ex10_5.htm


    

    Exhibit
10.5

    


    Execution
Copy

     

    
      
        	 


      

       

    

     

    COLLATERAL
AGENCY AND INTERCREDITOR AGREEMENT

    


    AMONG

    


    THE
LENDERS,

    


    THE
NOTEHOLDERS

    


    AND

    


    JPMORGAN
CHASE BANK, N.A., as Collateral Agent

    


    Re:

    


    Credit
Agreement

    Dated as
of July 18, 2008,

    


    


    Note
Purchase Agreement

    Dated as
of September 29, 2005

    


    and

    


    Note
Purchase Agreement

    Dated as
of December 7, 2006

    


    of

    


    Modine
Manufacturing Company

    


    


    Dated as
of February 17, 2009


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE OF
CONTENTS

    


    
      	
              SECTION

            	 
      	
              HEADING

            	
              PAGE

            
	 
      	 
      	 
      	 
      
	
              SECTION
      1.

            	 
      	
              DEFINITIONS/INTERPRETATION

            	2
	
              1.1

            	 
      	
              Defined
      Terms

            	2
	
              1.2

            	 
      	
              Interpretation

            	9
	 
      	 
      	 
      	 
	
              SECTION
      2.

            	 
      	
              APPOINTMENT
      OF COLLATERAL AGENT

            	9
	
              2.1

            	 
      	
              Appointment;
      Nature Of Relationship

            	9
	
              2.2

            	 
      	
              Powers

            	10
	
              2.3

            	 
      	
              General
      Immunity

            	10
	
              2.4

            	 
      	
              No
      Responsibility, Etc.

            	10
	
              2.5

            	 
      	
              Actions

            	10
	
              2.6

            	 
      	
              Employment
      of Agents And Counsel

            	10
	
              2.7

            	 
      	
              Reliance
      on Documents; Counsel

            	11
	
              2.8

            	 
      	
              Collateral
      Agent's Reimbursement and Indemnification

            	11
	
              2.9

            	 
      	
              Notice
      of Default

            	11
	
              2.10

            	 
      	
              Rights
      as a Secured Party

            	11
	
              2.11

            	 
      	
              Secured
      Party Decisions

            	12
	
              2.12

            	 
      	
              Resignation
      or Removal of Collateral Agent

            	12
	
              2.13

            	 
      	
              Execution
      of Collateral Documents

            	12
	
              2.14

            	 
      	
              Collateral
      Releases

            	13
	
              2.15

            	 
      	
              Actions
      of the Collateral Agent

            	13
	 
      	 
      	 
      	 
	
              SECTION
      3.

            	 
      	
              DECISIONS
      RELATING TO ADMINISTRATION AND EXERCISE OF REMEDIES

            	13
	
              3.1

            	 
      	
              Exercise
      of Rights

            	13
	
              3.2

            	 
      	
              Release
      of Collateral

            	16
	
              3.3

            	 
      	
              Perfection
      of Security Interests

            	16
	
              3.4

            	 
      	
              Excluded
      Collateral

            	17
	
              3.5

            	 
      	
              Appointment
      for Perfection

            	17
	 
      	 
      	 
      	 
	
              SECTION
      4.

            	 
      	
              APPLICATION
      OF PROCEEDS

            	17
	
              4.1

            	 
      	
              Application
      of Proceeds

            	17
	 
      	 
      	 
      	 
	
              SECTION
      5.

            	 
      	
              AGREEMENTS
      AMONG THE SECURED PARTIES

            	21
	
              5.1

            	 
      	
              Independent
      Actions by Secured Parties

            	21
	
              5.2

            	 
      	
              Relation
      of Secured Parties

            	21
	
              5.3

            	 
      	
              Contesting
      Liens or Security Interests; No Partitioning or Marshalling of Collateral;
      Contesting Secured Obligations

            	21
	
              5.4

            	 
      	
              Acknowledgement
      of Guaranties

            	22
	 
      	 
      	 
      	 
	
              SECTION
      6.

            	 
      	
              ADDITIONAL
      PARTIES

            	22


    


    
      
         


      

      
        i

        
          

        

      

      
         


      

    

     

    
      	
              SECTION
      7.

            	 
      	
              MISCELLANEOUS

            	22
	
              7.1

            	 
      	
              Entire
      Agreement

            	22
	
              7.2

            	 
      	
              Notices

            	22
	
              7.3

            	 
      	
              Successors
      and Assigns

            	22
	
              7.4

            	 
      	
              Consents,
      Amendments, Waivers

            	23
	
              7.5

            	 
      	
              Governing
      Law

            	23
	
              7.6

            	 
      	
              Counterparts

            	23
	
              7.7

            	 
      	
              Severability

            	23
	
              7.8

            	 
      	
              Continuing
      Agreement; Reinstatement

            	23
	
              7.9

            	 
      	
              Conflict
      with Other Agreements

            	23
	
              7.10

            	 
      	
              Resolution
      of Drafting Ambiguities

            	23


    

    


    


    
      EXHIBITS:

    

    


    
      Exhibit
A   List of Mortgaged Property

    

    
      Exhibit
B   Successor 2008 Lender Acknowledgment

    

    Exhibit
C   Successor Noteholder Acknowledgment

    Exhibit
D   Pledge and Security Agreement


    
      
         


      

      
        ii

        
          

        

      

      
         


      

    


    
      COLLATERAL
AGENCY AND INTERCREDITOR AGREEMENT

    

    


    THIS
COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT (this "Agreement") dated as
of February 17, 2009 is entered into among the Secured Parties (as defined
below) of Modine Manufacturing Company, a Wisconsin corporation (the "Company"
or "Borrower"), and of certain Domestic Subsidiaries (as defined below) of the
Company, and JPMorgan Chase Bank, N.A., as Collateral Agent.

    


    RECITALS

    


    A.            Under
the Amended and Restated Credit Agreement dated as of July 18, 2008 (as such
agreement may be amended, supplemented, restated or otherwise modified from time
to time, the "2008
Credit Agreement"), among the Company, any Foreign Subsidiary Borrowers
party thereto from time to time, each of the lenders party thereto from time to
time (collectively, with the Agent and any such lender in any capacity under the
2008 Credit Agreement, the "2008 Lenders") and
JPMorgan Chase Bank, N.A., a national banking association, as agent, the 2008
Lenders made available to the Company and certain of its Subsidiaries credit
facilities (all amounts outstanding at any time in respect of the 2008 Credit
Agreement, whether constituting present or future loans, letters of credit or
other advances, being hereinafter collectively referred to as the "Advances").  The
current aggregate commitment under the 2008 Credit Agreement is
$175,000,000.  The current aggregate principal balance under the 2008
Credit Agreement is $94,000,000.

    


    B.       
     Under the Note Purchase Agreement dated as of
September 29, 2005 (as such agreement may be amended, restated, supplemented or
otherwise modified from time to time, the "2005 Note
Purchase Agreement"), among
the Company and the purchasers named therein or that are otherwise holders of
the 2005 Notes (collectively, the "2005 Noteholders"),
the Company issued and sold to the 2005 Noteholders its 4.91% Senior Notes due
September 29, 2015 in the aggregate principal amount of $75,000,000 (such
outstanding series of Notes, as amended, restated or otherwise modified or
replaced from time to time, together with any additional notes issued pursuant
to the 2005 Note Purchase Agreement at any time, collectively, the "2005
Notes").  The current aggregate principal balance of the 2005
Notes is $75,000,000.

    


    C.          
  Under the Note Purchase Agreement dated as of December 7, 2006 (as
such agreement may be amended, restated, supplemented or otherwise modified from
time to time, the "2006 Note
Purchase Agreement"), among
the Company and the purchasers named therein or that are otherwise holders of
the 2006 Notes (collectively, the "2006 Noteholders"),
the Company issued and sold to the 2005 Noteholders its 5.68% Senior Notes,
Series A, due December 7, 2017 in the aggregate principal amount of $50,000,000
and its 5.68% Senior Notes, Series B, due December 7, 2018 in the aggregate
principal amount of $25,000,000 (such outstanding series of Notes, as amended,
restated or otherwise modified or replaced from time to time, together with any
additional notes issued pursuant to the 2005 Note Purchase Agreement at any
time, collectively, the "2006
Notes").  The current aggregate principal balance of the 2006
Notes is $75,000,000.

    


    D.            
Under the 2008 Credit Agreement, the Company, as security for the payment of the
Advances and all other obligations of the Company under the 2008 Credit
Agreement and certain hedging obligations and banking service obligations,
covenants (i) to cause certain Domestic Subsidiaries (as defined below) of the
Company to deliver to the 2008 Lenders a guaranty (collectively, the "2008 Lender
Guaranties"); (ii) to grant a security interest in (a) substantially all
present and future accounts, chattel paper, commercial tort claims, deposit
accounts, documents, farm products, fixtures, chattel paper, equipment, general
intangibles, goods, instruments, inventory, investment property,
letter-of-credit rights (as those terms are defined in the Illinois Uniform
Commercial Code) and all other personal property of the Company and each
Guarantor, provided that Liens granted on the Capital Stock of foreign
Subsidiaries shall be limited to material foreign Subsidiaries (as described in
the 2008 Credit Agreement) and shall not exceed 65% of the voting Capital Stock
of such material foreign Subsidiaries and (b) the Specified Real Property, as
defined below (the "Collateral", and each
security agreement, pledge agreement, pledge and security agreement, mortgage,
deed of trust and similar agreement and any other agreement from the Company or
any Guarantor granting a Lien on any of its personal property or the Specified
Real Property to secure the Secured Obligations, as any of the foregoing may be
amended or modified from time to time, the "Collateral
Documents"); and (iii) the 2008 Lenders, the 2005 Noteholders and the
2006 Noteholders enter into this Agreement.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    E.      
      The 2005 Noteholders, in order to provide
for security for the payment of the principal of, premium, if any, and interest
on the 2005 Notes and the payment and performance of all other obligations of
the Company under the 2005 Note Purchase Agreement, have required that (i) the
Company cause certain Domestic Subsidiaries of the Company to deliver to the
2005 Noteholders a guaranty (collectively, the "2005 Noteholder
Guaranties"); (ii) the Collateral Documents secure each of the Secured
Parties on an equal and ratable priority basis; and (iii) the 2008 Lenders, the
2005 Noteholders and the 2006 Noteholders enter into this
Agreement.

    


    F.      
      The 2006 Noteholders, in order to provide
for security for the payment of the principal of, premium, if any, and interest
on the 2006 Notes and the payment and performance of all other obligations of
the Company under the 2006 Note Purchase Agreement, have required that (i) the
Company cause certain Domestic Subsidiaries of the Company to deliver to the
2006 Noteholders a guaranty (collectively, the "2006 Noteholder
Guaranties"); (ii) the Collateral Documents secure each of the Secured
Parties on an equal and ratable priority basis; and (iii) the 2008 Lenders, the
2005 Noteholders and the 2006 Noteholders enter into this
Agreement.

    


    G.       
     The 2008 Lenders, the 2005 Noteholders, the 2006
Noteholders and the Collateral Agent desire to enter into this Agreement in
order to provide for, among other agreements, the sharing of payments received
in respect of the Collateral and the Guaranties (as defined below), all as more
fully set forth below.

    


    In
consideration of the premises and other good and valuable consideration, the
sufficiency and receipt of which are hereby acknowledged, the parties hereto
hereby agree a follows:

    


    
      	
              SECTION
      1.

            	
              DEFINITIONS/INTERPRETATION.

            


    

    


    1.1     
      Defined
Terms.  The following terms shall have the meanings assigned to
them below in this §1.1 or in the provisions of this Agreement referred to
below:

    


    "Advances" is defined in the
Recitals hereof.

    


    "Affiliate" of any
Person means any other Person directly or indirectly controlling, controlled by
or under common control with such Person.  A Person shall be deemed to
control another Person if the controlling Person owns 5% or more of any class of
Voting Stock of the controlled Person or possesses, directly or indirectly, the
power to direct or cause the direction of the management or policies of the
controlled Person, whether through ownership of Capital Stock, by contract or
otherwise.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    "Agent" means JPMorgan Chase
Bank, N.A., in its capacity as administrative agent for the 2008 Lenders (and
defined in 2008 Credit Agreement in such capacity as the "Agent") under the 2008
Credit Agreement, or any successor administrative agent under the 2008 Credit
Agreement.

    


    “Banking Services
Obligations” means any and all obligations of any of the Company or any
of its Subsidiaries, whether absolute or contingent and howsoever and whensoever
created, arising, evidenced or acquired (including all renewals, extensions and
modifications thereof and substitutions therefor) in connection with treasury
management services (including, without limitation, controlled disbursement,
automated clearinghouse transactions, return items, overdrafts, interstate
depository network services and international treasury management services),
commercial credit cards and stored value cards, in each case, provided to
Company or any of its Subsidiaries by any 2008 Lender or any of its
Affiliates.

