

    “Extended Tranche Additional
Borrower Obligations”:  the unpaid principal of and interest on
the Extended Tranche Loans made to the Additional Borrower and all other
financial liabilities of the Additional Borrower to the Administrative Agent
(other than in respect of Original Tranche Loans) or any Extended Tranche Lender
(including, without limitation, interest accruing after the maturity or earlier
acceleration of the Extended Tranche Loans to the Additional Borrower and
interest accruing on the Extended Tranche Loans at the then-applicable rate
provided in this Agreement after the filing of any petition in bankruptcy, or
the commencement of any insolvency, reorganization or like proceeding, relating
to the Additional Borrower, whether or not a claim for post-filing or post
petition interest is allowed or allowable in such proceeding), whether direct or
indirect, absolute or contingent, due or become due, now existing or hereafter
incurred, which may arise under, out of, or in connection with, this Agreement,
the Extended Tranche Loans made to the Additional Borrower, or any other
document made, delivered or given in connection therewith, in each case whether
on account of principal, interest, indemnities, costs, expenses (including,
without limitation, all fees and disbursements of counsel to the Administrative
Agent or any Original Tranche Lender) or otherwise.

     

    “Extended Tranche
Commitment”:  as to any Extended Tranche Lender, the obligation
of such Extended Tranche Lender to make and/or acquire participating interests
in Extended Tranche Loans and issue and/or acquire participating interests in
Letters of Credit hereunder in an aggregate Dollar Equivalent Amount at any one
time outstanding not to exceed the amount set forth opposite such Extended
Tranche Lender’s name on Schedule I, as such
amount may be changed from time to time in accordance with the provisions of
this Agreement.


    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    “Extended Tranche Commitment
Percentage”:  as to any Extended Tranche Lender at any time,
the percentage which such Lender’s Extended Tranche Commitment then constitutes
of the aggregate Extended Tranche Commitments (or, at any time after the
Extended Tranche Commitments shall have expired or terminated, the percentage
which the amount of such Lender’s Extended Tranche Exposure then outstanding
constitutes of the aggregate amount of the Extended Tranche Exposure of all the
Lenders then outstanding).

     

    “Extended Tranche Commitment
Period”:  the period from and including the Restatement
Effective Date to but not including the Extended Tranche Termination Date or
such earlier date on which the Extended Tranche Commitments shall terminate as
provided herein.

     

    “Extended Tranche Committed
Rate Loan”:  a Committed Rate Loan that is an Extended Tranche
Loan; an Extended Tranche Committed Rate Loan bearing interest based upon the
ABR shall be an “Extended Tranche Committed
Rate ABR Loan”, and an Extended Tranche Committed Rate Loan bearing
interest based upon the Eurocurrency Rate shall be an “Extended Tranche Committed
Rate Eurocurrency Loan”.

     

    “Extended Tranche Company
Obligations”:  the unpaid principal of and interest on the
Extended Tranche Loans made to the Company, all Reimbursement Obligations in
respect of Letters of Credit owing (x) to any Issuing Bank for which such
Issuing Bank shall not have been reimbursed by Lenders or (y) to any Extended
Tranche Lender in respect of participations acquired by such Extended Tranche
Lender in such Reimbursement Obligations, and all other financial liabilities of
the Company to the Administrative Agent (other than in respect of Original
Tranche Loans), any Issuing Bank (other than in respect of Reimbursement
Obligations reimbursed by Lenders) or any Extended Tranche Lender (including,
without limitation, interest accruing at the then-applicable rate provided in
this Agreement after the filing of any petition in bankruptcy, or the
commencement of any insolvency, reorganization or like proceeding, relating to
the Company, whether or not a claim for post-filing or post petition interest is
allowed or allowable in such proceeding), whether direct or indirect, absolute
or contingent, due or to become due, now existing or hereafter incurred, which
may arise under, out of, or in connection with, this Agreement, the other Loan
Documents, the Extended Tranche Loans made to the Company, the Letters of
Credit, or any other document made, delivered or given in connection therewith,
in each case whether on account of principal, interest, reimbursement
obligations, fees, indemnities, costs, expenses (including, without limitation,
all fees and disbursements of counsel to the Administrative Agent, any Issuing
Bank or any Extended Tranche Lender) or otherwise.

     

    “Extended Tranche
Exposure”: at any date, the aggregate Dollar Equivalent Amount of (a) all
Extended Tranche Loans then outstanding and (b) the aggregate amount of each
Extended Tranche Lender’s Commitment Percentage multiplied by the L/C
Obligations then outstanding.

     

    “Extended Tranche
Lender”:  a Lender that has elected to become an Extended
Tranche Lender and to convert its Commitment and its outstanding Loans (each as
defined in the Existing Credit Agreement) to an Extended Tranche Commitment and
Extended Tranche Loans pursuant to subsection 1.4.


    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    “Extended Tranche
Loan”:  any Loan (a) outstanding on the Restatement Effective
Date that has been converted into an Extended Tranche Loan pursuant to
subsection 1.4 or (b) made by an Extended Tranche Lender after the Restatement
Effective Date pursuant to this Agreement.

     

    “Extended Tranche
Obligations”: the Extended Tranche Company Obligations and the Extended
Tranche Additional Borrower Obligations.

     

    “Extended Tranche Termination
Date”:  December 31, 2011.

     

    “Extensions of
Credit”:  the collective reference to Loans made and Letters of
Credit issued under this Agreement.

     

    “Facility Fee
Rate”:  for each day during each fiscal quarter of the Company,
(a) in respect of any Original Tranche Commitments, the rate per annum set forth
below opposite the applicable Ratings category in effect during the immediately
preceding fiscal quarter:

     

    
      
        
          
            
              
                
                  	
                          Pricing Level

                          (from
      highest to lowest)

                        	
                          Ratings

                          (S&P/Moody’s)

                        	
                          Facility Fee

                          (basis
      points)

                        
	
                          1

                        	
                          A-
      or A3 or higher

                        	
                          8.0

                        
	
                          2

                        	
                          BBB+
      or Baa1

                        	
                          10.0

                        
	
                          3

                        	
                          BBB
      or Baa2

                        	
                          12.5

                        
	
                          4

                        	
                          BBB-
      or Baa3

                        	
                          15.0

                        
	
                          5

                        	
                          BB+
      or Ba1

                        	
                          17.5

                        
	
                          6

                        	
                          Lower
      than BB+ or Ba1

                        	
                          22.5

                        


                

              

            

          

        

      

    

    


    and (b)
in respect of any Extended Tranche Commitments, 1.00% per annum.

     

    For
purposes of clause (a) of the foregoing:  (i) if the Rating issued by
Moody’s and the Rating issued by S&P shall fall within different Pricing
Levels (but not more than one (1) Pricing Level apart), then the Facility Fee
shall be determined by reference to the higher Pricing Level (e.g., if the Rating
issued by S&P is in Pricing Level 1 and the Rating issued by Moody’s is in
Pricing Level 2, then the Facility Fee shall be determined by reference to
Pricing Level 1); (ii) if the Rating issued by Moody’s and the Rating issued by
S&P shall fall within different Pricing Levels (and by more than one (1)
Pricing Level apart), then the Facility Fee shall be determined by reference to
the Pricing Level that is one (1) Pricing Level higher than the lower Pricing
Level (e.g., if
the Rating issued by S&P is in Pricing Level 1 and the Rating issued by
Moody’s is in Pricing Level 4, then the Facility Fee shall be determined by
reference to Pricing Level 3); (iii) if either Moody’s or S&P shall not have
in effect a Rating (other than by reason of the circumstances referred to in the
last sentence of this paragraph), then such rating agency shall be deemed to
have established a rating in Pricing Level 6; and (iv) if either Moody’s or
S&P no longer publishes ratings and the Company and the Administrative Agent
cannot agree on another ratings agency to replace Moody’s or S&P, as the
case may be, then the Rating issued by Moody’s or the Rating issued by S&P
which is still being published, as the case may be, shall be deemed to be the
Rating.  If the rating system of Moody’s or S&P shall change, or
if either such rating agency shall cease to be in the business of rating
corporate debt obligations, the Company and the Lenders shall negotiate in good
faith to amend this definition to reflect such changed rating system or the
unavailability of ratings from such rating agency and pending the effectiveness
of any such amendment, the Facility Fee shall be determined by reference to the
rating most recently in effect prior to such change or
cessation.


    
      
         


      

      
        18

        
          

        

      

      
         


      

    


    “Federal Funds Effective
Rate”:  for any day, the rate of interest per annum (rounded
upwards, if necessary, to the next 1/100 of 1%) of the weighted average of the
rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers, as published on the next
succeeding Business Day by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day 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.

     

    “Fee
Letter”:  the letter agreement, dated May 13, 2005, among the
Company, J.P. Morgan Securities Inc. and JPMorgan Chase Bank, N.A., as amended
by the letter agreement, dated June 22, 2006, among the Company, the Additional
Borrower, J.P. Morgan Securities Inc. and JPMorgan Chase Bank, N.A.

     

    “First Restatement Effective
Date”:  June 22, 2006.

     

    “Foreign Loan Party”:
the Additional Borrower or any other Loan Party that is a Foreign
Subsidiary.

     

    “Foreign Pledge
Agreement”: a pledge or charge agreement with respect to Capital Stock in
a Foreign Subsidiary in form and substance reasonably satisfactory to the
Administrative Agent, as amended, supplemented or otherwise modified from time
to time.

     

    “Foreign Subsidiary”:
(i) any Subsidiary that is not incorporated, formed or organized under the laws
of the United States of America, any State thereof, the District of Columbia or
any of the territories or possessions of the United States of America or any
political subdivision thereof and (ii) any Subsidiary of any Subsidiary
described in the foregoing clause (i).

     

    “Funding
Office”:  for each Class and Type of Loan and each Currency,
the Funding Office set forth in respect thereof in the Administrative
Schedule.

     

    “Funding
Time”:  for each Class and Type of Loan and each Currency, the
Funding Time set forth in respect thereof in the Administrative
Schedule.

     

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


    
      
         


      

      
        19

        
          

        

      

      
         


      

    


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

     

    “Guarantee
Obligation”:  as to any Person, any obligation, contingent or
otherwise of such Person guaranteeing any Indebtedness of any other third Person
(the “primary
obligor”) in any manner, whether directly or indirectly, and including,
without limitation, any obligation of the guaranteeing Person (i) to purchase
any such Indebtedness or any property constituting direct or indirect security
therefor, (ii) to advance or supply funds (1) for the purchase or payment of any
such Indebtedness or (2) to maintain working capital or equity capital of the
primary obligor or otherwise to maintain the net worth or solvency of the
primary obligor so as to enable such primary obligor to pay such Indebtedness,
(iii) to purchase property, securities or services for the purpose of assuring
the owner of any such Indebtedness of the ability of the primary obligor to make
payment of such Indebtedness or (iv) otherwise to protect the owner of any such
Indebtedness against loss in respect thereof; provided, however, that the
term Guarantee Obligation shall not include (x) any liability by endorsement of
instruments for deposit or collection or similar transactions in the ordinary
course of business, (y) indemnification obligations of the Company or any of its
Subsidiaries entered into in the ordinary course of business or (z) obligations
of the Company or any of its Subsidiaries under arrangements entered into in the
ordinary course of business whereby the Company or such Subsidiary sells goods
or inventory to other Persons under agreements obligating the Company or such
Subsidiary to repurchase such goods or inventory, at a price not exceeding the
original sale price, upon the occurrence of certain specified
events.  The amount of any Guarantee Obligation of any guaranteeing
Person at any time shall be deemed to be the lower of (a) an amount equal to the
stated or determinable amount of the Indebtedness in respect of which such
Guarantee Obligation is made at such time and (b) the maximum amount for which
such guaranteeing Person may be liable pursuant to the terms of the instrument
embodying such Guarantee Obligation at such time, unless such Indebtedness and
such maximum amount for which such guaranteeing Person may be liable are not
stated or determinable, in which case the amount of such Guarantee Obligation
shall be such guaranteeing Person’s maximum reasonably anticipated liability in
respect thereof as determined by the Company in good faith at such time; provided, however, that for
purposes of this definition the liability of the guaranteeing Person with
respect to any obligation as to which a third Person or Persons are jointly or
jointly and severally liable as a guarantor or otherwise as contemplated hereby
and have not defaulted on its or their portions thereof shall be only as to its
pro rata portion of such
obligation.

     

    “Harman International
Guarantee”:  the Guarantee, dated as of June 22, 2006, made by
the Company in favor of the Administrative Agent, on behalf of the Lenders, as
amended, modified or supplemented from time to time.

     

    “Hedging
Agreement”:  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, any similar
transaction or any combination of the foregoing 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 Company or the Subsidiaries shall be a Hedging Agreement.


    
      
         


      

      
        20

        
          

        

      

      
         


      

    


    “Hong Kong
Dollars”:  the lawful currency of Hong Kong.

     

    “Immaterial
Subsidiary”:  any Subsidiary for which (a) the consolidated
total assets of such Subsidiary constitute less than or equal to $10,000,000
and, collectively with all Immaterial Subsidiaries, less than or equal to 5% of
the consolidated total assets of the Company and (b) the consolidated revenues
of such Subsidiary constitute less than or equal to 1% of the consolidated
revenues of the Company and, collectively with all Immaterial Subsidiaries, less
than or equal to 5% of the consolidated revenues of the Company, in each case as
of the end of or for the most recent period of four consecutive fiscal quarters
of the Company for which financial statements have been delivered pursuant to
subsection 8.1(a) or (b).

     

    “Indebtedness”:  of
any Person at any date, without duplication, all indebtedness of such Person
(other than current trade liabilities and indemnification obligations incurred
in the ordinary course of business), as reflected on the balance sheet of such
Person prepared in accordance with GAAP and all Guarantee Obligations of such
Person, except that where such indebtedness or Guarantee Obligation of such
Person is made jointly, or jointly and severally, with any third party or
parties other than any consolidated Subsidiary of such Person, the amount
thereof for the purpose of this definition only shall be the pro rata portion
thereof payable by such Person, so long as such third party or parties have not
defaulted on its or their joint and several portions thereof.

     

    “Initial Closing
Date”:  June 28, 2005.

     

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

     

    “Insolvent”:  pertaining
to a condition of Insolvency.

     

    “Intellectual
Property”:  as defined in subsection 6.9.

     

    “Interest Payment
Date”:  (a) as to any ABR Loan, the last day of each March,
June, September and December to occur while such Loan is outstanding, and (x) in
the case of an Original Tranche ABR Loan, the Original Tranche Termination Date
and (y) in the case of an Extended Tranche ABR Loan, the Extended Tranche
Termination Date, (b) as to any Committed Rate Eurocurrency Loan having an
Interest Period of three months or less, the last day of such Interest Period,
(c) as to any Committed Rate Eurocurrency Loan having an Interest Period longer
than three months, each day which is three months, or a whole multiple thereof,
after the first day of such Interest Period and the last day of such Interest
Period and (d) as to any Competitive Advance Loan, the date or dates agreed upon
by the Company and the Lender at the time the terms of such Competitive Advance
Loan are determined as provided in Section 3.

     

    “Interest
Period”:  with respect to any Committed Rate Eurocurrency
Loan:

     

    (i)     
       initially, the period commencing on
the borrowing, continuation or conversion date, as the case may be, with respect
to such Eurocurrency Loan and ending one, two, three or six (or, if agreed to by
all Lenders, nine or twelve) months thereafter, as selected by the applicable
Borrower of such Loan in its Notice of Borrowing, Notice of Continuation or
Notice of Conversion, as the case may be, given with respect thereto;
and


    
      
         


      

      
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    (ii)    
       thereafter, each period commencing on
the last day of the next preceding Interest Period applicable to such
Eurocurrency Loan and ending one, two, three or six (or, if agreed to by all
Lenders, nine or twelve) months thereafter, as selected by the applicable
Borrower of such Loan by a Notice of Continuation with respect
thereto;

     

    provided that, all of
the foregoing provisions relating to Interest Periods are subject to the
following:

     

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

     

    (2)  
         if any Original Tranche
Committed Rate Loans shall be outstanding, any Interest Period (x) in respect of
a Committed Rate Eurocurrency Loan that begins prior to the Original Tranche
Termination Date and would otherwise extend beyond the Original Tranche
Termination Date shall end on the Original Tranche Termination Date and (y) in
respect of an Extended Tranche Committed Rate Eurocurrency Loan that would
otherwise extend beyond the Extended Tranche Termination Date shall end on the
Extended Tranche Termination Date; and

     

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

     

    “Investments” has the
meaning specified in subsection 9.7.

     

    “IP Security
Agreements”: has the meaning assigned to such term in the Collateral
Agreement.

     

    “ISP”:  the
“International Standby Practices 1998” as published by the Institute of
International Banking Law and Practice (or such later version thereof as may be
in effect from time to time).

     

    “Issuing
Bank”:  each Lender listed as an Issuing Bank in Schedule
IV.

     

    “Issuing
Office”:  in respect of each Issuing Bank, the Issuing Office
set forth for such Issuing Bank in Schedule IV.


    
      
         


      

      
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    “Japanese
Yen”:  the lawful currency of Japan.

     

    “JPMorgan
Chase”:  JPMorgan Chase Bank, N.A.

     

    “Judgment
Currency”:  as defined in subsection 12.8(b).

     

    “L/C Cash
Account”:  a cash collateral account established at the office
of an Issuing Bank specified by such Issuing Bank to the Company, in the name of
such Issuing Bank, established for the purposes of subsection 4.10.

     

    “L/C
Obligations”:  at any time, an amount equal to the sum of (a)
the aggregate then undrawn and unexpired amount of the then outstanding Letters
of Credit, (b) the aggregate amount of drawings under Letters of Credit which
have not then been reimbursed pursuant to subsection 4.5(a) and (c) the face
amount of each outstanding and accepted Time Draft.

     

    “L/C
Participant”:  in respect of each Letter of Credit, each Lender
(other than the Issuing Bank in respect of such Letter of Credit) in its
capacity as the holder of a participating interest in such Letter of
Credit.

     

    “Letter of
Credit”:  as defined in subsection 4.1(b)(i).

     

    “Lien”:  any
mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance,
lien (statutory or other), title defect, charge or other security interest or
any preference, priority or other security agreement or preferential arrangement
of any kind or nature whatsoever (including, without limitation, any conditional
sale or other title retention agreement).

     

    “Liquidity
Amount”:  as of any date, the sum of (x) the aggregate Dollar
amount of Unrestricted Cash collectively held by the Company and its
Subsidiaries as of such date plus (y) Availability as of such date; provided that for
purposes of calculating the Liquidity Amount as of any date,  the
amount in Dollars of any foreign currency included in the Liquidity Amount shall
be determined using the Average Exchange Rate as of such date for such foreign
currency.

     

    “Loan”:  any
Committed Rate Loan or Competitive Advance Loan made by any Lender pursuant to
this Agreement.

     

    “Loan Documents”: this
Agreement, each Application, the Harman International Guarantee, the Collateral
Agreement and the other Collateral Documents.

     

    “Loan
Parties”:  the Company, the Additional Borrower and each
Subsidiary Loan Party.

     

    “London Banking
Day”:  any day on which banks in London are open for general
banking business, including dealings in foreign currency and
exchange.

     

    “Majority Extended Tranche
Lenders”: as of any date of determination, Extended Tranche Lenders the
Extended Tranche Commitments of which aggregate more than 50% of the aggregate
Extended Tranche Commitments as of such date, or, if the Extended Tranche
Commitments have expired or terminated, Extended Tranche Lenders the Extended
Tranche Exposure of which aggregates more than 50% of the aggregate Extended
Tranche Exposure as of such date.


    
      
         


      

      
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    “Majority
Lenders”:  at any time, Lenders the Commitment Percentages of
which aggregate more than 50%.

     

    “Material Adverse
Effect”:  a material adverse effect on (a) the business,
operations, property or condition (financial or otherwise) of the Company and
its Subsidiaries taken as a whole or (b) the validity or enforceability of this
or any of the other Loan Documents or the rights or remedies of the
Administrative Agent or the Lenders hereunder or thereunder.

     

    “Material
Indebtedness”:  Indebtedness (other than Indebtedness under the
Loan Documents), or, solely for purposes of clause (e) of Section 10,
obligations in respect of one or more Hedging Agreements, of any one or more of
the Company and its Subsidiaries in an aggregate principal amount of $30,000,000
or more.  For purposes of determining Material Indebtedness, the
“principal amount” of the obligations of the Company or any Subsidiary in
respect of any Hedging Agreement at any time shall be the maximum aggregate
amount (giving effect to any netting agreements) that the Company or such
Subsidiary would be required to pay if such Hedging Agreement were terminated at
such time.

     

    “Materials of Environmental
Concern”:  any gasoline or petroleum (including crude oil or
any fraction thereof) or petroleum products or any hazardous or toxic
substances, materials or wastes, defined or regulated as such in or under any
Environmental Law, including, without limitation, asbestos, polychlorinated
biphenyls and urea-formaldehyde insulation.

     

    “Maximum Rate”: as
defined in subsection 12.18.

     

    “Moody’s”:  means
Moody’s Investors Services, Inc., or any successor or assignee of the business
of such company in the business of rating debt.

     

    “Mortgage”: a
mortgage, deed of trust, assignment of leases and rents or other Collateral
Document granting a Lien on any Mortgaged Property of any Domestic Loan Party to
secure the Secured Obligations, as amended, supplemented or otherwise modified
from time to time.  Each Mortgage shall be reasonably satisfactory in
form and substance to the Administrative Agent.

     

    “Mortgaged Property”:
each parcel of real property owned in fee by a Loan Party, and the improvements
thereto, that has a book or fair market value, as determined in good faith by
the Company, of $5,000,000 (or $7,500,000 in the case of any real property
located in Canada) or more.

     

    “Multiemployer
Plan”:  a plan which is a multiemployer plan as defined in
Section 3(37) or 4001(a)(3) of ERISA.


    
      
         


      

      
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    “Net Cash
Proceeds”:  with respect to any event (a) the cash proceeds
(including, in the case of any casualty, condemnation or similar proceeding,
insurance, condemnation or similar proceeds) received in respect of such event
including any cash received in respect of any non-cash proceeds, but only as and
when received, net of (b) the sum, without duplication, of (i) all reasonable
fees and out-of-pocket expenses paid in connection with such event by the
Company and the Subsidiaries to Persons that are not Affiliates of the Company
or any Subsidiary, (ii) in the case of a Disposition (including pursuant to a
Sale and Leaseback Transaction or a casualty or a condemnation or similar
proceeding) of an asset, the amount of all payments required to be made by the
Company and the Subsidiaries as a result of such event to repay Indebtedness
(other than Loans) secured by such asset, (iii) the amount of all taxes paid (or
reasonably estimated to be payable) by the Company and the Subsidiaries, and the
amount of any reserves established by the Company and the Subsidiaries to fund
contingent liabilities reasonably estimated to be payable, in each case during
the year that such event occurred or the next succeeding year and that are
directly attributable to such event (as determined reasonably and in good faith
by a Responsible Officer of the Company) and (iv) in case of any such event
occurring in a jurisdiction other than the United States or Germany, the amount
of all taxes paid (or reasonably estimated to be payable) by the Company and the
Subsidiaries that are directly attributable to the repatriation of such cash
proceeds into the United States or Germany, but only to the extent the Company
and the Subsidiaries have used commercially reasonable efforts to reduce or
eliminate such taxes, including by electing to prepay Loans in such a manner
that would result in the lowest possible amount of such taxes.

     

    “New York UCC” means
the Uniform Commercial Code as from time to time in effect in the State of New
York.

     

    “Non-Excluded
Taxes”:  as defined in subsection 5.5(a).

     

    “Non-U.S.
Lender”:  as defined in subsection 5.5(b).

     

    “Notice of
Borrowing”:  with respect to a Loan of any Type in any
Currency, a notice in substantially the form of Exhibit D hereto from
the applicable Borrower of such Loan in respect of such Loan, containing the
information in respect of such Loan and delivered to the Person, in the manner
and by the time specified for a Notice of Borrowing in respect of such Currency
and such Type of Loan in the Administrative Schedule.

     

    “Notice of Competitive
Advance Loan”:  with respect to each Competitive Advance Loan
in any Currency, a notice from the Lender in respect of such Loan in
substantially the form of Exhibit E hereto,
containing the information in respect of such Loan and delivered to the Person,
in the manner and by the time specified for a Notice of Competitive Advance Loan
in the Administrative Schedule.

     

    “Notice of
Continuation”:  with respect to a Committed Rate Loan in any
Currency, a notice in substantially the form of Exhibit F hereto from
the applicable Borrower of such Loan in respect of such Loan, containing the
information in respect of such Loan and delivered to the Person, in the manner
and by the time specified for a Notice of Continuation in respect of such
Currency in the Administrative Schedule.

     

    “Notice of
Conversion”:  with respect to a Committed Rate Loan in Dollars
which the applicable Borrower of such Loan wishes to convert from a Eurocurrency
Loan to an ABR Loan, or from an ABR Loan to a Eurocurrency Loan, as the case may
be, a notice in substantially the form of Exhibit F hereto from
the applicable Borrower of such Loan setting forth the amount of such Loan to be
converted, the date of such conversion (which, in the case of conversions of
Eurocurrency Loans to ABR Loans, shall be the last day of an Interest Period
applicable to such Eurocurrency Loans) and, in the case of conversions of ABR
Loans to Eurocurrency Loans, the length of the initial Interest Period
applicable thereto.  Each Notice of Conversion shall be delivered to
the Administrative Agent at its address set forth in subsection 12.2 and shall
be delivered before 11:00 A.M., New York City time, one Business Day before the
requested conversion in the case of conversions to ABR Loans, and before 11:00
A.M., New York City time, three Business Days before the requested conversion in
the case of conversions to Eurocurrency Loans.


    
      
         


      

      
        25

        
          

        

      

      
         


      

    


    “Obligations”:  the
Extended Tranche Obligations and the Original Tranche Obligations.

     

    “Original Tranche Additional
Borrower Obligations”:  the unpaid principal of and interest on
the Original Tranche Loans made to the Additional Borrower and all other
financial liabilities of the Additional Borrower to the Administrative Agent in
respect of Original Tranche Loans or any Original Tranche Lender (including,
without limitation, interest accruing after the maturity or earlier acceleration
of the Original Tranche Loans to the Additional Borrower and interest accruing
on the Original Tranche Loans at the then-applicable rate provided in this
Agreement after the filing of any petition in bankruptcy, or the commencement of
any insolvency, reorganization or like proceeding, relating to the Additional
Borrower, whether or not a claim for post-filing or post petition interest is
allowed or allowable in such proceeding), whether direct or indirect, absolute
or contingent, due or become due, now existing or hereafter incurred, which may
arise under, out of, or in connection with, this Agreement, the Original Tranche
Loans made to the Additional Borrower, or any other document made, delivered or
given in connection therewith, in each case whether on account of principal,
interest, indemnities, cost, expenses (including, without limitation, all fees
and disbursements of counsel to any Original Tranche Lender) or
otherwise.

     

    “Original Tranche
Commitment”:  as to any Original Tranche Lender, the obligation
of such Original Tranche Lender to make and/or acquire participating interests
in Original Tranche Loans and/or acquire participating interests in Letters of
Credit hereunder in an aggregate Dollar Equivalent Amount at any one time
outstanding not to exceed the amount set forth opposite such Original Tranche
Lender’s name on Schedule I, as such
amount may be changed from time to time in accordance with the provisions of
this Agreement.

     

    “Original Tranche
Commitment
Percentage”:  as to any Original Tranche Lender at any time,
the percentage which such Lender’s Original Tranche Commitment then constitutes
of the aggregate Original Tranche Commitments (or, at any time after the
Original Tranche Commitments shall have expired or terminated, the percentage
which the amount of such Lender’s Original Tranche Exposure then outstanding
constitutes of the aggregate amount of the Original Tranche Exposure of all the
Lenders then outstanding).

    


    “Original Tranche Commitment
Period”:  the period from and including the First Restatement
Effective Date to but not including the Original Tranche Termination Date or
such earlier date on which the Original Tranche Commitments shall terminate as
provided herein.

     

    “Original Tranche Committed
Rate Loan”:  a Committed Rate Loan that is an Original Tranche
Loan; an Original Tranche Committed Rate Loan bearing interest based upon the
ABR shall be an “Original Tranche Committed
Rate ABR Loan”, and an Original Tranche Committed Rate Loan bearing
interest based upon the Eurocurrency Rate shall be an “Original Tranche Committed
Rate Eurocurrency Loan”.


    
      
         


      

      
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    “Original Tranche Company
Obligations”:  the unpaid principal of and interest on the
Original Tranche Loans made to the Company, all Reimbursement Obligations in
respect of Letters of Credit or participations therein that do not constitute
Extended Tranche Company Obligations and all other financial liabilities of the
Company to the Administrative Agent, any Issuing Bank or any Original Tranche
Lender that do not constitute Extended Tranche Company Obligations (including,
without limitation, interest accruing at the then-applicable rate provided in
this Agreement after the filing of any petition in bankruptcy, or the
commencement of any insolvency, reorganization or like proceeding, relating to
the Company, whether or not a claim for post-filing or post petition interest is
allowed or allowable in such proceeding), whether direct or indirect, absolute
or contingent, due or to become due, now existing or hereafter incurred, which
may arise under, out of, or in connection with, this Agreement, the Original
Tranche Loans made to the Company, the Letters of Credit or any other document
made, delivered or given in connection therewith, in each case whether on
account of principal, interest, fees, indemnities, costs, expenses (including,
without limitation, all fees and disbursements of counsel to any Original
Tranche Lender) or otherwise.

     

    “Original Tranche
Exposure”: at any date, the aggregate Dollar Equivalent Amount of (a) all
Original Tranche Loans then outstanding and (b) the aggregate amount of each
Original Tranche Lender’s Commitment Percentage multiplied by the L/C
Obligations then outstanding.

     

    “Original Tranche
Lender”: a Lender that has not elected to become an Extended Tranche
Lender and to convert its Commitment and its outstanding Loans (each as defined
in the Existing Credit Agreement) to an Extended Tranche Commitment and Extended
Tranche Loans pursuant to subsection 1.4.

     

    “Original Tranche
Loan”:  any Loan (a) outstanding on the Restatement Effective
Date that has not been converted into an Extended Tranche Loan pursuant to
subsection 1.4 or (b) made by any Original Tranche Lender after the Restatement
Effective Date pursuant to this Agreement.

     

    “Original Tranche
Obligations”: the Original Tranche Company Obligations and the Original
Tranche Additional Borrower Obligations.

     

    “Original Tranche Termination
Date”:  June 28, 2010.

     

    “Participant”:  as
defined in subsection 12.6(b).

     

    “Participating Member
States”:  each country that adopts or has adopted the euro as
its currency in accordance with EMU Legislation.

     

    “Payment
Office”:  for each Class and Type of Loan and each Currency,
the Payment Office set forth in respect thereof in the Administrative
Schedule.


