NB
      SUPPLY
      MANAGEMENT CORP.

     

    as
      Manager,

     

    and

     

    GAC
      SUPPLY, LLC,

     

    as
      Supply

     

    ______________________________________

     

    AMENDED
      AND RESTATED SUPPLY
      MANAGEMENT AGREEMENT

    ______________________________________

     

    Dated
      as
      of August 15, 2008

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          
TABLE
          OF CONTENTS

      

    

     

    
      	 	 	
              Page

            
	 	 	 
	
              ARTICLE
                I.

            	
              DEFINITIONS

            	
              1

            
	 	 	 
	
              Section
                1.1

            	
              Defined
                Terms

            	
              1

            
	 	 	 
	
              ARTICLE
                II.

            	
              DUTIES
                OF THE MANAGER

            	
              2

            
	 	 	 
	
              Section
                2.1

            	
              Nature
                of Management Services

            	
              2

            
	 	 	 
	
              Section
                2.2

            	
              Manager
                Fee

            	
              4

            
	 	 	 
	
              Section
                2.3

            	
              Modifications,
                Amendments and Consents With Respect to the Supply Assets

            	
              5

            
	 	 	 
	
              ARTICLE
                III.

            	
              EFFECTIVE
                DATE

            	
              5

            
	 	 	 
	
              ARTICLE
                IV.

            	
              DEPOSIT
                OF COLLECTIONS

            	
              5

            
	 	 	 
	
              ARTICLE
                V.

            	
              REPRESENTATIONS
                AND WARRANTIES OF THE MANAGER

            	
              6

            
	 	 	 
	
              Section
                5.1

            	
              Representations
                and Warranties

            	
              6

            
	 	 	 
	
              ARTICLE
                VI.

            	
              COVENANTS
                OF THE MANAGER

            	
              9

            
	 	 	 
	
              Section
                6.1

            	
              Covenants

            	
              9

            
	 	 	 
	
              ARTICLE
                VII.

            	
              MANAGER
                TERMINATION EVENT

            	
              13

            
	 	 	 
	
              Section
                7.1

            	
              Manager
                Termination Event

            	
              13

            
	 	 	 
	
              Section
                7.2

            	
              Termination
                of Manager

            	
              15

            
	 	 	 
	
              Section
                7.3

            	
              Appointment
                of Successor

            	
              15

            
	 	 	 
	
              Section
                7.4

            	
              Back-up
                Manager

            	
              16

            
	 	 	 
	
              ARTICLE
                VIII.

            	
              MISCELLANEOUS

            	
              16

            
	 	 	 
	
              Section
                8.1

            	
              Notices

            	
              16

            
	 	 	 
	
              Section
                8.2

            	
              Entire
                Agreement

            	
              16

            
	 	 	 
	
              Section
                8.3

            	
              Severability

            	
              17

            
	 	 	 
	
              Section
                8.4

            	
              CONSENT
                TO JURISDICTION

            	
              17

            
	 	 	 
	
              Section
                8.5

            	
              Waiver
                of Jury Trial

            	
              17

            
	 	 	 
	
              Section
                8.6

            	
              Further
                Assurances

            	
              17

            
	 	 	 
	
              Section
                8.7

            	
              Amendments;
                Waivers

            	
              17

            
	 	 	 
	
              Section
                8.8

            	
              Successors
                and Assigns

            	
              18

            
	 	 	 
	
              Section
                8.9

            	
              Severability
                of Provisions

            	
              18

            
	
               

            	
               

            	 
	
              Section
                8.10

            	
              No
                Bankruptcy Petition

            	
              19

            
	 	 	 
	
              Section
                8.11

            	
              Relationship
                of Parties

            	
              19

            


    

     

    
      
        -i-

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              Section
                8.12

            	
              Limitation
                on Liability; Indemnity

            	
              19

            
	 	 	 
	
              Section
                8.13

            	
              Errors
                and Omissions Insurance

            	
              19

            
	
               

            	
               

            	 
	
              Section
                8.14

            	
              Governing
                Law

            	
              20

            
	
               

            	 	 
	
              Section
                8.15

            	
              Counterparts

            	
              20

            
	
               

            	 	 
	
              Section
                8.16

            	
              Limitation
                on Payment

            	
              20

            
	
               

            	 	 
	
              Section
                8.17

            	
              Separate
                Identity Provisions

            	
              20

            
	 	 	 
	
              Section
                8.18

            	
              Status
                of Parties

            	
              21

            
	 	 	 
	
              Section
                8.19

            	
              Limitations
                on Authority

            	
              21

            
	 	 	 
	
              Section
                8.20

            	
              Headings
                and Captions

            	
              21

            
	 	
               

            	 
	
              Section
                8.21

            	
              Third
                Party Beneficiary

            	
              21

            
	 	 	 
	
              Section
                8.22

            	
              Effect
                on Amended and Restated Supply Management Agreement;
                Acknowledgement

            	
              21

            


    

     

    
      Exhibit
        A: [Reserved]

       

      Exhibit
        B: Power of Attorney

       

      Exhibit
        C: Form of Manager Report

       

      Exhibit
        D: Litigation

       

      Schedule
        1: Insurance

      

        
          
            -ii-

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

    

    AMENDED
      AND RESTATED SUPPLY MANAGEMENT AGREEMENT

     

    This
      AMENDED AND RESTATED SUPPLY MANAGEMENT AGREEMENT is dated as of August 15,
      2008
      (this “Supply
      Management Agreement”),
      and
      is by and between NB SUPPLY MANAGEMENT CORP., a Delaware corporation (the
“Manager”)
      and
      GAC SUPPLY, LLC, a Delaware limited liability company (“Supply”).