    


    "Bankruptcy
Proceeding" means with respect to any Person a general assignment by such
Person for the benefit of its creditors or the institution by or against such
Person or any proceeding seeking relief as debtor, or seeking to adjudicate such
Person as bankrupt or insolvent, or seeking reorganization, arrangement,
adjustment or composition of such Person or its debts, under any law relating to
bankruptcy, insolvency, reorganization or relief of debtors or seeking an
appointment of a receiver, trustee, custodian or any similar official for such
Person or for any substantial part of its property.

    


    "Business Day" means
any day that is not a Saturday, Sunday or other day on which commercial banks in
Chicago or New York City are authorized or required by law to remain
closed.

    


    "Capital Stock" means
(i) in the case of any corporation, all capital stock and any securities
exchangeable for or convertible into capital stock and any warrants, rights or
other options to purchase or otherwise acquire capital stock or such securities
or any other form of equity securities, (ii) in the case of an association or
business entity, any and all shares, interests, participations, rights or other
equivalents (however designated) of corporate stock, (iii) in the case of a
partnership or limited liability company, partnership or membership interests
(whether general or limited) and (iv) any other interest or participation that
confers on a Person the right to receive a share of the profits and losses of,
or distributions of assets of, the issuing Person.

    


    "Collateral" is
defined in the Recitals hereof.

    


    "Collateral
Agent" is
defined in §2.1.

    


    "Collateral Documents"
is defined in the Recitals hereof.

    


    "Company" and "Borrower" is defined
in the first paragraph hereof.

    


    "Directing Required
Enforcement Secured Parties" is defined in Section 3.1(b).

    


    "Directing Secured
Parties" means, with respect to any particular instruction given to the
Collateral Agent, each Secured Party that has given such instructions to the
Collateral Agent.

    


    “Dollar Amount” of any
currency at any date shall mean (i) the amount of such currency if such currency
is Dollars or (ii) the equivalent in Dollars of such amount if such currency is
any currency other than Dollars, determined by the Collateral Agent in
accordance with its customary practices.

    


    “Dollars” and “$” shall mean the
lawful currency of the United States of America.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    “Domestic Subsidiary”
means each Subsidiary of the Company which is organized under the laws of the
United States of America or any state, territory or possession
thereof.

    


    "Enforcement" means the commencement
of enforcement, collection (judicial or non-judicial foreclosure) or similar
proceeding or the exercising of any rights or remedies, or the taking of any
other action, under the Collateral Documents (whether or not in a Bankruptcy
Proceeding), including, but not limited to, the sale, use, lease or other
disposition of the Collateral or appearing in any court on behalf of the
interests of any Secured Party in respect of the Collateral.

    


    “Enforcement
Direction”  means a written instruction by Required Enforcement
Secured Parties to the Collateral Agent directing the Collateral Agent to take
action to enforce its Liens against the Collateral, and setting forth with
reasonable specificity the types of enforcement action to be taken.

    


    “Enforcement
Disagreement” is defined in §3.1(b).

    


    "Event of
Default" means an "Event of
Default" as defined in the 2005 Note Purchase Agreement, an "Event of Default"
as defined in the 2006 Note Purchase Agreement, a "Default" as defined in the
2008 Credit Agreement, or any event with equivalent effects under any other
Financing Document.

    


    "Financing
Documents" means the 2008 Credit
Agreement, the Notes, the Note Purchase Agreements, the Collateral Documents and
any other instruments, documents or agreements entered into in connection with
any Secured Obligation.

    


    “Foreign Subsidiary”
means each Subsidiary which is not a Domestic Subsidiary.

    


    "Foreign Subsidiary
Payments" means all payments of any kind from any Foreign Subsidiary,
including without limitation all payments from a Foreign Subsidiary directly or
under any guaranty or otherwise and all proceeds of assets owned by any Foreign
Subsidiary, with respect to any obligations owing by Foreign Subsidiaries under
the 2008 Credit Agreement.

    


    "Grantors" means the Company, each
Guarantor and each other Person who grants a Lien on any Collateral to the
Collateral Agent under the Collateral Documents or any other security document
securing the Secured Obligations.

    


    "Guaranties" means the 2008 Lender Guaranties,
the 2005 Noteholder Guaranties, and the 2006 Noteholder Guaranties.

    


    "Guarantor" means a Domestic
Subsidiary of the Company that delivers a Guaranty.

    


    "2008 Lenders" means (a) the 2008
Lenders, and (b) any Affiliates of any 2008 Lender party to a Rate Management
Transaction or owed any Banking Services Obligations.

    


    "Lien" means any lien,
mortgage, pledge, security interest, charge or encumbrance of any kind
(including any conditional sale or other title retention agreement, any lease in
the nature thereof, and any agreement to give any security
interest).

    


    "Make-Whole Amount" is
defined in the applicable Note Purchase Agreement.

    


    "Modine Holding Consolidated
Group" means Modine Holding GmbH and its Subsidiaries existing as of the
date hereof.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    "Net Cash Proceeds"
means, without duplication, in connection with any issuance of Capital Stock,
sale or other disposition of any asset or any settlement by, or receipt of
payment in respect of, any property insurance claim or condemnation award, the
cash proceeds (including any cash payments received by way of deferred payment
of principal pursuant to a note or installment receivable or purchase price
adjustment receivable or otherwise, but only as and when received) of such sale,
settlement or payment, net of (i) direct costs relating solely to such sale,
other disposition or settlement, including sales commissions and reasonable and
documented attorneys' fees, accountants' fees, investment banking fees, and
other customary fees and expenses actually incurred in connection therewith,
(ii) amounts required to be applied to the repayment of indebtedness secured by
a Lien expressly permitted hereunder on any asset which is the subject of such
sale, insurance claim or condemnation award (other than any Lien in favor of the
Collateral Agent for the benefit of the Secured Parties) and (iii) taxes paid or
reasonably estimated to be payable as a result thereof.

    


    "Net Mark-to-Market
Exposure" of a Person means, as of any date of determination, the excess
(if any) of all unrealized losses over all unrealized profits of such Person
arising from Rate Management Transactions.  "Unrealized losses" means
the fair market value of the cost to such Person of replacing such Rate
Management Transaction as of the date of determination (assuming the Rate
Management Transaction were to be terminated as of that date), and "unrealized
profits" means the fair market value of the gain to such Person of replacing
such Rate Management Transaction as of the date of determination (assuming such
Rate Management Transaction were to be terminated as of that date).

    


    "Non-available
Proceeds" is defined in 4.1(g).

    


    "Non-Directing Secured
Parties" means, with respect to
any particular instruction given to the Collateral Agent, each Secured Party
that has not given or agreed with such instruction given to the Collateral
Agent.

    


    "Note Purchase
Agreements" means collectively the
2005 Note Purchase Agreement and the 2006 Note Purchase Agreement.

    


    "Noteholders" means the 2005
Noteholders and the 2006 Noteholders.

    


    "Notes" means collectively the
2005 Notes and the 2006 Notes.

    


    "Notice of Special
Default" is
defined in §3.1(b).

    


    "Parties" means the 2008 Lenders,
the Noteholders and the Collateral Agent.

    


    "Person" means an
individual, a corporation, a limited liability company, an association, a
partnership, a trust or estate, a joint stock company, an unincorporated
organization, a joint venture, a trade or business (whether or not
incorporated), a government (foreign or domestic) and any agency or political
subdivision thereof, or any other entity.

    


    "Proceeds" means all proceeds of
the Collateral, including without limitation (a) all proceeds of any collection,
sale or other disposition of the Collateral, (b) all payments and other
distributions and proceeds with respect to the Collateral in any Bankruptcy
Proceeding, (c) all proceeds from any sale or other disposition of any Secured
Obligations or any interest therein to any Grantor or any Affiliate thereof, (d)
all amounts, if any, from the exercise by any Secured Party of any right of
setoff, banker's lien or similar right with respect to any Collateral, and (e)
all other amounts from time to time paid or payable under or in connection with
any of the Collateral.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    "Rate Management Obligation
Cash Collateral" means up to $10,000,000 of cash collateral held by any
2008 Lender or its Affiliates to secure all Rate Management Obligations owing
pursuant to Rate Management Transactions in existence on the date hereof (as
amended or modified from time to time, provided that such amendments or
modifications do not increase or extend the monetary obligations due thereunder)
among the Company or any of its Subsidiaries and any 2008 Lender or its
Affiliates.

    


    "Rate Management
Obligations" means any and all obligations of the Company or any
Guarantor, whether absolute or contingent and howsoever and whensoever created,
arising, evidenced or acquired (including all renewals, extensions and
modifications thereof and substitutions therefor), under (i) any and all Rate
Management Transactions, and (ii) any and all cancellations, buy backs,
reversals, terminations or assignments of any Rate Management
Transactions.

    


    "Rate Management
Transaction" means any transaction (including an agreement with respect
thereto) now existing or hereafter entered by the Company or any Guarantor which
is a rate swap, basis swap, forward rate transaction, commodity swap, commodity
option, equity or equity index swap, equity or equity index option, bond option,
interest rate option, foreign exchange transaction, cap transaction, floor
transaction, collar transaction, forward transaction, currency swap transaction,
cross-currency rate swap transaction, currency option or any other similar
transaction (including any option with respect to any of these transactions) or
any combination thereof, whether linked to one or more interest rates, foreign
currencies, commodity prices, equity prices or other financial measures, in each
case entered into to hedge a bona fide risk and not for purposes of
speculation.

    


    “Recalculation” is
defined in §4.1(i).

    


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

    


    "Required Enforcement Secured
Parties" means: (a) the Required 2008 Lenders or (b) the Required
Noteholders.

    


    "Required Noteholders"
means the Noteholders, considered as a single class, holding more than 50% of
the aggregate outstanding principal amount of the Notes.

    


    "Required Secured
Parties" means (a) the Required 2008 Lenders, and (b) the Required
Noteholders.

    


    "Required 2005
Noteholders" shall have the meaning assigned to the term "Required
Holders" in the 2005 Note Purchase Agreement.

    


    "Required 2006
Noteholders" shall have the meaning assigned to the term "Required
Holders" in the 2006 Note Purchase Agreement.

    


    "Required 2008
Lenders" shall
have the meaning assigned to the term "Required Lenders" in the 2008 Credit
Agreement, after giving effect to the provisions in Section 2.28 of the 2008
Credit Agreement or otherwise with respect to a Defaulting Lender under the 2008
Credit Agreement.

    


    "Secured
Obligations" means at any time,
without duplication, all of the following obligations outstanding at such time:
principal of, premium (including, without limitation, any Make-Whole Amount
payable to any Noteholder), if any, and interest (including without limitation
default interest and interest which otherwise may cease to accrue by operation
of any insolvency law, rule, regulation or interpretation thereof) and all other
obligations and liabilities on or under all Notes, all Advances, all
reimbursement obligations under all letters of credit issued pursuant to the
2008 Credit Agreement (including, without limitation, any obligation to provide
cash collateral for any outstanding letters of credit), all Rate Management
Obligations to which the Company or any of its Subsidiaries and any 2008 Lender
or its Affiliates are parties, all Banking Service Obligations and all other
obligations of the Company or any of its Subsidiaries under or in respect of any
Financing Document, including, without limitation, indemnification payments and
all reasonable costs and expenses incurred by the Secured Parties in connection
with enforcing or administering any obligations of the Company or Guarantors
thereunder, including without limitation the reasonable fees and disbursements
of counsel.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    "Secured Obligation
Distributions" means all Proceeds, whether received pursuant to an
Enforcement or otherwise by the Collateral Agent or any other Secured Party, and
all payments or other distributions on any of the Secured Obligations, whether
by voluntary or mandatory payment, by the exercise of the right of setoff,
counterclaim, cross-action, enforcement of any claim in respect of the Secured
Obligations owing to any Secured Party by proceedings against any Grantor at law
or in equity or by proof thereof in bankruptcy, reorganization, liquidation,
receivership or similar proceedings, under any guaranty or otherwise; provided,
however, that the following shall be excluded from Secured Obligation
Distributions: (i) Foreign Subsidiary Payments and (ii) all payments on any Rate
Management Transactions from the Rate Management Obligation Cash
Collateral.

    


    "Secured Parties" means the Collateral
Agent, the 2008 Lenders and the Noteholders.