    
      
         


      

      
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    “Payment
Time”:  for each Class and Type of Loan and each Currency, the
Payment Time set forth in respect thereof in the Administrative
Schedule.

     

    “PBGC”:  the
Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title
IV of ERISA.

     

    “Perfection
Certificate”:  as defined in the Collateral
Agreement.

     

    “Permitted Business
Acquisitions”:  Acquisitions pursuant to which :  (i)
no Default or Event of Default shall have occurred and be continuing after
giving effect to such Acquisition, (ii) such Acquisition shall be consummated in
accordance with applicable laws, (iii) 50% of the outstanding Capital Stock or
other ownership interests of any acquired or newly formed Person must be owned
directly by the Company or a Subsidiary and such Person shall become a
Subsidiary hereunder, (iv) the consideration paid therefor consists solely of
common stock of the Company (and shall not include any assumption of
Indebtedness), and the aggregate consideration paid therefor, together with the
aggregate consideration paid for any other such purchase or acquisition
consummated after the Restatement Effective Date in reliance on subsection
9.7(d) (including, in each case, all obligations in respect of deferred purchase
price (including obligations under any purchase price adjustment but excluding
earnout or similar payments) and all other consideration payable in connection
therewith (including payment obligations in respect of noncompetition agreements
or other arrangements representing acquisition consideration)) shall not exceed
$50,000,000, provided that the
limitations of this clause (iv) shall not apply to any payment of consideration
constituting reinvestment of the Net Cash Proceeds of any event described in
clause (a) or (b) of the definition of the term “Prepayment Event” to the extent
permitted by subsection 2.5(b), and (v) the Company shall be in compliance, on a
pro forma basis, with the
financial covenants contained in subsection 9.1 recomputed as at the last day of
the most recently ended fiscal quarter of the Company, and the Company shall
have delivered to the Administrative Agent an officers’ certificate to such
effect.

     

    “Permitted Investment
Amount”:  (i) in the case of Investments in Foreign
Subsidiaries which are not Loan Parties but the Capital Stock of which has been
pledged to secure the applicable Secured Obligations, $50,000,000 at any time
outstanding, and (ii) in the case of Investments in Subsidiaries which are not
Loan Parties, $25,000,000 at any time outstanding.

     

    “Permitted
Investor”:  Sidney Harman, Executive Chairman and Chairman of
the Board of Directors of the Company on the Initial Closing Date.

     

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

     

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

     

    “Pounds
Sterling”:  British Pounds Sterling, the lawful currency of the
United Kingdom.


    
      
         


      

      
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    “Prepayment
Event”:

     

    (a)
Disposition (including by way of merger or consolidation) of any asset of the
Company or any Subsidiary, including any issuance or sale to a Person other than
the Company or any other Subsidiary of Capital Stock in any Subsidiary, pursuant
to clause (e) or (l) of subsection 9.5, other than Dispositions resulting in
aggregate Net Cash Proceeds not exceeding $5,000,000 during any fiscal year of
the Company;

     

    (b) any
casualty or other insured damage to, or any taking under power of eminent domain
or by condemnation or similar proceeding of, any asset of the Company or any
Subsidiary resulting in aggregate Net Cash Proceeds of $1,000,000 or
more;

     

    (c) any
issuance by the Company of any Capital Stock, or the receipt by the Company of
any capital contribution, other than (i) any issuance of directors’ qualifying
shares or of nominal amounts of other Capital Stock that are required to be held
by specified Persons under applicable law and (ii) any issuance of common stock
in the Company to management or employees of the Company or any Subsidiary,
under any employee stock option or stock purchase plan or employee benefit plan;
or

     

    (d) the
incurrence by the Company or any Subsidiary of any Indebtedness, other than any
Indebtedness permitted to be incurred by subsection 9.2 (other than subsection
9.2(i)).

     

    “Prime
Rate”:  the rate of interest per annum publicly announced from
time to time by JPMorgan Chase as its prime rate in effect at its principal
office 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.

     

    “Properties”:  as
defined in subsection 6.17(a).

     

    “Quotation
Day”:  in respect of the determination of the Eurocurrency Rate
for any Interest Period for loans in any Available Foreign Currency (other than
the euro), the day which is (i) at least two London Banking Days prior to the
first day of such Interest Period and (ii) a day on which banks are open for
general banking business in the city which is the principal financial center of
the country of such Available Foreign Currency; and the Quotation Day in respect
of any Interest Period for the euro is the day which is two Target Operating
Days prior to the first day of such Interest Period.

     

    “Ratings”:  the
actual senior long-term unsecured non-credit enhanced debt ratings of the
Company in effect from time to time by Moody’s or S&P, as the case may
be.

     

    “Register”:  as
defined in subsection 12.6(d).

     

    “Regulation
U”:  Regulation U of the Board of Governors of the Federal
Reserve System as in effect from time to time.


    
      
         


      

      
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    “Reimbursement
Obligation”:  in respect of each Letter of Credit, the
obligation of the account party thereunder to reimburse the Issuing Bank for all
drawings made thereunder in accordance with Section 5 and the Application
related to such Letter of Credit.

     

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

     

    “Reportable
Event”:  any of the events set forth in Section 4043 of ERISA
or in the regulations thereunder with regard to a Plan (excluding those events
as to which the thirty (30) day notice period is waived).

     

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

     

    “Responsible
Officer”:  the chief executive officer, the president, or the
chief financial officer of the Company or the Additional Borrower, as the
context may require.

     

    “Restatement Effective
Date”:  the date on which the conditions precedent set forth in
subsection 7.1 shall be satisfied, which date is March 31, 2009.

     

    “Restricted
Payments”:  has the meaning specified in subsection
9.6.

     

    “S&P”:  Standard
and Poor’s Ratings Group, a division of McGraw Hill, Inc. or any successor or
assignee of the business of such division in the business of rating
debt.

     

    “Sale and Lease-Back
Transaction”:  as defined in subsection 9.9.

     

    “Schedule
Amendment”:  each Schedule Amendment, substantially in the form
of Exhibit A
hereto, executed and delivered pursuant to subsection 12.1.

     

    “Secured Funded
Debt”:  as of any date, the sum of (i) the aggregate Exposure
outstanding as of such date and (y) the aggregate principal amount of Secured
Other Facility Obligations (as defined in the Collateral Agreement) outstanding
as of such date.

     

    “Secured Obligations”:
has the meaning set forth in the Collateral Agreement.

     

    “Secured Parties”: has
the meaning set forth in the Collateral Agreement.

     

    “Singapore
Dollars”:  the lawful currency of Singapore.

     

    “Standby Letter of
Credit”:  as defined in subsection 4.1(b).


    
      
         


      

      
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    “Statutory Reserve
Rate”:  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 (a) with respect to the Base
CD Rate, for new negotiable nonpersonal time deposits in dollars of over
$100,000 with maturities approximately equal to three months and (b) with
respect to the Adjusted Eurocurrency 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.  Eurocurrency 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
Debt”:  any unsecured Indebtedness of the Company or any other
Loan Party (other than Indebtedness outstanding on the Restatement Effective
Date and described on Schedule 9.2) no part of the principal of which is
required to be paid (whether by way of mandatory sinking fund, mandatory
redemption or mandatory prepayment or otherwise) prior to the 180th day
following the Extended Tranche Termination Date and which is subordinated in
right of payment to the Obligations on terms reasonably satisfactory to the
Administrative Agent.

     

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

     

    “Subsidiary Loan
Party”: each Subsidiary that is, or is required under the terms of this
Agreement to become, a party to any Collateral Document.  Unless the
context requires otherwise, the term “Subsidiary Loan Party” shall include the
Additional Borrower.

     

    “Swedish
Krona”:  the lawful currency of Sweden.

     

    “Swiss
Francs”:  the lawful currency of Switzerland.

     

    “Target Operating
Day”:  any day that is not (a) a Saturday or Sunday, (b)
Christmas Day or New Year’s Day or (c) any other day on which the Trans-European
Real-time Gross Settlement Operating System (or any successor settlement system)
is not operating (as determined by the Administrative Agent).

     

    “Tax
Confirmation”:  as defined in subsection 5.9(a).

     

    “Three-Month Secondary CD
Rate”:  for any day, the secondary market rate for three-month
certificates of deposit reported as being in effect on such day (or, if such day
is not a Business Day, the next preceding Business Day) by the Board through the
public information telephone line of the Federal Reserve Bank of New York (which
rate will, under the current practices of the Board, be published in Federal
Reserve Statistical Release H.15(519) during the week following such day) or, if
such rate is not so reported on such day or such next preceding Business Day,
the average of the secondary market quotations for three-month certificates of
deposit of major money center banks in New York City received at approximately
10:00 a.m., New York City time, on such day (or, if such day is not a Business
Day, on the next preceding Business Day) by the Administrative Agent from three
negotiable certificate of deposit dealers of recognized standing selected by
it.


    
      
         


      

      
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    “Time
Draft”:  as defined in subsection 4.9.

     

    “Transferee”:  as
defined in subsection 12.6(f).

     

    “Treaty on European
Union”:  the Treaty of Rome of March 25, 1957, as amended by the
Single European Act of 1986 and the Maastricht Treaty (which was signed at
Maastricht on February 7, 1992 and came into effect on November 1, 1993), as
amended from time to time.

     

    “Type”:  in
respect of any Loan, its character as a Committed Rate Loan or Competitive
Advance Loan, as the case may be.

     

    “Uniform
Customs”:  the Uniform Customs and Practice for Documentary
Credits (1993 Revision), International Chamber of Commerce Publication No. 500,
as the same may be amended, supplemented or otherwise modified from time to
time.

     

    “Unrestricted Cash”:
as of any date, unrestricted cash and Cash Equivalents owned by the Company or
any Subsidiary and reflected on the consolidated balance sheet of the Company as
of such date and not controlled by or subject to any Lien in favor of any
creditor (other than Liens created under the Loan Documents and Liens permitted
under clause (p) of subsection 9.3), provided that the
term “Unrestricted Cash” shall not include cash and Cash Equivalents held in one
or more Cash Collateral Accounts pending reinvestment pursuant to subsection
2.5(b); provided, further that the term
“Unrestricted Cash” shall include all funds held in any L/C Cash
Account.

     

    “Value”:  with
respect to any Sale and Lease-Back Transaction, as of any particular time, an
amount equal to (a) the fair market value of such property at the time of
entering into such Sale and Lease-Back Transaction, as determined in good faith
by the Company, (b) divided first by the
number of full years of the term of the lease relating to such Sale and
Lease-Back Transaction, and (c) then multiplied by the
number of full years of such term remaining at the time of determination,
without regard to any renewal or extension options contained in the
lease.

     

    “Voting
Stock”:  stock of the class or classes pursuant to which the
holders thereof have the general voting power under ordinary circumstances to
elect at least a majority of the Board of Directors of the Company (irrespective
of whether or not at the time stock of any other class or classes shall have or
might have voting power by reason of the happening of any
contingency).

     

    “Wholly Owned
Subsidiary”:  with respect to any Person, a Subsidiary of such
Person, all of the Capital Stock of which (other than directors’ qualifying
shares or nominee or other similar shares that are required to be held by other
Persons under applicable law) are owned, beneficially and of record, by such
Person, another Wholly Owned Subsidiary of such Person or any combination
thereof.


    
      
         


      

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

     

    (b)           As
used herein and in any certificate or other document made or delivered pursuant
hereto, accounting terms relating to the Company and its Subsidiaries not
defined in subsection 1.1 and accounting terms partly defined in subsection 1.1,
to the extent not defined, shall have the respective meanings given to them
under GAAP(but without giving effect to any election under Statement of
Financial Accounting Standards 159 to value any Indebtedness or other
liabilities of the Company or any Subsidiary at “fair value”, as defined
therein).

     

    (c)           The
words “hereof’, “herein” and “hereunder” and words of similar import when used
in this Agreement shall refer to this Agreement as a whole and not to any
particular provision of this Agreement, and Section, subsection, Schedule and
Exhibit references are to this Agreement unless otherwise
specified.  References to Schedules to this Agreement are references
to such Schedules as the same may from time to time be amended or otherwise
modified in accordance with the terms hereof.

     

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

     

    1.3.           Classification of
Loans.  For purposes of this Agreement, Loans may be classified
and referred to by Class (e.g., an “Extended
Tranche Loan”), by Type (e.g., a “Committed
Rate Loan”), by applicable interest rate (e.g., a “Eurocurrency
Loan”),  by Class and applicable interest rate (e.g., an “Extended
Tranche Eurocurrency Loan”), by Type and applicable interest rate (e.g., a “Committed
Rate Eurocurrency Loan”), by Class and Type (e.g., an “Extended
Tranche Committed Rate Loan”) or by Class, Type and applicable interest rate
(e.g., an
“Extended Tranche Committed Rate Eurocurrency Loan”).

     

    1.4.           Restatement Effective Date
Tranche Elections.  Each Lender shall have the right, by notice
delivered to the Administrative Agent on or prior to the Restatement Effective
Date, to make an irrevocable election to become an Extended Tranche Lender and
to convert its Commitment and its outstanding Loans (each as defined in the
Existing Credit Agreement) to an Extended Tranche Commitment and Extended
Tranche Loans.  By delivering a notice of such conversion, a Lender
will be deemed for all purposes to agree that the provisions of this Agreement
applicable to Extended Tranche Lenders will apply to such Lender and its
successors and assigns, and that the provisions of this Agreement applicable to
Extended Tranche Commitments and Extended Tranche Loans,
including  the Extended Tranche Termination Date, will be applicable
to its Commitment and its Loans.  Any Lender that shall not so elect
on or prior to the Restatement Effective Date to become an Extended Tranche
Lender shall for the remaining term of this Agreement be an Original Tranche
Lender, with the result that the provisions of this Agreement applicable to
Original Tranche Lenders will apply to such Lender and its successors and
assigns and the provisions of this Agreement applicable to Original Tranche
Commitments and Original Tranche Loans, including  the Original
Tranche Termination Date, will be applicable to its Commitment and its
Loans.


    
      
         


      

      
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    SECTION
2

     

    THE
COMMITTED RATE LOANS

     

    2.1.           Committed Rate
Loans.  (a)  Subject to the terms and conditions
hereof,

     

    (i)           Each
Original Tranche Lender severally agrees to make Original Tranche Committed Rate
Loans on a revolving credit basis to each Borrower from time to time during the
Original Tranche Commitment Period; provided, that no
Original Tranche Committed Rate Loan shall be made if, after giving effect to
the making of such Loan and the simultaneous application of the proceeds
thereof, (x) the amount of the Original Tranche Exposure would exceed the
aggregate amount of the Original Tranche Commitments or (y) the aggregate
Exposure attributable to Loans made to Domestic Loan Parties and to L/C
Obligations would exceed the Domestic Exposure Cap.  During the
Original Tranche Commitment Period each Borrower may use the Original Tranche
Commitments by borrowing, prepaying the Original Tranche Committed Rate Loans in
whole or in part, and reborrowing, all in accordance with the terms and
conditions hereof.

     

    (ii)           Each
Extended Tranche Lender severally agrees to make Extended Tranche Committed Rate
Loans on a revolving credit basis to each Borrower from time to time during the
Extended Tranche Commitment Period; provided, that no
Extended Tranche Committed Rate Loan shall be made if, after giving effect to
the making of such Loan and the simultaneous application of the proceeds
thereof, (x) the amount of the Extended Tranche Exposure would exceed the
aggregate amount of the Extended Tranche Commitments or (y) the aggregate
Exposure attributable to Loans made to Domestic Loan Parties and to L/C
Obligations would exceed the Domestic Exposure Cap.  During the
Extended Tranche Commitment Period each Borrower may use the Extended Tranche
Commitments by borrowing, prepaying the Extended Tranche Committed Rate Loans in
whole or in part, and reborrowing, all in accordance with the terms and
conditions hereof.

     

    (iii)           Notwithstanding
the foregoing, so long as any Original Tranche Commitments shall be in effect,
neither Borrower shall borrow Committed Rate Loans of either Class unless it
shall simultaneously borrow Committed Rate Loans of the other Class in the same
Currency and, in the case of Eurocurrency Loans, with the same initial Interest
Period in an aggregate amount such that the Loan made by each Lender on the
occasion of such borrowing shall equal its Commitment Percentage of the
aggregate amount borrowed.

     

    (b)           The
Committed Rate Loans may be made in Dollars or any Available Foreign Currency
and may from time to time be (i) Committed Rate Eurocurrency Loans, (ii) in the
case of Committed Rate Loans in Dollars only, Committed Rate ABR Loans or (iii)
a combination thereof, as determined by the applicable Borrower thereof and set
forth in the Notice of Borrowing or Notice of Conversion with respect thereto;
provided, that
(x) so long as any Original Tranche Commitments remain in effect, no Committed
Rate Eurocurrency Loan shall be made during the period beginning on the date
that is one month prior to the Original Tranche Termination Date and ending on
the Original Tranche Termination Date and (y) no Extended Tranche Committed Rate
Eurocurrency Loan shall be made after the day that is one month prior to the
Extended Tranche Termination Date.


    
      
         


      

      
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    2.2.           Procedure for Committed Rate
Loan Borrowing.  Each Borrower may request the Lenders to make
Committed Rate Loans to such Borrower on any Business Day during the applicable
Commitment Period by delivering a Notice of Borrowing.  Each borrowing
of Committed Rate Loans shall be in an amount equal to (a) in the case of ABR
Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate undrawn
amount of the Commitments is less than $1,000,000, such lesser amount) and (b)
in the case of Eurocurrency Loans, (i) if in Dollars, $2,000,000 or increments
of $500,000 thereafter, and (ii) if in any Available Foreign Currency, an amount
in such Available Foreign Currency of which the Dollar Equivalent Amount is at
least $2,000,000.  Upon receipt of any such Notice of Borrowing from a
Borrower, the Administrative Agent shall promptly notify each Lender
thereof.  Subject to the terms and conditions hereof, each Lender will
make the amount of its pro rata share of each
such borrowing available to the Administrative Agent for the account of the
applicable Borrower requesting such Loan at the Funding Office, and at or prior
to the Funding Time, for the Currency of such Loan in funds immediately
available to the Administrative Agent; provided, that each
Lender has the option of making any portion of each such borrowing available to
the Administrative Agent through a branch or affiliate of such
Lender.  Such borrowing will then be made available to the applicable
Borrower requesting such Loan at the Funding Office, in like funds as received
by the Administrative Agent.

     

    2.3.           Repayment of Committed Rate
Loans; Evidence of Debt.  (a)  Each Borrower hereby
unconditionally promises to pay to the Administrative Agent for the account of
each Original Tranche Lender on the Original Tranche Termination Date (or such
earlier date on which the Original Tranche Loans become due and payable pursuant
to Section 10), the then unpaid principal amount of each Original Tranche
Committed Rate Loan made by such Original Tranche Lender to such
Borrower.  Each Borrower hereby unconditionally promises to pay to the
Administrative Agent for the account of each Extended Tranche Lender on the
Extended Tranche Termination Date (or such earlier date on which the Extended
Tranche Loans become due and payable pursuant to Section 10), the then unpaid
principal amount of each Extended Tranche Committed Rate Loan made by such
Extended Tranche Lender to such Borrower.  Except as provided above in
this subsection, each repayment of Committed Rate Loans made by a Borrower
pursuant to this subsection shall be made ratably between the two Classes of
Committed Rate Loans (it being understood that nothing herein shall prohibit or
limit the application of proceeds realized from the exercise of remedies under
any Collateral Document solely to the Loans of and other obligations owed to the
Extended Tranche Lenders).  Each Borrower hereby further agrees to pay
interest on the unpaid principal amount of the Committed Rate Loans made to such
Borrower from time to time outstanding from the Initial Closing Date (with
respect to the Company) or the First Restatement Effective Date (with respect to
the Additional Borrower), as applicable, until payment in full thereof at the
rates per annum, and on the dates, set forth in subsection 2.8.

     

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


    
      
         


      

      
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    (c)           The
Administrative Agent shall maintain the Register pursuant to subsection 12.6(d),
and a subaccount therein for each Lender, in which shall be recorded (i) the
amount of each Committed Rate Loan made hereunder, the Class of each such
Committed Rate Loan and each Interest Period applicable thereto, (ii) the amount
of any principal or interest due and payable or to become due and payable from
the applicable Borrower to each Lender under the applicable Committed Rate Loans
and (iii) the amount of any sum received by the Administrative Agent from each
Borrower in respect of the applicable Committed Rate Loans made to such
Borrower, and the amount of each Lender’s share thereof.

     

    (d)           The
entries made in the Register and the accounts of each Lender maintained pursuant
to subsection 2.3(b) shall, to the extent permitted by applicable law, be prima facie evidence of the
existence and amounts of the obligations of the applicable Borrower therein
recorded; provided, however, that the
failure of any Lender or the Administrative Agent to maintain the Register or
any such account, or any error therein, shall not in any manner affect the
obligation of the applicable Borrower to repay (with applicable interest) the
Committed Rate Loans made to such Borrower by such Lender in accordance with the
terms of this Agreement.

     

    2.4.           Termination or Reduction of
Commitments.  (a) The Borrowers shall have the right, upon not
less than four Business Days’ notice to the Administrative Agent, to terminate
the Commitments or, from time to time, to reduce the amount of the Commitments;
provided, that
so long as any Original Tranche Commitments shall be in effect, the Borrowers
shall not terminate or reduce the Commitments of either Class unless they shall
simultaneously ratably reduce the Commitments of the other Class.  Any
such reduction shall be in an amount equal to $5,000,000 or a whole multiple
thereof and shall reduce permanently the Commitments then in
effect.

     

    (b)           In
the event and on each occasion that any Net Cash Proceeds received by or on
behalf of the Company, the Additional Borrower or any other Subsidiary in
respect of any Prepayment Event are required to be applied to prepay the Loans
pursuant to subsection 2.5(b) or (c), the Commitments then in effect shall be
reduced permanently, on the day such prepayment of the Loans is required
pursuant to subsection 2.5(b) or (c), in an aggregate amount equal to the amount
of such required prepayment.  Any such reduction of Commitments shall
be made ratably between the Classes of Commitments.

     

    (c)           On
the Restatement Effective Date, the aggregate Extended Tranche Commitments of
the Extended Tranche Lenders shall be reduced permanently in an aggregate amount
equal to $30,000,000.  Such reduction of Extended Tranche Commitments
shall be made ratably among the Extended Tranche Lenders according to the
respective Extended Tranche Commitment Percentages of the Extended Tranche
Lenders.

     

    2.5.           Prepayments.  i)  Each
Borrower may, at any time and from time to time, prepay the Committed Rate Loans
made to such Borrower, in whole or in part, without premium or penalty, upon at
least four Business Days’ irrevocable notice to the Administrative
Agent.  Each notice pursuant to the preceding sentence shall specify
the date and amount of the applicable prepayment, the Currency of the Committed
Rate Loans to be prepaid and whether the prepayment is of Eurocurrency Loans,
ABR Loans (in the case of Committed Rate Loans in Dollars) or a combination
thereof, and, if of a combination thereof, the amount allocable to
each.  Upon receipt of any such notice the Administrative Agent shall
promptly notify each Lender thereof.  If any such notice is given, the
amount specified in such notice shall be due and payable on the date specified
therein, together with any amounts payable pursuant to subsection
5.6.  Partial prepayments shall be in an aggregate principal amount of
at least $1,000,000.


    
      
         


      

      
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    (b)           In
the event and on each occasion that any Net Cash Proceeds are received by or on
behalf of the Company, the Additional Borrower or any other Subsidiary in
respect of any Prepayment Event referred to in clause (a) or (b) of the
definition of such term, the Company shall, within five Business Days of the day
such Net Cash Proceeds are received, prepay Committed Rate Loans in an aggregate
amount equal to the Asset Prepayment Percentage of such Net Cash Proceeds; provided that if the
Company shall, prior to the date of the required prepayment, deliver to the
Administrative Agent a certificate of a Responsible Officer to the effect that
the Company intends to cause the Net Cash Proceeds from such event (or a portion
thereof specified in such certificate) to be reinvested by the Company or any
Subsidiary in assets or property useful to the business of the Company or any
Subsidiary, or to consummate any Permitted Business Acquisition permitted
hereunder, in each case within 180 days (or, in the case of any Prepayment Event
referred to in clause (b) of the definition of such term and so long as the
Company or any Subsidiary shall be diligently proceeding with the reparation,
restoration or replacement of the asset in respect of which such Net Cash
Proceeds shall have been received, 365 days or such longer period as the
Administrative Agent may agree to be necessary to repair, restore or replace
such asset) following receipt of such Net Cash Proceeds, and certifying that no
Default has occurred and is continuing, then no prepayment shall be required
pursuant to this paragraph in respect of the Net Cash Proceeds from such event
(or the portion of such Net Cash Proceeds specified in such certificate, if
applicable) except to the extent of any such Net Cash Proceeds that have not
been so applied by the end of such 180 day period (or, in the case of any
Prepayment Event referred to in clause (b) of the definition of such term, such
longer period referred to above), at which time a prepayment shall be required
in an amount equal to the Net Cash Proceeds that have not been so applied; provided further, however, that (A) the
Company shall not be permitted to make elections pursuant to the immediately
preceding proviso with respect to Net Cash Proceeds in excess of an aggregate
amount equal to the Company Reinvestment Percentage of such Net Cash Proceeds,
(B) to the extent any such Net Cash Proceeds shall be received in respect of
assets owned by a Loan Party, such Net Cash Proceeds may be reinvested only in
assets owned by a Loan Party, or, in the case of a Permitted Business
Acquisition, any Person that shall become a Loan Party upon the consummation
thereof, or in any other Subsidiary to the extent permitted by subsection
9.7(f), (C) to the extent any such Net Cash Proceeds shall be received in
respect of assets owned by a Subsidiary that is not a Loan Party but the Capital
Stock of which constitutes Collateral, such Net Cash Proceeds may be reinvested
only in assets owned by a Loan Party (including Capital Stock) or assets owned
by a Subsidiary the Capital Stock of which constitutes Collateral, or in any
other Subsidiary to the extent permitted by subsection 9.7(f), and (D) pending
the reinvestment of, or the prepayment of Loans with, any Net Cash Proceeds
under this subsection, such Net Cash Proceeds shall be held in one or more Cash
Collateral Accounts.

     

    (c)           In
the event and on each occasion that any Net Cash Proceeds are received by or on
behalf of the Company, the Additional Borrower or any other Subsidiary in
respect of any Prepayment Event referred to in clause (c) or (d) of the
definition of such term, the Company shall, on the day such Net Cash Proceeds
are received, prepay Committed Rate Loans in an aggregate amount equal to (x) in
the case of any Prepayment Event referred to in clause (c) of the definition of
such term, the Equity Prepayment Percentage of such Net Cash Proceeds and (y) in
the case of any Prepayment Event referred to in clause (d) of the definition of
such term, 100% of such Net Cash Proceeds.


    
      
         


      

      
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    (d)           Notwithstanding
the foregoing, so long as any Original Tranche Loans shall be outstanding, the
Borrowers shall not prepay the Loans of either Class under this Section unless
they shall simultaneously ratably prepay the corresponding Loans of the other
Class.

     

    2.6.           Conversion and Continuation
Options.  (a)  By giving a Notice of Conversion, each
Borrower may elect from time to time (i) to convert such Borrower’s Eurocurrency
Loans in Dollars to ABR Loans or (ii) to convert such Borrower’s ABR Loans to
Eurocurrency Loans in Dollars; provided, that any
such conversion of Eurocurrency Loans may only be made on the last day of an
Interest Period with respect thereto.  Upon receipt of any Notice of
Conversion the Administrative Agent shall promptly notify each Lender
thereof.  All or any part of Eurocurrency Loans outstanding in Dollars
or ABR Loans may be converted as provided in herein, provided that (i) no
ABR Loan may be converted into a Eurocurrency Loan when any Event of Default has
occurred and is continuing and the Administrative Agent has or the Majority
Lenders have determined that such a conversion is not appropriate, (ii) so long
as any Original Tranche Loans remain outstanding, no Committed Rate ABR Loan may
be converted into a Committed Rate Eurocurrency Loan during the period beginning
on the date that is one month prior to the Original Tranche Termination Date and
ending on the Original Tranche Termination Date and (iii) no Extended Tranche
ABR Loan may be converted into an Extended Tranche Eurocurrency Loan after the
date that is one month prior to the Extended Tranche Termination
Date.

     

    (b)           By
giving a Notice of Continuation, each Borrower may continue any of its
Eurocurrency Loans as Eurocurrency Loans in the same Currency for additional
Interest Periods.

     

    (c)           Each
Borrower may convert Committed Rate Loans outstanding in one Currency to
Committed Rate Loans of a different Currency by repaying such Loans in the first
Currency and borrowing Loans of such different Currency in accordance with the
applicable provisions of this Agreement.

     

    (d)           If
a Borrower shall fail to timely give a Notice of Continuation or a Notice of
Conversion in respect of any of such Borrower’s Eurocurrency Loans with respect
to which an Interest Period is expiring, such Eurocurrency Loans shall become
due and payable on the last day of such expiring Interest Period; provided, that the
Company may, in accordance with and subject to the terms and conditions of this
Agreement, refinance such maturing Eurocurrency Loans on such maturity date with
Competitive Advance Loans.

     

    (e)           Notwithstanding
the foregoing, so long as any Original Tranche Loans shall be outstanding, the
Borrowers shall not convert Loans of either Class under this Section unless they
shall simultaneously ratably convert the corresponding Loans of the other
Class.


    
      
         


      

      
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    2.7.           Minimum Amounts of
Tranches.  All borrowings, conversions and continuations of
Committed Rate Loans and all selections of Interest Periods shall be in such
amounts and be made pursuant to such elections so that, after giving effect
thereto, the aggregate principal amount of the Loans comprising (i) each
Eurocurrency Borrowing in Dollars shall be not less than $2,000,000 and (ii)
each Eurocurrency Borrowing in any Available Foreign Currency shall be not less
than the Dollar Equivalent Amount in such Currency of $2,000,000.

     

    2.8.           Interest Rates and Payment
Dates for Committed Rate Loans.  (a)  Each Committed
Rate Eurocurrency Loan shall bear interest for each day during each Interest
Period with respect thereto at a rate per annum equal to the Eurocurrency Rate
for such Interest Period plus the Applicable Margin.

     

    (b)           (i)
Each Original Tranche Committed Rate ABR Loan shall bear interest at a rate per
annum equal to the ABR, and (ii) each Extended Tranche Committed Rate ABR Loan
shall bear interest at a rate per annum equal to the ABR plus the Applicable
Margin.

     

    (c)   
        If all or a portion of (i) the
principal amount of any Committed Rate Loan or (ii) any interest payable thereon
shall not be paid when due (whether at the stated maturity, by acceleration or
otherwise), such overdue amount shall bear interest at a rate per annum which is
(x) in the case of overdue principal, the rate that would otherwise be
applicable thereto pursuant to the foregoing provisions of this subsection plus
2% or (y) in the case of overdue interest, the rate described in paragraph (a)
or (b) of this subsection, as applicable, plus 2%, in each case from the date of
such non-payment until such amount is paid in full (as well after as before
judgment).

     

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

     

    2.9.           Inability to Determine
Interest Rate.  If on or prior to the Quotation Day for any
Interest Period in respect of any Eurocurrency Loan in any
Currency:

     

    (a)           the
Administrative Agent shall have determined (which determination shall be
conclusive absent manifest error) that, by reason of circumstances affecting the
relevant market generally, the Administrative Agent cannot ascertain the
Eurocurrency Rate in accordance with this Agreement for such affected Currency
or such affected Interest Period, or

     

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

     

    (c)           the
Administrative Agent shall give telecopy or telephonic notice thereof to the
Company and the Lenders as soon as practicable thereafter.  If such
notice is given (x) any Eurocurrency Loans requested to be made in such affected
Currency on the first day of such affected Interest Period shall be made as ABR
Loans in Dollars in a Dollar Equivalent Amount, (y) any Committed Rate Loans
that were to have been converted on the first day of such affected Interest
Period from ABR Loans, to Eurocurrency Loans in such affected Currency, shall be
continued as ABR Loans and (z) any Eurocurrency Loans in such affected Currency
that were to have been continued as such shall be converted, on the first day of
such Interest Period, to ABR Loans in Dollars in a Dollar Equivalent
Amount.  Until such notice has been withdrawn by the Administrative
Agent, no further Eurocurrency Loans in such affected Currency shall be made or
continued as such.


    
      
         


      

      
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    2.10.         Substitution of Euro for
National Currency.  If any Available Foreign Currency is
replaced by the euro, unless otherwise agreed by the Company, the Administrative
Agent and the Lenders, the euro may be tendered in satisfaction of any
obligation denominated in such Available Foreign Currency at the conversion rate
specified in, or otherwise calculated in accordance with, the regulations
adopted by the Council of the European Union relating to the euro. No
replacement of an Available Foreign Currency by the euro shall discharge, excuse
or otherwise affect the performance of any obligation of the Company under this
Agreement.

     

    2.11.         Unavailability of Available
Foreign Currency.  If on any Quotation Day (a) a Lender
notifies the Administrative Agent that the Available Foreign Currency requested
is not readily available to it in the amount required or (b) a Lender notifies
the Administrative Agent that compliance with its obligation to participate in a
Loan in the proposed Available Foreign Currency would contravene a law or
regulation applicable to it, the Administrative Agent will give notice to the
relevant Borrower to that effect by 12:00 Noon, New York time, on that
day.  In this event, any Lender that gives notice pursuant to this
subsection will be required to participate in the Loan in Dollars (in an amount
equal to the Dollar Equivalent Amount) and its participation will be treated as
a separate Loan denominated in Dollars during that Interest Period.

     

    2.12.         Separate
Obligations.  Notwithstanding anything to the contrary
contained herein or in any other Loan Document, upon and after the First
Restatement Effective Date, the parties hereto acknowledge and agree that (a) at
no time and in no circumstances shall the Additional Borrower be liable for any
Company Obligations or any other indebtedness, liabilities or obligations of the
Company hereunder or under any other Loan Documents, whether incurred by the
Company before, on or after the First Restatement Effective Date, and the
Additional Borrower’s joinder hereto as a borrower does not constitute a
guarantee by the Additional Borrower of any Company Obligations or any such
other indebtedness, liabilities or obligations of the Company hereunder or under
any other Loan Documents, and (b) with respect to any borrowing by either of the
Company or the Additional Borrower of any Loans hereunder, such Loans are for
the applicable requesting Borrower’s own account, and such Loans and such
Borrower’s other obligations hereunder are obligations of such Borrower and do
not constitute joint and several obligations of both Borrowers (it being
understood, however, that the obligations of the Additional Borrower under the
Loan Documents are guaranteed by, and secured by assets of, the Company and the
other Loan Parties as and to the extent provided in the Collateral
Documents).


    
      
         


      

      
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    SECTION
3

     

    THE
COMPETITIVE ADVANCE LOANS

     

    3.1.           Competitive Advance
Loans.  (a)  Subject to the terms and conditions
hereof, the Company may, at any time and from time to time during the applicable
Commitment Period, request one or more Lenders to offer bids, and any such
Lender may, in its sole discretion, offer such bids, to make competitive advance
loans (“Competitive
Advance Loans”) to the Company on the terms and conditions set forth in
such bids.  Each Competitive Advance Loan shall bear interest at the
rates, pay interest and principal on the dates, and shall mature on the date,
agreed between the Company and Lender at the time such Competitive Advance Loan
is made; provided, that (i)
each Competitive Advance Loan shall mature not earlier than 1 day and not later
than 180 days, after the date such Competitive Advance Loan is made, (ii) no
Competitive Advance Loan made by an Original Tranche Lender shall mature after
the Original Tranche Termination Date and (iii) no Competitive Advance Loan made
by an Extended Tranche Lender shall mature after the Extended Tranche
Termination Date.  During the applicable Commitment Period the Company
may accept bids from Lenders from time to time for Competitive Advance Loans,
and borrow and repay Competitive Advance Loans, all in accordance with the terms
and conditions hereof; provided, that no
Competitive Advance Loan shall be made if, after giving effect to the making of
such Loan and the simultaneous application of the proceeds thereof, (x) the
aggregate amount of the Original Tranche Exposure would exceed the aggregate
amount of the Original Tranche Commitments or (y) the aggregate amount of the
Extended Tranche Exposure would exceed the aggregate amount of the Extended
Tranche Commitments; and provided further that the
aggregate amount of Competitive Advance Loans of the Company at any time
outstanding shall not exceed $25,000,000.  Subject to the foregoing,
any Lender may, in its sole discretion, make Competitive Advance Loans in an
aggregate outstanding amount exceeding the amount of such Lender’s
Commitment.

     

    (b)           The
Competitive Advance Loans may be made in Dollars or any Available Foreign
Currency, as agreed between the Company and Lender in respect thereof at the
time such Competitive Advance Loan is made.

     

    3.2.           Procedure for Competitive
Advance Loan Borrowing.  i)  The Company may request
one or more Lenders to make bids to make Committed Rate Loans in such manner and
at such time as shall be agreed by the Company and such Lenders by delivering
Competitive Bid Requests to such Lender or Lenders.  The proceeds of
each Competitive Advance Loan will be made available to the Company in respect
thereof in the manner agreed between the Company and the relevant Lender at the
time such Competitive Advance Loan is made.  The Lender designated in
any such Competitive Bid Request may (but shall have no obligation to) make one
or more competitive bids to the Company in response to a Competitive Bid Request
by delivering a Competitive Bid Notice to the Company.

     

    (b)           Each
Lender that makes a Competitive Advance Loan shall deliver a Notice of
Competitive Advance Loan to the Administrative Agent on the Thursday (or, if
such Thursday is not a Business Day, on the next Business Day following such
Thursday) immediately following the making of such Competitive Advance
Loan.


    
      
         


      

      
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    3.3.           Repayment of Competitive
Advance Loans; Evidence of Debt.  (a)  The Company
hereby unconditionally promises to pay to the Lender that made such Competitive
Advance Loan on the maturity date, as agreed by the Company and Lender at the
time such Competitive Advance Loan is made (or such earlier date on which all
the Loans become due and payable pursuant to Section 10), the then unpaid
principal amount of such Competitive Advance Loan.  The Company hereby
further agrees to pay interest on the unpaid principal amount of the Competitive
Advance Loans made by any Lender from time to time outstanding from the date
thereof until payment in full thereof at the rates, and on the dates, agreed by
the Company and Lender at the time such Competitive Advance Loan is
made.  All payments in respect of Competitive Advance Loans shall be
made by the Company to its Competitive Advance Loan Lender at the address
separately agreed to between the Company and such Competitive Advance Loan
Lender.

     

    (b)           Each
Lender shall maintain in accordance with its usual practice an account or
accounts evidencing indebtedness of the Company to such Lender resulting from
each Competitive Advance Loan of such Lender from time to time, including the
amounts of principal and interest payable and paid to such Lender from time to
time in respect of Competitive Advance Loans.  The entries made in the
accounts of each Lender maintained pursuant to this subsection 3.3(b) shall, to
the extent permitted by applicable law, be prima facie evidence of the
existence and amounts of the obligations of the Company therein recorded, absent
manifest error; provided, however, that the
failure of any Lender to maintain any such account, or any error therein, shall
not in any manner affect the obligation of the Company to repay (with applicable
interest) the Competitive Advance Loans made to the Company by such Lender in
accordance with the terms of this Agreement.

     

    3.4.           Prepayments.  Unless
otherwise agreed by the Lender making a Competitive Advance Loan in any Notice
of Competitive Advance Loan, such Competitive Advance Loan may not be optionally
prepaid prior to the scheduled maturity date thereof.

     

    SECTION
4

     

    THE
LETTERS OF CREDIT

     

    4.1.           L/C
Commitment.  i)  Subject to the terms and conditions
hereof, each Issuing Bank agrees to issue or amend letters of credit (including
Letters of Credit payable by acceptance of a Time Draft as described in
subsection 4.9) (“Letters of Credit”,
which shall include the existing letters of credit specified on Schedule III which
shall be continued and be deemed Letters of Credit issued and outstanding
hereunder) for the account of the Company on any Business Day during the
Extended Tranche Commitment Period in such form as shall be reasonably
acceptable to such Issuing Bank; provided, that no
Letter of Credit shall be issued or amended if, after giving effect thereto (i)
the aggregate amount of the Exposure would exceed the aggregate amount of the
Commitments, (ii) the aggregate amount of the Original Tranche Exposure would
exceed the aggregate amount of the Original Tranche Commitments, (iii) the
aggregate amount of the Extended Tranche Exposure would exceed the aggregate
amount of the Extended Tranche Commitments, (iv) the sum of the aggregate
outstanding amount of the Extended Tranche Loans and the aggregate amount of L/C
Obligations attributable to Letters of Credit expiring after the Original
Tranche Termination Date would exceed the aggregate amount of the Extended
Tranche Commitments, (v) the aggregate amount of the L/C Obligations would
exceed $50,000,000 or (vi) the aggregate amount of L/C Obligations in respect of
Standby Letters of Credit would exceed $10,000,000.


    
      
         


      

      
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    (b)           Each
Letter of Credit shall:

     

    (i)           be
denominated in Dollars or an Available Foreign Currency and shall be either (A)
a standby letter of credit issued to support any obligations of the Company or
any Subsidiary, contingent or otherwise (a “Standby Letter of
Credit”) or (B) a commercial letter of credit issued in respect of the
purchase of goods and services in the ordinary course of business of the Company
and its Subsidiaries (a “Commercial Letter of
Credit”; together with the Standby Letters of Credit, the “Letters of Credit”)
and,

     

    (ii)           expire
no later than the earlier of (A) one year after its date of issuance and (B)
five (5) Business Days prior to the Extended Tranche Termination Date; provided that any
Letter of Credit with a one-year tenor may provide for the renewal thereof for
additional one-year periods (which shall in no event extend beyond the date
referred to in clause (B) above).

     

    (c)           No
Issuing Bank shall at any time be obligated to issue any Letter of Credit
hereunder if such issuance would cause such Issuing Bank or any Lender to
violate any applicable Requirement of Law.

     

    4.2.           Procedure for Issuance of
Letters of Credit under this Agreement.  The Company may from
time to time request that an Issuing Bank issue a Letter of Credit by delivering
to such Issuing Bank at its Issuing Office an Application therefor, completed to
the satisfaction of the Issuing Bank, and such other documents required in
connection therewith as such Issuing Bank may reasonably
request.  Upon receipt by an Issuing Bank of any Application, such
Issuing Bank will process such Application and any other documents delivered to
it in connection therewith in accordance with its customary procedures and shall
promptly issue the Letter of Credit requested thereby (but in no event shall any
Issuing Bank be required to issue any Letter of Credit earlier than three (3)
Business Days after its receipt of the Application therefor and all such other
documents required in connection therewith by issuing the original of such
Letter of Credit to the beneficiary thereof or as otherwise may be agreed by
such Issuing Bank and the Company.  Such Issuing Bank shall promptly
(and in no event later than the Business Day following its issuance of any
Letter of Credit) advise the Administrative Agent of the terms of such Letter of
Credit (or provide the Administrative Agent with a copy of such Letter of
Credit), and each Lender shall be entitled to receive from the Administrative
Agent, following such Lender’s request therefor, any documents so provided to
the Administrative Agent.

     

    4.3.           Fees, Commissions and Other
Charges.  i)  The Company shall pay to the
Administrative Agent, for the account of the Original Tranche Lenders and the
Extended Tranche Lenders (including the Issuing Bank) in Dollars pro rata according to
their Original Tranche Commitment Percentages or Extended Tranche Commitment
Percentages, as the case may be, a letter of credit commission with respect to
each Letter of Credit, computed at a rate equal to (i) in the case of each
Original Tranche Lender, the then Applicable Margin for Original Tranche
Eurocurrency Loans and (ii) in the case of each Extended Tranche Lender, the
then Applicable Margin for Extended Tranche Eurocurrency Loans, in each case on
the Lenders’ respective Commitment Percentages of the daily average amount
available to be drawn under such Letter of Credit.  Such commissions
shall be payable in arrears on the last Business Day of each March, June,
September and December to occur after the date of issuance of such Letter of
Credit and on the expiration date of such Letter of Credit and shall be
nonrefundable.  In addition to the foregoing fees, the Company shall
pay to each Issuing Bank for its own account in Dollars a fronting fee of 0.125%
per annum on the aggregate undrawn and unexpired amount of all outstanding
Letters of Credit issued by such Issuing Bank.  Such fronting fees
shall be payable in arrears on the last Business Day of each March, June,
September and December shall be nonrefundable.


    
      
         


      

      
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    (b)           In
addition to the foregoing fees and commissions, the Company shall pay or
reimburse the relevant Issuing Bank for such normal and customary costs and
expenses as are incurred or charged by such Issuing Bank in issuing, effecting
payment under, amending or otherwise administering such Letter of
Credit.

     

    (c)           The
Administrative Agent shall, promptly following its receipt thereof, distribute
to the Issuing Bank and the Lenders all fees and commissions received by the
Administrative Agent for their respective accounts pursuant to this
subsection.

     

    4.4.           L/C
Participations.  (a)  Each Issuing Bank irrevocably
agrees to grant and hereby grants to each L/C Participant, and, to induce each
Issuing Bank to issue Letters of Credit hereunder, each L/C Participant
unconditionally and irrevocably agrees to accept and purchase and hereby accepts
and purchases from such Issuing Bank, on the terms and conditions hereinafter
stated, for such L/C Participant’s own account and risk, an undivided interest
in such Issuing Bank’s obligations and rights under each Letter of Credit issued
by such Issuing Bank hereunder in an amount equal to the product of such L/C
Participant’s Commitment Percentage times the amount of each draft paid by such
Issuing Bank thereunder.  Each L/C Participant unconditionally and
irrevocably agrees with each Issuing Bank that, if a draft is paid under any
Letter of Credit issued by such Issuing Bank for which such Issuing Bank is not
reimbursed in full by the Company in accordance with the terms of this
Agreement, such L/C Participant shall pay to such Issuing Bank upon demand at
such Issuing Bank’s Issuing Office an amount equal to such L/C Participant’s
Commitment Percentage of the amount of such draft, or any part thereof, which is
not so reimbursed.

     

    (b)           If
any amount required to be paid by any L/C Participant to any Issuing Bank
pursuant to subsection 4.4(a) in respect of any unreimbursed portion of any
payment made by such Issuing Bank under any Letter of Credit is not paid to such
Issuing Bank on the date such payment is due from such L/C Participant, such L/C
Participant shall pay to such Issuing Bank on demand an amount equal to the
product of (i) such amount, times (ii) (A) in the case of any such payment
obligation denominated in Dollars, the Federal Funds Effective Rate or (B) in
the case of any such payment obligation denominated in an Available Foreign
Currency, the rate customary in such Currency for settlement of similar
inter-bank obligations, as quoted by such Issuing Bank, in each case during the
period from and including the date such payment is required to the date on which
such payment is immediately available to the Issuing Bank, times (iii) a
fraction the numerator of which is the number of days that elapse during such
period and the denominator of which is 360.  If any such amount
required to be paid by any L/C Participant pursuant to subsection 4.4(a) is not
made available to such Issuing Bank by such L/C Participant within three (3)
Business Days after the date such payment is due, such Issuing Bank shall be
entitled to recover from such L/C Participant, on demand, such amount with
interest thereon calculated from such due date at the rate per annum applicable
to ABR Loans.  A certificate of an Issuing Bank submitted to any L/C
Participant with respect to any amounts owing under this subsection shall be
conclusive in the absence of manifest error.


    
      
         


      

      
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    (c)           Whenever,
at any time after an Issuing Bank has made payment under any Letter of Credit
and has received from any L/C Participant its pro rata share of such payment in
accordance with subsection 4.4(a), the Issuing Bank receives any payment related
to such Letter of Credit (whether directly from the Company or otherwise), or
any payment of interest on account thereof, such Issuing Bank will distribute to
such L/C Participant its pro rata share thereof; provided, however, that in the
event that any such payment received by such Issuing Bank shall be required to
be returned by such Issuing Bank, such L/C Participant shall return to such
Issuing Bank on demand the portion thereof previously distributed by such
Issuing Bank to it.

     

    (d)           Each
L/C Participant’s obligation to purchase participating interests pursuant to
subsection 4.4(a) shall be absolute and unconditional and shall not be affected
by any circumstance, including (i) any setoff, counterclaim, recoupment, defense
or other right that such LC Participant or the Company may have against any
Issuing Bank, the Company or any other Person for any reason whatsoever, (ii)
the occurrence or continuance of a Default or an Event of Default or the failure
to satisfy any of the other conditions specified in Article VII; (iii) any
adverse change in the condition (financial or otherwise) of the Company or any
Subsidiary; (iv) any breach of this Agreement or any other Loan Document by the
Company or any other Lender; or (v) any other circumstance, happening or event
whatsoever, whether or not similar to any of the foregoing.

     

    4.5.           Reimbursement Obligation of
the Company.  (a)  The Company agrees to reimburse
each Issuing Bank in respect of any Letter of Credit issued by such Issuing Bank
on the Business Day next succeeding the Business Day on which such Issuing Bank
notifies the Company of the date and amount of a draft presented under such
Letter of Credit and paid by such Issuing Bank for the amount of (i) such draft
so paid and (ii) any taxes, fees, charges or other costs or expenses reasonably
incurred by such Issuing Bank in connection with such payment.  Each
such payment shall be made to such Issuing Bank at its Issuing Office in the
Currency in which payment of such draft was made and in immediately available
funds.

     

    (b)           Interest
shall be payable on any and all amounts remaining unpaid by the Company under
this subsection from the date such amounts are required to be paid by the
Issuing Bank until payment in full at the ABR then in effect plus (i) to the
extent Original Tranche Lenders have purchased or could be required to purchase
participating interests in such amounts pursuant to subsection 4.4, 0% and (ii)
to the extent Extended Tranche Lenders have purchased or could be required to
purchase participating interests in such amounts pursuant to subsection 4.4, the
Applicable Margin for Extended Tranche ABR Loans then in effect, in each case
until the third (3rd) Business Day next succeeding the date of the relevant
notice and thereafter at the rates provided for above in this paragraph plus 2%
per annum.


    
      
         


      

      
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    4.6.           Obligations
Absolute.  (a)  The obligations of the Company under
this Section 4 shall be absolute and unconditional under any and all
circumstances and irrespective of any set-off, counterclaim or defense to
payment which the Company may have or have had against any Issuing Bank or any
beneficiary of a Letter of Credit.

     

    (b)           The
Company also agrees with each Issuing Bank in respect of each Letter of Credit
issued by such Issuing Bank that such Issuing Bank shall not be responsible for,
and the Company’s Reimbursement Obligations under subsection 4.5(a) shall not be
affected by, among other things, (i) the validity or genuineness of documents or
of any endorsements thereon, even though such documents shall in fact prove to
be invalid, fraudulent or forged, provided, that
reliance upon such documents by such Issuing Bank shall not have constituted
gross negligence or willful misconduct of such Issuing Bank or (ii) any dispute
between or among the Company and any beneficiary of any Letter of Credit or any
other party to which such Letter of Credit may be transferred or (iii) any
claims whatsoever of the Company against any beneficiary of such Letter of
Credit or any such transferee.

     

    (c)           The
Issuing Banks shall not be liable for any error, omission, interruption or delay
in transmission, dispatch or delivery of any message or advice, however
transmitted, in connection with any Letter of Credit, except for errors or
omissions caused by such Issuing Bank’s gross negligence or willful
misconduct.

     

    (d)           The
Company agrees that any action taken or omitted by any Issuing Bank under or in
connection with any Letter of Credit or the related drafts or documents, if done
in the absence of gross negligence or willful misconduct and in accordance with
the standards of care specified in the Uniform Customs (with respect to any
commercial Letter of Credit) or the ISP (with respect to any Standby Letter of
Credit), shall be binding on the Company and shall not result in any liability
of such Issuing Bank to the Company.

     

    4.7.           Letter of Credit
Payments.  If any draft shall be presented for payment to an
Issuing Bank under any Letter of Credit, such Issuing Bank shall promptly notify
the Company of the date and amount thereof.  The responsibility of the
Issuing Bank to the Company in connection with any draft presented for payment
under any Letter of Credit shall, in addition to any payment obligation
expressly provided for in such Letter of Credit, be limited to determining that
the documents (including each draft) delivered under such Letter of Credit in
connection with such presentment are in compliance with such Letter of
Credit.

     

    4.8.           Application.  To
the extent that any provision of any Application related to any Letter of Credit
is inconsistent with the provisions of this Section 4, the provisions of this
Section 4 shall apply.

     

    4.9.           Issuance of Letters of
Credit Priority for Acceptance of Time Drafts.  Notwithstanding
anything to the contrary contained in this Section 4, at any time when the
Convertible Notes Indenture shall have been amended to eliminate Section 4.08
thereof  or to modify such Section 4.08 to permit the incurrence of
Indebtedness (as defined therein) under this Agreement in an amount at least
equal to the aggregate Commitments, the Company may request that any Letter of
Credit permit drawings thereunder to be by means of acceptance by the Issuing
Bank of a time draft (a “Time Draft”) rather
than by payment of a sight draft.  Each Time Draft shall (in addition
to satisfying all of the provisions set forth in this Section 4, except to the
extent such provisions conflict with the provisions in this subsection 4.9 (in
which case this subsection 4.9 shall be controlling)) expire no later than the
earliest of (i) 90 days following the acceptance of such Time Draft by the
related Issuing Bank, (ii) 5 Business Days prior to the Extended Tranche
Termination Date and (iii) 180 days after the issuance of the Commercial Letter
of Credit pursuant to which such Time Draft is made.  Notwithstanding
anything to the contrary in this Agreement:


    
      
         


      

      
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    (a)           in
calculating the outstanding amount of L/C Obligations for purpose of determining
the amount of the Commitments available for usage as Letters of Credit under
subsection 4.1(a), the face amount of each outstanding and accepted Time Draft
shall be deemed to constitute L/C Obligations;

     

    (b)           in
calculating the undrawn face amount of any Letter of Credit for purposes of
determining the amount of Letter of Credit commission payable pursuant to
subsection 4.3(a), each Letter of Credit under which a Time Draft has been
issued and accepted shall be deemed undrawn to the extent of the face amount of
such Time Draft until such Time Draft has been paid; and

     

    (c)           each
L/C Participant shall be deemed to have an undivided interest equal to such L/C
Participant’s Commitment Percentage in the Issuing Bank’s rights and obligations
under any Time Draft accepted by such Issuing Bank under any Letter of
Credit.

     

    4.10.         L/C Cash
Accounts.  Notwithstanding anything to the contrary in this
Section 4, until the Convertible Notes Indenture shall have been amended to
eliminate Section 4.08 thereof or to modify such Section 4.08 to permit the
incurrence of Indebtedness (as defined therein) under this Agreement in an
amount at least equal to the aggregate Commitments, regardless of whether the
ratio test in such Section 4.08 is met, the Company will (a) arrange to have
funds on deposit in an L/C Cash Account with each Issuing Bank in an aggregate
amount at all times sufficient to pay (i) the aggregate then undrawn and
unexpired amount of the then outstanding Letters of Credit issued by such
Issuing Bank and (ii) the face amount of each outstanding Time Draft accepted by
such Issuing Bank and (b) provide irrevocable instructions to each Issuing Bank
to make payments in respect of drawings under such Letters of Credit and Time
Drafts from the funds on deposit in the applicable L/C Cash
Account.

     

    SECTION
5

     

    CERTAIN
PROVISIONS APPLICABLE TO THE LOANS AND LETTERS OF CREDIT

     

    5.1.           Facility
Fee.  (a)  Each Borrower agrees to pay to the
Administrative Agent (i) for the account of each Original Tranche Lender such
Borrower’s Applicable Percentage of a facility fee for the period from and
including the First Restatement Effective Date to, but excluding, the Original
Tranche Termination Date or such earlier date on which the Original Tranche
Commitments shall terminate as provided herein, computed at the applicable
Facility Fee Rate in effect from time to time on the average daily amount of the
Original Tranche Commitment (used and unused) of such Original Tranche Lender
during the period for which payment is made (or after the Original Tranche
Termination Date on the average daily amount of the Exposure of such Original
Tranche Lender), payable quarterly in arrears on the last day of each March,
June, September and December and on the Original Tranche Termination Date or
such earlier date on which the Original Tranche Commitments shall terminate as
provided herein, commencing on the first of such dates to occur after the First
Restatement Effective Date; and (ii) for the account of each Extended Tranche
Lender such Borrower’s Applicable Percentage of a facility fee for the period
from and including the Restatement Effective Date to, but excluding, the
Extended Tranche Termination Date or such earlier date on which the Extended
Tranche Commitments shall terminate as provided herein, computed at the
applicable Facility Fee Rate in effect from time to time on the average daily
amount of the Extended Tranche Commitment (used and unused) of such Extended
Tranche Lender during the period for which payment is made (or after the
Extended Tranche Termination Date on the average daily amount of the Exposure of
such Extended Tranche Lender), payable quarterly in arrears on the last day of
each March, June, September and December and on the Extended Tranche Termination
Date or such earlier date on which the Extended Tranche Commitments shall
terminate as provided herein, commencing on the first of such dates to occur
after the Restatement Effective Date.


    
      
         


      

      
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    (b)           Each
Borrower agrees to pay to the Administrative Agent, for its own account and for
the account of the Lenders, the fees specified in, and in the amounts and on the
dates set forth in, the Fee Letter required to be paid by such Borrower
thereunder.

     

    5.2.           Computation of Interest and
Fees.  (a)  Facility fees and, whenever it is
calculated on the basis of the Prime Rate, interest on ABR Loans shall be
calculated on the basis of a 365- (or 366-, as the case may be) day year for the
actual days elapsed; and, otherwise, interest and Letter of Credit commissions
shall be calculated on the basis of a 360-day year for the actual days
elapsed.  The Administrative Agent shall as soon as practicable notify
the Company and the Lenders of each determination of a Eurocurrency
Rate.  Any change in the ABR due to a change in the Prime Rate, the
Three-Month Secondary CD Rate, the Federal Funds Effective Rate or the Adjusted
Eurocurrency Rate shall be effective as of the opening of business on the
effective day of such change in the Prime Rate, the Three-Month Secondary CD
Rate, the Federal Funds Effective Rate or the Adjusted Eurocurrency Rate,
respectively.  The Administrative Agent shall as soon as practicable
notify the Company and the Lenders of the effective date and the amount of each
such change in interest rate.

     

    (b)           Each
determination of an interest rate by the Administrative Agent pursuant to any
provision of this Agreement shall be conclusive and binding on the Borrowers and
the Lenders in the absence of manifest error.  The Administrative
Agent shall, at the request of the Company, deliver to the Company a statement
showing the quotations used by the Administrative Agent in determining any
Eurocurrency Rate.

     

    5.3.           Pro Rata Treatment and
Payments.  (a)  Each borrowing by a Borrower of
Committed Rate Loans and, except as provided in subsection 2.4(c), any reduction
of the Commitments of the Lenders shall be made pro rata according to the
respective Commitment Percentages of the Lenders.  Each payment by a
Borrower on account of its Applicable Percentage of (i) any facility fee
hereunder payable to the Original Tranche Lenders shall be made pro rata among
the Original Tranche Lenders according to the respective Original Tranche
Commitment Percentages of the Original Tranche Lenders, and (ii) any facility
fee hereunder payable to the Extended Tranche Lenders shall be made pro rata
among the Extended Tranche Lenders according to the respective Extended Tranche
Commitment Percentages of the Extended Tranche Lenders.  Except as
provided in subsection 2.3(a) and for payments received by the Secured Parties
out of proceeds realized from the exercise of remedies under the Collateral
Documents, each payment (including each prepayment) by a Borrower on account of
principal of and interest on any Committed Rate Loans shall be made pro rata according to the
respective outstanding principal amounts of the Committed Rate Loans of such
Borrower then due and owing to the Lenders.  All payments (including
prepayments) to be made by a Borrower hereunder, whether on account of
principal, interest, fees, Reimbursement Obligations or otherwise, shall be made
without set off or counterclaim.  All payments in respect of Committed
Rate Loans in any Currency shall be made in such Currency and in immediately
available funds at the Payment Office, and at or prior to the Payment Time, for
such Type of Loans and such Currency, on the due date thereof.  The
Administrative Agent shall distribute to the Lenders any payments received by
the Administrative Agent promptly upon receipt in like funds as
received.  If any payment hereunder becomes due and payable on a day
other than a Business Day, such payment shall be extended to the next succeeding
Business Day, and, with respect to payments of principal, interest thereon shall
be payable at the then applicable rate during such extension.


    
      
         


      

      
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    (b)           Unless
the Administrative Agent shall have been notified in writing by any Lender prior
to a Borrowing Date in respect of Committed Rate Loans that such Lender will not
make the amount that would constitute its Commitment Percentage of such
borrowing available to the Administrative Agent, the Administrative Agent may
assume that such Lender is making such amount available to the Administrative
Agent, and the Administrative Agent may, in reliance upon such assumption, make
available to the applicable Borrower requesting such Loan a corresponding
amount.  If such amount is not made available to the Administrative
Agent by the required time on the Borrowing Date therefor, such Lender shall pay
to the Administrative Agent, on demand, such amount with interest thereon at a
rate equal to (A) in the case of any such Committed Rate Loans denominated in
Dollars, the daily average Federal funds rate, as quoted by the Administrative
Agent, or (B) in the case of any Committed Rate Loans denominated in an
Available Foreign Currency, the rate customary in such Currency for settlement
of similar inter-bank obligations, as quoted by the Administrative Agent, in
each case for the period until such Lender makes such amount immediately
available to the Administrative Agent.  A certificate of the
Administrative Agent submitted to any Lender with respect to any amounts owing
under this subsection shall be conclusive in the absence of manifest
error.  If such Lender’s Commitment Percentage of such borrowing is
not made available to the Administrative Agent by such Lender within three
Business Days of such Borrowing Date, the Administrative Agent shall also be
entitled to recover such amount with interest thereon at the rate per annum
applicable to the applicable Class of Committed Rate Loans in such Currency
hereunder, on demand, from the applicable Borrower of such Loan.