    


    "Special Event of
Default" means (i) the commencement of a Bankruptcy Proceeding with
respect to the Company or any Guarantor, (ii) the acceleration or final maturity
(if the relevant Secured Obligations are not paid in full upon such maturity) of
any of the Secured Obligations, (iii) the failure to pay principal amount due on
the Secured Obligations in an aggregate amount equal to or in excess of
$20,000,000, (iv) the occurrence of any other Event of Default if the Required
Enforcement Secured Parties have given written notice thereof to the Collateral
Agent and requested a specific Enforcement to be taken that is permitted by the
Collateral Documents (provided that the Collateral Agent shall not be obligated
to take such specific Enforcement unless directed to do so by the Required
Enforcement Secured Parties) or (v) the occurrence of the date of July 18,
2011.

    


    "Specified
Amount" means as to any Secured
Party the aggregate amount of the Secured Obligations owed to such Secured
Party.

    


    "Specified Real
Property" means the real property
of the Grantors listed on Exhibit A hereto and any other real property in which
a Lien may hereafter be granted to the Collateral Agent to secure the Secured
Obligations.

    


    "Subsidiary" of a
Person means any other Person more than 50% of the outstanding Voting Stock of
which shall at the time be owned or controlled, directly or indirectly, by such
Person or by one or more of its Subsidiaries or by such Person and one or more
of its Subsidiaries.  Unless otherwise expressly provided, all
references herein to a "Subsidiary" means a Subsidiary of the
Company.

    


    "Threshold Secured Debt
Ratio" means a ratio equal to the ratio of (a) $94,000,000 to (b)
$150,000,000.

    


    "2005 Note Purchase
Agreement" is defined in the
Recitals hereof.

    


    "2005 Noteholders" is
defined in the Recitals hereof.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    "2005 Noteholder
Guaranties" is
defined in the Recitals hereof.

    


    "2005 Notes" is
defined in the Recitals hereof.

    


    "2006 Note Purchase
Agreement" is defined in the
Recitals hereof.

    


    "2006 Noteholders" is
defined in the Recitals hereof.

    


    "2006 Noteholder
Guaranties" is
defined in the Recitals hereof.

    


    "2006 Notes" is
defined in the Recitals hereof.

    


    "2008 Credit
Agreement" is defined in the
Recitals hereof.

    


    "2008 Credit Agreement
Commitment" means the aggregate amount of the commitments to make
Advances under the 2008 Credit Agreement, as such amount is permanently reduced
from time to time, provided that after the termination or expiration of all such
commitments, then the outstanding amount of the 2008 Credit Agreement Commitment
shall be deemed equal to the outstanding principal balance of all
Advances.  As of the date hereof, the 2008 Credit Agreement Commitment
equals $175,000,000.  Without duplication of any permanent reduction
to the amount of the commitments to make Advances under the 2008 Credit
Agreements as provided under the terms thereof, for all purposes of this
Agreement the amount of the commitments to make Advances under the 2008 Credit
Agreements shall be deemed to be reduced by the 2008 Credit Agreement Reduction
Amount.  Notwithstanding anything herein to the contrary, any
reduction in the 2008 Credit Agreement Commitment shall be effective for
purposes of this Agreement only to the extent that the outstanding principal
amount of all Advances under the Credit Agreement has been reduced to an amount
equal to or less than all commitments to make Advances under the 2008 Credit
Agreement; provided that it is acknowledged that the provisions of this sentence
will not apply to the reductions in the commitments to make Advances under the
2008 Credit Agreement specified in Sections 2.3(b) and 2.3(e) of the 2008 Credit
Agreement as in effect on the date hereof, as those reductions are made only in
connection with a payment being made in the amount of such
reduction.

    


    “2008 Credit Agreement
Reduction Amount” shall mean the mandatory reductions in the commitments
to make Advances under the 2008 Credit Agreement specified in Sections 2.3(b),
2.3(e) and the last paragraph of Section 2.6 of the 2008 Credit Agreement as in
effect on the date hereof; provided that such reduction required under the last
paragraph of Section 2.6 of the 2008 Credit Agreement as in effect on the date
hereof shall be effective only to the extent that the outstanding principal
amount of all Advances under the Credit Agreement has been reduced to an amount
equal to or less than all commitments to make Advances under the 2008 Credit
Agreement as reduced by such provision.

    


    "2008 Credit Agreement
Superpriority Amount" means the lesser of (i) the amount in Dollars by
which the principal amount outstanding under the 2008 Credit Agreement exceeds
$94,000,000 (but excluding any amount by which the aggregate principal amount
under the 2008 Credit Agreement exceeds the 2008 Credit Agreement Commitment),
and (ii) the 2008 Credit Agreement Superpriority Cap, plus, in all cases, all
interest and fees applicable to such amount; provided that any new Advances made
after July 18, 2011 shall not be considered part of the 2008 Credit Agreement
Superpriority Amount (but it is acknowledged that any Advances outstanding on or
before July 18, 2011, including any renewals or continuations thereof at various
LIBOR interest periods, shall not be considered new Advances made after July 18,
2011).


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    "2008 Credit Agreement
Superpriority Cap" means (i) $81,000,000 minus (ii) the Credit Agreement
Reduction Amount.

    


    "2008 Lender
Guaranties" shall have the meanings assigned thereto in the Recitals
hereof.

    


    "2008 Lenders" is
defined in the Recitals hereof.

    


    "Voting Stock" of a Person means all
classes of Capital Stock of such Person then outstanding and normally entitled
(without regard to the occurrence of any contingency) to vote in the election of
directors, managers, trustees or similar Persons thereof.

    


    1.2     
      Interpretation.  The
definitions of terms herein shall apply equally to the singular and plural forms
of the terms defined.  Whenever the context may require, any pronoun
shall include the corresponding mascu­line, feminine and neuter
forms.  The words "include", "includes" and "including" shall be
deemed to be followed by the phrase "without limitation".  The word
"will" shall be construed to have the same meaning and effect as the word
"shall".  Unless the context requires otherwise (a) any definition of
or reference to any agreement, instrument or other document herein shall be
construed as referring to such agreement, instrument or other document as from
time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein),
(b) any reference herein to any Person shall be construed to include such
Person's successors and assigns, (c) the words "herein", "hereof" and
"hereunder", and words of similar import, shall be construed to refer to this
Agreement in its entirety and not to any particular provision hereof, and (d)
all references herein to Sections, Exhibits and Schedules shall be construed to
refer to Sections of, and Exhibits and Schedules to, this
Agreement.  For purposes of this Agreement, the outstanding principal
amount: (i) of Secured Obligations relating to letters of credit shall be the
sum of the face amount of all letters of credit then outstanding but not drawn
upon plus the amount of all unreimbursed obligations due on all letters of
credit that have been drawn upon, (ii) of Rate Management Obligations shall be
the Net Mark-to-Market Exposure with respect to such Rate Management Obligations
at such time and (iii) outstanding under the 2008 Credit Agreement shall be
deemed reference to the outstanding principal amount all Advances.

    


    


    
      	
              SECTION
      2.

            	
              APPOINTMENT
      OF COLLATERAL AGENT.

            


    

    


    2.1       
    Appointment; Nature of
Relationship.  JPMorgan Chase Bank, N.A. is hereby appointed by
each of the Secured Parties as its contractual representative (in such capacity,
the "Collateral Agent") hereunder and under each Collateral Document, and each
of the Secured Parties irrevocably authorizes the Collateral Agent to act as the
contractual representative of such Secured Party with the rights and duties
expressly set forth herein and in the Collateral Documents.  The
Collateral Agent agrees to act as such contractual representative upon the
express conditions contained in this §2.  Notwithstanding the use of
the defined term "Collateral Agent," it is expressly understood and agreed that
the Collateral Agent shall not have any fiduciary responsibilities to any
Secured Party by reason of this Agreement or any Collateral Document and that
the Collateral Agent is merely acting as the contractual representative of the
Secured Parties with only those duties as are expressly set forth in this
Agreement and the Collateral Documents.  In its capacity as the
Secured Parties' contractual representative, the Collateral Agent (i) does not
hereby assume any fiduciary duties to any of the Secured Parties, (ii) is a
"representative" of the Secured Parties within the meaning of the term "secured
party" as defined in the Illinois Uniform Commercial Code and (iii) is acting as
an independent contractor, the rights and duties of which are limited to those
expressly set forth in this Agreement and the Collateral
Documents.  Each of the Secured Parties hereby agrees to assert no
claim against the Collateral Agent on any agency theory or any other theory of
liability for breach of fiduciary duty, all of which claims each Secured Party
hereby waives.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    2.2    
       Powers.  The
Collateral Agent shall have and may exercise such powers hereunder and under the
Collateral Documents as are specifically delegated to the Collateral Agent by
the terms of each thereof, together with such powers as are reasonably
incidental thereto.  The Collateral Agent shall have no implied duties
to the Secured Parties, or any obligation to the Secured Parties to take any
action thereunder except any action specifically provided by this Agreement or
the Collateral Documents to be taken by the Collateral Agent.

    


    2.3      
     General
Immunity.  Neither the Collateral Agent nor any of its
directors, officers, agents or employees shall be liable to any Grantor or any
Secured Party for any action taken or omitted to be taken by it or them
hereunder or under any Collateral Document or in connection herewith or
therewith except solely to the extent such action or inaction is determined in a
final non-appealable judgment by a court of competent jurisdiction to have
arisen from the gross negligence or willful misconduct of such
Person.  In no event shall the Collateral Agent be responsible or
liable for special, indirect, or consequential loss or damage of any kind
whatsoever (including, but not limited to, loss of profit).

    


    2.4      
     No Responsibility,
etc  Neither the Collateral Agent nor any of its directors,
officers, agents or employees shall be responsible for or have any duty to
ascertain, inquire into, or verify (a) any statement, warranty or representation
made in connection herewith or in any Collateral Document; (b) the performance
or observance of any of the covenants or agreements of any Grantor; (c) the
existence or possible existence of any Event of Default; (e) the validity,
enforceability, effectiveness, sufficiency or genuineness of this Agreement or
any Collateral Document or any other instrument or writing furnished in
connection therewith; (f) the value, sufficiency, creation, perfection or
priority of any Lien in any Collateral; or (g) the financial condition of any
Grantor.

    


    2.5      
     Actions.  The
Collateral Agent shall in all cases be fully protected in acting, or in
refraining from acting, hereunder and under any Collateral Document in
accordance with written instructions signed by the Required Secured Parties or
in accordance with the terms of this Agreement and the Collateral Documents, and
such instructions and any action taken or failure to act pursuant thereto or
otherwise in accordance with the terms of this Agreement and the Collateral
Documents shall be binding on all of the Secured Parties.  The Secured
Parties hereby acknowledge that the Collateral Agent shall be under no duty to
take any discretionary action, if any, permitted to be taken by it pursuant to
the provisions of this Agreement or any Collateral Document unless it shall be
requested in writing to do so by the Required Secured Parties.  The
Collateral Agent shall be fully justified in failing or refusing to take any
action hereunder and under any Collateral Document unless it shall first be
indemnified to its satisfaction by the Secured Parties pro rata against any and
all liability, cost and expense that it may incur by reason of taking or
continuing to take any such action.  The Collateral Agent shall be
under no duty to take any action requested by the Required Secured Parties if
such action is not permitted by this Agreement and the Collateral Documents or
is contrary to applicable law or regulation.

    


    2.6      
     Employment of Agents and
Counsel.  The Collateral Agent may perform any and all its
duties and exercise its rights and powers by or through any one or more
sub-agents appointed by the Collateral Agent and shall not be answerable to the
Secured Parties for the default or misconduct of any such agents or
attorneys-in-fact selected by it.  The Collateral Agent and any such
sub-agent may perform any and all its duties and exercise its rights and powers
through their respective Related Parties.  The indemnification, waiver
and other protective provisions to which the Collateral Agent is entitled under
Agreement shall apply to any such sub-agent and to the Related Parties of the
Collateral Agent and any such sub-agent.  The Collateral Agent may
consult with legal counsel, independent accountants and other experts selected
by it, and shall not be liable for any action taken or not taken by it in good
faith in accordance with the advice of any such counsel, accountants or
experts.


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    2.7       
    Reliance on Documents;
Counsel.  The Collateral Agent shall be entitled to rely upon
any notice, consent, certificate, affidavit, letter, telegram, facsimile, telex,
electronic mail message, statement, paper or document believed by it to be
genuine and correct and to have been signed or sent by the proper Person or
Persons, and, in respect to legal matters, upon the opinion of counsel selected
by the Collateral Agent in good faith, which counsel may be employees of the
Collateral Agent.