     

    5.4.           Requirements of
Law.  (a)  If after the First Restatement Effective
Date the adoption of or any change in any Requirement of Law or in the
interpretation thereof by any Governmental Authority charged with the
administration or interpretation thereof or compliance by any Lender with any
request or directive (whether or not having the force of law) applicable
generally in the jurisdiction of such Lender to banking institutions of the same
type as such Lender


    
      
         


      

      
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    (i)           shall
subject any Lender to any tax of any kind whatsoever with respect to this
Agreement, any Eurocurrency Loan made by it to a Borrower or any Extension of
Credit to a Borrower, or change the basis of taxation of payments to such Lender
in respect thereof (except for Non-Excluded Taxes covered by subsection 5.5
(whether or not any additional amount is payable by a Borrower thereunder) and
the imposition of, or any change in the rate or other basis of, any Excluded Tax
payable by such Lender);

     

    (ii)           shall
impose, modify or hold applicable any reserve, special deposit, compulsory loan
or similar requirement against assets held by, deposits with or for the account
of, or advances, loans or other extensions of credit by, any office of such
Lender which is not otherwise included in the determination of the Eurocurrency
Rate; or

     

    (iii)           shall
impose on such Lender any other condition affecting Eurocurrency Loans made by
such Lender to a Borrower, or Extensions of Credit by such Lender to a
Borrower;

     

    and the
result of any of the foregoing is to increase the cost to such Lender, by an
amount which such Lender reasonably deems to be material, of making, converting
into, continuing or maintaining Eurocurrency Loans to a Borrower or issuing for
or participating in Letters of Credit of the Company or to reduce any amount
receivable hereunder in respect thereof, and such Lender has no reasonable means
(as it shall determine in its sole discretion acting in good faith) to avoid
such costs or reductions, then, in any such case, the applicable Borrower of
such Loan or, in the case of the Company, with respect to such Letter of Credit
shall promptly pay such Lender following receipt of a certificate of such Lender
in accordance with subsection 5.4(c) such additional amount or amounts as will
compensate such Lender for such increased cost or reduction
suffered.

     

    (b)           If
any Lender shall have determined that the adoption of or any change in any
Requirement of Law regarding capital adequacy or in the interpretation thereof
by any Governmental Authority charged with the administration or interpretation
thereof or compliance by such Lender or any corporation controlling such Lender
with any request or directive regarding capital adequacy (whether or not having
the force of law) made subsequent to the First Restatement Effective Date shall
have the effect of reducing the rate of return on such Lender’s or such
corporation’s capital, if any, as a consequence of its obligations hereunder to
a level below that which such Lender or such corporation could have achieved but
for such adoption, change or compliance (taking into consideration such Lender’s
or such corporation’s policies with respect to capital adequacy) by an amount
deemed by such Lender to be material, then from time to time, each Borrower
shall promptly pay to such Lender following receipt of a certificate of such
Lender in accordance with subsection 5.4(c) its Applicable Percentage of such
additional amount or amounts as will compensate such Lender for any such
reduction suffered.  Notwithstanding any other provision in this
paragraph (b), no Lender shall be entitled to demand compensation pursuant to
this paragraph (b) if it shall not then be the general practice of such Lender
or such corporation to demand such compensation in similar circumstances under
comparable provisions of other comparable credit agreements.


    
      
         


      

      
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    (c)           A
certificate of each Lender setting forth such amount or amounts as shall be
necessary to compensate such Lender or such corporation as specified in
paragraph (a) or (b) above, as the case may be, and setting forth in reasonable
detail an explanation of the basis of requesting such compensation in accordance
with paragraph (a) or (b) above, including calculations in detail comparable to
the detail set forth in Certificates delivered to such Lender in similar
circumstances under comparable provisions of other comparable credit agreements,
shall be delivered to the Borrowers and shall be conclusive absent manifest
error.  Each Borrower, as required by paragraph (a) or (b) above,
shall pay each Lender the amount shown as due on any such certificate delivered
to it within ten (10) days after its receipt of the same.

     

    (d)           Failure
on the part of any Lender to demand compensation for any increased costs or
reduction in amounts received or receivable or reduction in return on capital
with respect to any period shall not constitute a waiver of such Lender’s right
to demand compensation with respect to such period or any other period, except
that no Lender shall be entitled to compensation under this subsection 5.4 for
any such costs incurred or any such reduction suffered with respect to any date
unless such Lender shall have notified the Borrowers that it will demand
compensation for such costs or reductions under paragraph (c) above, not more
than six months after the later of (i) such date and (ii) the date on which such
Lender as applicable, shall have become aware of such costs or
reductions.  The protection of this subsection 5.4 shall be available
to each Lender regardless of any possible contention of the invalidity or
inapplicability of the law, rule, regulation, guideline or other change or
condition that shall have occurred or been imposed.

     

    (e)           The
agreements in this subsection shall survive the termination of this Agreement
and the payment of the Loans and all other amounts payable
hereunder.

     

    5.5.           Taxes.  (a)  All
payments made by the Borrowers under this Agreement shall be made free and clear
of, and without deduction or withholding for or on account of, any present or
future income, stamp or other taxes, levies, imposts, duties, charges, fees,
deductions or withholdings, now or hereafter imposed, levied, collected,
withheld or assessed by any Governmental Authority (other than Excluded
Taxes).  If any such non-excluded taxes, levies, imposts, duties,
charges, fees deductions or withholdings (together with any interest, additions
to tax and penalties applicable thereto, “Non-Excluded Taxes”)
are required to be withheld from any amounts payable by a Borrower to the
Administrative Agent or any Lender hereunder, the amounts so payable to the
Administrative Agent or such Lender shall be increased to the extent necessary
to yield to the Administrative Agent or such Lender (after payment of all
Non-Excluded Taxes) interest or any such other amounts payable hereunder at the
rates or in the amounts specified in this Agreement.  Whenever any
Non-Excluded Taxes are payable by a Borrower, such Borrower shall timely pay
such Non-Excluded Taxes and shall send to the Administrative Agent for its own
account or for the account of such Lender, as the case may be, a certified copy
of an original official receipt received by such Borrower showing payment
thereof.  If the applicable Borrower fails to pay any Non-Excluded
Taxes when due to the appropriate taxing authority or fails to remit to the
Administrative Agent the required receipts or other required documentary
evidence, such Borrower shall indemnify the Administrative Agent and the Lenders
for any incremental taxes, interest or penalties that may become payable by the
Administrative Agent or any Lender as a result of any such
failure.  Notwithstanding the foregoing, each Borrower shall not be
required to make any payments in respect of Non-Excluded Taxes to any Lender
that has changed the Funding Office at which it maintains the Extensions of
Credit to which such Non-Excluded Taxes relate (other than any such change in
Funding Office made by such Lender pursuant to subsection 5.7 to avoid or
minimize the application or effects of subsection 5.4 or 5.5) in an amount
greater than such Borrower would have been required to pay pursuant to this
subsection 5.5 if no such change in Funding Office had occurred.  The
agreements in this subsection shall survive the termination of this Agreement
and the payment of the Loans and all other amounts payable
hereunder.


    
      
         


      

      
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    (b)           Each
Lender that is entitled to an exemption from or reduction of withholding tax
under the law of the jurisdiction in which a Borrower is resident for tax
purposes, or any treaty to which such jurisdiction is a party, with respect to
payments hereunder or under any other Loan Document shall deliver to the Company
and any other relevant Borrower (with a copy to the Administrative Agent), at
the time or times prescribed by applicable law or reasonably requested by the
Company, any other relevant Borrower or the Administrative Agent, such properly
completed and executed documentation prescribed by applicable law as will permit
such payments to be made without withholding or at a reduced rate of
withholding, provided that (except
in the case of taxes imposed by the United States that are in effect as of the
date hereof) such Lender has received written notice from a Borrower advising it
of the availability of such exemption or reduction and supplying all applicable
documentation.  In addition, any Lender, if requested by the Company,
any other relevant Borrower or the Administrative Agent, shall deliver such
other documentation prescribed by applicable law or reasonably requested by the
Company, any other relevant Borrower or the Administrative Agent as will enable
the Company, any other relevant Borrower or the Administrative Agent to
determine whether or not such Lender is subject to backup withholding or
information reporting requirements, provided such Lender is legally able to do
so and provided that (except in the case of taxes imposed by the United States
that are in effect as of the date hereof) such Lender has received written
notice from a Borrower advising it of the availability of any exemption from
such backup withholding or information reporting requirements and supplying all
applicable documentation.

     

    Without
limiting the generality of the foregoing, each Lender that is not incorporated,
created or organized under the laws of the United States of America or a state
or political subdivision thereof (a “Non-U.S. Lender”)
shall:

     

    (i)           deliver
to the Company and the Administrative Agent (A) two duly completed copies of
either United States Internal Revenue Service Form W-8BEN (with respect to
entitlement to treaty benefits) or W-8ECI, or successor applicable form, as
applicable, (B) in the case of a Non-U.S. Lender claiming exemption from U.S.
Federal withholdings tax under Section 871(h) or 881(c) of the Code with respect
to payments of “portfolio interest,” a statement substantially in the form of
Exhibit I
hereto and a Form W-8BEN, and (C) any other form prescribed by applicable law as
a basis for claiming exemption from or a reduction in U.S. Federal withholding
tax duly completed together with such supplementary documentation as may be
prescribed by applicable law to permit the Company to determine the withholding
or deduction required to be made; or applicable successor form, in each case,
demonstrating such Non-U.S. Lender’s entitlement to a complete exemption from
U.S. Federal withholding tax on all payments by the Company under this
Agreement,


    
      
         


      

      
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    (ii)           deliver
to the Company and the Administrative Agent two further current copies of any
such form or certification on or before the date that any such form or
certification expires or becomes obsolete and after the occurrence of any event
requiring a change in the most recent form previously delivered by it to the
Company; and

     

    (iii)           obtain
such extensions of time for filing and complete such forms or certifications as
may reasonably be requested by the Company or the Administrative
Agent;

     

    unless in
any such case an event (including, without limitation, any change in treaty, law
or regulation) has occurred prior to the date on which any such delivery would
otherwise be required which renders all such forms inapplicable or which would
prevent such Lender from duly completing and delivering any such form with
respect to it and such Lender so advises the Company and the Administrative
Agent of the legal basis therefor.  Each Person that shall become a
Lender or a Participant pursuant to subsection 12.6 shall, upon the
effectiveness of the related transfer, be required to provide all of the forms
and statements required pursuant to this subsection, provided that in the
case of a Participant such Participant shall furnish all such required forms and
statements to the Lender from which the related participation shall have been
purchased.

     

    (c)           The
parties hereto agree that (i) this Agreement, which amends and restates the
Existing Credit Agreement, is a “significant modification” (within the meaning
of Section 1.1001-3 of the U.S. Treasury Regulations) of the outstanding
Committed Rate ABR Loans and the outstanding Committed Rate Eurocurrency Loans
for such Lenders that elect to convert such outstanding Loans to the Extended
Tranche Committed Rate ABR Loans and the Extended Tranche Committed Rate
Eurocurrency Loans, and (ii) the “issue price” (as defined in Section 1273(b) of
the Code) of the Extended Tranche Committed Rate ABR Loans and the Extended
Tranche Committed Rate Eurocurrency Loans is, in each case, equal to such Loan’s
“stated redemption price at maturity” (as defined in Section 1273(a)(2) of the
Code).  The parties hereto agree not to take any position with a
Governmental Authority that is inconsistent with the treatment described in the
previous sentence unless required by a “determination” as defined in Section
1313(a) of the Code or otherwise determined by the U.S. Internal Revenue
Service.

     

    5.6.           Indemnity.  Each
Borrower agrees to indemnify each Lender and to hold each Lender harmless from
any loss or reasonable expense which such Lender may sustain or incur as a
consequence of (a) default by such Borrower in making a borrowing of, conversion
into or continuation of a Loan after such Borrower has given a notice requesting
the same in accordance with the provisions of this Agreement, (b) default by
such Borrower in making any prepayment after such Borrower has given a notice
thereof in accordance with the provisions of this Agreement or (c) the making by
such Borrower of a prepayment of Eurocurrency Loans or Competitive Advance Loans
on a day which is not the last day of an Interest Period or the maturity date,
as the case may be, with respect thereto.  Such loss or reasonable
expense shall be equal to the sum of (a) such Lender’s actual costs and expenses
incurred (other than any lost profits) in connection with, or by reason of, any
of the foregoing events and (b) an amount equal to the excess, if any, as
reasonably determined by such Lender of (i) its cost of obtaining the funds for
the Loan being paid, prepaid, converted or continued (assumed to be the
Eurocurrency Rate applicable thereto) for the period from and including the date
for such payment, prepayment, conversion or continuation to but excluding the
last day of the Interest Period for such Loan over (ii) the amount of interest
(as reasonably determined by such Lender) that would be realized by such Lender
in reemploying the funds so paid, prepaid, converted or continued for such
period or Interest Period, as the case maybe.  A certificate of any
Lender setting forth any amount or amounts, including calculations in reasonable
detail, that such Lender is entitled to receive pursuant to this subsection 5.6
shall be delivered to the applicable Borrower and shall be conclusive absent
manifest error.  This covenant shall survive the termination of this
Agreement and the payment of the Loans and all other amounts payable
hereunder.


    
      
         


      

      
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    5.7.           Change of Lending
Office.  (a)  Each Lender agrees that upon the
occurrence of any event giving rise to the operation of subsection 5.4 or 5.5,
it will use reasonable efforts (consistent with legal and regulatory
restrictions) to file any certificate or document requested by the Borrowers or
designate a different lending office for Extensions of Credit affected by such
event or to assign its rights and obligations hereunder to another of its
offices, branches or affiliates with the object of avoiding or minimizing the
consequences of such event; provided, that such
filing, designation or assignment is made on terms that, in the sole judgment of
such Lender, cause such Lender and its lending office(s) to suffer no material
economic, legal or regulatory disadvantage; and, provided, further, that nothing
in this subsection 5.7 shall affect or postpone any of the obligations of the
Company or the rights of any Lender pursuant to subsection 5.4 or
5.5.

     

    (b)           In
the event that any Lender shall have delivered a notice or certificate pursuant
to subsection 5.4 or 5.5, or if any Lender shall default in its obligations to
fund any Loans hereunder, then the Company shall have the right, but not the
obligation, at its expense, upon notice to such Lender and the Administrative
Agent, to replace such Lender with an assignee (in accordance with and subject
to the restrictions contained in subsection 12.6), and such Lender hereby agrees
to transfer and assign without recourse (in accordance with and subject to the
restrictions contained in subsection 12.6) all its interests, rights and
obligations under this Agreement to such assignee; provided, however, that no
Lender shall be obligated to make any such assignment unless (i) such assignment
shall not violate any Requirement of Law, (ii) such assignee shall pay to the
affected Lender in immediately available funds on the date of such assignment
the outstanding principal amount of the Loans made by such Lender hereunder and
(iii) each Borrower shall pay to the affected Lender in immediately available
funds on the date of such assignment the interest accrued to the date of payment
on the Loans made by such Lender hereunder to such Borrower and all other
amounts accrued for such Lender’s account or owed to it hereunder (including any
amount that would be payable to such Lender pursuant to subsection 5.6 if such
assignment were, instead, a prepayment).

     

    5.8.           Company Controls on
Exposure; Calculation of Exposure; Prepayment if Exposure Exceeds
Commitments.  i)  The Company will monitor the
borrowings and repayments of Loans by the Borrowers and the issuance of and
drawings under Letters of Credit and Time Drafts, with the object of preventing
any request for an Extension of Credit that would result in (i) the aggregate
amount of the Exposure being in excess of the Commitments, (ii) the aggregate
amount of the Original Tranche Exposure being in excess of the Original Tranche
Commitments or (iii) the aggregate amount of the Extended Tranche Exposure being
in excess of the Extended Tranche Commitments, and of promptly identifying and
remedying any circumstance where, by reason of changes in exchange rates, (x)
the aggregate amount of the Exposure does exceed the Commitments, (y) the
aggregate amount of Original Tranche Exposure does exceed the Original Tranche
Commitments or (z) the aggregate amount of the Extended Tranche Exposure does
exceed the Extended Tranche Commitments.  In the event that at any
time the Company determines that the aggregate amount of the Exposure, the
Original Tranche Exposure or the Extended Tranche Exposure, as the case may be,
exceeds the aggregate amount of the Commitments, the Original Tranche
Commitments or the Extended Tranche Commitments, respectively, by more than 5%,
each Borrower will, as soon as practicable but in any event within five (5)
Business Days of making such determination, make such repayments or prepayments
of Loans made to such Borrower as shall be necessary to cause the aggregate
amount of the Exposure, the Original Tranche Exposure or the Extended Tranche
Exposure, as the case may be, to no longer exceed the Commitments, the Original
Tranche Commitments or the Extended Tranche Commitments,
respectively.


    
      
         


      

      
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    (b)           The
Administrative Agent will calculate the aggregate amount of the Exposure, the
Original Tranche Exposure and the Extended Tranche Exposure (including the
aggregate amount of L/C Obligations) from time to time, and in any event not
less frequently than once during each calendar week.  In making such
calculations, the Administrative Agent will rely on the information most
recently received by it from Lenders in respect of outstanding Competitive
Advance Loans and from Issuing Banks in respect of outstanding Letters of Credit
(including, with respect to such Issuing Banks, the conversion ratios in respect
of the non-Dollar denominated Letters of Credit provided to the Administrative
Agent by such Issuing Banks on the fifteenth day and the end of each month (or
on the Business Day next succeeding such days)).  Upon making each
such calculation, the Administrative Agent will inform the Company of the
results thereof and, upon the request of any Lender, inform such Lender of the
results thereof.

     

    (c)           In
the event that on any date the Administrative Agent calculates that the
aggregate amount of the Exposure, the Original Tranche Exposure or the Extended
Tranche Exposure, as the case may be, exceeds the aggregate amount of the
Commitments, the Original Tranche Commitments or the Extended Tranche
Commitments, respectively, by more than 5%, the Administrative Agent will give
notice to such effect to the Company.  Within five Business Days after
receipt of any such notice, each Borrower will, as soon as practicable but in
any event within five Business Days of receipt of such notice, make such
repayments or prepayments of Loans made to such Borrower as shall be necessary
to cause the aggregate amount of the Exposure, the Original Tranche Exposure or
the Extended Tranche Exposure, as the case may be, to no longer exceed the
Commitments, the Original Tranche Commitments or the Extended Tranche
Commitments, respectively.

     

    (d)           Any
prepayment required to be made pursuant to this subsection 5.8 shall be
accompanied by payment of amounts payable, if any, pursuant to subsection 5.6 in
respect of the amount so prepaid.

     

    5.9.           Tax
Confirmation.  (a)  Upon written request of the
Additional Borrower, and additionally as provided in paragraph (f) below, the
Lenders shall, as soon as reasonably practicable, issue confirmations (each a
“Tax
Confirmation”), but not more than once a year unless the Company
demonstrates to the satisfaction of the Administrative Agent that more than one
Tax Confirmation is required in a particular year, in order to enable the
Additional Borrower to provide sufficient proof to the German tax authorities
about absence of any back-to-back financing within the meaning of Section 8a of
the German Corporate Income Tax Act (Körperschaftsteuergesetz).


    
      
         


      

      
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    (b)           The
Additional Borrower will forward to the Lenders such information which may be
reasonably required by the Lenders (based on the then applicable practice of the
German tax authorities) to enable the Lenders to issue the Tax
Confirmation.

     

    (c)           The
Tax Confirmations shall not contain any statements that the Lenders are not
permitted to issue by law, administrative rule or regulation of the jurisdiction
the relevant Lender or any of its affiliates is subject to.

     

    (d)           The
Borrowers confirm to each Lender and to the Administrative Agent that the Tax
Confirmations will be issued by the Lenders exclusively at the request of the
Additional Borrower and solely for providing proof to the German tax authorities
of the absence of any back-to-back-financing with respect to the Loan Documents
and that neither the Lenders nor the Administrative Agent are responsible for
examining the Borrowers’ tax position or for achieving any certain tax treatment
of the Borrowers. Furthermore, each Borrower confirms to each Lender and to the
Administrative Agent that a Tax Confirmation is not given for the Borrowers to
rely on, but only for delivery to the competent tax authorities and that,
therefore, no Borrower shall raise any claims against a Lender or the
Administrative Agent based on, or in connection with, a (correct or incorrect)
Tax Confirmation. No Lender will be, and the Administrative Agent will not be,
liable for any loss, expense or any other cost whatsoever incurred or suffered
by a Borrower as a consequence of any Tax Confirmation made by a Lender (or by
the Administrative Agent on behalf of a Lender); provided, that the
Borrowers shall have no obligation hereunder with respect to any loss, expense
or other cost arising from the gross negligence or willful misconduct of a
Lender (or by the Administrative Agent on behalf of a Lender).

     

    (e)           The
Lenders agree to issue the Tax Confirmations in each case substantially in the
form attached hereto as Exhibit J (Form of
Tax Confirmation).  Any costs and expenses reasonably incurred by any
Lender in connection with the provision of the Tax Confirmations will be borne
by the Additional Borrower.

     

    (f)           The
Lenders will issue an amended form of Tax Confirmation to be reasonably agreed
upon in the event that the tax laws (or the official interpretation of them by
the German tax administration) applicable as of the Restatement Effective Date
are amended. Each Lender is permitted to issue an adjusted Tax Confirmation at
any time, and, in particular, in respect of any amendment to the Loan
Documents.

     

    (g)           Each
of the Company and the Additional Borrower will hold harmless the Lenders or any
of them from any claims raised against them by third parties only on the grounds
of having issued a Tax Confirmation; provided, that the
Borrowers shall have no obligation hereunder with respect to liabilities arising
from the gross negligence or willful misconduct of a Lender (or by the
Administrative Agent on behalf of a Lender).


    
      
         


      

      
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    SECTION
6

     

    REPRESENTATIONS
AND WARRANTIES

     

    To induce
the Administrative Agent and the Lenders to enter into this Agreement, to make
the Loans and to issue and/or participate in the Letters of Credit, each of the
Borrowers hereby represents and warrants to the Administrative Agent and each
Lender that:

     

    6.1.           Financial
Condition.  The audited consolidated balance sheet of the
Company and its consolidated Subsidiaries as at June 30, 2008 and the related
consolidated statements of income and of cash flows for the fiscal year ended on
such date, reported on by KPMG LLP and set forth in the Company’s annual report
for the year ended June 30, 2008, as filed with the SEC on Form 10-K, copies of
which have heretofore been furnished to each Lender, present fairly the
consolidated financial condition of the Company and its consolidated
Subsidiaries as at such date, and their consolidated results of operations and
cash flows for such fiscal year.  The unaudited consolidated balance
sheets of the Company and its consolidated Subsidiaries as of December 31, 2008
and the related unaudited consolidated statements of income and cash flows for
the six-month period ended on such date, present fairly the consolidated
financial condition of the Company and its consolidated Subsidiaries as of such
date, and their consolidated results of operations and cash flows for the
six-month period then ended (subject to normal year-end audit adjustments and
the absence of footnotes).  All such financial statements, including
the related schedules and notes thereto, have been prepared in accordance with
GAAP applied consistently throughout the periods involved (except as approved by
such accountants or Responsible Officer of the Company, as the case may be, and
as disclosed therein).

     

    6.2.           No
Change.  Since December 31, 2008, there has been no development
or event which has had or is reasonably expected to have a Material Adverse
Effect.

     

    6.3.           Corporate Existence;
Compliance with Law.  Each of the Company and its Subsidiaries
(a) is duly incorporated or organized, validly existing and in good standing
under the laws of the jurisdiction of its incorporation or other organization,
except to the extent, with respect to a Subsidiary, where any failure to
maintain existence or good standing would not have a Material Adverse Effect,
(b) has the corporate or other organizational power and authority to own and
operate its property, to lease the property it operates as lessee and to conduct
the business in which it is currently engaged, (c) is duly qualified as a
foreign corporation or other entity under the laws of each jurisdiction where
its ownership, lease or operation of property or the conduct of its business
requires such qualification except to the extent that any failure to so qualify
would not reasonably expected to have a Material Adverse Effect and (d) is in
compliance with all applicable Requirements of Law except to the extent that any
failure to so comply is not reasonably expected to have a Material Adverse
Effect.

     

    6.4.           Corporate Power;
Authorization; Enforceable Obligations.  Each Loan Party has
the corporate or organizational power, as applicable, and authority to make,
deliver and perform the Loan Documents to which it is a party and, in the case
of each Borrower, to borrow hereunder and has taken all necessary corporate or
organizational action, as applicable, to authorize the borrowings on the terms
and conditions of this Agreement and to authorize the execution, delivery and
performance of the Loan Documents to which it is a party.  No consent
or authorization of, filing with, notice to or other act by or in respect of,
any Governmental Authority or any other Person is required in connection with
the borrowings hereunder or with the execution, delivery, performance, validity
or enforceability of the Loan Documents to which a Loan Party is a party, except
for any failure to obtain any such consent or authorization or make any such
filing in connection with the borrowings hereunder that would not reasonably be
expected to have a Material Adverse Effect.  This Agreement has been,
and each other Loan Document will be, duly executed and delivered on behalf of
each Loan Party that is a party thereto.  This Agreement constitutes,
and each other Loan Document when executed and delivered will constitute, a
valid and binding obligation of each Loan Party that is a party thereto,
enforceable against it in accordance with its terms, except as enforceability
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium
or similar laws affecting the enforcement of creditors’ rights generally and by
general equitable principles (whether enforcement is sought by proceedings in
equity or at law).


    
      
         


      

      
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    6.5.           No Legal
Bar.  The execution, delivery and performance of the Loan
Documents to which a Loan Party is a party, the borrowings hereunder and the use
of the proceeds thereof will not (a) violate any Requirement of Law or
Contractual Obligation of the Company or of any of its Subsidiaries except where
any such violation would not reasonably expected to result in a Material Adverse
Effect or (b) result in the creation or imposition of any Lien (except for Liens
created under the Loan Documents) on any of its or their respective properties
or revenues pursuant to any such Requirement of Law or Contractual Obligation
except where any such creation or imposition of any such Lien would not
reasonably be expected to have a Material Adverse Effect.

     

    6.6.           No Material
Litigation.  No litigation, investigation or proceeding of or
before any arbitrator or Governmental Authority is pending or, to the knowledge
of the Company, threatened by or against the Company or any of its Subsidiaries
or against any of its or their respective properties or revenues (a) with
respect to any of the Loan Documents or any of the transactions contemplated
hereby or thereby or (b) which is reasonably expected to have a Material Adverse
Effect.

     

    6.7.           No
Default.  Neither the Company nor any of its Subsidiaries is in
default under or with respect to any of its Contractual Obligations in any
respect which would reasonably be expected to have a Material Adverse
Effect.  No Default or Event of Default has occurred and is
continuing.

     

    6.8.           Ownership of Real Property;
Liens.  Each of the Company and its Subsidiaries has good and
marketable title to, or valid leasehold interests in, all of its material real
property, except for minor defects in title and other Liens that do not
interfere in any material respect with such Person’s ability to conduct its
business as presently conducted.  All such material real properties
are free and clear of all Liens, other than Liens permitted by subsection
9.3.

     

    6.9.           Intellectual
Property.  The Company and each of its Subsidiaries owns, or is
licensed to use, all trademarks, tradenames, copyrights, technology, know-how
and processes required for the conduct of its business as currently conducted
except for any such failures to own or license which would not reasonably
expected to have a Material Adverse Effect (the “Intellectual
Property”).  No claim has been asserted against the Company or
any Subsidiary and is pending by any Person challenging the use by the Company
or any Subsidiary of any such Intellectual Property or the validity or
effectiveness of any such Intellectual Property, nor does the Company know of
any valid basis for any such claim, except, in each case, for any claims that
would not reasonably be expected to have a Material Adverse
Effect.  To the knowledge of the Company, the use of such Intellectual
Property by the Company and its Subsidiaries does not infringe on the rights of
any Person, except for such claims and infringements that, in the aggregate, are
not reasonably expected to have a Material Adverse Effect.


    
      
         


      

      
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    6.10.         Taxes.  Each
of the Company and its Subsidiaries has filed or caused to be filed all United
States federal income tax returns and all material foreign income, excise and
other tax returns which, to the knowledge of the Company, are required to be
filed by the Company or any such Subsidiary and has paid or made for the
provision of payment of all taxes shown to be due and payable on said returns or
on any assessments made against it or any of its property in respect thereof
received by the Company or its Subsidiaries and all other taxes, fees or other
charges imposed on it or any of its property by any Governmental Authority
(other than any amount the validity of which is currently being contested in
good faith by appropriate proceedings and with respect to which reserves in
conformity with GAAP have been provided on the books of the Company or its
Subsidiaries, as the case may be) except, in each case, (a) taxes that are being
contested in good faith and for which adequate reserves have been provided and
(b) other taxes where any such failure to file or any such failure to pay would
not reasonably be expected to have a Material Adverse Effect; no tax Lien has
been filed in respect of any material amount of unpaid taxes in respect of
which, to the knowledge of the Company, any claim is being asserted, except
where such claim is not reasonably expected to result in a Material Adverse
Effect.

     

    6.11.         Federal
Regulations.  No part of the proceeds of any Loans will be used
for “purchasing” or “carrying” any “margin stock” within the respective meanings
of each of the quoted terms under Regulation U of the Board as now and from time
to time hereafter in effect.  If requested by any Lender or the
Administrative Agent, the Company will furnish to the Administrative Agent and
each Lender a statement to the foregoing effect in conformity with the
requirements of said Regulation U and any applicable forms required from time to
time thereunder.

     

    6.12.
        ERISA.  Except
as would not reasonably be expected, either individually or in the aggregate, to
have a Material Adverse Effect, (i) neither a Reportable Event which would
reasonably be expected to result in the termination of a Plan nor a failure of
any Plan to satisfy the minimum funding standards (within the meaning of Section
412 of the Code or Section 302 of ERISA) applicable to such Plan, in each
instance whether or not waived, has occurred during the five-year period prior
to the date on which this representation is made or deemed made on the date of
any Extension of Credit with respect to any Plan; (ii) each Plan and
Multiemployer Plan has complied in all material respects with the applicable
provisions of ERISA and the Code; (iii) no termination of a Plan has occurred,
and no Lien (other than Liens permitted under subsection 9.3) on assets of the
Company or any Commonly Controlled Entity in favor of the PBGC or a Plan has
arisen, during such five-year period; and (iv) the present value of all accrued
benefits under each Plan (based on the assumptions used for purposes of
Statement of Financial Accounting Standards No. 87) did not, as of the last
annual valuation date prior to the date on which this representation is made or
deemed made on the date of any Extension of Credit, exceed the fair market value
of the assets of such Plan allocable to such accrued benefits.  Except
as would not reasonably be expected, either individually or in the aggregate, to
have a Material Adverse Effect, (i) neither the Company nor any Commonly
Controlled Entity has had a complete or partial withdrawal from any
Multiemployer Plan; (ii) neither the Company nor any Commonly Controlled Entity
would become subject to any liability under ERISA if (a) the Company or any such
Commonly Controlled Entity were to withdraw completely from all Multiemployer
Plans as of the valuation date most closely preceding the date on which this
representation is made or deemed made or (b) any such Multiemployer Plan is in
Reorganization or Insolvent or is in “endangered” or “critical” status (within
the meaning of Section 432 of the Code or Section 305 of ERISA).  The
present value (based on the assumptions used for purposes of Statement of
Financial Accounting Standards No. 106) of the liability of the Company and each
Commonly Controlled Entity for accrued post-retirement benefits to be provided
to their current and former employees under welfare benefit plans (as defined in
Section 3(1) of ERISA) does not, in the aggregate, exceed the fair market value
of the assets under all such plans allocable to such benefits by an amount in
excess of $25,000,000.


    
      
         


      

      
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    6.13.         Investment Company Act;
Other Regulations.  No Loan Party is an “investment company”,
or a company “controlled” by an “investment company,” within the meaning of the
Investment Company Act of 1940, as amended.  No Loan Party is subject
to regulation under any Federal or State statute or regulation (other than
Regulation X of the Board) which limits its ability to incur Indebtedness under
the Loan Documents.

     

    6.14.         Subsidiaries.  As
of the date of this Agreement, Schedule 6.14 lists
all the Subsidiaries of the Company as of the Restatement Effective
Date.

     

    6.15.         Purpose of Loans and Letters
of Credit.  The proceeds of the Loans and the Letters of Credit
shall be used by the Company and its Subsidiaries for general corporate purposes
including, without limitation, working capital, letters of credit, repayment,
prepayment or purchase of long-term Indebtedness, Investments and Restricted
Payments.

     

    6.16.         Accuracy and Completeness of
Information.  All written certificates, documents and written
statements heretofore furnished by the Company to the Lenders for use in
connection with this Agreement, and all such information hereafter furnished by
the Company to any Lender for use in connection with this Agreement, will not,
at the time delivered, taken as a whole with all other certificates, documents
and written statements furnished substantially contemporaneously therewith,
contain any untrue statement of a material fact or omit to state a material fact
known to the Company and necessary in order to make the statements made or to be
made, in the light of the circumstances under which they were or will be made,
not misleading.

     

    6.17.         Environmental
Matters.  Except to the extent that any of the following are
not reasonably expected to have a Material Adverse Effect:

     

    (a)           The
facilities and properties owned, leased or operated by the Company or any of its
Subsidiaries (the “Properties”) do not
to the knowledge of the Company after due inquiry contain and, to the knowledge
of the Company during its period of ownership, lease or operation of the
Properties, have not previously contained, any Materials of Environmental
Concern in amounts or concentrations which (i) constitute a violation of, or
(ii) are reasonably expected to give rise to liability on the part of the
Company or any of its Subsidiaries under, any applicable Environmental
Law.


    
      
         


      

      
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    (b)           The
Properties and all operations at the Properties are in compliance, and during
the five-year period prior to the date on which this representation is made or
deemed made on the date of any Extension of Credit have been in compliance, with
all applicable Environmental Laws; and there is no (i) contamination by
Materials of Environmental Concern at, under or about the Properties, or (ii)
violation of any Environmental Law with respect to the Properties or the
business operated by the Company or any of its Subsidiaries on such Properties
(the “Business”), which
could interfere with the continued operation of the Properties or impair the
fair saleable value thereof.

     

    (c)           Neither
the Company nor any of its Subsidiaries has received any written notice of
violation, alleged violation, non-compliance, liability or potential liability
regarding or compliance or non-compliance with any applicable Environmental Laws
with regard to any of the Properties or the Business, nor does the Company have
knowledge that any such notice will be received or is being
threatened.

     

    (d)           Materials
of Environmental Concern have not to the knowledge of the Company after due
inquiry been transported or disposed of from the Properties in violation of, or
in a manner that would reasonably be expected to give rise to liability on the
part of the Company or any of its Subsidiaries under, any applicable
Environmental Law, nor have any Materials of Environmental Concern to the
knowledge of the Company after due inquiry been generated, treated, stored or
disposed of at, on or under any of the Properties in violation of, or in a
manner that would reasonably be expected to give rise to liability on the part
of the Company or its Subsidiaries under, any applicable Environmental
Law.

     

    (e)           No
judicial proceeding or governmental or administrative action is pending or, to
the knowledge of the Company, threatened, under any Environmental Law to which
the Company or any Subsidiary is or will be named as a party with respect to the
Properties or the Business, nor are there any consent decrees or other decrees,
consent orders, administrative orders or other orders, or other administrative
or judicial requirements outstanding under any Environmental Law with respect to
the Properties or the Business.

     

    (f)  
         There has been no release
of Materials of Environmental Concern at or from the Properties, or arising from
or related to the operations of the Company or any Subsidiary in connection with
the Properties or otherwise in connection with the Business, in violation of any
applicable Environmental Laws.

     

    6.18.         Compliance with Convertible
Notes Indenture.  On the Restatement Effective Date, the
Company is in compliance with the provisions of the Convertible Notes Indenture,
including, without limitation, Section 4.08 thereof and any other limitation on
the incurrence of Indebtedness under the Convertible Notes
Documents.


    
      
         


      

      
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    6.19.         Solvency.  Immediately
after the consummation of the transactions to occur on the Restatement Effective
Date, including the making of each Loan to be made on the Restatement Effective
Date and the application of the proceeds of such Loans, and after giving effect
to the rights of subrogation and contribution under the Collateral Agreement,
(a) the fair value of the assets of the Company and its Subsidiaries on a
consolidated basis will exceed their debts and liabilities, subordinated,
contingent or otherwise, (b) the present fair saleable value of the assets of
the Company and its Subsidiaries on a consolidated basis will be greater than
the amount that will be required to pay the probable liability on their debts
and other liabilities, subordinated, contingent or otherwise, as such debts and
other liabilities become absolute and matured, (c) the Company and its
Subsidiaries on a consolidated basis will be able to pay their debts and
liabilities, subordinated, contingent or otherwise, as such debts and
liabilities become absolute and matured and (d) the Company and its Subsidiaries
on a consolidated basis will not have unreasonably small capital with which to
conduct the business in which they are engaged, as such business is now
conducted and is proposed to be conducted following the Restatement Effective
Date.

     

    6.20.        Collateral
Matters.  (a)  The Collateral Agreement, upon
execution and delivery thereof by the parties thereto, will, to the extent
required therein, create in favor of the Administrative Agent, for the benefit
of the Secured Parties, a valid and enforceable security interest under the New
York UCC in the Collateral (as defined therein) and (i) when the Collateral (as
defined therein) constituting certificated securities (as defined in the Uniform
Commercial Code) is delivered to the Administrative Agent, together with
instruments of transfer duly endorsed in blank, the security interest created
under the Collateral Agreement will constitute a fully perfected security
interest in all right, title and interest of the pledgors thereunder in such
Collateral, prior and superior in right to any other Person, to the extent that
such security interest can be perfected under the New York UCC, and (ii) when
financing statements in appropriate form are filed in the applicable filing
offices, the security interest created under the Collateral Agreement will
constitute a fully perfected security interest in all right, title and interest
of the Loan Parties in the remaining Collateral (as defined therein) to the
extent perfection can be obtained by filing Uniform Commercial Code financing
statements, prior and superior to the rights of any other Person, except for
rights secured by Liens permitted by subsection 9.3.

     

    (b)           Each
Mortgage, upon execution and delivery thereof by the parties thereto, will
create in favor of the Administrative Agent, for the benefit of the Secured
Parties, a legal, valid and enforceable security interest in all the applicable
mortgagor’s right, title and interest in and to the Mortgaged Properties subject
thereto and the proceeds thereof, and when the Mortgages have been filed in the
jurisdictions specified therein, the Mortgages will constitute a fully perfected
security interest in all right, title and interest of the mortgagors in the
Mortgaged Properties and the proceeds thereof, prior and superior in right to
any other Person, but subject to Liens permitted by subsection 9.3.

     

    (c)           Upon
the recordation of the IP Security Agreements with the United States Patent and
Trademark Office or the United States Copyright Office, as applicable, and the
filing of the financing statements referred to in paragraph (a) of this
subsection, the security interest created under the Collateral Agreement will
constitute a fully perfected security interest in all right, title and interest
of the Loan Parties in the Intellectual Property (as defined in the Collateral
Agreement) in which a security interest may be perfected by filing in the United
States of America, in each case prior and superior in right to any other Person,
but subject to Liens permitted by subsection 9.3 (it being understood that
subsequent recordings in the United States Patent and Trademark Office or the
United States Copyright Office may be necessary to perfect a security interest
in such Intellectual Property acquired by the Loan Parties after the Restatement
Effective Date).


    
      
         


      

      
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    (d)           Each
Collateral Document, other than any Collateral Document referred to in the
preceding paragraphs of this subsection, upon execution and delivery thereof by
the parties thereto and the making of the filings and taking of the other
actions provided for therein, will, to the extent required therein, be effective
under applicable law to create in favor of the Administrative Agent, for the
benefit of the Secured Parties, a valid and enforceable security interest in the
Collateral subject thereto, which security interest will, to the extent required
therein, constitute a fully perfected security interest in all right, title and
interest of the Loan Parties in the Collateral subject thereto, prior and
superior to the rights of any other Person, except for rights secured by Liens
permitted by subsection 9.3.

     

    SECTION
7

     

    CONDITIONS
PRECEDENT

     

    7.1.           Conditions to
Effectiveness.  The effectiveness of this Agreement shall be
subject to the satisfaction, on or prior to March 31, 2009, of the following
conditions precedent:

     

    (a)           Agreement.  The
Administrative Agent shall have received this Agreement, executed and delivered
by the Majority Lenders, the Company and the Additional Borrower.

     

    (b)           Evidence of
Authority.  The Administrative Agent shall have received such
documents and certificates as the Administrative Agent may reasonably request
relating to the organization, existence and good standing of each Loan Party,
the authorization of the transactions contemplated hereby and any other legal
matters relating to the Loan Parties, the Loan Documents or such transactions,
all in form and substance reasonably satisfactory to the Administrative
Agent.

     

    (c)           Legal
Opinions.  The Administrative Agent shall have received, with a
counterpart for each Lender, the following executed legal opinions:

     

    (i)      
     the executed legal opinion of Wachtell, Lipton,
Rosen & Katz, special New York counsel to the Loan Parties, substantially in
the form of Exhibit
H-l hereto;

     

    (ii)           the
executed legal opinion of Morris, Nichols, Arsht & Tunnell LLP, special
Delaware counsel to the Loan Parties, substantially in the form of Exhibit H-2
hereto.

     

    (iii)           the
executed legal opinion of the general counsel of the Company, substantially in
the form of Exhibit
H-3 hereto; and


    
      
         


      

      
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    (iv)           the
executed legal opinions of Jones Day, Hengeler Mueller and McMillan LLP,
substantially in the forms of Exhibits H-4-i through
iii hereto.

     

    Each such
legal opinion shall cover such other matters incident to the transactions
contemplated by this Agreement as the Administrative Agent may reasonably
require.

     

    (d)           Certificate.  The
Administrative Agent shall have received a certificate signed by a Responsible
Officer of the Company, dated as of the Restatement Effective Date, stating
that, on a pro forma basis assuming the Borrowers had incurred Extensions of
Credit equal to the aggregate Commitments on the Restatement Effective Date, the
Company would be in compliance with the provisions of the Convertible Notes
Documents, including, without limitation, Section 4.08 thereof and any other
limitation on the incurrence of Indebtedness under the Convertible Notes
Indenture.

     

    (e)           The
Collateral and Guarantee Requirement shall be satisfied.  The
Administrative Agent shall have received a completed Perfection Certificate,
dated the Restatement Effective Date and signed by a Responsible Officer of the
Company, together with all attachments contemplated thereby, including the
results of a search of the Uniform Commercial Code (or equivalent) filings made
with respect to the Loan Parties in the jurisdictions contemplated by the
Perfection Certificate and copies of the financing statements (or similar
documents) disclosed by such search.

     

    (f)     
      The aggregate Exposure shall not exceed the
aggregate Commitments, the aggregate Exposure attributable to Loans made to
Domestic Loan Parties and to L/C Obligations shall not exceed $180,000,000, and
the aggregate Commitments of Lenders that have not elected to become Extended
Tranche Lenders pursuant to subsection 1.4 shall not exceed $0.

     

    7.2.           Conditions to Each Extension
of Credit.  The agreement of each Lender to make any Extension
of Credit requested to be made by it on any date is subject to the satisfaction
of the following conditions precedent:

     

    (a)           Representations
and Warranties.  Each of the representations and warranties made by
the Borrowers in or pursuant to this Agreement shall be true and correct in all
material respects on and as of such date as if made on and as of such date
(except to the extent any such representations and warranties relate, by their
terms, to a specific date, in which case such representations and warranties
shall be true and correct in all material respects on and as of such specific
date).

     

    (b)           No
Default.  No Default or Event of Default shall have occurred and be
continuing on such date or after giving effect to the Extensions of Credit
requested to be made on such date.

     

    (c)           At
any time when the Convertible Notes Indenture shall not have been amended to
eliminate Section 4.08 thereof or to modify such Section 4.08 to permit the
incurrence of Indebtedness (as defined therein) under this Agreement in an
amount of up to $320,000,000, and additional Indebtedness (as so defined) of the
types and at least in the amounts permitted to be incurred under subsection 9.2,
regardless of whether the ratio test in such Section 4.08 shall be met, the
Administrative Agent shall have received a certificate of a senior financial
officer of the Company demonstrating that the Company will be in compliance with
such Section 4.08 on a pro forma basis after giving effect to such Extension of
Credit and the application of the proceeds thereof.


    
      
         


      

      
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    Each
request by a Borrower for an Extension of Credit hereunder shall constitute a
representation and warranty by the Borrowers as of the date on which such
Extension of Credit is to be made that the conditions contained in paragraphs
(a) and (b) of this subsection have been satisfied.

     

    SECTION
8

     

    AFFIRMATIVE
COVENANTS

     

    Each
Borrower hereby agrees that, so long as the Commitments remain in effect or any
amount is owing by a Borrower to any Lender or the Administrative Agent
hereunder the Company shall and (except in the case of delivery of financial
information, certifications, reports and notices) shall cause each of its
Subsidiaries to:

     

    8.1.           Financial
Statements.  Furnish to each Lender:

     

    (a)           within
ten (10) Business Days of the availability thereof, but in any event within 90
days after the end of each fiscal year of the Company, a copy of the
consolidated balance sheet of the Company and its consolidated Subsidiaries as
at the end of such fiscal year and the related consolidated statements of income
and cash flows for such year, setting forth in each case in comparative form the
figures for the previous fiscal year, reported on without a “going concern” or
like qualification or exception with respect to such audited consolidated
financial statements, by KPMG LLP or other independent certified public
accountants of nationally recognized standing (it being understood that the
report referred to in this sentence is the report with respect to the Company’s
audited consolidated financial statements and not any report with respect to the
effectiveness of the Company’s internal controls over financial
reporting);

     

    (b)           within
ten (10) Business Days of the availability thereof, but in any event not later
than 45 days after the end of each of the first three quarterly periods of each
fiscal year of the Company, commencing with the fiscal quarter ending March 31,
2009, the unaudited consolidated balance sheet of the Company and its
consolidated Subsidiaries as at the end of such quarter and the related
unaudited consolidated statements of income and cash flows of the Company and
its consolidated Subsidiaries for such quarter and for the portion of the
Company’s fiscal year ended at such quarter, setting forth in each case in
comparative form the figures for the corresponding previous quarter and the
corresponding portion of the Company’s previous fiscal year, certified by a
Responsible Officer of the Company as being fairly stated in all material
respects (subject to normal year-end audit adjustments and the absence of
footnotes);

     

    (c)           all
such financial statements shall be complete and correct in all material respects
and shall be prepared in reasonable detail and in accordance with GAAP applied
consistently throughout the periods reflected therein and with prior periods
(except as approved by such accountants or officer, as the case may be, and
disclosed therein); and


    
      
         


      

      
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    (d)           promptly
after the same are sent, copies of all financial statements and reports which
the Company sends to its stockholders generally, and promptly after the same are
filed, copies of all financial statements and periodic reports which the Company
may make to, or file with, the U.S. Securities and Exchange Commission (the
“SEC”);

     

    provided, that any
documents required to be delivered pursuant to subsection 8.1(a), (b) or
subsection 8.2(f) (to the extent any such documents are included in materials
otherwise filed with the SEC) may be delivered electronically and if so
delivered, shall be deemed to have been delivered on the date (i) on which the
Company posts such documents, or provides a link thereto, on the Company’s
website on the internet at the following website address: www.harman.com; or
(ii) on which such documents are posted on the Company’s behalf on
IntraLinks/IntraAgency or another relevant website, if any, to which each Lender
and the Administrative Agent have access (whether a commercial, third-party or
SEC website or whether sponsored by the Administrative Agent); provided that the
Company shall notify (which may be by facsimile or electronic mail) the
Administrative Agent and each Lender of the posting of any such documents and
provide to the Administrative Agent by electronic mail electronic versions
(i.e., soft
copies) of such documents to the extent such Lender or the Administrative Agent
reasonably demonstrates that it cannot access or obtain such
documents.

     

    8.2.           Certificates; Other
Information.  Furnish to each Lender:

     

    (a)           concurrently
with the delivery of the financial statements referred to in subsection 8.1(a),
a certificate of the independent certified public accountants reporting on such
financial statements stating whether to its knowledge there exists on the date
of such certificate any Default or Event of Default, and, if any such Default or
Event of Default exists, specifying such Default or Event of Default in such
certificate;

     

    (b)           concurrently
with the delivery of the financial statements referred to in subsections 8.1(a)
and (b), a certificate of a Responsible Officer of the Company stating that, to
the best of such Officer’s knowledge, whether any Default or Event of Default
exists on the date of such certificate and, if any such Default or Event of
Default exists, specifying such Default or Event of Default in such
certificate;

     

    (c)           within
45 days after the end of each of the first three fiscal quarters in each fiscal
year of the Company, and within 90 days after the end of each fiscal year of the
Company, a certificate of the chief financial officer of the Company showing in
reasonable detail the computations required to calculate the financial covenants
set forth in subsection 9.1; and

     

    (d)           promptly,
such additional available information regarding the business or financial
condition of the Company or any of its Subsidiaries (not otherwise required to
be delivered to the Administrative Agent or any Lender under any Loan Document)
as any Lender may from time to time reasonably request.

     

    8.3.           Payment of
Obligations.  Pay, discharge or otherwise satisfy (or renew or
extend) at or before maturity or before they become delinquent, as the case may
be, all its obligations of whatever nature, except (a) where the amount or
validity thereof is currently being contested in good faith by appropriate
proceedings and reserves in conformity with GAAP with respect thereto have been
provided on the books of the Company or its Subsidiaries, as the case may be, or
(b) to the extent that any such failure to so pay, discharge or satisfy would
not be reasonably expected to have a Material Adverse Effect.


    
      
         


      

      
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    8.4.           Conduct of Business and
Maintenance of Existence.  (a)  Continue to engage in
business of the same general type as now conducted by it and other businesses
and activities related or incidental thereto and (b) preserve, renew and keep in
full force and effect its corporate or other organizational existence and (c)
take all reasonable action required to maintain all rights, privileges and
franchises required in the conduct of its business, except (x) in the case of
clause (b) above, as otherwise permitted pursuant to subsection 9.4 and
subsection 9.5 and (y) in the case of clause (c) above, as otherwise permitted
pursuant to subsection 9.5 and to the extent any other failure to do so would
not reasonably be expected to have a Material Adverse Effect; and comply with
all Contractual Obligations and Requirements of Law except to the extent that
any failure to comply therewith would not be reasonably expected to have a
Material Adverse Effect.

     

    8.5.           Maintenance of Property;
Insurance.  Keep all property useful and necessary in its
business in good working order and condition (ordinary wear and tear excepted)
except for any failures to so maintain such property that would not have a
Material Adverse Effect; maintain with financially sound and reputable insurance
companies insurance on all such property on an “all risk” basis in a manner
reasonably comparable to other similarly situated companies; and furnish to each
Lender, upon written request, certificates as to the insurance
carried.

     

    8.6.           Inspection of Property;
Books and Records; Discussions.  Keep proper books of records
and account in which entries which are full, true and correct in all material
respects and in conformity with GAAP and all applicable material Requirements of
Law shall be made of all dealings and transactions in relation to its business
and activities; and permit representatives of the Lenders to visit and inspect
any of its material properties and examine and make abstracts from any of its
books and records at any reasonable time, upon reasonable prior written notice
delivered to the Company and as often as may reasonably be desired and to
discuss the business, operations, properties and financial condition of the
Company and its Subsidiaries with officers and employees of the Company and its
Subsidiaries and with its independent certified public accountants; provided that all
such inspections shall be coordinated by the Lenders with the Administrative
Agent, and by the Administrative Agent with the Company, in order to minimize
disruption of the Company’s or any of its Subsidiaries’ business.

     

    8.7.           Notices.  Promptly
give notice to the Administrative Agent and each Lender of:

     

    (a)           the
occurrence of any Default or Event of Default upon any Responsible Officer
obtaining knowledge thereof;

     

    (b)           any
(i) default or event of default under any Contractual Obligation of the Company
or any of its Subsidiaries or (ii) litigation, investigation or proceeding which
may exist at any time between the Company or any of its Subsidiaries and any
Governmental Authority, which in any case under (A) clause (i) would reasonably
be expected to have a Material Adverse Effect and (B) in respect of clause (ii)
above in which there is a reasonable expectation of a determination adverse to
the Company or such Subsidiary that would reasonably be expected to have a
Material Adverse Effect;


    
      
         


      

      
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    (c)           any
litigation or proceeding against the Company or any of its Subsidiaries (other
than as described under clause (b) above) in which there is a reasonable
expectation of a determination adverse to the Company or such Subsidiary that
would reasonably be expected to have a Material Adverse Effect;

     

    (d)           any
of the following events, as soon as possible, and in any event within 30 days
after the Company knows thereof:  (i) the occurrence (or, with respect
to any Reportable Event for which advance notice to the PBGC is required under
ERISA, expected occurrence) of any Reportable Event with respect to any Plan or
Multiemployer Plan, a failure of the Company or a Commonly Controlled Entity to
make any required contribution to a Plan or Multiemployer Plan, the creation of
any Lien (other than Liens permitted under subsection 9.3) on the assets of the
Company or any Commonly Controlled Entity in favor of the PBGC or a Plan or
Multiemployer Plan or any withdrawal of the Company or a Commonly Controlled
Entity from, or the termination, Reorganization or Insolvency of, any
Multiemployer Plan, or the determination that such Multiemployer Plan is in
“endangered” or “critical” status (within the meaning of Section 432 of the Code
or Section 305 of ERISA) or (ii) the institution of proceedings or the notice of
the intention to institute proceedings by the PBGC or the Company or any
Commonly Controlled Entity or any Multiemployer Plan with respect to the
withdrawal from, or the termination, Reorganization or Insolvency of, any Plan
or Multiemployer Plan, if in the case of any such event under clause (i) and
clause (ii) above such event would have a Material Adverse Effect;
and

     

    (e)           any
other development or event which would reasonably be expected to have a Material
Adverse Effect.

     

    Each
notice pursuant to this subsection shall be accompanied by a statement of a
Responsible Officer of the Company setting forth details of the occurrence
referred to therein and stating what action the Company proposes to take with
respect thereto.

     

    8.8.           Environmental
Laws.  (a)  Comply with all applicable Environmental
Laws and obtain and comply with and maintain any and all licenses, approvals,
notifications, registrations or permits required to be obtained and maintained
by the Company or its Subsidiaries by applicable Environmental Laws, except to
the extent that any failure to so obtain, comply or maintain would not be
reasonably expected to have a Material Adverse Effect.

     

    (b)           Conduct
and complete all investigations and all remedial, removal and other actions in
respect of any Materials of Environmental Concern required to be conducted or
completed by the Company or its Subsidiaries under Environmental Laws and
promptly comply with all lawful orders and directives of all Governmental
Authorities applicable to the Company or its Subsidiaries regarding
Environmental Laws except to the extent that (i) the same are being contested in
good faith by appropriate proceedings and could not be reasonably expected to
have a Material Adverse Effect or (ii) any failure to conduct, complete or
comply would not be reasonably expected to have a Material Adverse
Effect.

     

    8.9.           Additional
Borrower.  In the case of the Company, at all times while the
Additional Borrower is a borrower hereunder, ensure that the Additional Borrower
is a Wholly Owned Subsidiary of the Company.


    
      
         


      

      
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    8.10.    
    Information Regarding
Collateral.  The Company will furnish to the Administrative
Agent prompt written notice of any change (i) in the legal name of any Loan
Party, as set forth in its organizational documents, (ii) in the jurisdiction of
organization or the form of organization of any Loan Party (including as a
result of any merger or consolidation) or (iii) in the organizational
identification number, if any, or, with respect to any Loan Party organized
under the laws of a jurisdiction that requires such information to be set forth
on the face of a Uniform Commercial Code financing statement, the Federal
Taxpayer Identification Number of such Loan Party.  No later than 10
Business Days after any change referred to in the preceding sentence, the
Company shall confirm to the Administrative Agent that all filings have been
made under the Uniform Commercial Code (or that the Company has provided to the
Administrative Agent all information required or reasonably requested by the
Administrative Agent in order for it to make such filings), and all other
actions have been taken, that are required so that such change will not at any
time adversely affect the validity, perfection or priority of any Lien on any of
the Collateral.

     

    8.11.        Collateral and Guarantee
Requirement; Further Assurances.  (a)  The Borrower,
the Additional Borrower and each other Loan Party will execute any and all
further documents, financing statements, agreements and instruments, and take
all such further actions (including the filing and recording of financing
statements and other documents), that may be required under any applicable law,
or that the Administrative Agent may reasonably request, to cause the Collateral
and Guarantee Requirement to be and remain satisfied at all times or otherwise
to effectuate the provisions of the Loan Documents, all at the expense of the
Loan Parties.  The Borrower will provide to the Administrative Agent,
from time to time upon request, evidence reasonably satisfactory to the
Administrative Agent as to the perfection and priority of the Liens created or
intended to be created by the Collateral Documents.

     

    (b)           Within
30 days (or such longer period as may be agreed by the Administrative Agent)
following the first date after the Restatement Effective Date on which the
Convertible Notes Indenture shall have been amended to eliminate Section 4.08
thereof or to modify such Section 4.08 to permit (or otherwise permits) the
incurrence of Indebtedness (as defined therein) under this Agreement in an
amount at least equal to the aggregate Commitments, the Company shall cause
Harman Becker Automotive Systems GmbH to satisfy the Collateral and Guarantee
Requirement as a Designated Foreign Subsidiary.

     

    8.12.        Appraisals and Field
Examinations.  At the request of the Administrative Agent, the
Loan Parties shall, in each case at the sole expense of the Loan Parties, (a)
provide the Administrative Agent with appraisals or updates thereof of their
material real property, inventory, equipment and other fixed assets from one or
more appraisers reasonably selected and engaged by the Administrative Agent, and
prepared on a basis reasonably satisfactory to the Administrative Agent, such
appraisals and updates to include, without limitation, information required by
applicable law and regulations, provided that, except
during the continuance of an Event of Default, no Loan Party shall be the
subject of an appraisal more than once per fiscal year, and (b) permit the
Administrative Agent to conduct, or to engage a third party to conduct, field
examinations of the Collateral and related reporting and control systems, provided that, except
during the continuance of an Event of Default, such field examinations shall
occur no more than once per fiscal year.


    
      
         


      

      
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    8.13.        Financial
Consultant.  At any time after 45 days after the date of this
Agreement, upon the request of the Administrative Agent in its sole discretion,
the Company shall promptly retain, at the sole expense of the Loan Parties, a
financial consulting firm reasonably satisfactory to the Administrative Agent on
terms and conditions reasonably satisfactory to the Administrative Agent to (i)
review the business operations, financial condition, financial projections and
financial statements of the Company and its Subsidiaries and such other matters
as the Administrative Agent may reasonably request, (ii) prepare a written
report for delivery to the Lenders in respect thereof, which report shall be in
form and substance reasonably satisfactory to the Administrative Agent, and
(iii) be available to advise on actions to be taken in response to
recommendations included in such report.  The Company shall use
commercially reasonable efforts to cause such financial consulting firm to
deliver its report to the Lenders within 60 days following the date of its
engagement.

     

    8.14.        Depository
Banks.  At all times after the date 30 days (or such longer
period as the Administrative Agent may agree) following the Restatement
Effective Date, all deposit accounts (other than Excluded Deposit Accounts)
maintained by the Company or any Subsidiary will be maintained with one or more
of the Extended Tranche Lenders, provided that if any
deposit accounts (other than Excluded Deposit Accounts) are maintained with a
bank that ceases to be an Extended Tranche Lender, the Company shall have 30
days (or such longer period as the Administrative Agent may agree) from the date
such bank ceases to be an Extended Tranche Lender to replace such deposit
accounts with deposit accounts maintained with an Extended Tranche
Lender.