    


    2.8      
     Collateral Agent's
Reimbursement and Indemnification.  The Secured Parties agree
to reimburse and indemnify the Collateral Agent ratably in proportion to their
respective Secured Obligations (i) for any amounts billed to but not reimbursed
by the Company for which the Collateral Agent is entitled to reimbursement by
the Company or any of its Subsidiaries, (ii) for any other expenses incurred by
the Collateral Agent on behalf of the Secured Parties, in connection with the
preparation, execution, delivery, administration and enforcement of this
Agreement and the Collateral Documents (including, without limitation, for any
expenses incurred by the Collateral Agent in connection with any dispute between
the Collateral Agent and any Secured Party or between two or more of the Secured
Parties) billed to but not reimbursed by the Company for which the Collateral
Agent is entitled to reimbursement by the Company or any of its Subsidiaries,
and (iii) for any liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind and nature
whatsoever which may be imposed on, incurred by or asserted against the
Collateral Agent in any way relating to or arising out of this Agreement, the
Collateral Documents or any other document delivered in connection therewith or
the transactions contemplated thereby (including, without limitation, for any
such amounts incurred by or asserted against the Collateral Agent in connection
with any dispute between the Collateral Agent and any Secured Party or between
two or more of the Secured Parties), or the enforcement of any of the terms of
this Agreement, the Collateral Documents or of any such other documents, provided that no Secured
Party shall be liable for any of the foregoing to the extent any of the
foregoing is found in a final non-appealable judgment by a court of competent
jurisdiction to have resulted from the gross negligence or willful misconduct of
the Collateral Agent.  The obligations of the Secured Parties under
this §2.8 shall survive payment of the Secured Obligations and termination of
this Agreement.

    


    2.9       
    Notice of
Default.  The Collateral Agent shall not be deemed to have
knowledge or notice of the occurrence of any Event of Default unless the
Collateral Agent has received a Notice of Special Default.  The
Collateral Agent shall have no duty to inform the Secured Parties of any Event
of Default except for its obligation to inform the Secured Parties of a Special
Event of Default after it has received a Notice of Special Default as set forth
in §3.1(b).

    


    2.10          Rights as a Secured
Party.  In the event the Collateral Agent is a Secured Party
other than in its capacity as the Collateral Agent, the Collateral Agent (as a
Secured Party other than in its capacity as the Collateral Agent) shall have the
same rights and powers hereunder and under any Collateral Document with respect
to its Secured Obligations as any Secured Party and may exercise the same as
though it were not the Collateral Agent and any restrictions on the Collateral
Agent shall not apply to JPMorgan Chase Bank, N.A. or any successor Collateral
Agent in its capacity as a Secured Party, and the term "Secured Party" or
"Secured Parties" shall, at any time when the Collateral Agent is a Secured
Party, unless the context otherwise indicates, include the Collateral Agent in
its individual capacity.  The Collateral Agent and its Affiliates may
accept deposits from, lend money to, and generally engage in any kind of trust,
debt, equity or other transaction, in addition to those contemplated by this
Agreement or any Collateral Document, with the Company or any of its
Subsidiaries in which the Company or such Subsidiary is not restricted hereby
from engaging with any other Person.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    2.11          Secured Party
Decisions.  Each Secured Party acknowledges that it has,
independently and without reliance upon the Collateral Agent or any other
Secured Party and based on the financial statements prepared by the Company and
such other documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement and the Collateral
Documents.  Each Secured Party also acknowledges that it will,
independently and without reliance upon the Collateral Agent or any other
Secured Party and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under this Agreement and the Collateral Documents. Except for
any notice, report, document or other information expressly required to be
furnished to the Secured Parties by the Collateral Agent hereunder, the
Collateral Agent shall have no duty or responsibility (either initially or on a
continuing basis) to provide any Secured Party with any notice, report,
document, credit information or other information concerning the affairs,
financial condition or business of the Company or any of its Subsidiaries that
may come into the possession of the Collateral Agent (whether or not in its
capacity as Collateral Agent) or any of their Affiliates.

    


    2.12          Resignation or Removal of
Collateral Agent.  (a)  The
Collateral Agent may resign at any time by giving at least 60 days' notice
thereof to the Secured Parties (such resignation to take effect upon the
acceptance by a successor Collateral Agent of any appointment as the Collateral
Agent hereunder).  The Collateral Agent may be removed at any time
with or without cause by written notice received by the Collateral Agent from
the Required Secured Parties, such removal to be effective on the date specified
by the Required Secured Parties.  In the event of any such resignation
or removal of the Collateral Agent, the Required Secured Parties shall thereupon
have the right to appoint a successor Collateral Agent.  If no
successor Collateral Agent shall have accepted such appointment within 60 days
after the notice of the intent of the Collateral Agent to resign or 60 days of
the notice of removal, as the case may be, then the retiring or removed
Collateral Agent may, on behalf of the Secured Parties, appoint a successor
Collateral Agent.   If the Collateral Agent has resigned or been
removed and no successor Collateral Agent has been appointed, the Required
Secured Parties may perform all the duties of the Collateral Agent hereunder and
the Grantors shall make all payments in respect of the Secured Obligations to
the applicable Secured Party and for all other purposes shall deal directly with
the Secured Parties.  Any successor Collateral Agent appointed
pursuant to this clause shall be a commercial bank or other financial
institution organized under the laws of the United States of America or any
state thereof having (1) a combined capital and surplus of at least $500,000,000
and (2) a rating upon its long-term senior unsecured indebtedness of "A" or
better by Moody's Investors Service, Inc. or "A" or better by Standard &
Poor's Corporation.

    


    (b)         
  Upon the acceptance by a successor Collateral Agent of any
appointment as the Collateral Agent hereunder, or upon the Required Secured
Parties performing the duties of the Collateral Agent as set forth above, such
successor Collateral Agent or the Secured Parties, as the case may be, shall
thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the retiring or removed Collateral Agent.  The retiring
Collateral Agent shall be discharged from its duties and obligations hereunder
upon the appointment of the successor Collateral Agent.  After any
retiring Collateral Agent's resignation or removal hereunder as the Collateral
Agent, the provisions of this §2.12 shall continue in effect for its benefit in
respect of any actions taken or omitted to be taken by it while it was acting as
the Collateral Agent.

    


    2.13          Execution of Collateral
Documents.  The Secured Parties hereby empower and authorize
the Collateral Agent to execute and deliver to the Grantors on their behalf the
pledge and security agreement in the form of Exhibit D hereto and all other
additional Collateral Agreements and related agreements, documents or
instruments approved by, or as instructed by, the Required Secured
Parties.  In determining whether any proposed Collateral Document is
approved by the Required Noteholders, the Collateral Agent may rely on the
counsel which the Collateral Agent believes in good faith is representing the
Noteholders.  The Collateral Agent shall provide copies of all
Collateral Documents to the Secured Parties.


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    2.14          Collateral
Releases.  The Secured Parties hereby empower and authorize the
Collateral Agent to execute and deliver on their behalf any agreements,
documents or instruments as shall be necessary or appropriate to effect any
releases or subordinations of Collateral which shall be permitted by the terms
hereof, including without limitation any Collateral held under the Collateral
Documents which is permitted to be sold under the terms of this Agreement and
all of the other Financing Documents or which shall otherwise have been approved
by the Required Secured Parties in writing.

    


    2.15          Actions of the Collateral
Agent.  Notwithstanding anything herein to the contrary, all
terms and provisions hereof with respect to the Collateral Agent or in any
Collateral Document shall be subject to the terms of this §2.

    


    


    
      	
              SECTION
      3.

            	
              DECISIONS
      RELATING TO ADMINISTRATION AND EXERCISE OF
  REMEDIES

            


    

    


    3.1  Exercise of
Rights.

    


    (a)       
    Except as set forth in this §3.1 and in §3.2, the
Collateral Agent agrees that it will not (i) release any Collateral without the
direction of the Required Secured Parties and (ii) commence Enforcement without
the direction of the Required Enforcement Secured Parties.  The
Collateral Agent agrees to administer the Collateral Documents and the
Collateral and to make such demands and give such notices under the Collateral
Documents as the Required Secured Parties may request, and to take such action
to enforce the Collateral Documents following the occurrence of a Special Event
of Default and to realize upon, collect and dispose of the Collateral or any
portion thereof as may be directed by the Required Secured
Parties.  The Collateral Agent may at any time request directions from
the Required Secured Parties as to any course of action or other matter relating
hereto or relating to any Collateral Document.  If  the
Required Secured Parties do not provide written instructions in the case of an
emergency, as determined by the Collateral Agent in good faith, in order to
protect any of the Collateral, the Collateral Agent may take, but shall have no
obligation to take, any and all such actions as it shall deem in good faith to
be in the best interests of the Secured Parties, and the Collateral Agent shall
have no liability for any such actions or any failure to act; provided that once
such instructions from the Required Secured Parties have been received by the
Collateral Agent, the actions of the Collateral Agent shall be governed thereby
and the Collateral Agent shall not take any further action which would be
contrary thereto.

    


    
      (b)    
       Subject to §3.1(f), upon the
occurrence and during the continuance of any Special Event of Default, the
Collateral Agent shall commence Enforcement if requested in writing by the
Required Enforcement Secured Parties (the "Directing Required
Enforcement Secured Parties") pursuant to an Enforcement
Direction.  The Collateral Agent shall give each Secured Party prompt
notice of its receipt of any Enforcement Direction.  During the period
of ten (10) Business Days following delivery of an Enforcement Direction, any
Required Enforcement Secured Parties that do not agree with the means of
enforcement set out in such Enforcement Direction may give the Collateral Agent
written notice of such disagreement indicating the specific directions to which
such disagreement pertains (an “Enforcement
Disagreement”).  If no notice of an Enforcement Disagreement is
duly given within such 10 Business Day period (or if the Required Secured
Parties so direct), the Collateral Agent shall proceed promptly to take the
action set out in the Enforcement Direction, provided that all actions directed
by the Directing Required Enforcement Secured Parties are subject at all times
to being overruled by the directions given by the Required Secured
Parties.  If a notice of an Enforcement Disagreement is duly given
within such 10 Business Day period, the Collateral Agent shall not take any
enforcement action with respect to the specific directions that are the subject
of such Enforcement Disagreement until the earlier of (i) the date the Required
Secured Parties direct the Collateral Agent to take specific enforcement action,
or (ii) the date that is sixty days after the date the Enforcement Direction was
first delivered.  If at the end of such sixty day period no direction
is given by the Required Secured Parties, the Collateral Agent shall not take
such steps in any Enforcement as may be directed in writing by the Required
Secured Parties unless and until Required Secured Parties consent, provided that
after the occurrence of any Special Event of Default and the request by the
Required Enforcement Secured Parties to commence Enforcement, the Required
Secured Parties shall promptly and diligently direct Enforcement in a
commercially reasonable manner, in good faith and as reasonably required to
promote and protect the interests of the Secured Parties and to maximize both
the value of the Collateral and the present value of the recovery by the Secured
Parties on the Secured Obligations, and each Secured Party will from time to
time consult with the Collateral Agent and the other Secured Parties in good
faith regarding the Enforcement of its rights with a view to recovering amounts
due under any of the Collateral Documents.  Any Enforcement may be
withdrawn or otherwise rescinded at any time, but only upon the written
direction of the Required Secured Parties.  Each Secured Party (or any
agent on its behalf) shall give the Collateral Agent prompt notice of any
Special Event of Default of which it has actual knowledge and shall note on such
notice that it is a "Notice of Special Default" under this
Agreement.  Failure to give any such notice, however, does not
constitute a waiver of any such Special Event of Default by the Secured Parties
or the Collateral Agent or create any liability to the Collateral Agent or any
other Secured Party.  The Collateral Agent shall give each Secured
Party a written notice (a "Notice of Special
Default") promptly after being so notified in writing by a Secured Party
that a Special Event of Default has occurred and stating that such notice is a
"Notice of Special Event of Default".  Each Party agrees that the
Collateral Agent shall act as the Required Secured Parties or, if permitted
under this Section 3.1(b), the Directing Required Enforcement Secured Parties,
may request (regardless of whether any individual Secured Party agrees,
disagrees or abstains with respect to such request), provided that the Collateral
Agent shall have no liability for acting in accordance with such request and
that no Directing Secured Party or Non-Directing Secured Party shall have any
liability to any Non-Directing Secured Party or Directing Secured Party,
respectively, for any such request.  The Collateral Agent shall give
prompt notice to the Non-Directing Secured Parties of action taken pursuant to
the instructions of the Required Secured Parties to enforce the Collateral
Documents; provided, however,
that the failure to give any such notice shall not impair the right of
the Collateral Agent to take any such action or the validity or enforceability
under this Agreement of the action so taken.