     

    SECTION
9

     

    NEGATIVE
COVENANTS

     

    Each
Borrower hereby agrees that, so long as the Commitments remain in effect or any
amount is owing to any Lender or the Administrative Agent hereunder or under any
other Loan Document, the Company shall not, directly or indirectly:

     

    9.1.           Financial Condition
Covenants.

     

    (a)           Minimum Consolidated
EBITDA.  Permit Consolidated EBITDA for any period of four
consecutive fiscal quarters of the Company ending on or after June 30, 2010, to
be less than the amount set forth below opposite such period:

    


    
      
        
          
            
              	
                      Period

                    	 	
                      Minimum Consolidated EBITDA

                    	 
	
                      Four-quarter
      period ending June 30, 2010

                    	 	$	100,000,000	 
	
                      Four-quarter
      period ending September 30, 2010

                    	 	$	125,000,000	 
	
                      Four-quarter
      period ending December 31, 2010

                    	 	$	150,000,000	 
	
                      Four-quarter
      period ending March 31, 2011

                    	 	$	175,000,000	 
	
                      Four-quarter
      period ending June 30, 2011

                    	 	$	200,000,000	 
	
                      Four-quarter
      period ending September 30, 2011

                    	 	$	225,000,000	 
	
                      Four-quarter
      period ending December 31, 2011

                    	 	$	250,000,000	 


            

          

        

      

    


    
      
         


      

      
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    (b)           Minimum
Liquidity.  (i) Permit, at any time during any fiscal quarter
of the Company, the Liquidity Amount as of such time to be less than the amount
set forth opposite such fiscal quarter below:

     

    
      
        
          
            
              
                	
                        Fiscal
      Quarter

                      	 	
                        Minimum
      Liquidity Amount

                      	 
	
                        Fiscal
      quarter ending March 31, 2009

                      	 	$	250,000,000	 
	
                        Fiscal
      quarter ending June 30, 2009

                      	 	$	150,000,000	 
	
                        Fiscal quarter
      ending September 30, 2009 and
      each fiscal quarter thereafter

                      	 	$	100,000,000	 


              

            

          

        

      

    

    


    (ii) Notwithstanding the foregoing, (x)
for the fiscal quarter of the Company ending June 30, 2009, so long as the
Liquidity Amount is at all times at least equal to $125,000,000 during such
fiscal quarter, and (y) for any fiscal quarter of the Company ending on or after
September 30, 2009, so long as the Liquidity Amount is at all times at least
equal to $75,000,000, no Event of Default shall arise under this Agreement as a
result of the failure of the Company to satisfy the requirements of clause (i)
with respect to such fiscal quarter unless such failure shall continue for ten
Business Days.

    


    (c)           Minimum Current Assets
Coverage Ratio.  Permit, as of the last day of any fiscal
quarter of the Company, the ratio of (i) Consolidated Current Assets as of such
date to (ii) Secured Funded Debt outstanding as of such date to be equal to or
less than 1:00 to 1:00.

     

    9.2.           Limitation on
Indebtedness.  Create, incur, assume or suffer to exist, or
permit any Subsidiary to create, incur, assume or suffer to exist, any
Indebtedness, except:

     

    (a)           Indebtedness
created under the Loan Documents;

     

    (b)           Indebtedness
of the Company or any Subsidiary to the Company or any other Subsidiary; provided that (A)
such Indebtedness shall not have been transferred to any other Person, (B) any
such Indebtedness owing by any Loan Party shall be subordinated to the
Obligations on terms customary for intercompany subordinated Indebtedness, as
reasonably determined by the Administrative Agent, (C) any such Indebtedness
owing to any Loan Party shall be evidenced by a promissory note that shall have
been pledged pursuant to the Collateral Agreement or other Collateral Document
and (D) any such Indebtedness of any Subsidiary that is not a Loan Party to any
Loan Party shall be incurred in compliance with subsection 9.7;

     

    (c)           Indebtedness
outstanding on the Restatement Effective Date and listed on Schedule 9.2 and any
extension, renewal, refinancing, refunding, replacement or restructuring of any
such Indebtedness from time to time (in whole or in part), provided that the
outstanding principal amount of any such Indebtedness may not be increased,
except to the extent such increase is incurred under subsection 9.2(s) to the
extent permitted thereunder;

     

    (d)           Indebtedness
of any Person which becomes a Subsidiary after the Initial Closing Date, provided that (i)
such Indebtedness existed at the time such Person became a Subsidiary and was
not created in anticipation thereof and (ii) immediately after such Person
becomes a Subsidiary no Event of Default shall have occurred and be continuing;
and any extension, renewal, refinancing, refunding, replacement or restructuring
of any such Indebtedness from time to time (in whole or in part), provided that the
outstanding principal amount of any such Indebtedness may not be increased,
except to the extent such increase is incurred under subsection 9.2(s) to the
extent permitted thereunder;


    
      
         


      

      
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    (e)           Indebtedness
secured by any Lien permitted by subsection 9.3(g) and any extension, renewal,
refinancing, refunding, replacement or restructuring of any such Indebtedness
from time to time (in whole or in part), provided that the
aggregate principal amount of Indebtedness permitted by this clause (e) shall
not exceed $15,000,000 at any time outstanding;

     

    (f) 
          Guarantee
Obligations (other than Guarantee Obligations in respect of the Convertible
Notes) arising in respect of guarantees of any Indebtedness permitted under this
subsection 9.2 and incurred in compliance with subsection 9.7;

     

    (g)           Indebtedness
constituting Investments permitted under subsection 9.7;

     

    (h)           Indebtedness
arising in respect of transactions constituting Sale and Lease-Back Transactions
permitted under subsection 9.9, provided that the
aggregate principal amount of Indebtedness permitted by this clause (h) shall
not exceed $10,000,000 at any time outstanding;

     

    (i)     
      Subordinated Debt, provided that the
aggregate principal amount of Indebtedness permitted by this clause (i) shall
not exceed $75,000,000 at any time outstanding;

     

    (j)          
 Indebtedness incurred or arising from or in connection with any bid,
performance, surety, statutory, completion, return-of-money or appeal bonds or
similar obligations issued, existing or incurred in the ordinary course of
business;

     

    (k)           Indebtedness
owed to any officers or employees of the Company or any Subsidiary incurred in
connection with any Permitted Business Acquisition, provided that the
aggregate principal amount of all such Indebtedness shall not exceed $5,000,000
at any time outstanding;

     

    (l)       
    Indebtedness secured by a Lien on any asset or property
at the time of acquisition of such asset or property by the Company or any
Subsidiary pursuant to a transaction not prohibited by this Agreement, and any
extension, renewal, refinancing, refunding, restructuring or replacement
thereof, provided that (i)
such Indebtedness (other than any extension, renewal, refinancing, refunding,
restructuring or replacement thereof) existed at the time the asset or property
was so acquired and was not created in contemplation of the acquisition thereof
and (ii) the aggregate principal amount of Indebtedness permitted by this clause
(l) shall not exceed $10,000,000 at any time outstanding;

     

    (m)           Indebtedness
arising or incurred as a result of or from the adjudication or settlement of any
litigation or from any arbitration or mediation award or settlement, in any case
involving the Company or any Subsidiary, provided that the
judgment, award(s) and/or settlements to which such Indebtedness relates would
not constitute an Event of Default under subsection 10(h) of this
Agreement;


    
      
         


      

      
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    (n)           Indebtedness
incurred or arising from or as a result of agreements providing for
indemnification, deferred payment obligations, purchase price adjustments,
earn-out payments or similar obligations;

     

    (o)           Indebtedness
arising from or in connection with accounts payable (for the deferred purchase
price of property or services) in the ordinary course of business greater than
90 days past the invoice or billing date which are being contested in good faith
by appropriate proceedings and for which adequate reserves shall have been
established by the Company or any Subsidiary in conformity with
GAAP;

     

    (p)           (i)
Indebtedness of the Company in respect of the Convertible Notes in an aggregate
principal amount not to exceed $400,000,000, (ii) Guarantee Obligations of
Domestic Subsidiaries incurred after the Restatement Effective Date in respect
of the Indebtedness permitted under clause (p)(i), provided that no such
Guarantee Obligations shall be permitted to be incurred unless (x) the
Convertible Notes Indenture shall have been amended to eliminate Section 4.08
thereof or to modify such Section 4.08 to permit the incurrence of Indebtedness
(as defined therein) under this Agreement in an amount of up to $320,000,000 and
additional Indebtedness (as so defined) of the types and at least in the amounts
permitted to be incurred under this subsection 9.2, regardless of whether the
ratio test in such Section 4.08 is met, (y) the Domestic Subsidiaries incurring
such Guarantee Obligations are Loan Parties and (z) any agreement evidencing or
governing such Guarantee Obligations shall provide for the automatic release of
the Guarantee Obligations thereunder of any Domestic Subsidiary upon the
Disposition of such Domestic Subsidiary in connection with the enforcement or
exercise of any rights or remedies of the Secured Parties and (iii) any
Indebtedness of the Company and any Guarantee Obligations of any Domestic
Subsidiary that is a Loan Party incurred to refinance the Indebtedness described
under clause (p)(i) or (p)(ii), or Indebtedness and Guarantee Obligations
previously incurred under this clause (p)(iii), so long as (A) the principal
amount of the refinancing Indebtedness is not greater than the Indebtedness
being refinanced, together with any premium paid, and accrued interest and
reasonable fees in connection therewith thereon and reasonable costs and
expenses incurred in connection therewith, (B) none of the refinancing
Indebtedness has a scheduled maturity prior to, or weighted average life to
maturity shorter than, that of the Indebtedness being refinanced, (C) any
agreement evidencing or governing such refinancing Indebtedness and Guarantee
Obligations shall provide for the automatic release of any Guarantee Obligations
thereunder of any Domestic Subsidiary upon the Disposition of such Domestic
Subsidiary in connection with the enforcement or exercise of any rights or
remedies of the Secured Parties, (D) the material terms (other than as to
interest rate that is not required to be cash pay prior to the date that is 180
days after the Extended Tranche Termination Date) of the refinancing
Indebtedness and related Guarantee Obligations, taken as a whole, are at least
as favorable to the Company and the Subsidiaries, taken as a whole, and the
Lenders as those under the Indebtedness and Guarantee Obligations being
refinanced and (E) any agreement evidencing or governing such refinancing
Indebtedness and Guarantee Obligations shall (x) permit the incurrence of
Indebtedness by the Company and its Subsidiaries under the Loan Documents in an
aggregate principal amount of at least $320,000,000 and additional Indebtedness
of the types and at least in the amounts permitted to be incurred under this
subsection 9.2, regardless of whether any ratio test is met, and (y) not
restrict the granting of Liens by the Company or any Subsidiary to secure the
Secured Obligations;


    
      
         


      

      
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    (q)           Indebtedness
under Hedging Agreements permitted by subsection 9.14;

     

    (r)        
   Indebtedness of Foreign Subsidiaries that are not Loan Parties
in an aggregate principal amount not to exceed $10,000,000 at any time
outstanding, provided that such
Indebtedness may not by guaranteed by or otherwise have recourse to any Loan
Party; and

     

    (s)           any
other Indebtedness (not otherwise permitted under this Agreement), provided that the
aggregate principal amount of Indebtedness permitted by this clause (s) shall
not exceed $15,000,000 at any time outstanding.

     

    9.3.           Limitation on
Liens.  Create, incur, assume or suffer to exist, or permit any
Subsidiary to create, incur, assume or suffer to exist, any Lien upon any of its
property, assets or revenues, whether now owned or hereafter acquired, except
for:

     

    (a)           Liens
for taxes, assessments or other charges of any Governmental Authority for claims
not yet due or which are being contested in good faith by appropriate
proceedings, provided that
adequate reserves with respect thereto are maintained on the books of the
Company or its Subsidiaries, as the case may be, in conformity with GAAP (or, in
the case of Foreign Subsidiaries, generally accepted accounting principles in
effect from time to time in their respective jurisdictions of
incorporation);

     

    (b)           Liens
of carriers, shippers, suppliers, vendors, warehousemen, mechanics, materialmen,
repairmen and other like Liens arising in the ordinary course of business which
are not overdue for a period of more than 90 days or which are being contested
in good faith by appropriate proceedings;

     

    (c)           Liens
arising in connection with workers’ compensation, unemployment insurance,
pension plans or systems or other types of social security or other governmental
requirements, Liens securing liability to insurance carriers under insurance or
self-insurance arrangements and Liens arising under ERISA to secure contingent
liabilities not prohibited under this Agreement;

     

    (d)           Liens
securing the payment or performance of bids, tenders, trade contracts (other
than for borrowed money), leases, regulatory and statutory obligations,
indemnification obligations, surety bonds, tender performance bonds, completion
bonds, return-of-money bonds and other obligations of a like nature (including
Liens to secure health, safety and environmental obligations) incurred in the
ordinary course of business;

     

    (e)           easements,
rights-of-way, restrictions, servitudes, encroachments, covenants, reservations,
permits, zoning and building ordinances, municipal and local regulations,
easement agreements, and similar charges, licenses, concessions, restrictions,
conditions or encumbrances on, over or in respect of any property and other
similar encumbrances and defects in title which, in the aggregate, are not
substantial in amount and which do not materially detract from the value of the
properties subject thereto or materially interfere with the conduct of the
business of the Company or such Subsidiary;

     

    (f)         
   Liens in existence on the Restatement Effective Date and any
extension, renewal, refinancing, restructuring or replacement from time to time
of any such Lien, provided that (i) no
such Lien may be extended to cover any additional property, except to the extent
such extended Lien is incurred pursuant to subsection 9.3(x) to the extent
permitted thereunder, and (ii) that the principal amount of Indebtedness secured
thereby is not increased after the Restatement Effective Date (except to the
extent any such increase is otherwise permitted under this
Agreement);


    
      
         


      

      
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    (g)           Liens
securing Indebtedness permitted by subsection 9.2(e), or other obligations of
the Company or any Subsidiaries, incurred to finance the acquisition,
construction, development, improvement or leasing of fixed or capital assets or
other property, provided that (i)
such Liens shall be created substantially simultaneously with the acquisition,
construction, development, improvement or leasing of such fixed or capital
assets, (ii) such Liens are not extended at any time to encumber any property
other than the property financed by such Indebtedness or other obligations (and
the proceeds thereof and contract rights, subleases and other rights related
thereto), except to the extent such extended Lien is incurred pursuant to
subsection 9.3(x) to the extent permitted thereunder, and (iii) the aggregate
principal amount of Indebtedness and other obligations secured thereby does not
exceed $15,000,000 at any time outstanding (except to the extent any such
increase is otherwise permitted under this Agreement);

     

    (h)           Liens
consisting of (i) landlord’s Liens under leases to which the Company or any of
its Subsidiaries is a party or other Liens on leased property reserved in leases
thereof for rent or for compliance with the terms of such leases, (ii) rights
reserved to or vested in any Governmental Authority to control or regulate any
property of the Company or any of its Subsidiaries, or to use such property in
any manner which does not materially impair the use of such property for the
purposes for which it is held by the Company or any such Subsidiary, (iii)
obligations or duties to any Governmental Authority with respect to any
franchise, grant, license, lease or permit and the rights reserved or vested in
any Governmental Authority or public utility to terminate any such franchise,
grant, license, lease or permit or to condemn or expropriate any property, and
(iv) zoning laws and ordinances and municipal regulations;

     

    (i)         
   Liens in favor of customs and revenue authorities arising by
operation of law and arising from or in connection with the payment of customs
duties in connection with the importation of goods;

     

    (j)          
  Liens on the property or assets of, or on the Capital Stock in, any
Person which becomes a Subsidiary after the Initial Closing Date securing
Indebtedness permitted by subsection 9.2(d) in existence at the time such Person
became a Subsidiary, provided that (i)
such Liens existed at the time such Person became a Subsidiary and were not
created in anticipation thereof, (ii) any such Lien is not extended to cover any
property or assets of such Person after the time such Person becomes a
Subsidiary, except to the extent such extended Lien is incurred pursuant to
subsection 9.3(x) to the extent permitted thereunder, and (iii) the principal
amount of Indebtedness secured thereby is not increased (except to the extent
any such increase is otherwise permitted under this Agreement);

     

    (k)           Liens
on the property or assets of any Person existing at the time such Person is
merged or consolidated with or into, the Company or any Subsidiary or at the
time of a sale of the properties and assets of such Person as an entirety or
substantially as an entirety to the Company or any Subsidiary, and Liens on any
property or assets first acquired by the Company or any Subsidiary after the
Initial Closing Date, provided that (i) no
such Lien shall be extended to cover any property other than the property
initially subject thereto and improvements thereto, except to the extent such
extended Lien is incurred pursuant to subsection 9.3(x) to the extent permitted
thereunder, and (ii) the principal amount of Indebtedness secured by any such
Lien is then permitted by this Agreement;


    
      
         


      

      
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    (l)      
     Liens on goods and inventory acquired by the
Company or any Subsidiary in the ordinary course of business securing the
payment to the seller of such goods or inventory of the purchase price therefor,
provided, that
such Liens are not extended to encumber any goods and inventory other than goods
and inventory to which such purchase price relates, except to the extent such
extended Lien is incurred pursuant to subsection 9.3(x) to the extent permitted
thereunder;

     

    (m)          Liens
arising in connection with letters of credit issued for the account of the
Company or a Subsidiary securing the indemnification or reimbursement
obligations in respect of such letters of credit, provided, that such
Liens are not extended to encumber any property other than the property being
acquired through payments made under such letters of credit or the documents of
title and shipping and insurance documents relating to such property, except to
the extent such extended Lien is incurred pursuant to subsection 9.3(x) to the
extent permitted thereunder;

     

    (n)           Liens
on intellectual property acquired by the Company or a Subsidiary (such as
software) securing the obligation of the Company or such Subsidiary to make
royalty or similar payments to the seller of such intellectual property, provided, that such
Liens are not extended to encumber any intellectual property other than the
intellectual property to which such payments relate, except to the extent such
extended Lien is incurred pursuant to subsection 9.3(x) to the extent permitted
thereunder;

     

    (o)           Liens
consisting of judgment or judicial attachment Liens and Liens securing
contingent obligations on appeal or other bonds posted in connection with court
proceedings or judgments, awards or settlements that do not constitute an Event
of Default under subsection 10(h) of this Agreement;

     

    (p)           Liens
arising under or with respect to banker’s liens, rights of set-off or similar
rights with respect to deposit accounts and securities accounts;

     

    (q)           Liens
constituting rights of first refusal, options or other contractual rights to
sell, assign or otherwise Dispose of any assets or property, or any interest
therein;

     

    (r)        
   Liens arising out of conditional sale, title retention,
consignment or similar arrangements for the sale of goods entered into by the
Company or any of its Subsidiaries in the ordinary course of business of the
Company or any of its Subsidiaries;

     

    (s)           Liens
on the products and proceeds (including, without limitation, insurance
condemnation and eminent domain proceeds) of and accessions to, and contract or
other rights (including rights under insurance policies and product warranties)
derivative of or relating to, property subject to Liens under any of the
paragraphs of this subsection 9.3;


    
      
         


      

      
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    (t)     
      any extension, renewal, refinancing,
restructuring or replacement (or successive extensions, renewals, refinancings,
restructurings or replacements), as a whole or in part, of any Lien referred to
in the foregoing clauses (d), (f), (g), (h), (j), (k), (l), (m) and (n),
inclusive; provided that (i) no
such extension, renewal, refinancing, restructuring or replacement shall result
in an increase in the liabilities secured thereby (except to the extent such
increase would otherwise be permitted under this Agreement) and (ii) such
extension, renewal, refinancing, restructuring or replacement Lien shall not be
extended to cover any property other than the same property that secured the
Lien so extended, renewed, refinanced, restructured or replaced (plus additions,
accessions, replacements and improvements to such property), except to the
extent such extended Lien is incurred pursuant to subsection 9.3(x) to the
extent permitted thereunder;

     

    (u)           Liens
created under the Loan Documents;

     

    (v)           Liens
on assets of the Company and Domestic Subsidiaries securing Indebtedness
permitted under subsection 9.2(p), provided that no such
Liens shall be permitted to be incurred unless (x) the Convertible Notes
Indenture shall have been amended to eliminate Section 4.08 thereof or to modify
such Section 4.08 to permit the incurrence of Indebtedness (as defined therein)
under this Agreement in an amount of up to $320,000,000 and additional
Indebtedness (as so defined) of the types and at least in the amounts permitted
to be incurred under subsection 9.2, regardless of whether the ratio test in
such Section 4.08 is met, (y) such Liens do not extend to assets that are not
subject to Liens securing the Secured Obligations and (z) such Liens are
subordinated on a second priority basis to the Liens securing the Secured
Obligations pursuant to an intercreditor agreement approved by the Majority
Extended Tranche Lenders;

     

    (w)           Liens
on assets of Foreign Subsidiaries that are not Loan Parties securing
Indebtedness permitted under subsection 9.2(r); and

     

    (x)      
     any other Liens (not otherwise permitted under
this Agreement) which secure obligations not exceeding, in the aggregate
$10,000,000 at any time outstanding.

     

    9.4.           Limitation on Fundamental
Changes.  Enter into any merger, consolidation or amalgamation,
or liquidate, wind up or dissolve itself (or suffer any liquidation or
dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of,
all or substantially all of its property as an entirety, business or assets, or
permit any Subsidiary to do any of the foregoing, except:

     

    (a)           any
direct or indirect Subsidiary of the Company (other than the Additional
Borrower) may be merged or consolidated with or into the Company (provided that the
Company shall be the continuing or surviving corporation);

     

    (b)           any
direct or indirect Subsidiary of the Company may be merged with or into any one
or more Subsidiaries of the Company (provided that (i) if
any party to such merger is a Subsidiary Loan Party, one or more Subsidiary Loan
Parties shall be the continuing or surviving Person or Persons (as applicable),
(ii) if the merger involves a Wholly Owned Subsidiary, a Wholly Owned Subsidiary
shall be the continuing or surviving Person and (iii) if the merger involves the
Additional Borrower, the Additional Borrower shall be the continuing or
surviving Person);


    
      
         


      

      
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    (c)           any
Subsidiary (other than the Additional Borrower) may sell, lease, transfer or
otherwise dispose of any, all or substantially all of its assets (upon voluntary
liquidation or otherwise) to the Company or any other Subsidiary (provided that
a Subsidiary Loan Party may only sell, lease, transfer or otherwise dispose of
any, all or substantially all of its assets to a Loan Party);

     

    (d)           the
Company and any Subsidiary may consummate (i) any transactions permitted by
subsection 9.5 and (ii) any transactions permitted by subsection 9.7;
and

     

    (e)           any
Subsidiary may wind-up, liquidate or dissolve so long as (i) the total value of
the assets of such Subsidiary are less than $2,000,000 and (ii) no Default or
Event of Default shall then exist.

     

    9.5.           Limitation on Sale of
Assets.  Convey, sell, lease, assign, transfer or otherwise
dispose of (each a “Disposition”), or
permit any Subsidiary to make a Disposition of, any of its respective property,
business or assets (including, without limitation, receivables and leasehold
interests but excluding Capital Stock of the Company), whether now owned or
hereafter acquired, or permit any Subsidiary to issue or sell any shares of such
Subsidiary’s Capital Stock to any Person, except:

     

    (a)           Dispositions
of assets and property that are (i) obsolete, worn, damaged, uneconomic or
otherwise deemed by the Company or any Subsidiary to no longer be necessary or
useful in the operation of the Company’s or such Subsidiary’s current or
anticipated business or (ii) replaced by other assets or property of similar
suitability and value;

     

    (b)           Dispositions
of cash and Cash Equivalents;

     

    (c)           Dispositions
of goods and inventory in the ordinary course of business;

     

    (d)           Dispositions
of accounts receivable (i) in the ordinary course of business in connection with
the compromise or collection thereof, (ii) deemed doubtful or uncollectible in
the reasonable discretion of the Company or any Subsidiary, (iii) obtained by
the Company or any Subsidiary in the ordinary course of business or the
settlement of joint interest billing accounts in the ordinary course of
business, or (iv) granted to settle collection of accounts receivable or the
sale of defaulted accounts arising in the ordinary course of business in
connection with the compromise or collection thereof and not in connection with
any financing transaction;

     

    (e)           any
other Disposition (not otherwise permitted under this Agreement) of any assets
or property, provided that all
Dispositions made in reliance on this clause shall be made for fair value and at
least 75% cash consideration;

     

    (f)   
        Dispositions, and issuances or
sales of shares of Capital Stock of any Subsidiary, to the Company or any
Subsidiary, provided that any
such Dispositions or issuances or sales of shares of Capital Stock involving a
Subsidiary that is not a Loan Party shall be made in compliance with subsections
9.7 and 9.8;


    
      
         


      

      
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    (g)           [Reserved];

     

    (h)           licenses
and sublicenses by the Company and the Subsidiaries of intellectual property in
the ordinary course of business;

     

    (i)     
       [Reserved];

     

    (j)     
       Dispositions arising as a result of
(i) the granting or incurrence of Liens permitted under subsection 9.3, (ii)
transactions permitted under subsection 9.4, (iii) transactions constituting
Investments permitted under subsection 9.7, or (iv) transactions constituting
the declaration and making of Restricted Payments permitted under subsection 9.6
of this Agreement;

     

    (k)    
       Dispositions constituting terminations
or expirations of leases, licenses and other agreements in the ordinary course
of business; and

     

    (l)      
      Dispositions arising from or in connection
with any Sale and Lease-Back Transactions permitted under subsection 9.9 that is
consummated substantially contemporaneously with any such Disposition by the
Person acquiring such assets or property.

     

    9.6.           Limitation on Restricted
Payments.  Declare or pay any dividend, or permit any
Subsidiary to declare or pay any dividend, (other than dividends payable solely
in Capital Stock (other than Disqualified Stock) of the Company (or in stock
options or warrants convertible into Capital Stock (other than Disqualified
Stock) of the Company)) on, or make, or permit any Subsidiary to make, any
payment as consideration for the purchase, redemption, defeasance, retirement or
other acquisition for value of, any shares of any class of Capital Stock of the
Company or any Subsidiary or any warrants or options to purchase any such
Capital Stock, whether now or hereafter outstanding, or make, or permit any
Subsidiary to make, any other distribution in respect of any such Capital Stock,
either directly or indirectly, whether in cash or property or in obligations of
the Company or any Subsidiary (collectively, “Restricted
Payments”), provided that,
notwithstanding the foregoing, (a) any Subsidiary may make Restricted Payments
on a pro rata basis to the holders of its Capital Stock (or on terms more
favorable to the Company or any other Loan Party or, if neither the Company nor
any other Loan Party is a shareholder of such Subsidiary, on terms more
favorable to any other Subsidiary) and (b) the Company may declare and pay cash
dividends not exceeding $5,000,000 in the aggregate.

     

    9.7.           Limitation on
Investments.  Make any advance (other than demand deposits),
loan, extension of credit or capital contribution to, or incur any Guarantee
Obligations in respect of obligations of, or purchase for value any Capital
Stock, bonds, notes, debentures or other securities of, any Person
(collectively, “Investments”), or
permit any Subsidiary to do any of the foregoing, except:

     

    (a)           Investments
constituting advances and extensions of trade credit in the ordinary course of
business;


    
      
         


      

      
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    (b)           Investments
in cash and Cash Equivalents;

     

    (c)           Investments
existing on the Restatement Effective Date and described on Schedule 9.7 and any
renewals, refinancings or restructurings thereof, provided that the
original amount of any such Investment is not increased (except to the extent
any such increase would be permitted under another provision of this subsection
9.7);

     

    (d)           Permitted
Business Acquisitions;

     

    (e)      
     Investments constituting loans, advances and other
extensions of credit to directors, officers and employees of the Company or any
of its Subsidiaries for travel, entertainment and relocation expenses in the
ordinary course of business in an aggregate amount for the Company and its
Subsidiaries not to exceed $1,000,000 at any one time outstanding;

     

    (f)        
    Investments by (i) the Company or any Subsidiary in the
Company or any other Loan Party, (ii) any Subsidiary that is not a Loan Party in
any other Subsidiary that is not a Loan Party, and (iii) any Loan Party in any
Subsidiary that is not a Loan Party, provided that
Investments made pursuant to this clause (iii) shall be in cash and the
aggregate amount thereof shall be not exceed the Permitted Investment Amount at
any time outstanding;

     

    (g)           Investments
made as a result of the receipt of non-cash consideration (including
Indebtedness) received in connection with any Disposition permitted under
subsection 9.5;

     

    (h)           Investments
arising from the repurchase or redemption of Capital Stock or Indebtedness or
the conversion of Indebtedness to Capital Stock in any transaction or manner not
otherwise prohibited under this Agreement;

     

    (i)     
       Investments made with respect to any
Plan;

     

    (j)        
    Investments (i) arising from or in connection with
transactions by the Company or any Subsidiary with customers, suppliers, vendors
or other account debtors in the ordinary course of business, including
endorsements of negotiable instruments and debt obligations and (ii) made or
received in connection with the bankruptcy, reorganization or liquidation of, or
the settlement of delinquent obligations or disputes with, any customers,
suppliers, vendors or other account debtors;

     

    (k)       
    Investments in joint ventures entered into in the
ordinary course of business (including Investments by the Company or any
Subsidiary in any joint venture or similar arrangement with Navis Co.,
Ltd.);

     

    (l)       
     Investments arising as a result of Guarantee
Obligations created under the Loan Documents and Guarantee Obligations permitted
by subsection 9.2 (other than subsection 9.2(b), (f) or (g)); and

     

    (m)           Any
other Investments by the Company or any Subsidiary in any other Person in an
amount not to exceed $5,000,000 at any time outstanding.


    
      
         


      

      
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    9.8.           Limitation on Transactions
with Affiliates.  Enter into, or permit any Subsidiary to enter
into, any transaction, including, without limitation, any purchase, sale, lease
or exchange of property or the rendering of any service (other than any
transaction (i) otherwise permitted under this Agreement, (ii) solely involving
Loan Parties, (iii) solely involving Subsidiaries that are not Loan Parties and
(iv) among the Company and its Subsidiaries entered into in the ordinary course
of business), with any Affiliate, unless such transaction is (a) in the ordinary
course of the Company’s or such Subsidiary’s business and (b) upon fair and
reasonable terms no less favorable to the Company or such Subsidiary, as the
case may be, than it would obtain in a comparable arm’s length transaction with
a Person which is not an Affiliate.

     

    9.9.           Limitation on Sales and
Leasebacks.  Enter into, or permit any Subsidiary to enter
into, any arrangement with any Person (other than the Company or another
Subsidiary) providing for the leasing by the Company or such Subsidiary of real
or personal property which is to be sold or transferred by the Company or such
Subsidiary to such Person or to any other Person to whom funds have been or are
to be advanced by such Person on the security of such property or rental
obligations of the Company or such Subsidiary (a “Sale and Lease-Back
Transaction”), except for (i) Sale and Lease-Back Transactions having an
aggregate Value not exceeding $10,00,000 for all such Sale and Lease-Back
Transactions, or (ii) Sale and Lease-Back Transactions between the Loan Parties
or between Subsidiaries that are not Loan Parties.

     

    9.10.        Limitation on Changes in
Fiscal Year.  Permit the fiscal year of the Company to end on a
day other than June 30.

     

    9.11.        Limitation on Material
Guarantee Obligations in respect of Indebtedness of
Subsidiaries.  Create, incur or permit to exist, or permit any
Subsidiary to create, incur or permit to exist, any material Guarantee
Obligation in respect of any Indebtedness of any Subsidiary, except to the
extent any such material Guarantee Obligation would not violate subsection 9.2
or subsection 9.7.

     

    9.12.        Limitation on Amendment of
Material Documents.  Amend, modify or waive, or permit any
Subsidiary to amend, modify or waive, any provision of (a) any Convertible Notes
Document or (b) any agreement or instrument governing or evidencing any other
Material Indebtedness, in each case in any manner that shortens the maturity or
weighted average life to maturity of such Indebtedness or imposes additional
covenant restrictions on the Borrower or any Subsidiary that could otherwise
reasonably be expected to be adverse in any material respect to the Borrower,
any Subsidiary or the Lenders; provided, that the
foregoing shall not prohibit amendments, modifications or waivers in respect of
any Convertible Notes Document to give effect to the provisions set forth in
subsections 9.2(p) and 9.3(v).

     

    9.13.        Limitation on Prepayments of
Indebtedness.  Make or agree to pay or make, or 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 the Convertible Notes or any other
Material 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, cancelation or
termination of the Convertible Notes or any other Material Indebtedness,
except:


    
      
         


      

      
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    (a)           regularly
scheduled interest and principal payments as and when due in respect of such
Indebtedness, other than payments in respect of Subordinated Indebtedness
prohibited by the subordination provisions thereof;

     

    (b)           refinancings
of Indebtedness to the extent permitted by subsection 9.2;

     

    (c)           payments
of secured Indebtedness that becomes due as a result of the voluntary sale or
transfer of the assets securing such Indebtedness in transactions permitted
hereunder; and

     

    (d)           payments
of or in respect of Indebtedness made solely with Capital Stock (other than
Disqualified Stock) of the Company (or stock options or warrants convertible
into Capital Stock (other than Disqualified Stock) of the Company).

     

    9.14.        Hedging
Agreements.  Enter into, or permit any Subsidiary to enter in,
any Hedging Agreement, except (a) Hedging Agreements entered into to hedge or
mitigate risks to which the Company or any Subsidiary has actual exposure (other
than in respect of Capital Stock or Indebtedness of the Company or any
Subsidiary) and (b) Hedging 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 the Company or any
Subsidiary.

     

    9.15.        Limitation on Acquisition of
Certain Collateral.  Form or otherwise acquire any Subsidiary,
or purchase or otherwise acquire any Capital Stock, indebtedness, bonds, notes,
debentures or other securities of, any Person, or permit any Loan Party to do
any of the foregoing, in each case that would, but for the last sentence of the
definition of the term “Collateral and Guarantee Requirement”, require the
creation of any security interest or the provision of any guarantee pursuant to
the Collateral and Guarantee Requirement that would violate Section 4.08 of the
Convertible Notes Indenture.

     

    9.16.        Maximum Capital
Expenditures.  ii) Allow the aggregate amount of Capital
Expenditures made by the Company and the Subsidiaries in any period of four
consecutive fiscal quarters of the Company to be more than the amount set forth
below opposite such period:

     

    
      
        
          
            
              
                
                  
                    
                      
                        	
                                Period

                              	 	
                                Amount

                              	 
	
                                Four-quarter
      period ending March 31, 2009

                              	 	$	125,000,000	 
	
                                Four-quarter
      period ending June 30, 2009 and
      each four-quarter period thereafter

                              	 	$	95,000,000	 


                      

                    

                  

                

              

            

          

        

      

    

     

    (b)           The
amount of Capital Expenditures set forth in subsection 9.16(a) in respect of any
period of four consecutive fiscal quarters of the Company shall be increased
(but not decreased) by (i) 50% of the amount of unused Capital Expenditures for
the immediately preceding period of four consecutive fiscal quarters less (ii)
the amount of unused Capital Expenditures carried forward to such immediately
preceding period of four consecutive fiscal quarters pursuant to this paragraph;
provided that
notwithstanding the foregoing, the amount of Capital Expenditures permitted in
respect of any period of four consecutive fiscal quarters of the Company shall
in no event exceed $125,000,000.


    
      
         


      

      
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    SECTION
10

     

    EVENTS OF
DEFAULT

     

    If any of
the following events shall occur and be continuing:

     

    (a)           A
Borrower shall fail to pay any principal of any Loan or any Reimbursement
Obligation when due in accordance with the terms thereof or hereof; or a
Borrower shall fail to pay any interest on any Loan, or any other amount payable
hereunder, within five days after any such interest or other amount becomes due
in accordance with the terms thereof or hereof; or

     

    (b)           Any
representation or warranty made or deemed made by any Loan Party herein or in
any other Loan Document or which is contained in any certificate, document or
financial or other written statement furnished by it at any time under or in
connection with this Agreement shall prove to have been incorrect in any
material respect on or as of the date made or deemed made; or

     

    (c)           The
Company shall default in the observance or performance of any agreement
contained in subsection 8.7(a), 8.9, 8.11(b) or 8.14 or Section 9;
or

     

    (d)           Any
Loan Party shall default in the observance or performance of any other agreement
contained in this Agreement or any other Loan Document (other than as provided
in paragraphs (a) through (c) of this subsection), and such default shall
continue unremedied for a period of 30 days after receipt of written notice from
the Administrative Agent thereof; or

     

    (e)            (i)  The
Company or any of its Subsidiaries shall fail to make any payment (whether of
principal, interest, termination payment or other payment obligation and
regardless of amount) in respect of any Material Indebtedness, when and as the
same shall become due and payable (giving effect to any period of grace); or
(ii) 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, or,
in the case of any Hedging Agreement, the applicable counterparty, to cause such
Material Indebtedness to become due, or to require the prepayment, repurchase,
redemption or defeasance thereof, prior to its scheduled maturity or, in the
case of any Hedging Agreement, to cause the termination thereof; provided that this
clause (e)(ii) shall not apply to secured Indebtedness that becomes due as a
result of the voluntary sale or transfer of the assets securing such
Indebtedness;

     

    (f)            (i)
The Company or any of its Subsidiaries shall commence any case, proceeding or
other action (A) under any existing or future law of any jurisdiction, domestic
or foreign, relating to bankruptcy, insolvency, reorganization or relief of
debtors, seeking to have an order for relief entered with respect to it, or
seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization,
arrangement, adjustment, winding-up, liquidation, dissolution, composition or
other relief with respect to it or its debts generally, or (B) seeking
appointment of a receiver, trustee, custodian, conservator or other similar
official for it or for all or substantially all of its assets, or the Company or
any of its Subsidiaries shall make a general assignment for the benefit of its
creditors; or (ii) there shall be commenced against the Company or any of its
Subsidiaries any case, proceeding or other action of a nature referred to in
clause (i) above which (A) results in the entry of an order for relief or any
such adjudication or appointment or (B) remains undismissed, undischarged or
unbonded for a period of 60 days; or (iii) there shall be commenced against the
Company or any of its Subsidiaries any case, proceeding or other action seeking
issuance of a warrant of attachment, execution, distraint or similar process
against all or any substantial part of its assets which results in the entry of
an order for any such relief which shall not have been vacated, discharged, or
stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) a
Borrower shall take any written action in furtherance of, or indicating its
consent to, approval of, or acquiescence in, any of the acts set forth in clause
(i), (ii), or (iii) above; or (v) a Borrower shall generally not, or shall admit
in writing its inability to, pay its debts as they become due;
or


    
      
         


      

      
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    (g)            (i)
The occurrence of any non-exempt “prohibited transaction” (as defined in Section
406 of ERISA or Section 4975 of the Code) involving any Plan or Multiemployer
Plan with respect to which the Company or any Commonly Controlled Entity is a
“disqualified person” (within the meaning of Section 4975 of the Code) or a
“party in interest” (within the meaning of Section 3(14) of ERISA) or could
otherwise reasonably be expected to be liable, (ii) any failure of a Plan to
meet the minimum funding standards (as defined in Section 412 of the Code or
Section 302 of ERISA) applicable to such Plan, in each instance, whether or not
waived, or any Lien (other than any Lien permitted under subsection 9.3) in
favor of the PBGC or a Plan shall arise on the assets of the Company or any
Commonly Controlled Entity, (iii) a Reportable Event shall occur with respect
to, or proceedings under Title IV of ERISA shall commence to have a trustee
appointed, or a trustee shall be appointed under Title IV of ERISA, to
administer or to terminate, any Plan, which Reportable Event or commencement of
proceedings or appointment of a trustee is, in the reasonable opinion of the
Majority Lenders, likely to result in the termination of such Plan for purposes
of Title IV of ERISA, (iv) any Plan shall terminate for purposes of Title IV of
ERISA, or (v) the Company or any Commonly Controlled Entity shall incur any
liability in connection with a withdrawal from, or the Insolvency or
Reorganization of, a Multiemployer Plan, or the determination that such plan is
in “critical” or “endangered” status (as defined in Section 432 of the Code or
Section 305 of ERISA); and in each case in clauses (i) through (v) above, the
occurrence of any such event or condition, together with all other such events
or conditions existing at the time of such occurrence, if any, would reasonably
be expected to have a Material Adverse Effect; or

     

    (h)           One
or more final judgments or decrees of a court shall be entered against the
Company or any of its Subsidiaries for the payment of money in an aggregate
amount (to the extent not adequately covered by insurance) of the Dollar
Equivalent Amount of $30,000,000 or more, and all such judgments or decrees
shall not have been vacated, discharged, stayed or bonded pending appeal within
60 days from the entry thereof;

     

    (i)      
     Any Change of Control shall
occur;


    
      
         


      

      
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    (j)     
       Any Guarantee Obligation purported to be
created under any Loan Document shall cease to be, or shall be asserted by any
Loan Party not to be, in full force and effect, except (i) as permitted under
the Loan Documents or (ii) pursuant to the terms of the Loan Documents;
or

     

    (k)       
    Any Lien purported to be created under any Collateral
Document shall cease to be, or shall be asserted by any Loan Party not to be, a
valid and perfected Lien on any material Collateral, with the priority required
by the applicable Collateral Document, except (i) as permitted under, or
pursuant to the terms of, the Loan Documents or (ii) as a result of the
Administrative Agent’s failure to maintain possession of any stock certificate,
promissory note or other instrument delivered to it under the Collateral
Agreement.

     

    then, and
in any such event, subject to the provisions of subsection 2.12, (A) if such
event is an Event of Default specified in clause (i) or (ii) of paragraph (f) of
this subsection with respect to a Borrower, automatically the Commitments shall
immediately terminate and the Loans hereunder (with accrued interest thereon)
and all other amounts owing under this Agreement (including, without limitation,
all amounts of L/C Obligations, whether or not the beneficiaries of the then
outstanding Letters of Credit shall have presented the documents required
thereunder) shall immediately become due and payable by the applicable Borrower
as provided herein, and (B) if such event is any other Event of Default, either
or both of the following actions may be taken:  (i) with the consent
of the Majority Lenders, the Administrative Agent may, or upon the request of
the Majority Lenders, the Administrative Agent shall, by notice to each Borrower
declare the Commitments to be terminated forthwith, whereupon the Commitments
shall immediately terminate; and (ii) with the consent of the Majority Lenders,
the Administrative Agent may, or upon the request of the Majority Lenders, the
Administrative Agent shall, by notice to each Borrower, declare the Loans
hereunder (with accrued interest thereon) and all other amounts owing under this
Agreement (including, without limitation, all amounts of L/C Obligations,
whether or not the beneficiaries of the then outstanding Letters of Credit shall
have presented the documents required thereunder) to be due and payable by the
applicable Borrower as provided herein forthwith, whereupon the same shall
immediately become due and payable by the applicable Borrower as provided
herein.

     

    Except as
expressly provided above in this Section, presentment, demand, protest and all
other notices of any kind are hereby expressly waived.

     

    SECTION
11

     

    THE
ADMINISTRATIVE AGENT AND THE ARRANGER

     

    11.1.         Appointment.  Each
Lender hereby irrevocably designates and appoints the Administrative Agent as
the agent of such Lender under this Agreement and the other Loan Documents, and
each Lender irrevocably authorizes the Administrative Agent, in such capacity,
to take such action on its behalf under the provisions of this Agreement and the
other Loan Documents and to exercise such powers and perform such duties as are
expressly delegated to the Administrative Agent by the terms of this Agreement
and the other Loan Documents, together with such other powers as are reasonably
incidental thereto.  Notwithstanding any provision to the contrary
elsewhere in this Agreement, the Administrative Agent shall not have any duties
or responsibilities, except those expressly set forth herein, or any fiduciary
relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Loan Document or otherwise exist against the
Administrative Agent.


    
      
         


      

      
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    11.2.         Delegation of
Duties.  The Administrative Agent may execute any of its duties
under this Agreement and the other Loan Documents by or through agents, advisors
(of the type contemplated by any Loan Document to be engaged by the
Administrative Agent) or attorneys-in-fact appointed as such by the
Administrative Agent and shall be entitled to advice of counsel concerning all
matters pertaining to such duties.  The exculpatory provisions of this
Section 11 shall apply to any such agent, advisor and attorney-in-fact of the
Administrative Agent.

     

    11.3.         Exculpatory
Provisions.  Neither the Administrative Agent nor any of its
officers, directors, employees, agents, advisors (of the type contemplated by
any Loan Document to be engaged by the Administrative Agent), attorneys in fact
or Affiliates shall be (i) liable for any action lawfully taken or omitted to be
taken by it or such Person under or in connection with this Agreement or any
other Loan Document with the consent of or at the request of the Majority
Lenders or in the absence of its or such Person’s gross negligence or willful
misconduct or (ii) responsible in any manner to any of the Lenders for any
recitals, statements, representations or warranties made by the Borrowers or any
officer thereof contained in this Agreement or any other Loan Document or in any
certificate, report, statement or other document referred to or provided for in,
or received by the Administrative Agent under or in connection with, this
Agreement or any other Loan Document or for the value, validity, effectiveness,
genuineness, enforceability or sufficiency of this Agreement or any other Loan
Document or for any failure of a Borrower to perform its obligations hereunder
or thereunder.  The Administrative Agent shall not be under any
obligation to any Lender to ascertain or to inquire as to the observance or
performance of any of the agreements contained in, or conditions of, this
Agreement or any other Loan Document, or to inspect the properties, books or
records of the Borrowers.

     

    11.4.         Reliance by Administrative
Agent.  The Administrative Agent shall be entitled to rely, and
shall be fully protected in relying, upon any note, writing, resolution, notice,
consent, certificate, affidavit, letter, telecopy, telex or teletype message,
statement, order or other document believed by it to be genuine and correct and
to have been signed, sent or otherwise authenticated by the proper Person or
Persons and upon advice and statements of legal counsel (including, without
limitation, counsel to the Company), independent accountants and other experts
selected by the Administrative Agent.  The Administrative Agent may
deem and treat the payee of any note as the owner thereof for all purposes
unless a written notice of assignment, negotiation or transfer thereof shall
have been filed with the Administrative Agent.  The Administrative
Agent shall in all cases be fully protected in acting, or in refraining from
acting, under this Agreement and the other Loan Documents in accordance with the
written request of the Majority Lenders (to the extent that the Majority Lenders
make any such request in accordance with the Loan Documents), and such request
and any action taken or failure to act pursuant thereto shall be binding upon
all the Lenders and all future holders of the Loans.

     

    11.5.           Notice of
Default.  The Administrative Agent shall not be deemed to have
knowledge or notice of the occurrence of any Default or Event of Default
hereunder unless the Administrative Agent has received notice from a Lender or
the Company referring to this Agreement, describing such Default or Event of
Default and stating that such notice is a “notice of default”.  In the
event that the Administrative Agent receives such a notice, the Administrative
Agent shall give notice thereof to the Lenders.  The Administrative
Agent shall take such action with respect to such Default or Event of Default as
shall be reasonably directed by the Majority Lenders; provided that unless
and until the Administrative Agent shall have received such directions, the
Administrative Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such Default or Event of
Default as it shall deem advisable in the best interests of the
Lenders.


    
      
         


      

      
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    11.6.         Non-Reliance on
Administrative Agent and Other Lenders.  Each Lender expressly
acknowledges that neither the Administrative Agent nor any of its officers,
directors, employees, agents, advisors, attorneys-in-fact or Affiliates has made
any representations or warranties to it and that no act by the Administrative
Agent hereinafter taken, including any review of the affairs of the Borrowers,
shall be deemed to constitute any representation or warranty by the
Administrative Agent to any Lender.  Each Lender represents to the
Administrative Agent 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 appraisal of and
investigation into the business, operations, property, financial and other
condition and creditworthiness of the Borrowers and made its own decision to
make its Loans hereunder and enter into this Agreement.  Each Lender
also represents 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 deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not taking action under
this Agreement and the other Loan Documents, and to make such investigation as
it deems necessary to inform itself as to the business, operations, property,
financial and other condition and creditworthiness of the
Borrowers.  Except for notices, reports and other documents expressly
required to be furnished to the Lenders by the Administrative Agent hereunder,
the Administrative Agent shall not have any duty or responsibility to provide
any Lender with any credit or other information concerning the business,
operations, property, condition (financial or otherwise), prospects or
creditworthiness of the Borrowers which may come into the possession of the
Administrative Agent or any of its officers, directors, employees, agents,
advisors, attorneys-in-fact or Affiliates.

     

    11.7.         Indemnification.  The
Lenders agree to indemnify the Administrative Agent and the Arranger in their
capacity as such (to the extent not reimbursed by the Borrowers and without
limiting the obligation of the Borrowers to do so), ratably according to their
respective Commitment Percentages in effect on the date on which indemnification
is sought (or, if indemnification is sought after the date upon which the
Commitments shall have terminated and the Loans shall have been paid in full,
ratably in accordance with their Commitment Percentages immediately prior to
such date), from and against any and all liabilities, obligations, losses,
damages, claims, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind whatsoever which may at any time (including, without
limitation, at any time following the payment of the Loans) be imposed on,
incurred by or asserted against the Administrative Agent in any way relating to
or arising out of, the Commitments, this Agreement, any of the other Loan
Documents or any documents contemplated by or referred to herein or therein or
the transactions contemplated hereby or thereby or any action taken or omitted
by the Administrative Agent under or in connection with any of the foregoing;
provided that
no Lender shall be liable for the payment of any portion of such liabilities,
obligations, losses, damages, claims, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting solely from the Administrative
Agent’s gross negligence or willful misconduct.  The agreements in
this subsection shall survive the payment of the Loans and all other amounts
payable hereunder.


    
      
         


      

      
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    11.8.        Administrative Agent in Its
Individual Capacity.  The Administrative Agent and its
Affiliates may make loans to, accept deposits from and generally engage in any
kind of business with the Borrowers as though the Administrative Agent were not
the Administrative Agent hereunder and under the other Loan
Documents.  With respect to the Loans made by it, the Administrative
Agent shall have the same rights and powers under this Agreement and the other
Loan Documents as any Lender and may exercise the same as though it were not the
Administrative Agent, and the terms “Lender” and “Lenders” shall include the
Administrative Agent in its individual capacity.

     

    11.9.         Successor Administrative
Agent.  The Administrative Agent may at any time give notice of
its resignation to the Lenders, each Issuing Bank and the
Company.  The Majority Lenders shall, within ten (10) days after
receipt of any such notice of resignation, in consultation with the Company,
appoint from among the Lenders a successor agent for the Lenders, which
successor agent shall, unless an Event of Default shall then be continuing, be
subject to approval by the Company (such approval not to be unreasonably
withheld), whereupon such successor agent shall succeed to and become vested
with all of the rights, powers and duties of the retiring Administrative Agent,
and the term “Administrative Agent” shall mean such successor agent effective
upon the date of such appointment and approval, and the former Administrative
Agent’s rights, powers and duties as Administrative Agent under the Loan
Documents shall be terminated, without any other or further act or deed on the
part of such former Administrative Agent or any of the parties to this Agreement
or any holders of the Loans.  The fees payable by the Borrowers to a
successor Administrative Agent shall be the same as those payable by the
Borrowers to the retiring Administrative Agent unless otherwise agreed between
the Borrowers and such successor.  After any retiring Administrative
Agent’s resignation as Administrative Agent, the provisions of this Section 11
shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was Administrative Agent under this Agreement and the other Loan
Documents.

     

    11.10.       The
Arranger.  The Arranger, in such capacity, shall have no duties
or responsibilities, and shall incur no obligations or liabilities, under this
Agreement or the other Loan Documents.


    
      
         


      

      
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    SECTION
12

     

    MISCELLANEOUS

     

    12.1.         Amendments and Waivers
Generally; Amendments to Schedule.  (a)  Neither this
Agreement nor any other Loan Document, nor any terms hereof or thereof may be
amended, supplemented or modified except in accordance with the provisions of
this subsection.  The Majority Lenders and the Borrowers may, or, with
the written consent of the Majority Lenders, the Administrative Agent and the
Borrowers may, from time to time, (i) enter into written amendments, supplements
or modifications hereto and to the other Loan Documents for any purpose or (ii)
waive, on such terms and conditions as the Majority Lenders or the
Administrative Agent, as the case may be, may specify in such instrument, any of
the requirements of this Agreement or the other Loan Documents or any Default or
Event of Default and its consequences; provided, however, that no such
waiver and no such amendment, supplement or modification shall (A) reduce the
principal amount or extend the final scheduled date of maturity of any Loan or
of any installment thereof, or reduce the stated rate of any interest or fee
payable hereunder (except (x) in connection with any waiver of applicability of
any increase in interest rates during the continuance of an Event of Default
(which waiver shall be effective with the consent of the Majority Lenders) and
(y) that any amendment or modification of defined terms used in the financial
covenants in this Agreement shall not constitute a reduction in the rate of
interest or fees for purposes of this clause (A)) or extend the scheduled date
of any payment thereof or increase the amount or extend the expiration date of
any Lender’s Commitments, in each case without the consent of each Lender
directly affected thereby (except for adjustments from time to time in
accordance with this Agreement), (B) amend, modify or waive the voting rights of
any Lender under this subsection without the written consent of such Lender, (C)
reduce the percentage specified in the definition of Majority Lenders (or in any
provision providing for a vote by any Class of Lenders) without the written
consent of all the Lenders (or all Lenders of such Class, as the case may be),
(D) consent to the assignment or transfer by a Borrower of any of its rights and
obligations under this Agreement and the other Loan Documents without the
written consent of all the Lenders, (E) change any provision of this Agreement
or any other Loan Document in a manner that by its terms adversely affects the
rights in respect of payments due to Lenders with Commitments, Company
Obligations or Additional Borrower Obligations of any Class differently than
those with Commitments, Company Obligations or Additional Borrower Obligations
of any other Class, without the written consent of Lenders holding a majority in
interest of the Commitments and outstanding Loans of the adversely affected
Class, or (F) amend, modify or waive any provision of Section 11 without the
written consent of the then Administrative Agent.  Notwithstanding any
of the foregoing, (i) the portions of the Fee Letter pertaining solely to any
fees payable by the Borrowers to the Administrative Agent may be amended,
modified, supplemented or waived in a written instrument signed only by the
Borrowers and the Administrative Agent; (ii) only the consent of the applicable
Lender shall be required to reduce the principal amount of, or the rate of
interest on, any Competitive Advance Loan of such Lender, or any fees or other
amounts payable with respect thereto or change the maturity date or repayment
schedule thereof; (iii) no Lender in default of its obligations under this
Agreement shall have any right to approve or disapprove of any amendment,
modification, waiver or consent hereunder, except that the Commitment of such
defaulting Lender may not be increased or extended without the consent of such
defaulting Lender; (iv) the terms and provisions of any Letter of Credit and any
Time Draft may be amended, modified, supplemented or waived in a written
instrument signed only by the Issuing Bank that issued such Letter of Credit or
Time Draft (as applicable) and the Company (except to the extent provided in
subsection 4.1(a)(proviso) and 4.1(b)(ii)); (v) the percentages contained in the
definitions of “Company Percentage” and “Additional Borrower Percentage” may be
amended in accordance with the definitions thereof without any consent of the
Administrative Agent or any Lender so long as at all times the percentages in
both such definitions shall equal 100% in the aggregate; and (vi) any amendment,
modification, waiver or consent of this Agreement or any other Loan Document
that by its terms affects the rights or duties under this Agreement or such
other Loan Document of one Class of Commitments and Loans (but not all Classes
of Commitments and Loans) may be effected by a written instrument signed only by
the Borrowers and the requisite percentage in interest of the affected Lenders
under the applicable Class.


    
      
         


      

      
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    (b)           Schedules
II and IV may be amended as follows:

     

    (i)      
      Schedule II will be amended to change
administrative information contained therein (other than any interest rate
definition, Funding Time, Payment Time or notice time contained therein), upon
execution and delivery by the Company and the Administrative Agent of a Schedule
Amendment providing for such amendment.

     

    (ii)     
      Schedule II will be amended to amend or
modify any Funding Time, Payment Time or notice time contained therein, upon
execution and delivery by the Company, the Majority Lenders and the
Administrative Agent of a Schedule Amendment providing for such
amendment.

     

    (iii)           Schedule
II will be amended to change any interest rate definition contained therein or
to add additional Available Foreign Currencies (and related interest rate
definitions and administrative information), upon execution and delivery by the
Company, all the Lenders and the Administrative Agent of a Schedule Amendment
providing for such amendment.

     

    (iv)           Schedule
IV will be amended to designate other Lenders as additional Issuing Banks, and
add administrative information with respect thereto, upon execution and delivery
by the Company, the Administrative Agent and such additional Issuing Bank of a
Schedule Amendment providing for such amendment.

     

    (v)  
         Schedule IV will be
amended to change administrative information with respect to Issuing Banks, upon
execution and delivery by the Company, the Administrative Agent and such Issuing
Bank, as the case may be, of a Schedule Amendment providing for such
amendment.

     

    (c)           Any
waiver and any amendment, supplement or modification obtained or made in
accordance with subsection 12.1(a) or (b) shall apply equally to each of the
Lenders and shall be binding upon the Borrowers, the Lenders, the Issuing Banks,
the Administrative Agent and all future holders of the Loans.  In the
case of any waiver, the Borrowers, the Lenders, the Issuing Banks, and the
Administrative Agent shall be restored to their former positions and rights
hereunder and under the other Loan Documents, and any Default or Event of
Default waived shall be deemed to be cured and not continuing; but no such
waiver shall extend to any subsequent or other Default or Event of Default or
impair any right consequent thereon.

     

    (d)           Notwithstanding
anything to the contrary contained herein or in any other Loan Document, the
Administrative Agent is hereby irrevocably authorized by each Lender (without
any notice to or consent of any Lender unless expressly required by subsection
12.1) to take any action reasonably requested by the Borrowers to the extent
necessary to permit the consummation of any transaction permitted by the Loan
Documents or that has been consented to in accordance with subsection
12.1.


    
      
         


      

      
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    (e)           Notwithstanding
anything to the contrary contained herein or in any other Loan Document, in the
event all the Lenders shall have elected pursuant to subsection 1.4 to become
Extended Tranche Lenders, the Administrative Agent and the Company may, during
the period of 60 days following the Restatement Effective Date, upon notice to
the Lenders (but without the consent of any Lender or other Person), amend and
restate this Agreement and the other Loan Documents (i) to  eliminate
provisions relating solely to Original Tranche Commitments and Original Tranche
Loans, (ii) to eliminate terminology distinguishing the Extended Tranche
Commitments and Extended Tranche Loans from the Original Tranche Commitments and
Original Tranche Loans and (c) to make other conforming changes that have no
adverse effect on the substantive rights or responsibilities of the Lenders or
on the benefits to which they are entitled under the Loan
Documents.  A draft of any amendment and restatement
of  this Agreement or any other Loan Document shall be distributed to
the Lenders not fewer than five Business Days prior to its execution by the
Administrative Agent and the Company.

     

    12.1A.  
  Amendments
Relating to the Collateral and Guarantee Requirement and Intercreditor
Agreement.  (a)  Notwithstanding the provisions of
subsection 12.1, no amendment, waiver or consent of this Agreement or of any
other Loan Document shall (a) release any Subsidiary Loan Party from its
obligations under the Collateral Agreement (except as expressly provided in
subsection 12.17 or in accordance with the terms of the Collateral Agreement),
without the written consent of all the Extended Tranche Lenders; or (b) release
all or substantially all the Collateral from the Liens of the Collateral
Documents (except as expressly provided in section 12.17 or in accordance with
their respective terms), without the written consent of all the Extended Tranche
Lenders.

     

    (b)           Notwithstanding
anything to the contrary contained herein or in any other Loan Document, each
Extended Tranche Lender irrevocably authorizes the Administrative Agent to
execute and deliver, on behalf of itself and the other Secured Parties, any
intercreditor agreement approved by the Majority Extended Tranche Lenders that
effects the subordination of the Liens permitted by subsection 9.3(v) to the
Liens securing the Secured Obligations, and hereby agrees to observe the terms
of and be bound by any intercreditor agreement so executed and
delivered.

     

    12.2.        Notices.  (a)  All
notices, requests and demands to or upon the respective parties hereto to be
effective shall be in writing (including by facsimile transmission) and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by facsimile, and in each case shall be deemed to have
been duly given or made when received in the case of registered or certified
mail, postage prepaid (except that, if not received during normal business hours
of the recipient, shall be deemed to have been received at the opening of
business on the next Business Day for the recipient), addressed as follows in
the case of the Borrowers and the Administrative Agent, and as set forth in
Schedule I in the case of the other parties hereto, or to such other address as
may be hereafter notified by the respective parties hereto:

     

    
      
        
        

      

      
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                The
      Borrowers:

              	
                Harman
      International

              
	 
      	
                Industries,
      Incorporated

              
	 
      	
                400
      Atlantic Street

              
	 
      	
                15th
      Floor

              
	 
      	
                Stamford,
      CT 06901

              
	 
      	
                Attention:  Herbert
      Parker, Chief Financial Officer and Executive Vice
    President

              
	 
      	
                Fax:  203-328-3953

              
	 
      	
                Attention:  Todd
      Suko, Vice President and General Counsel

              
	 
      	
                Fax:  203-328-3978

              
	
                The
      Administrative Agent:

              	
                For
      notices regarding Loans denominated in Dollars:

              
	 
      	
                JPMorgan
      Chase Bank, N.A.

              
	 
      	
                Loan
      and Agency Services

              
	 
      	
                10
      South Dearborn, Floor 07

              
	 
      	
                Chicago,
      IL 60603-2003

              
	 
      	
                Attention:  April
      Yebd

              
	 
      	
                Fax:  312-385-7096

              
	 
      	
                For
      notices regarding Loans denominated in Available Foreign
      Currencies:

              
	 
      	
                J.P.
      Morgan Europe Limited

              
	 
      	
                125
      London Wall

              
	 
      	
                London,
      England EC2Y 5AJ

              
	 
      	
                Attention:  Loan
      Agency - Maxine O’Hara

              
	 
      	
                Fax:  44-(0)-207-777-2360

              


      

    

    


    provided that any
Notice of Borrowing, Notice of Competitive Advance Loan, Notice of Continuation,
Notice of Conversion, or any notice pursuant to subsections 2.4, 2.5 or 4.2
shall not be effective until received.  Notices delivered through
electronic communications to the extent provided in paragraph (b) below, shall
be effective as provided in said paragraph (b).

     

    (b)           Notices
and other communications to the Administrative Agent, the Lenders and the
Issuing Banks hereunder may be delivered or furnished by electronic
communication (including e-mail and Internet or intranet websites) pursuant to
procedures prescribed or approved by the Administrative Agent, provided that the
foregoing shall not apply to notices to any Lender pursuant to Section 2 if such
Lender has notified the Administrative Agent and the Company that it is
incapable of receiving such notices under such Section by electronic
communication.  The Administrative Agent or the Company 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.