    


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    (c)     
      The Collateral Agent may at any time request
directions from the Required Secured Parties as to any course of action or other
matter relating hereto or relating to the Collateral
Documents.  Except as otherwise provided in this Agreement or the
Collateral Documents, directions given by the Required Secured Parties or the
Required Enforcement Secured Parties to the Collateral Agent hereunder shall be
binding on all Secured Parties, including all Non-Directing Secured Parties, for
all purposes.

    


    (d)     
      Nothing contained in this Agreement shall
affect the rights of any Secured Party to give the Company or any other Grantor
notice of any default, accelerate or make demand for payment of their respective
Secured Obligations or collect payment thereof other than through a realization
on or in respect of the Collateral or any part or portion thereof, nor shall
anything contained in this Agreement be deemed or construed to affect the rights
of any Secured Party to administer, modify, waive or amend any term or provision
of any Financing Document to which it is a party, other than this Agreement and
the Collateral Documents.  If the Required Secured Parties or, if
permitted under this Section 3.1(b), the Directing Required Enforcement Secured
Parties, instruct the Collateral Agent to take any action, commence any
proceeding or otherwise proceed against the Collateral or enforce the Collateral
Documents, and such action or proceeding is or may be defective without the
joinder of other Secured Parties as parties, then all other Secured Parties
shall join in such actions or proceedings.  Each Secured Party agrees
not to take any action to enforce any term or provision of the Collateral
Documents or to enforce any of its rights in respect of the Collateral except
through the Collateral Agent in accordance with this Agreement.


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    (e)     
      Each Secured Party agrees that, so long as
any Secured Obligations are outstanding, the provisions of this Agreement shall
provide the exclusive method by which any Secured Party may exercise rights and
remedies under the Collateral Documents.  Each Secured Party (other
than the Collateral Agent) shall, for the mutual benefit of all Secured Parties,
except as permitted under this Agreement:

    


    (i)      
      except as set forth in §3.1(f), refrain from
taking or filing any action, judicial or otherwise, to enforce any right or
pursue any remedy under the Collateral Documents, except for delivering notices
hereunder;

    


    (ii)      
     except as set forth in §3.4, refrain from
accepting any other security for the Secured Obligations from the Company or any
Subsidiary of the Company, except for any security granted to the Collateral
Agent for the benefit of all Secured Parties,
and            refrain
from accepting any guaranty for the Secured Obligations from any Subsidiary of
the Company or any other Person unless such guaranty is provided for all the
Secured Obligations; and

    


    (iii)           refrain
from exercising any right or remedy under the Collateral Documents;

    


    provided, however, that nothing
contained in subsections (i) through (iii) above shall prevent any Secured Party
from imposing a default rate of interest in accordance with the applicable
Financing Document or prevent a Secured Party from raising any defense in any
action in which it has been made a party defendant or has been joined as a third
party, except that the Collateral Agent may direct and control any defense
directly relating to the Collateral or any Collateral Documents in the manner
directed by the Required Secured Parties as described herein.

    


    (f)        
    This Agreement shall continue to be effective among the
Secured Parties in any Bankruptcy Proceeding with respect to any Grantor, and in
any such Bankruptcy Proceeding, each Secured Party agrees that:

    


    (i)         
   Except as set forth below in this §3.1(f), the Collateral
Agent shall represent all Secured Parties in connection with all matters
directly relating to the Collateral, including the use, sale or lease of
Collateral, use of cash collateral, relief from the automatic stay and adequate
protection, but in doing so the Collateral Agent shall act only on the
instructions of the Required Secured Parties; provided that,
notwithstanding anything herein to the contrary, no such instructions by the
Required Secured Parties shall treat the holders of any of the Secured
Obligations differently with respect to rights in the Collateral from the
holders of any of the other Secured Obligations and the Required Secured Parties
shall use commercially reasonable efforts to provide instructions to the
Collateral Agent in a prompt manner. Notwithstanding anything in this Agreement
to the contrary, if the Required Secured Parties have not agreed upon the
directions to be given to the Collateral Agent in connection with a particular
issue in a Bankruptcy Proceeding, each Secured Party (if such Secured Party has
reasonably determined that the Required Secured Parties have not agreed upon the
directions to be given to the Collateral Agent in connection with a particular
issue, and the Collateral Agent shall have no duty to determine if the Required
Secured Parties have not agreed on a particular issue) shall have the
independent right to initiate an action or actions in such Bankruptcy Proceeding
in its individual capacity and to appear and be heard on such issue before the
bankruptcy or other applicable court in such Bankruptcy Proceeding with respect
to such disputed issue, and such disputed issue may include, without limitation,
issues with respect to any question concerning relief from the automatic stay,
the post-petition usage of Collateral and post-petition financing arrangements,
and, in such circumstances, the Collateral Agent shall not be entitled or
required to initiate any actions on behalf of any Secured Party relating to the
disputed issue or to appear and be heard on such disputed issue before the
bankruptcy or other applicable court.


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    (ii)       
    Each Secured Party shall be free to act independently on
any issue not directly relating to the Collateral, and nothing herein shall be
interpreted to preclude any Secured Party from filing a proof of claim with
respect to its Secured Obligations or from casting its vote, or abstaining from
voting, for or against confirmation of a plan of reorganization in its sole
discretion.

    


    (g)       
    Each Secured Party (or any applicable agent or
representative thereof) shall (i) promptly from time to time, upon the written
request of the Collateral Agent notify the Collateral Agent of the outstanding
Secured Obligations owed to such Secured Party as of such date as the Collateral
Agent may specify; and (ii) promptly from time to time thereafter notify the
Collateral Agent of any payment received by such Secured Party to be applied to
satisfy such Secured Obligations.  Each Secured Party shall certify as
to such amounts owing to such Secured Party and the Collateral Agent shall be
entitled to rely conclusively upon such certification.

    


    (h)        
   Each Secured Party agrees to do such further acts and things
and to execute and deliver such additional agreements, powers and instruments as
the Collateral Agent may reasonably request to carry into effect the terms,
provisions and purposes of this Agreement and the Collateral Documents or to
better assure and confirm unto the Collateral Agent its rights, powers and
remedies hereunder.

    


    3.2       
    Release of
Collateral.  Unless the Collateral Agent has received written
notice from a Secured Party or the Company (and such notice is designated as the
"Notice of Event of
Default") that an Event of Default exists, the Collateral Agent may (and
shall at the request of any Grantor), upon at least ten Business Days prior
written notice to the Secured Parties (but without the approval of any Secured
Party), (i) release any Collateral which is permitted to be sold or disposed of
or otherwise released pursuant to the 2008 Credit Agreement and the Note
Purchase Agreements and execute and deliver such releases as may be necessary to
terminate of record the Collateral Agent’s security interest (for the benefit of
the Secured Parties) in such Collateral, provided that any sale or other
disposition which requires a further consent of any Secured Party under the 2008
Credit Agreement or either Note Purchase Agreement, as the case may be, shall
not be deemed permitted thereunder without receipt of the required further
consent; and (ii) subordinate any Lien on any property which constitutes
Collateral to the holder of any purchase money security interest in such
property or lease of equipment and so long as such purchase money security
interest or the Lien under such equipment lease attaches only to the property so
acquired or leased and is permitted by the Financing Documents.  In
determining whether any such release or subordination is permitted, the
Collateral Agent may, in the absence of actual notice to the contrary (and
without any review of any Financing Document or any other investigation or
inquiry), conclusively rely upon a certificate from the Company that such
release or subordination is permitted by the applicable Financing Documents if
not acting in bad faith.  The Secured Parties hereby empower and
authorize the Collateral Agent to execute and deliver to the Company and its
Subsidiaries on their behalf any agreements, documents or instruments as shall
be necessary or appropriate to effect any releases of Collateral which shall be
permitted by the terms hereof or of any Collateral Document or which shall
otherwise have been approved by the Required Secured Parties in
writing.

    


    3.3       
    Perfection of Security
Interests. The Collateral Agent shall provide the Secured Parties with a
written description of the steps it has taken to perfect the security interests
in the Collateral, and the Collateral Agent shall have no obligation to take any
further steps to perfect any security interests in the Collateral unless (a) the
Collateral Agent has received written notice from a Secured Party referring to
this Agreement and specifically describing such further steps and stating that
such notice is a "Notice of Request for Additional Perfection Action" (and, if
any such notice is received by the Collateral Agent, the Collateral Agent shall
give prompt notice thereof to the Secured Parties) and (b) the Required
Enforcement Secured Parties instruct the Collateral Agent in writing to take
such further steps requested in such notice.


    
      
         


      

      
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    3.4    
       Excluded Collateral.
The following assets of the Grantors shall be excluded from the Collateral: (a)
purchase money Liens on such equipment and other fixed assets which is permitted
by the terms of the Financing Documents so long as such Lien attaches only to
the property so acquired or leased with such purchase money obligations and to
the extent the agreement creating such Lien prohibits additional Liens on such
property; (b) certificated motor vehicles, unless requested by the Required
Secured Parties; (c) Rate Management Obligation Cash Collateral and (d) other
property with a fair market value that, individually or in the aggregate with
all other such property, is not, in the judgment of the Required Secured
Parties, material.  Notwithstanding anything contained herein, (i) the
Agent shall be permitted to take a security interest in and a Lien on the assets
owned by any Foreign Subsidiary solely as security for the obligations owing by
Foreign Subsidiaries under the 2008 Credit Agreement and procure guaranties from
any Foreign Subsidiary solely for the obligations owing by Foreign Subsidiaries
under the 2008 Credit Agreement, and the Agent shall not be required to make
such security interest and Lien or guaranty available to the Collateral Agent
for the benefit of the Noteholders, and (ii) any 2008 Lender or its Affiliates
party to Rate Management Transactions in existence on the date hereof (as
amended or modified from time to time, provided that such amendments or
modifications do not increase or extend the monetary obligations due thereunder)
with Company or any of its Subsidiaries shall be permitted to take a security
interest in Rate Management Obligation Cash Collateral as security for the Rate
Management Obligations under such Rate Management Transactions and they shall
not be required to make such security interest and Lien available to the
Collateral Agent for the benefit of any other Secured Party.

    


    3.5      
     Appointment for
Perfection.  Each Secured Party hereby appoints each other
Secured Party as its agent for the purpose of perfecting Liens, for the benefit
of the Collateral Agent and the Secured Parties, in assets which, in accordance
with Article 9 of the UCC or any other applicable law can be perfected only by
possession or control.  Should any Secured Party (other than the
Collateral Agent) obtain possession or control of any such Collateral, such
Secured Party shall notify the Collateral Agent thereof, and, promptly upon the
Collateral Agent’s request therefor shall deliver such Collateral to the
Collateral Agent or otherwise deal with such Collateral in accordance with the
Collateral Agent’s instructions.

    


    


    
      	
              SECTION
      4.

            	
              APPLICATION
      OF SECURED OBLIGATION
DISTRIBUTIONS.

            


    

    


    4.1  Application of
Proceeds.

    


    (a)        
   Any and all Secured Obligation Distributions at any time on or
after and during the continuance of a Special Event of Default shall be
allocated (as determined in accordance with the provisions of this §4.1) in the
following order:

    


    (i) FIRST:   To
the payment of the reasonable costs and expenses of the Collateral Agent,
including, without duplication, reasonable fees and expenses of counsel of the
Collateral Agent and all reasonable out-of-pocket expenses, liabilities and
advances made or incurred by the Collateral Agent, including without limitation
advances made by the Collateral Agent to  preserve or protect the
Collateral, or any portion thereof, or to enhance the likelihood of, or maximize
the amount of, the collection of the Proceeds of the Collateral;

    


    (ii)
SECOND:  To
the payment of any indemnification payments made by the Secured Parties
hereunder and the reasonable costs and expenses of the 2008 Lenders and the
Noteholders to the extent they constitute Secured Obligations, including,
without duplication, reasonable fees and expenses of counsel for the 2008
Lenders or the Noteholders and all reasonable out-of-pocket expenses,
liabilities and advances made or incurred by the 2008 Lenders or the Noteholders
in connection with the applicable Financing Documents;


    
      
         


      

      
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    (iii)
THIRD:  To
the ratable payment of the 2008 Credit Agreement Superpriority Amount to the
2008 Lenders;

    


    (iv)
FOURTH:  To
the ratable payment of the Secured Obligations to the Secured Parties not
described above, other than (1) the aggregate principal amount (and any interest
related thereto) under the 2008 Credit Agreement in excess of the 2008 Credit
Agreement Commitment, (2) the aggregate principal amount (and any interest
related thereto) under the 2005 Notes in excess of $75,000,000, as permanently
reduced from time to time, (3) the aggregate principal amount (and any interest
related thereto) under the 2006 Notes in excess of $75,000,000, as permanently
reduced from time to time, and (4) any Make-Whole Amount or similar prepayment
premium under the Note Purchase Agreements to the extent it exceeds an amount
that would have been calculated using the interest rates and other terms
applicable to the Notes prior to the amendments of the Note Purchase Agreements
and the Notes executed on or about the date hereof;

    


    (v) FIFTH: To the ratable payment
of all other Secured Obligations to the Secured Parties; and

    


    (vi)
SIXTH: After payment in
full of all Secured Obligations, to the payment to or upon the order of
Grantors, or to whomsoever may be lawfully entitled to receive the same or as a
court of competent jurisdiction may direct, of any surplus then remaining from
such Proceeds.