     

    Unless
the Administrative Agent otherwise prescribes, (i) notices and other
communications 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 such
notice or other communication is not sent during the normal business hours of
the recipient, such notice or communication shall be deemed to have been sent at
the opening of business on the next business day for the recipient, and (ii)
notices or communications 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 (i) of notification that such
notice or communication is available and identifying the website address
therefor.


    
      
         


      

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

     

    12.3.        No Waiver; Cumulative
Remedies.  No failure to exercise and no delay in exercising,
on the part of the Administrative Agent or any Lender, any right, remedy, power
or privilege hereunder or under the other Loan Documents shall operate as a
waiver thereof; nor shall any single or partial exercise of any right, remedy,
power or privilege hereunder preclude any other or further exercise thereof or
the exercise of any other right, remedy, power or privilege.  The
rights, remedies, powers and privileges herein provided are cumulative and not
exclusive of any rights, remedies, powers and privileges provided by
law.

     

    12.4.        Survival of Representations
and Warranties.  All representations and warranties made
hereunder, in the other Loan Documents and in any document, certificate or
statement delivered pursuant hereto or in connection herewith shall survive the
execution and delivery of this Agreement and the making of the Loans
hereunder.

     

    12.5.        Payment of Expenses and
Taxes.  Each Borrower agrees (a) to pay or reimburse the
Administrative Agent for such Borrower’s Applicable Percentage of all the
Administrative Agent’s reasonable out-of-pocket costs and expenses incurred in
connection with the development, preparation and execution of, and any
amendment, supplement or modification to, this Agreement and the other Loan
Documents and any other documents prepared in connection herewith or therewith,
and the consummation and administration of the transactions contemplated hereby
and thereby, including, without limitation, the reasonable fees and
disbursements of counsel to the Administrative Agent, (b) to pay or reimburse
each Lender and the Administrative Agent for such Borrower’s Applicable
Percentage of all such Lender’s and the Administrative Agent’s costs and
expenses reasonably incurred in connection with the enforcement or preservation
of any rights under this Agreement, the other Loan Documents and any such other
documents, including, without limitation, the fees and disbursements of counsel
to each Lender and of counsel to the Administrative Agent and any advisor (of
the type contemplated by any Loan Document to be engaged by the Administrative
Agent) retained by the Administrative Agent, (c) to pay, indemnify, and hold
each Lender and the Administrative Agent harmless from, such Borrower’s
Applicable Percentage of any and all recording and filing fees and any and all
liabilities with respect to, or resulting from any delay in paying, stamp,
excise and other similar taxes, if any, which may be payable or determined to be
payable in connection with the execution and delivery of, or consummation or
administration of any of the transactions contemplated by, or any amendment,
supplement or modification of, or any waiver or consent under or in respect of,
this Agreement, the other Loan Documents and any such other documents, and (d)
to indemnify and hold the Administrative Agent, the Arranger and each Lender,
their respective affiliates, and their respective officers, directors, trustees,
advisors and controlling persons, (each, an “indemnified person”)
harmless from and against such Borrower’s Applicable Percentage of any and all
liabilities, obligations, losses, damages, judgments, claims, penalties, costs,
expenses or disbursements of any kind or nature whatsoever arising out of (i)
claims, actions, suits or proceedings brought by third parties with respect to
the execution, delivery, enforcement, performance and administration of this
Agreement or the use of the proceeds of the Extensions of Credit or (ii) any
actual or alleged presence or release of Materials of Environmental Concern on
or from any property currently or formerly owned or operated by the Borrower or
any of its Subsidiaries, or any violation of or liability under Environmental
Laws related in any way to the Borrower or any of its Subsidiaries (all the
foregoing, collectively, the “indemnified
liabilities”), provided, that the
Borrowers shall have no obligation hereunder to any indemnified person with
respect to indemnified liabilities arising from (i) the gross negligence or
willful misconduct of such indemnified person or any other indemnified person,
or (ii) any claim brought by a Borrower against an Indemnitee for such
Indemnitee’s bad faith breach of its obligations under any Loan Document or
(iii) legal proceedings commenced against such indemnified person by any
security holder or creditor thereof arising out of and based upon rights
afforded any such security holder or creditor solely in its capacity as
such.  The agreements in this subsection shall survive repayment of
the Loans and all other amounts payable hereunder.


    
      
         


      

      
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    12.6.        Successors and Assigns;
Participations and Assignments.  (a)  This Agreement
shall be binding upon and inure to the benefit of the Borrowers, the Lenders,
the Administrative Agent and their respective successors and assigns, except
that the Borrowers may not assign or transfer any of their rights or obligations
under this Agreement without the prior written consent of each Lender and no
Lender may assign or otherwise transfer any of its rights or obligations
hereunder except (i) to an Assignee in accordance with the provisions of clause
(c) of this subsection, (ii) by way of participation in accordance with the
provisions of clause (b) of this subsection, or (iii) by way of pledge or
assignment of a security interest subject to the restrictions of subsection
12.6(f) (and any other attempted assignment or transfer by any party hereto
shall be null and void).  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, Participants
to the extent provided in subsection 12.6(f) and, to the extent expressly
contemplated hereby, the Related Parties of each of the Administrative Agent and
the Lenders) any legal or equitable right, remedy or claim under or by reason of
this Agreement.

     

    (b)           Any
Lender may, in the ordinary course of its commercial banking business and in
accordance with applicable law, at any time sell to one or more banks or other
entities (“Participants”)
participating interests in any Loan owing to such Lender, any Commitment of such
Lender or any other interest of such Lender hereunder and under the other Loan
Documents.  In the event of any such sale by a Lender of a
participating interest to a Participant, such Lender’s obligations under this
Agreement to the other parties to this Agreement shall remain unchanged, such
Lender shall remain solely responsible for the performance of such obligations,
such Lender shall remain the holder of any such Extension of Credit for all
purposes under this Agreement and the other Loan Documents, and the Borrowers,
the other Lenders, the Issuing Banks and the Administrative Agent shall continue
to deal solely and directly with such Lender in connection with such Lender’s
rights and obligations under this Agreement and the other Loan
Documents.  Any agreement or instrument pursuant to which a Lender
sells any such participation shall provide that such Lender shall retain the
sole right to enforce this Agreement and the other Loan Documents and to approve
any amendment or waiver of any provision of any Loan Document, or any consent to
any departure by the Borrowers therefrom, except that such agreement or
instrument may provide that the Lender will not, without the consent of the
Participant, agree to any such amendment, waiver or consent that would (i)
reduce the principal of, or interest on (except in connection with any waiver of
applicability of any increase in interest rates during the continuance of an
Event of Default), the Loans or any fees payable to all of the Lenders
hereunder, or postpone the date of the final maturity of the Loans, in each case
solely to the extent such amendment, waiver or consent directly affects the Loan
or Loans in which the Participant is participating (provided that any
waiver of any Default or Event of Default shall not constitute any amendment to
the terms of any such participation, and that any increase in any Commitment or
in the principal amount of any Loan or any interest thereon shall be permitted
without the consent of any Participant if the Participant’s participation in any
Loan is not increased as a result thereof).  The Borrowers agree that
if amounts outstanding under this Agreement are due or unpaid, or shall have
been declared or shall have become due and payable upon the occurrence of an
Event of Default, each Participant shall, to the maximum extent permitted by
applicable law, be deemed to have the right of setoff in respect of its
participating interest in amounts owing under this Agreement to the same extent
as if the amount of its participating interest were owing directly to it as a
Lender under this Agreement, provided that, in
purchasing such participating interest, such Participant shall be deemed to have
agreed to share with the Lenders the proceeds thereof as provided in subsection
12.7(a) as fully as if it were a Lender hereunder.  In the case of any
such participation, the Participant shall not have any rights under this
Agreement or any of the other Loan Documents (the Participant’s rights against
such Lender in respect of such participation being limited solely to those set
forth in the agreement executed by such Lender in favor of the Participant
relating thereto) and all amounts payable by the Borrowers hereunder shall be
determined as if such Lender had not sold such participation to such
Participant; provided that each
Participant shall be entitled to the benefits of subsections 5.4, 5.5 and 5.6
with respect to its participation in the Commitments and the Loans outstanding
from time to time as if it were a Lender; and provided, further, that no
Participant shall be entitled to receive any greater amount pursuant to any such
subsection than the transferor Lender would have been entitled to receive in
respect of the amount of the participation transferred by such transferor Lender
to such Participant had no such transfer occurred.  A Participant
shall not be entitled to the benefits of subsection 5.5 unless each Borrower is
notified of the participation sold to such Participant and such Participant
agrees, for the benefit of each Borrower, to comply with subsection 5.5 as
though it were a Lender.


    
      
         


      

      
        94

        
          

        

      

      
         


      

    


    (c)           Any
Lender may, in the ordinary course of its commercial banking business and in
accordance with applicable law, at any time and from time to time assign to any
Lender or any Affiliate thereof or, with the consent of the Company and the
Administrative Agent (which in each case shall not be unreasonably withheld), to
an additional bank or financial institution (an “Assignee”) all or any
part of its rights and obligations under this Agreement and the other Loan
Documents pursuant to an Assignment and Acceptance executed by such Assignee,
such assigning Lender (and, in the case of an Assignee that is not then a Lender
or an affiliate thereof, by the Company and the Administrative Agent) and
delivered to the Administrative Agent for its acceptance and recording in the
Register, provided that, in the
case of any such assignment to an additional bank or financial institution, the
aggregate amount of the Commitment being assigned and, if such assignment is of
less than all of the rights and obligations of the assigning Lender, the
aggregate amount of the Commitment remaining with the assigning Lender are each
not less than $5,000,000 (or such lesser amount as may be agreed to by the
Company and the Administrative Agent).  Upon such execution, delivery,
acceptance and recording, from and after the effective date specified in such
Assignment and Acceptance, (x) the Assignee thereunder shall be a party hereto
and, to the extent provided in such Assignment and Acceptance, have the rights
and obligations of a Lender hereunder with a Commitment of the applicable Class
as set forth therein, and (y) the assigning Lender thereunder shall, to the
extent provided in such Assignment and Acceptance, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all or the remaining portion of an assigning Lender’s rights
and obligations under this Agreement, such assigning Lender shall cease to be a
party hereto).  Notwithstanding any provision of this paragraph (c)
and paragraph (e) of this subsection, the consent of the Company shall not be
required for any assignment which occurs at any time when any of the events
described in subsection 10(f)(i) or (ii) shall have occurred and be
continuing.

     

    
      
        
        

      

      
        95

        
          

        

      

      
        
        

      

    

     

    (d)           The
Administrative Agent shall, on behalf of the Borrowers, maintain at the address
of the Administrative Agent referred to in subsection 12.2 a copy of each
Assignment and Acceptance delivered to it and a register (the “Register”) for the
recordation of the names and addresses of the Lenders and the Commitments of,
and principal amounts of the Loans owing by each Borrower to, each Lender, and
the applicable Class thereof, from time to time.  The entries in the
Register shall be conclusive, in the absence of manifest error, and each
Borrower, the Administrative Agent and the Lenders shall treat each Person whose
name is recorded in the Register as the owner of a Loan or other obligation
hereunder as the owner thereof for all purposes of this Agreement and the other
Loan Documents, notwithstanding any notice to the contrary.  Any
assignment of any Loan or other obligation hereunder shall be effective only
upon appropriate entries with respect thereto being made in the
Register.  The Register shall be available for inspection by each
Borrower or any Lender at any reasonable time and from time to time upon
reasonable prior notice.

     

    (e)           Upon
its receipt of an Assignment and Acceptance executed by an assigning Lender and
an Assignee (and, in the case of an Assignee that is not then a Lender or an
affiliate thereof, by the Company and the Administrative Agent) together with
payment to the Administrative Agent of a registration and processing fee of
$3,500, the Administrative Agent shall (i) promptly accept such Assignment and
Acceptance and (ii) on the effective date determined pursuant thereto record the
information contained therein in the Register and give notice of such acceptance
and recordation to the Lenders and the Company.

     

    (f)   
        Each Borrower authorizes each
Lender to disclose to any Participant or Assignee (each, a “Transferee”) and any
prospective Transferee, subject to the provisions of subsection 12.16, any and
all financial information in such Lender’s possession concerning the Company and
its Affiliates which has been delivered to such Lender by or on behalf of such
Borrower pursuant to this Agreement or which has been delivered to such Lender
by or on behalf of such Borrower in connection with such Lender’s credit
evaluation of such Borrower and its Affiliates prior to becoming a party to this
Agreement, provided, that the
Lenders shall take such steps as reasonably necessary to ensure that
confidential information will be treated in a confidential manner as required by
subsection 12.16.


    
      
         


      

      
        96

        
          

        

      

      
         


      

    


    (g)           For
avoidance of doubt, the parties to this Agreement acknowledge that the
provisions of this subsection concerning assignments of Loans relate only to
absolute assignments and that such provisions do not prohibit assignments
creating security interests, including, without limitation, any pledge or
assignment by a Lender of any Loan to any Federal Reserve Bank in accordance
with applicable law.

     

    12.7.        Adjustments;
Set-off.  (a)  Except as otherwise expressly provided
herein, and subject to the provisions of subsection 2.12, the provisions of the
Collateral Documents and the right of the Secured Parties to receive payments
out of proceeds realized from the exercise of remedies in respect of the
Collateral, if any Lender (a “Benefited Lender”)
shall at any time receive any payment of all or part of its Loans to a Borrower
or other Company Obligations or Additional Borrower Obligations, as applicable,
then due and owing, or interest thereon, or receive any collateral in respect
thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or
proceedings of the nature referred to in subsection 10(f), or otherwise), in a
greater proportion than any such payment to or collateral received by any other
Lender, if any, in respect of such other Lender’s Loans to such Borrower or
other Company Obligations or Additional Borrower Obligations, as applicable,
then due and owing, or interest thereon, such Benefited Lender shall notify the
Administrative Agent and purchase (for cash at face value) from the other
Lenders a participating interest in such portion of each such other Lender’s
Loans to such Borrower or other Company Obligations or Additional Borrower
Obligations, as applicable, or shall make such other adjustments as shall be
equitable, as shall be necessary to cause such Benefited Lender to share the
excess payment ratably by the Lenders in accordance with the aggregate amount of
principal of and accrued interest on their respective Loans to such Borrower and
other Company Obligations or Additional Borrower Obligations, as applicable,
owing to them; provided, however, that if any
such participations are purchased and all or any portion of such excess payment
or benefits is thereafter recovered from such Benefited Lender, such purchase
shall be rescinded, and the purchase price and benefits returned, to the extent
of such recovery, but without interest; and the provisions of this subsection
shall not be construed to apply to (x) any payment made by such Borrower
pursuant to and in accordance with the express terms of this Agreement or (y)
any payment obtained by a Lender as consideration for the assignment of or sale
of a participation in any of its Loans to such Borrower or other Company
Obligations or Additional Borrower Obligations, as applicable, to any
Transferee, other than to the applicable Borrower (as to which the provisions of
this subsection shall apply).

     

    (b)           Subject
to the provisions of subsection 2.12, if an Event of Default shall have occurred
and be continuing, each Lender shall have the right, without prior notice to a
Borrower, any such notice being expressly waived by the Borrowers to the extent
permitted by applicable law, upon any amount becoming due and payable by a
Borrower hereunder (whether at the stated maturity, by acceleration or
otherwise) to set-off and appropriate and apply against such amount any and all
deposits (general or special, time or demand, provisional or final), in any
currency, and any other credits, indebtedness or claims (other than Hedging
Agreements entered into by such Borrower and such Lender), in any currency, in
each case whether direct or indirect, absolute or contingent, matured or
unmatured, at any time held or owing by such Lender or any branch or agency
thereof to or for the credit or the account of such Borrower.  Each
Lender agrees promptly to notify the Borrowers and the Administrative Agent
after any such set-off and application made by such Lender, provided that the
failure to give such notice shall not affect the validity of such set-off and
application.


    
      
         


      

      
        97

        
          

        

      

      
         


      

    


    12.8.        Judgment.  (a)  If
for the purpose of obtaining judgment in any court it is necessary to convert a
sum due hereunder in one currency into another currency, the parties hereto
agree, to the fullest extent that they may effectively do so, that the rate of
exchange used shall be that at which in accordance with normal banking
procedures the Administrative Agent could purchase the first currency with such
other currency on the Business Day preceding the day on which final judgment is
given.

     

    (b)           The
obligation of a Borrower in respect of any sum due to any Lender or the
Administrative Agent hereunder shall, notwithstanding any judgment in a currency
(the “Judgment
Currency”) other than that in which such sum is denominated in accordance
with the applicable provisions of this Agreement (the “Agreement Currency”),
be discharged only to the extent that on the Business Day following receipt by
such Lender or the Administrative Agent (as the case may be) of any sum adjudged
to be so due in the Judgment Currency such Lender or the Administrative Agent
(as the case may be) may in accordance with normal banking procedures purchase
the Agreement Currency with the Judgment Currency.  If the amount of
the Agreement Currency so purchased is less than the sum originally due to such
Lender or the Administrative Agent (as the case may be) in the Agreement
Currency, the applicable Borrower agrees, as a separate obligation and
notwithstanding any such judgment, to indemnify such Lender or the
Administrative Agent (as the case may be) against such loss, and if the amount
of the Agreement Currency so purchased exceeds the sum originally due to any
Lender or the Administrative Agent (as the case may be), such Lender or the
Administrative Agent (as the case may be) agrees to remit to such Borrower such
excess.

     

    12.9.        Counterparts.  This
Agreement may be executed by one or more of the parties to this Agreement on any
number of separate counterparts (including by facsimile transmission), and all
of said counterparts taken together shall be deemed to constitute one and the
same instrument.  A set of the copies of this Agreement signed by all
the parties shall be lodged with the Company and the Administrative
Agent.  Delivery of an executed counterpart of a signature page of
this Agreement by telecopy shall be effective as delivery of a manually executed
counterpart of this Agreement.

     

    12.10.       Severability.  Any
provision of this Agreement which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

     

    12.11.      Integration.  This
Agreement and the other Loan Documents represent the agreement of the Borrowers,
the Administrative Agent and the Lenders with respect to the subject matter
hereof, and there are no promises, undertakings, representations or warranties
by the Administrative Agent or any Lender relative to the subject matter hereof
not expressly set forth or referred to herein or in the other Loan
Documents.

     

    12.12.      GOVERNING
LAW.  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


    
      
         


      

      
        98

        
          

        

      

      
         


      

    


    12.13.      Submission to Jurisdiction;
Waivers.  Each Borrower hereby irrevocably and
unconditionally:

     

    (a)           submits
for itself and its property in any legal action or proceeding relating to this
Agreement and the other Loan Documents to which it is a party, or for
recognition and enforcement of any judgment in respect thereof, to the
non-exclusive general jurisdiction of the Courts of the State of New York, the
courts of the United States of America for the Southern District of New York,
and appellate courts from any thereof;

     

    (b)           consents
that any such action or proceeding may be brought in such courts and waives any
objection that it may now or hereafter have to the venue of any such action or
proceeding in any such court or that such action or proceeding was brought in an
inconvenient court and agrees not to plead or claim the same;

     

    (c)           agrees
that service of process in any such action or proceeding may be effected by
mailing a copy thereof by registered or certified mail (or any substantially
similar form of mail), postage prepaid, to such Borrower at its address set
forth in subsection 12.2 or at such other address of which the Administrative
Agent shall have been notified pursuant thereto;

     

    (d)           agrees
that nothing herein shall affect the right to effect service of process in any
other manner permitted by law or shall limit the right to sue in any other
jurisdiction; and

     

    (e)           waives,
to the maximum extent not prohibited by law, any right it may have to claim or
recover in any legal action or proceeding referred to in this subsection any
special, exemplary, punitive or consequential damages.

     

    12.14.      Acknowledgements.  Each
Borrower hereby acknowledges that:

     

    (a)           it
has been advised by counsel in the negotiation, execution and delivery of this
Agreement and the other Loan Documents;

     

    (b)           neither
the Administrative Agent nor any Lender has any fiduciary relationship with or
duty to the Borrowers arising out of or in connection with this Agreement or any
of the other Loan Documents, and the relationship between Administrative Agent
and Lenders, on one hand, and the Borrowers, on the other hand, in connection
herewith or therewith is solely that of debtor and creditor; and

     

    (c)         
  no joint venture is created hereby or by the other Loan Documents or
otherwise exists by virtue of the transactions contemplated hereby among the
Lenders or among the Borrowers and the Lenders.

     

    12.15.      WAIVERS OF JURY
TRIAL.  THE BORROWERS, THE ADMINISTRATIVE AGENT AND THE LENDERS
HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION
OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY
COUNTERCLAIM THEREIN.


    
      
         


      

      
        99

        
          

        

      

      
         


      

    


    12.16.       Confidentiality.  (a)  Each
of the Administrative Agent, each other Agent, each Issuing Bank and each Lender
agrees to keep confidential all information provided to it by the Company or any
of its Subsidiaries pursuant to or in connection with this Agreement, other than
any information that is available to such Person on a non-confidential basis
prior to disclosure by the Company or any of its Subsidiaries (collectively, the
“Information”);
provided that
nothing herein shall prevent any Lender from disclosing any such Information (i)
to the Administrative Agent or any other Lender, (ii) to any Transferee or
prospective Transferee which agrees to be bound by the provisions of this
subsection 12.16 or substantially equivalent provision, (iii) to its employees,
directors, agents, attorneys, accountants and other professional advisors (it
being understood that all such Persons to whom disclosure is made shall be
informed of the confidential nature of such Information and shall be instructed
to and agree to keep such information strictly confidential), (iv) upon the
request or demand of any Governmental Authority having jurisdiction over it, (v)
in response to any order of any court or other Governmental Authority or as may
otherwise be required pursuant to any Requirement of Law, (vi) which has been
publicly disclosed by the Company, or (vii) in connection with the exercise of
any remedy hereunder.

     

    (b)           Notwithstanding
anything herein to the contrary, “Information” shall
not include, and the Company, the Administrative Agent, each Lender and the
respective Affiliates of each of the foregoing (and the respective partners,
directors, officers, employees, agents, advisors and other representatives of
each of the foregoing and their Affiliates), and any other party, may disclose
to any and all Persons, without limitation of any kind, (a) any information with
respect to the U.S. federal and state income tax treatment of the transactions
contemplated hereby and any facts that may be required to understand such tax
treatment, which facts shall not include for this purpose the names of the
parties or any other Person named herein, or information that would permit
identification of the parties or such other Persons, or any pricing terms or
other nonpublic business or financial information that is unrelated to such tax
treatment or facts, and (b) all materials of any kind (including opinions or
other tax analyses) that are provided to any of the Persons referred to above
relating to such tax treatment or facts

     

    12.17.      Release of Liens and
Guarantees.  A Subsidiary Loan Party (other than the Additional
Borrower) shall automatically be released from its obligations under the Loan
Documents, and all security interests created by the Collateral Documents in
Collateral owned by such Subsidiary Loan Party (other than the Additional
Borrower) shall be automatically released (i) in accordance with the terms of
the Collateral Agreement and (ii) upon the consummation of any transaction
permitted by this Agreement as a result of which such Subsidiary Loan Party
ceases to be a Subsidiary; provided that, if so
required by this Agreement, the Majority Extended Tranche Lenders shall have
consented to such transaction and the terms of such consent shall not have
provided otherwise.  Upon any sale or other transfer by any Loan Party
(other than to a Borrower or any other Subsidiary) of any Collateral in a
transaction permitted under this Agreement, or upon the effectiveness of any
written consent to the release of the security interest created under any
Collateral Document in any Collateral pursuant to Section 12.1A, the security
interests in such Collateral created by the Collateral Documents shall be
automatically released.  In connection with any termination or release
pursuant to this Section, the Administrative Agent shall execute and deliver to
any Loan Party, at such Loan Party’s expense, all documents and take all such
actions that such Loan Party shall reasonably request to evidence such
termination or release.  Any execution and delivery of documents
pursuant to this Section shall be without recourse to or warranty by the
Administrative Agent.


    
      
         


      

      
        100

        
          

        

      

      
         


      

    


    12.18.      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 that are treated as interest on such Loan under
applicable law (collectively the “Charges”), shall
exceed the maximum lawful rate (the “Maximum Rate”) that
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 subsection 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.

     

    12.19.      Patriot
Act.  Each Lender that is subject to the requirements of the
USA Patriot Act (Title III of Pub. L. 107-56) hereby notifies each Borrower that
pursuant to the requirements of the USA Patriot Act, it is required to obtain,
verify and record information that identifies such Borrower, which information
includes the name and address of such Borrower and other information that is
required to enable such Lender to identify such Borrower in accordance with the
USA Patriot Act.  Each Borrower will provide such information to such
Lender at its written request.


    
      
         


      

      
        101

        
          

        

      

      
         


      

    


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

    


    


    
      
        
          
            	 	
                    HARMAN
      INTERNATIONAL INDUSTRIES,

                  
	 	
                    INCORPORATED

                  
	 	 
      	 
      
	 	 
      	 
      
	 	
                    By:

                  	
                    /s/
      Todd A. Suko

                  
	 	 
      	
                    Name:
      Todd A. Suko

                  
	 	 
      	
                    Title:   VP
      General Counsel &
Secretary

                  


          

        

      

    

    


    


    
      
        
          
            	 	
                    HARMAN
      HOLDING GMBH & CO. KG

                  
	 	 
      	 
      
	 	 
      	 
      
	 	
                    By:

                  	
                    /s/
      Edwin Summers

                  
	 	 
      	
                    Name:
      Edwin Summers

                  
	 	 
      	
                    Title:   Managing
      Director

                  


          

        

      

    

    


    


    
      
        
          
            	 	
                    JPMORGAN
      CHASE BANK, N.A., as

                  
	 	
                    Administrative
      Agent and Lender

                  
	 	 
      	 
      
	 	 
      	 
      
	 	
                    By:

                  	
                    /s/
      Jules Panno

                  
	 	 
      	
                    Name:
      Jules Panno

                  
	 	 
      	
                    Title:   Vice
      President

                  


          

        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    


    
      
        	 
      	
                MULTI-CURRENCY,
      MULTI-OPTION CREDIT

              
	 
      	
                AGREEMENT
      dated as of March 31, 2009

              
	 
      	 
      
	 
      	 
      
	 
      	
                Bank of Tokyo-Mitsubishi UFJ Trust
      Company

              
	 
      	
                LENDER

              


      

    

    


     

    
      
        	 
      	
                By:

              	
                /s/
      M. Iarriccio

              
	 
      	 
      	
                Name:
      M. Iarriccio

              
	 
      	 
      	
                Title:   Vice
      President

              


      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      
        	 
      	
                MULTI-CURRENCY,
      MULTI-OPTION CREDIT

              
	 
      	
                AGREEMENT
      dated as of March 31, 2009

              
	 
      	 
      
	 
      	 
      
	 
      	
                Bayerische
      Hypo

              
	 
      	
                und Vereinsbank AG New York
      Branch

              
	 
      	
                LENDER

              


      

    

    


    


    
      
        	 
      	
                By:

              	
                /s/
      Ken Hamilton

              
	 
      	 
      	
                Name:
      Ken Hamilton

              
	 
      	 
      	
                Title:   Director

              


      

    

    


    


    
      
        	 
      	
                Bayerische
      Hypo

              
	 
      	
                und Vereinsbank AG New York
      Branch

              
	 
      	
                LENDER

              


      

    

    


    


    
      
        	 
      	
                By:

              	
                /s/
      Richard Cordover

              
	 
      	 
      	
                Name:
      Richard Cordover

              
	 
      	 
      	
                Title:   Director

              


      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        	 
      	
                MULTI-CURRENCY,
      MULTI-OPTION CREDIT

              
	 
      	
                AGREEMENT
      dated as of March 31, 2009

              
	 
      	 
      
	 
      	 
      
	 
      	
                Danske Bank

              
	 
      	
                LENDER

              


      

    

    


    


    
      
        	 
      	
                By:

              	
                /s/
      Dorte Sørensen

              
	 
      	 
      	
                Name:
      Dorte Sørensen

              
	 
      	 
      	
                Title:   Director

              


      

    

    


    


    
      
        
          	 
      	
                  Danske Bank

                
	 
      	
                  LENDER

                


        

      

    

    


    


    
      
        	 
      	
                By:

              	
                /s/
      Christel Heckmann

              
	 
      	 
      	
                Name:
      Christel Heckmann

              
	 
      	 
      	
                Title:   Director

              


      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        
          	 	
                  MULTI-CURRENCY,
      MULTI-OPTION CREDIT

                
	 	
                  AGREEMENT
      dated as of March 31, 2009

                
	 	 
      
	 	 
      
	 	
                  Citibank, N.A.

                
	 	
                  LENDER

                


        

      

    

    


    


    
      
        	 	
                By:

              	
                /s/
      Paul L. Burroughs Jr.

              
	 	 
      	
                Name:
      Paul L. Burroughs Jr.

              
	 	 
      	
                Title:   Director

              


      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        	 
      	
                MULTI-CURRENCY,
      MULTI-OPTION CREDIT

              
	 
      	
                AGREEMENT
      dated as of March 31, 2009

              
	 
      	 
      
	 
      	 
      
	 
      	
                HSBC Bank USA, National
      Association

              
	 
      	
                LENDER

              


      

    

    


    


    
      
        
          	 	
                  By:

                	
                  /s/
      Christopher J. Heusler

                
	 	 
      	
                  Name:

                	
                  Christopher
      J. Heusler

                
	 	 
      	
                  Title:

                	
                  Managing
      Director

                
	 	 
      	 
      	
                  Regional
      Head of Multinations,
N.A.

                


        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        
          
            	 
      	
                    MULTI-CURRENCY,
      MULTI-OPTION CREDIT

                  
	 
      	
                    AGREEMENT
      dated as of March 31, 2009

                  
	 
      	 
      
	 
      	 
      
	 
      	
                    The Bank of Nova Scotia

                  
	 
      	
                    LENDER

                  


          

        

      

    

    


    


    
      
        	 
      	
                By:

              	
                /s/
      Todd S. Meller

              
	 
      	 
      	
                Name:
      Todd S. Meller

              
	 
      	 
      	
                Title:   Managing
      Director

              


      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        	 
      	
                MULTI-CURRENCY,
      MULTI-OPTION CREDIT

              
	 
      	
                AGREEMENT
      dated as of March 31, 2009

              
	 
      	 
      
	 
      	 
      
	 
      	
                The Governor & Company of the Bank of
      Ireland

              
	 
      	
                LENDER

              


      

    

    


    


    
      
        	 
      	
                By:

              	
                /s/
      Elaine Crowley

              
	 
      	 
      	
                Name:
      Elaine Crowley

              
	 
      	 
      	
                Title:   Authorised
      Signatory

              


      

    

    


    


    
      
        	 
      	
                By:

              	
                /s/
      Mary Gaffney

              
	 
      	 
      	
                Name:
      Mary Gaffney

              
	 
      	 
      	
                Title:   Authorised
      Signatory