    


    Until
such Secured Obligation Distributions are so applied, each Secured Party shall
hold such Secured Obligation Distributions in its custody in accordance with its
regular procedures for handling deposited funds.  Any Secured
Obligation Distributions received directly by any Secured Party which it would
not be entitled to retain hereunder shall be promptly paid over to the
Collateral Agent for distribution in accordance with this
Agreement.  Any such Secured Obligation Distributions not paid over to
the Collateral Agent in accordance with the preceding sentence shall be, and
shall be deemed to be, held in trust by such Secured Party for the benefit of
all of the Secured Parties.

    


    (b)      
     Notwithstanding the above or any other term of
this Agreement or any Financing Document, all Secured Parties and Grantors agree
that each principal payment on the Advances that would cause the principal
balance of the Advances under the Credit Agreement to be less than $94,000,000
and each principal payment on the Notes that would cause the principal balance
of the Notes to be less than $150,000,000, in each case made when a Special
Event of Default is not in existence, shall be paid over to the Collateral Agent
and held in a special collateral account with the Collateral Agent, which
account shall be in the name and under the sole dominion and control of the
Collateral Agent, for the benefit of the Secured Parties and in which the
Borrower and its Subsidiaries shall have no interest, pursuant to arrangements
satisfactory to the Collateral Agent (such account and the funds on deposit
therein, any investment of such funds and interest and other proceeds thereof,
collectively, the “Collateral Agent Intercreditor Collateral
Account”).  Although it is acknowledged that the Borrower and its
Subsidiaries shall have no interest in the Collateral Agent Intercreditor
Collateral Account, each Grantor hereby pledges, assigns and grants to the
Collateral Agent, on behalf of and for the ratable benefit of the Secured
Parties, a security interest in all of such Grantor’s right, title and interest,
if any, in and to all funds which may from time to time be on deposit in the
Collateral Agent Intercreditor Collateral Account to secure the prompt and
complete payment and performance of the Secured Obligations, subject to the
terms of this Agreement.  The Collateral Agent may invest any funds on
deposit from time to time in the Collateral Agent Intercreditor Collateral
Account in short-term obligations of, or fully guaranteed by, the United States
of America, and any interest thereon shall accumulate in the Collateral Agent
Intercreditor Collateral Account.  The Collateral Agent shall
distribute the amounts in the Collateral Agent Intercreditor Collateral Account
as follows:  (i) to pay the 2008 Credit Agreement Superpriority Amount
at any time requested by the Agent when a Special Event of Default does not
exist; (ii) upon the occurrence of a Special Event of Default, to pay the
Secured Obligations in the order required under Section 4.1(a); and (iii) at any
other time as agreed to by the Secured Parties (and subject to any terms agreed
to in writing by the Secured Parties), to pay the Secured Obligations in the
order required under Section 4.1(a); provided that, if the amount on deposit in
the Collateral Agent Intercreditor Collateral Account exceeds $5,000,000 for
more than 30 consecutive days, the Secured Parties agree to use reasonable
commercial efforts (without any obligation) to reach an agreement to disburse
the funds held in the Collateral Agent Intercreditor Collateral Account under
this clause (iii), subject to clauses (i) and (ii).


    
      
         


      

      
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    (c)     
      Any Secured Obligation Distributions applied
in accordance with each of the levels in §4.1(a)(ii), (iii), (iv) and (v) above
shall be allocated within that level so that each Secured Party shall receive
payment of its proportionate amount of all such Secured Obligation Distributions
based upon the proportion which the amount of such Secured Obligations at such
level of such Secured Party bears to the total amount of all Secured Obligations
at such level of all such Secured Parties.  Notwithstanding anything
herein to the contrary, (i) only the amount of the Rate Management Obligations
in excess of the Rate Management Obligation Cash Collateral shall be considered
outstanding in determining the allocation of any Secured Obligation
Distributions to any Rate Management Obligations and (ii) any letters of credit
constituting Secured Obligations shall not be considered outstanding for
purposes of any allocations in the relevant level to the extent such Secured
Obligations have been and are cash collateralized under §4.1(e).

    


    (d)     
      Payments of Secured Obligation Distributions
in respect of (i) the Advances shall be made to the 2008 Lenders in accordance
with applicable 2008 Credit Agreement; (ii) the Notes shall be made as directed
in writing by the Noteholder to whom paid; and (iv) any other Secured
Obligations shall be made as directed in writing by the applicable holder
thereof to whom paid.

    


    (e)       
    For the purposes of payments and distributions
hereunder, the full amount of Secured Obligations on account of any letter of
credit shall be deemed to be then due and owing, and the face amount of any
letters of credit then outstanding but not drawn upon and all unreimbursed
obligations due on any letter of credit that have been drawn upon shall be
considered principal owing pursuant to Secured Obligations relating to letters
of credit, provided that any Secured Obligation Distributions distributed in
respect thereof shall be deposited in a separate collateral account in the name
of and under the control of the Collateral Agent and held by the Collateral
Agent first as security for such letter of credit Secured Obligations and then
as security for all other Secured Obligations and the amount of such Secured
Obligation Distributions so deposited shall be applied to such letter of credit
Secured Obligations at such times and to the extent that such letter of credit
Secured Obligations become absolute liabilities and if and to the extent that
any letter of credit Secured Obligations fail to become absolute Secured
Obligations because of the expiration or termination of the underlying letters
of credit without being drawn upon then such Secured Obligation Distributions
attributable to such letter of credit shall be applied to the remaining Secured
Obligations in the order provided herein.

    


    (f)          
  If at any time the Collateral Agent or any Secured Party is required
to restore or return to any Grantor any amount distributed to the Secured
Parties pursuant to the provisions of this Agreement (including specifically
this §4.1), whether such restoration or return is required by reason of a
Bankruptcy Proceeding or otherwise, then each Secured Party shall be required to
return to the Collateral Agent or such Secured Party such Secured Party's
proportionate share of the amounts so required to be returned by the Collateral
Agent or such Secured Party.


    
      
         


      

      
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    (g)     
      Nothing herein contained shall obligate any
Secured Party to resort to any setoff, banker's lien or similar right, the
taking of any such action to remain within the absolute discretion of such
Secured Party without obligation of any kind to the other Secured Parties to
take any such action; provided, however, that no Secured Party shall resort to
any such setoff, banker’s lien or similar right unless directed by the Required
Secured Parties or, if permitted under Section 3.1(b), the Directing Required
Enforcement Secured Parties.

    


    (h)      
     Non-cash proceeds of Collateral and proceeds of
Collateral which, due to a restraining order or otherwise, are not permitted to
be applied to the Secured Obligations, or because the Collateral Agent or the
receiving Secured Party in the exercise of its reasonable discretion has
determined it to be impracticable to divide and apply any such non-cash proceeds
to the payment of any of the Secured Obligations owed to the Secured Parties
(herein referred to as "Non-available
Proceeds") shall be held by the Collateral Agent or, as the case may be,
the Secured Party so receiving such Non-available Proceeds, as agent for the
Secured Parties.  At such time as such Non-available Proceeds are
later converted to cash or such Non-available Proceeds are later permitted to be
applied, or later become practical to divide and may otherwise be applied,
against any of the Secured Obligations, then such Non-available Proceeds shall
promptly be divided and paid at such time in accordance with the terms of this
Agreement.  Notwithstanding the foregoing, if any Non-available
Proceeds that are non-cash and are available to be applied in satisfaction of
any Secured Obligation by operation of a plan of reorganization in any
Bankruptcy Proceeding, the Required Secured Parties may direct the Collateral
Agent to distribute such non-cash distribution to the Secured Parties as
provided in §4.1(a).

    


    (i)      
      Among other purposes of this Agreement, each
Secured Party hereby agrees with each other Secured Party that it is a purpose
of this Agreement that all 2008 Credit Agreement Superpriority Amount shall be
paid in full and the commitments to make Advances that would be part of the 2008
Credit Agreement Superpriority Amount shall be terminated before any principal
payments are made on the Advances that would cause the principal balance of the
Advances under the Credit Agreement to be less than $94,000,000 and before any
principal payments are made on the Notes that would cause the principal balance
of the Notes to be less than $150,000,000, and after the 2008 Credit Agreement
Superpriority Amount is paid in full and such commitments are terminated, then
it is a purpose of this Agreement that the ratio of the outstanding principal
balance of the Advances under the 2008 Credit Agreement to the outstanding
principal balance of the Notes shall equal the Threshold Secured Debt
Ratio.  Accordingly, if the Threshold Secured Debt Ratio is not
achieved at any time after the occurrence of a Special Event of Default and
after the 2008 Credit Agreement Superpriority Amount has been paid in full, each
applicable 2008 Lender and Noteholder will pay over to the other applicable 2008
Lenders and Noteholders such amounts as shall result in the ratio of the
outstanding principal balance of the Advances under the 2008 Credit Agreement to
the outstanding principal balance of the Notes being equal to the Threshold
Secured Debt Ratio.  For purposes of this Section 4.1(i) (1) the
aggregate principal amount under the 2008 Credit Agreement, after all 2008
Credit Agreement Superpriority Amount have paid in full and the commitments to
make Advances that would be part of the 2008 Credit Agreement Superpriority
Amount have been terminated, in excess of $94,000,000, (2) the aggregate
principal amount under the 2005 Notes in excess of $75,000,000, and (3) the
aggregate principal amount under the 2006 Notes in excess of $75,000,000, shall
each be disregarded.  The Collateral Agent shall determine the amount
of payments owed by the Secured Parties under this paragraph, and all Secured
Parties required to make any payments to any other Secured Party shall make such
payments to the Collateral Agent and the Collateral Agent shall distribute such
payment to the appropriate Secured Party.


    
      
         


      

      
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    Any
re-allocations of any Secured Obligations due to any other payments and other
transfers among the Secured Parties of any of the Secured Obligations under this
§4.1(i) shall be deemed to reduce the Secured Obligations of any Secured Party
receiving any payment or other transfer and shall be deemed to restore and
reinstate the Secured Obligations of any Secured Party making any payment or
other transfer, in each case by the amount of such payment and other transfer;
provided that if for any reason such restoration and reinstatement shall not be
binding against the Company, then the amount of such payments or other transfers
shall be deemed to be and shall be in consideration of the purchase for cash at
fair value, but without recourse, a like principal amount of the Advances or
Notes, as the case may be, held by the Secured Party receiving such payment or
transfer.  Notwithstanding anything herein to the contrary, the
Collateral Agent may adjust allocations of the Secured Obligation Distributions
under §4.1(a)(iii), (iv) and (v) to achieve the allocations and adjustments
required under this §4.1(i).

    


    


    
      	
              SECTION
      5.

            	
              AGREEMENTS
      AMONG THE SECURED PARTIES.

            


    

    


    5.1      
     Independent Actions by
Secured Parties.  Nothing
contained in this Agreement shall prohibit any Secured Party from accelerating
the maturity of, or demanding payment from the Company or any Guarantor on any
Secured Obligation or from instituting legal action against the Company or any
Guarantor to obtain a judgment or other legal process in respect of such Secured
Obligation, but any funds received from the Company or any Guarantor in
connection with any recovery therefrom shall be subject to the terms of this
Agreement.

    


    5.2       
    Relation of Secured
Parties.  This Agreement
is entered into solely for the purposes set forth herein, and no Secured Party
assumes any responsibility to any other party hereto to advise such other party
or information known to such other party regarding the financial condition of
the Company or any Guarantor or of any other circumstances bearing upon the risk
of nonpayment of the Secured Obligations.  Each Secured Party
specifically acknowledges and agrees that nothing contained in this Agreement is
or is intended to be for the benefit of the Company or any Guarantor and nothing
contained herein shall limit or in any way modify any of the obligations of the
Company or any Guarantor to the Secured Parties.

    


    5.3       
    Contesting Liens or Security
Interests; No Partitioning or Marshalling of Collateral; Contesting Secured
Obligations.

    


    (a)
Neither the Collateral Agent nor any Secured Party shall contest, directly or
indirectly, the validity, perfection, priority or enforceability of or seek to
avoid, have declared fraudulent or have set aside any lien or security interest
granted to the Collateral Agent for the benefit of the Secured Parties or any
Guaranty and each party hereby agrees to cooperate in the defense of any action
contesting the validity, perfection, priority or enforceability of such liens or
security interests or Guaranties.

    


    (b)
Notwithstanding anything to the contrary in this Agreement or in any Collateral
Document, no Secured Party shall have the right to have any of the Collateral,
or any security interest or other property being held as security for all or any
part of the Secured Obligations by the Collateral Agent, partitioned, or to file
a complaint or institute any proceeding at law or in equity to have any of the
Collateral or any such security interest or other property partitioned, and each
Secured Party hereby waives any such right. Each Secured Party hereby waives any
and all rights to have the Collateral, or any part thereof, marshaled upon any
foreclosure of any of the liens or security interests securing the Secured
Obligations.

    


    (c)
Neither the Collateral Agent nor any Secured Party shall contest the validity or
enforceability of or seek to avoid, have declared fraudulent or have set aside
any Secured Obligations. In the event any Secured Obligation is invalidated,
avoided, declared fraudulent or set aside for the benefit of any Grantor, the
Collateral Agent and the Secured Parties agree that such Secured Obligations
shall nevertheless be considered to be outstanding for all  purposes
of this Agreement.


    
      
         


      

      
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    (d) Each
party hereto agrees to cooperate fully with the other parties hereto, in the
exercise of its reasonable judgment, to the end that the terms and provisions of
this Agreement may be promptly and fully carried out. Each party hereto also
agrees, from time to time, to execute and deliver any and all other agreements,
documents or instruments and to take such other actions, all as may be
reasonably necessary or desirable to effectuate the terms, provisions and intent
of this Agreement.

    


    5.4     
      Acknowledgment of
Guaranties.  The Secured
Parties hereby expressly acknowledge the existence of the
Guaranties.

    


    


    
      	
              SECTION
      6.

            	
              ADDITIONAL
      PARTIES.

            


    

    


    No
Secured Party shall transfer the Secured Obligations owing to it unless and
until the transferee agrees to be bound by the terms and conditions of this
Agreement by executing and delivering to the Collateral Agent a supplement
hereto in the form of Exhibit B or Exhibit C, as applicable, appropriately
completed.  Each transferee of any Secured Obligations shall take such
Secured Obligations subject to the provisions of this Agreement and to any
request made, waiver or consent given or other action taken or authorized
hereunder by each previous holder of such Secured Obligations prior to the
receipt by the Collateral Agent of written notice of such transfer; and, except
as expressly otherwise provided in such notice, the Collateral Agent may
conclusively assume that the transferee named in such notice shall thereafter be
vested with all rights and powers as a Secured Party under this Agreement (and
the Collateral Agent may conclusively assume that no Secured Obligations have
been subject to any transfer other than transfers of which the Collateral Agent
has received such a notice).  Upon the written request of any Secured
Party, the Collateral Agent will provide such Secured Party with copies of any
written notices of transfer received pursuant hereto.

    


    


    
      	
              SECTION
      7.

            	
              MISCELLANEOUS.

            


    

    


    7.1      
     Entire Agreement.  This Agreement
represents the entire Agreement among the Secured Parties and, except as
otherwise provided, this Agreement may not be altered, amended or modified
except in a writing executed by all the parties to this Agreement.

    


    7.2       
    Notices.  Notices
hereunder shall be given to the Secured Parties at their addresses as set forth
in the applicable Financing Document, as the case may be, or at such other
address as may be designated by each in a written notice to the other parties
hereto.

    


    7.3       
    Successors and
Assigns.  This Agreement
shall be binding upon and inure to the benefit of each of the Secured Parties
and their respective successors and assigns, whether so expressed or not, and,
in particular, shall inure to the benefit of and be enforceable by any future
holder or holders of any Secured Obligations, and the term "Secured Party" shall
include any such subsequent holder of Secured Obligations, wherever the context
permits.  No Person other than a Secured Party and the Collateral
Agent shall have or be entitled to assert any rights or benefits hereunder or
otherwise enforce any provisions of this Agreement.  Any assignment by
any Secured Party shall be specifically subject to such assignee agreeing to be
bound by the terms of this Agreement pursuant to Section 6.  Any sale,
assignment, transfer, negotiation or participation of the Secured Obligations
shall be made, and automatically shall be, subject to this Agreement and to any
notice given or other action taken hereunder at any time, and any such
purchaser, assignee, transferee, participant or other recipient shall
automatically be subject to the terms of this Agreement.


    
      
         


      

      
        22

        
          

        

      

      
         


      

    


    7.4      
     Consents, Amendments,
Waivers.  All amendments,
waivers or consents of any provision of this Agreement shall be effective only
if the same shall be in writing and signed by the Collateral Agent and the
Required Secured Parties, provided that any amendment, waiver or consent of any
provisions of this Agreement which increases the obligations of any of the
Grantors under any Collateral Document shall be effective as to this Agreement
but not with respect to the affected Collateral Document unless agreed to by the
Company.  Any term of the Collateral Documents may be amended, and the
performance or observance by the parties to a Collateral Document of any term of
such Collateral Document may be waived (either generally or in a particular
instance and either retroactively or prospectively) by the Collateral Agent only
upon the written consent of the Required Secured
Parties.  Notwithstanding the foregoing, the Collateral Agent may,
without the consent of the Required Secured Parties, amend the Collateral
Documents (a) to add property hereafter acquired by any Grantor intended to be
subjected to the Collateral Documents or to correct or amplify the description
of any property subject to the Collateral Documents and (b) to cure any
ambiguity or cure, correct or supplement any defective provisions of the
Collateral Documents (so long as the same shall in no respect be adverse to the
interest of any Secured Party).  Notwithstanding anything herein to
the contrary, the Collateral Agent shall not, without the consent of the
Required Secured Parties, foreclose on any real property.

    


    7.5    
       Governing Law.  This Agreement
is a contract made under, and shall be governed by and construed in accordance
with, the law of the State of Illinois applicable to contracts made and to be
performed entirely within such State and without giving effect to choice of law
principles of such State.

    


    7.6       
    Counterparts.  This Agreement
may be executed in any number of counterparts, all of which taken together shall
constitute one Agreement, and any of the parties hereto may execute this
Agreement by signing any such counterpart.

    


    7.7      
     Severability.  In case any one
or more of the provisions contained in this Agreement shall be invalid, illegal
or unenforceable in any respect, the validity, legality and enforceability of
the remaining provisions of this Agreement shall not in any way be affected or
impaired thereby.

    


    7.8     
      Continuing Agreement;
Reinstatement.  This Agreement shall constitute a continuing
agreement which shall remain in effect until all Secured Obligations shall have
been paid in full, at which time this Agreement shall terminate. Each party to
this Agreement agrees that this Agreement shall continue to be effective or be
reinstated, as the case may be, if at any time any payment (in whole or in part)
of any of the proceeds of any Collateral is rescinded or must otherwise be
restored by any party hereto, in any Bankruptcy Proceeding as though such
payment had not been made.

    


    7.9     
      Conflict with Other
Agreements.  The parties hereto agree that in the event of any
conflict between the provisions of this Agreement and the provisions of any
other agreement or instrument (including without limitation all Financing
Documents), the provisions of this Agreement shall control.  The
agreements herein (including without limitation the defined terms used therein)
are solely for the benefit of the Secured Parties and their respective
successors and assigns and no other Person (including without limitation any
Grantor) shall have any right, remedy, claim, benefit, priority or other
interest under, or because of the existence of, this Agreement.

    


    7.10          Resolution of Drafting
Ambiguities. Each party hereto acknowledges that it was represented by
counsel in connection with this Agreement, that it and its counsel reviewed and
participated in the preparation and negotiation of this Agreement and that any
rule of construction to the effect that ambiguities are to be resolved against
the drafting party shall not be employed in the interpretation of this
Agreement.


    
      
         


      

      
        23

        
          

        

      

      
         


      

    


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


    
      
         


      

      
        24

        
          

        

      

      
         


      

    

     

    
      IN
WITNESS WHEREOF, each of the parties herein has caused this Agreement to be
executed as of the date first above written.

      


      
        	 
      	
                JPMORGAN CHASE BANK,
      N.A., as Collateral Agent

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ James M. Sumoski

              
	 
      	
                 

              	
                Name:  James
      M. Sumoski

              
	 
      	 
      	
                Title:  Vice
      President

              


      


      
        
           


        

        
          25

          
            

          

        

        
           


        

      

      


      
        	 
      	
                2008
      LENDERS:

              
	 	 	 
	 
      	 
      	 
      
	 
      	
                JPMORGAN CHASE BANK,
      N.A., as Agent and as a 2008 Lender

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ James M. Sumoski

              
	 
      	 
      	
                Name:  James
      M. Sumoski

              
	 
      	 
      	
                Title:  Vice
      President

              


      

       

      
        
           


        

        
          26

          
            

          

        

        
           


        

      

       

      
        	 
      	
                BANK OF AMERICA, N.A.,
      as a 2008 Lender

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	
                 /s/ Steven K. Kessler

              
	 
      	 
      	
                Name:  Steven
      K. Kessler

              
	 
      	 
      	
                Title:
      Senior Vice President

              


      


      
        
           


        

        
          27

          
            

          

        

        
           


        

      

       

      
        	 
      	      
                M&I MARSHALL & ILSLEY
      BANK, as a 2008 Lender

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	
                 /s/ Gina A. Peter

              
	 
      	 
      	
                Name:  Gina
      A. Peter

              
	 
      	 
      	
                Title:
      Senior Vice President

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                 /s/ Karen I. Diatta

              
	 
      	 
      	
                Name:  Karen
      I. Diatta

              
	 
      	 
      	
                Title:
      Assistant Vice President

              


      

       

      
        
           


        

        
          28

          
            

          

        

        
           


        

      

       

      
        	 
      	
                WELLS FARGO BANK, N.A.,
      as a 2008 Lender

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Jennifer Clack

              
	 
      	 
      	
                Name:  Jennifer
      Clack

              
	 
      	 
      	
                Title:
      Vice President/Principal

              


      

       

      
        
           


        

        
          29

          
            

          

        

        
           


        

      

       

      
        	 
      	
                DRESDNER BANK AG in
      Stuttgart, as a
      2008 Lender

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	
                 /s/ Ralf Mulik

              
	 
      	 
      	
                Name:  Ralf
      Mulik

              
	 
      	 
      	
                Title:
      Director

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Ekkehard Albrecht

              
	 
      	 
      	
                Name:  Ekkehard
      Albrecht

              
	 
      	 
      	
                Title:
      Director

              


      

      



      
        
           


        

        
          30

          
            

          

        

        
           


        

      

       

      
        	 
      	
                U.S. BANK, NATIONAL
      ASSOCIATION, as a 2008 Lender

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Caroline V. Krider

              
	 
      	 
      	
                Name:  Caroline
      V. Krider

              
	 
      	 
      	
                Title:
      Vice President & Senior Lender

              


      

       

      
        
           


        

        
          31

          
            

          

        

        
           


        

      

       

      
        	 
      	
                COMERICA BANK, as a 2008
      Lender

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	
                 /s/ Heather A. Whiting

              
	 
      	 
      	
                Name:  Heather
      A. Whiting

              
	 
      	 
      	
                Title:
      Vice President

              


      

       

      
        
           


        

        
          32

          
            

          

        

        
           


        

      

      


      
        	 
      	
                2005
      NOTEHOLDERS:

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                AMERICAN
      FAMILY LIFE INSURANCE COMPANY

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Phillip Hannifin

              
	 
      	 
      	
                Name:
      Phillip Hannifin

              
	 
      	 
      	
                Title: Investment
      Director

              


      


      
        
           


        

        
          33

          
            

          

        

        
           


        

      

      


      
        	 
      	
                MODERN
      WOODMEN OF AMERICA

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	
                 /s/ Douglas A. Pannier

              
	 
      	 
      	
                Name:  Douglas
      A. Pannier

              
	 
      	 
      	
                Title:
      Portfolio Manager - Private
      Placements

              


      

      



      
        
           


        

        
          34

          
            

          

        

        
           


        

      

       

      
        	 
      	
                THE
      PRUDENTIAL LIFE INSURANCE COMPANY LTD.

              
	 	 
	 	 
	 
      	
                By:

              	
                 Prudential
      Investment Management (Japan), Inc.,

              
	 
      	 
      	
                as
      Investment Manager

              
	 	 	 
	 
      	
                By:

              	
                 Prudential
      Investment Management, Inc.,

              
	 
      	 
      	
                as
      Sub-Adviser

              
	 	 	 
	 
      	
                By:

              	
                 /s/ illegible

              
	 
      	 
      	
                Title:
      Vice President

              
	 	 	 
	 	 	 
	 
      	
                PRUDENTIAL
      RETIREMENT INSURANCE AND ANNUITY COMPANY

              
	 	 
	 	 
	 
      	
                 

              	 
      
	 
      	
                By:

              	
                 Prudential
      Investment Management, Inc.,

              
	 
      	 
      	
                as
      investment manager

              
	 	 	 
	 
      	
                By:

              	
                /s/
      illegible

              
	 
      	 
      	
                Title:
      Vice President

              
	 	 	 
	 
      	 
      	 
      
	 
      	
                MTL
      INSURANCE COMPANY

              
	 	 
	 	 
	 
      	
                By:

              	
                 Prudential
      Private Placement Investors, L.P.

              
	 
      	 
      	
                (as
      Investment Advisor)

              
	 	 	 
	 
      	
                By:

              	
                 Prudential
      Private Placement Investors, Inc.

              
	 
      	 
      	
                (as
      its General Partner)

              
	 	 	 
	 
      	
                By:

              	
                 /s/ illegible

              
	 
      	 
      	
                Title:
      Vice President

              
	 	 	 
	 	 	 
	 
      	
                THE
      PRUDENTIAL INSURANCE COMPANY  OF AMERICA

              
	 	 
	 	 
	 
      	
                By:

              	
                 /s/ illegible

              
	 
      	 
      	
                Title:
      Vice President

              


      


      
        
           


        

        
          35

          
            

          

        

        
           


        

      

       

      
        	 
      	
                STANDARD
      INSURANCE COMPANY

              	 
      
	 	 	 
	 	 	 
	 
      	
                By:

              	
                /s/ Julie
      Grandstaff

              
	 
      	Name:
      	
                Julie
      Grandstaff

              
	 
      	Title:	
                Vice
      President & Managing
Director

              


      


      
        
           


        

        
          36

          
            

          

        

        
           


        

      

       

      
        	 
      	
                STATE
      FARM LIFE AND ACCIDENT ASSURANCE COMPANY

              
	 
      	 
      	 
      
	 	 	 
	 
      	
                By:

              	
                /s/ Julie
      Hoyer

              
	 
      	
                Name:

              	
                Julie
      Hoyer

              
	 
      	
                Title:

              	
                Senior
      Investment Officer

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Jeffrey T.
      Attwood

              
	 
      	
                Name:

              	
                Jeffrey
      T. Attwood

              
	 
      	
                Title:

              	
                Investment
      Officer

              
	 
      	 
      	 
      
	 	 
	 
      	
                STATE
      FARM LIFE INSURANCE COMPANY

              
	 	 	 
	 	 	 
	 
      	
                By:

              	
                /s/ Julie
      Hoyer

              
	 
      	
                Name:

              	
                Julie
      Hoyer

              
	 
      	
                Title:

              	
                Senior
      Investment Officer

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Jeffrey T.
      Attwood

              
	 
      	
                Name:

              	
                Jeffrey
      T. Attwood

              
	 
      	
                Title:

              	
                Investment
      Officer

              


      


      
        
           


        

        
          37

          
            

          

        

        
           


        

      

       

      
        	 
      	
                STATE
      OF WISCONSIN INVESTMENT BOARD

              
	 	 	 
	 	 	 
	 
      	
                By:

              	
                /s/ Christopher P.
      Prestigiacomo

              
	 
      	
                Name:

              	
                Christopher
      P. Prestigiacomo

              
	 
      	
                Title:

              	
                Portfolio
      Manager

              


      


      
        
           


        

        
          38

          
            

          

        

        
           


        

      

      


      
        	 
      	
                WOODMEN
      OF THE WORLD LIFE INSURANCE SOCIETY

              
	 	 	 
	 	 	 
	 
      	
                By:

              	
                /s/ James J.
      Stolze

              
	 
      	
                Name:

              	
                James
      J. Stolze

              
	 
      	
                Title:

              	
                Assistant
      Vice President

              


      


      
        
           


        

        
          39

          
            

          

        

        
           


        

      

      


      
        	 
      	
                2006 NOTEHOLDERS:

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                THE
      PRUDENTIAL INSURANCE COMPANY OF
      AMERICA

              
	 	 
	 
      	
                 

              	 
      
	 
      	
                By:

              	
                 /s/ illegible

              
	 
      	
                Title:

              	
                Vice
      President

              
	 	 	 
	 	 	 
	 
      	
                GIBRALTAR
      LIFE INSURANCE CO., LTD.

              
	 	 
	 	 
	 
      	
                By:

              	
                 Prudential
      Investment Management (Japan), Inc.

              
	 
      	 
      	
                as
      Investment Manager

              
	 	 	 
	 
      	
                By:

              	
                 Prudential
      Investment Management, Inc.,

              
	 
      	 
      	
                as
      Sub-Adviser

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/
      illegible

              
	 
      	
                Title:

              	
                Vice
      President

              
	 	 	 
	 	 	 
	 
      	
                PRUDENTIAL
      RETIREMENT INSURANCE AND ANNUITY COMPANY

              
	 	 
	 
      	 
      	 
      
	 
      	
                By:

              	
                 Prudential
      Investment Management, Inc.,

              
	 
      	 
      	
                as
      investment manager

              
	 	 	 
	 
      	
                By:

              	
                 /s/ illegible

              
	 
      	
                Title:

              	
                Vice
      President

              


      

       

      
        
           


        

        
          40

          
            

          

        

        
           


        

      

       

      
        	 
      	
                THE
      PRUDENTIAL INSURANCE COMPANY, LTD.

              
	 
      	
                 

              	 
      
	 	 	 
	 
      	
                By:

              	
                Prudential
      Investment Management (Japan), Inc.

              
	 
      	 
      	
                as
      Investment Manager

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                Prudential
      Investment Management, Inc.,

              
	 
      	 
      	
                as
      Sub-Adviser

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/
      illegible

              
	 
      	
                Title:

              	
                Vice
      President

              
	 	 	 
	 	 	 
	 
      	
                AMERICAN
      BANKERS INSURANCE COMPANY OF FLORIDA, INC.

              
	 
      	
                AMERICAN
      MEMORIAL LIFE INSURANCE COMPANY

              
	 
      	
                AMERICAN
      SECURITY INSURANCE COMPANY

              
	 
      	
                TIME
      INSURANCE COMPANY

              
	 
      	
                UNION
      SECURITY INSURANCE COMPANY

              
	 
      	
                SECURITY
      BENEFIT LIFE INSURANCE COMPANY, INC.

              
	 
      	
                ZURICH
      AMERICAN INSURANCE COMPANY

              
	 	 
	 
      	 
      
	 
      	
                By:.

              	
                Prudential
      Private Placement Investors, L.P

              
	 
      	 
      	
                (as
      Investment Advisor)

              
	 	 	 
	 
      	
                By:.

              	
                Prudential
      Private Placement Investors, Inc

              
	 
      	 
      	
                (as
      its General Partner)

              
	 	 	 
	 
      	
                By:

              	
                /s/
      illegible

              
	 
      	
                Title:

              	
                Vice
      President

              


      


      
         

        
          41

          
            

          

        

        
          
             

  

        

      

       

      
        	 
      	
                TEACHERS
      INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

              
	 	 	 
	 
      	
                 

              	 
      
	 
      	
                By:

              	
                /s/ Brian
      Roelke

              
	 
      	
                Name:

              	
                Brian
      Roelke

              
	 
      	
                Title:

              	
                Director

              


      


      
        
           


        

        
          42

          
            

          

        

        
           


        

      

       

      
        	 
      	
                COUNTRY
      LIFE INSURANCE COMPANY

              
	 	 	 
	 	 	 
	 
      	
                By:
      

              	/s/ John Jacobs
	 
      	
                Name:

              	
                John
      Jacobs

              
	 
      	
                Title:

              	
                Director
      – Fixed Income

              


      

       

      
        
           


        

        
          43

          
            

          

        

        
           


        

      

       

      
        	 
      	
                STANDARD
      INSURANCE COMPANY

              
	 	 	 
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Julie
      Grandstaff

              
	 
      	
                Name:

              	
                Julie
      Grandstaff

              
	 
      	
                Title:

              	
                Vice
      President & Managing
Director

              


      


      
        
           


        

        
          44

          
            

          

        

        
           


        

      

      


      CONSENT AND
AGREEMENT

      


      Each of the undersigned hereby consents
to the provisions of the above Collateral Agency and Intercreditor Agreement
(the "Agreement") and the transactions contemplated thereby and agrees to be
bound by any terms or provisions applicable to it, but any amendment of the
Agreement not consented to in writing by each of the undersigned shall not
affect the obligations of the undersigned under the
Agreement.  Without limiting the foregoing, each of the undersigned
further agrees (i) that, by reason of any re-allocation of any Secured
Obligation Distributions or any other adjustments and transfers among the
Secured Parties of any of the Secured Obligations under the Agreement, any
payments or distributions received by any party to the Agreement which must be
paid over to the other party thereto shall reduce the Secured Obligations of the
undersigned to the party to whom such payments and distributions must be paid
over to and shall not restore, and not reduce, the Secured Obligations of such
party which must pay over such payments or distributions by the amount thereof
(and the undersigned acknowledge that the obligation of the undersigned for such
restored Secured Obligations shall be reinstated), and (ii) to recognize all
priorities and other rights granted by the Agreement to the parties
thereto.

      


      The Company and the Guarantors jointly
and severally agree to pay or reimburse the Collateral Agent for the payment of
(i) the reasonable fees and expenses of counsel to the Collateral Agent, in
connection with the preparation, execution, delivery and administration of the
Agreement and the Collateral Documents and the con­summation of the
transactions contemplated hereby, and in connection with advising the Collateral
Agent as to its rights and responsibilities with respect thereto, and in
connection with any amendments, waivers or consents in connection therewith,
(ii) all stamp and other taxes and fees payable or determined to be payable in
connection with the execution, delivery, filing or recording of the Agreement,
the Collateral Documents, and the consummation of the transactions contemplated
hereby, and any and all liabilities with respect to or resulting from any delay
in paying or omitting to pay such taxes or fees, and (iii) all reasonable costs
and expenses of the Collateral Agent (including reasonable fees and expenses of
counsel and whether incurred through negotiations, legal proceedings or
otherwise) in connection with any enforcement of, or the exercise or
preservation of any rights under, the Agreement or any of the Collateral
Documents.  The Company and the Guarantors jointly and severally agree
to pay the Collateral Agent all reasonable fees and expenses of the Collateral
Agent in connection with its administration and monitoring of the
Collateral.  The Company and the Guarantors jointly and severally
hereby indemnify and shall hold the Collateral Agent and its officers,
directors, employees and agents, harmless from and against any and all claims,
damages, losses, liabilities, costs or expenses whatsoever which the Collateral
Agent or any such Person may incur or which may be claimed against any of them
with respect to the execution, delivery, enforcement, performance and
administration of the Agreement or any Collateral Document; provided, however,
the Company and the Guarantors shall not be liable for any of the foregoing to
the extent any of the foregoing is found in a final non-appealable judgment by a
court of competent jurisdiction to have resulted solely from the gross
negligence or willful misconduct of the Collateral Agent.

      


      Capitalized terms used but not defined
herein shall have the meanings ascribed thereto in the
Agreement.


      
        
           


        

        
          45

          
            

          

        

        
           


        

      

      


      IN
WITNESS WHEREOF, the Company and the Guarantors have caused this Consent and
Agreement to be executed as of the date first above written.

      


      


      
        	 
      	
                MODINE
      MANUFACTURING COMPANY

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Bradley C.
Richardson

              
	 
      	
                Name:

              	
                 Bradley
      C. Richardson

              
	 
      	
                Title:

              	
                Executive
      Vice President – Corporate

              
	 
      	
                 

              	
                Strategy
      and Chief Financial Officer

              
	 
      	 
      	 
      
	 
      	
                MODINE,
      INC.

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ William K. Langan

              
	 
      	
                Name:

              	
                William
      K. Langan

              
	 
      	
                Title:

              	
                 President

              
	 
      	 
      	 
      
	 
      	
                MODINE
      ECD, INC.

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Bradley C.
Richardson

              
	 
      	
                Name:

              	
                 Bradley
      C. Richardson

              
	 
      	
                Title:

              	
                Vice
      President/Assistant Treasurer

              


      

       

      46