     

    PRELIMINARY
      STATEMENT

     

    As
      of the
      date of this Supply Management Agreement, Supply owns the Assets (the
“Supply
      Assets”)
      as set
      forth in that certain Security Agreement Supplement, dated as of the date
      hereof, by and among Supply, NexCen Holding Corporation, GAC Manufacturing,
      LLC
      (“Manufacturing”)
      and
      BTMU Capital Corporation (the “GAC
      Supply and Manufacturing Security Agreement Supplement”);
      Supply and Manufacturing have entered into that certain Manufacturing Agreement,
      dated as of January 29, 2008 (the “Manufacturing
      Agreement”)
      pursuant to which Manufacturing shall provide dough to Supply; and Supply and
      GAC Franchising, LLC have entered into that certain Supply and License
      Agreement, dated as of January 29, 2008 (the “Supply
      and License Agreement”)
      pursuant to which Supply shall be the exclusive provider of dough to GAC
      Franchising, LLC’s franchisees.

     

    Supply
      has requested that the Manager provide certain management services and assist
      and advise in the management of the Supply Assets and the performance of the
      duties of Supply under the Manufacturing Agreement, the Supply and License
      Agreement and other Transaction Documents to which Supply is party.

     

    This
      Supply Management Agreement hereby amends and restates in its entirety that
      certain Supply Management Agreement, dated as of January 29, 2008 (the “Original
      Management Agreement”), by and between the parties hereto. By executing this
      Supply Management Agreement, each of the parties hereto consent to such
      amendment.

     

    NOW,
      THEREFORE, in consideration of the premises and of the mutual covenants herein
      contained and for other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, the parties hereto agree as
      follows:

     

    ARTICLE
      I.

     

    DEFINITIONS

     

    Section
      1.1 Defined
      Terms.

     

    (a) Except
      as
      otherwise expressly provided herein or unless the context otherwise requires,
      the capitalized terms used, but not defined, herein shall have the respective
      meanings specified in the Standard Definitions attached to the Security
      Agreement as Appendix A. The definitions of such terms are equally applicable
      both to the singular and plural forms of such terms.

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    (b) All
      references in this instrument to designated “Articles,” “Sections,”
“Subsections” and other subdivisions are to the designated Articles, Sections,
      Subsections and other subdivisions of this instrument as originally executed
      or
      if amended or supplemented, as so amended and supplemented. The words “herein,”
“hereof,” “hereunder” and other words of similar import refer to this Supply
      Management Agreement as a whole and not to any particular Article, Section,
      Subsection or other subdivision. The words “including” and “include” shall be
      deemed to be followed by the words “without limitation”. References to Persons
      herein shall be deemed to include their permitted successors and assigns.
      Additionally, and for the avoidance of doubt, all references to “NexCen Brands”
shall be deemed to refer to any entity, including any other Affiliate thereof,
      into which NexCen Brands shall merge, or consolidate, or to which NexCen Brands
      shall contribute, sell, or otherwise transfer any material portion of its assets
      or liabilities.

     

    ARTICLE
      II.

     

    DUTIES
      OF THE MANAGER

     

    Section
      2.1 Nature
      of Management Services.

     

    (a) Management
      Services.
      Supply
      hereby appoints the Manager, as manager, to provide the Management Services.
      The
      Manager hereby agrees to such appointment. The Manager hereby agrees to perform
      all of the following services (the “Management
      Services”)
      at its
      sole cost and expense, except as may otherwise be provided herein, and in
      accordance with the standards set forth in Section
      2.1(b)
      hereof,
      for the benefit of Supply including:

     

    
      	 	
              (i)

            	
              to
                pursue the business strategy chosen by Supply to maximize the value
                of the
                Supply Assets;

            


    

     

    
      	 	
              (ii)

            	
              to
                cause Supply to enter into, enforce its rights under and comply with
                the
                provisions of the Manufacturing Agreement and the Supply and License
                Agreement and the other Transaction Document to which it is a party
                and
                from time to time, to take reasonable steps to negotiate, amend and/or
                renew the terms of the Manufacturing Agreement and the Supply and
                License
                Agreement consistent with the exercise of sound business
                judgment;

            


    

     

    
      	 	
              (iii)

            	
              to
                coordinate distribution of product sold to franchisees pursuant to
                the
                Supply and License Agreement, and to bill and collect accounts receivable
                from franchisees in connection with the
                same;

            


    

     

    
      	 	
              (iv)

            	
              to
                cause Supply to enter into, enforce its rights under and comply with
                the
                provisions of a Back-Up Manufacturing Agreement in a form and on
                terms
                acceptable to the Agent in accordance with Section 2.6 of the GAC
                Supply
                and Manufacturing Security Agreement
                Supplement;

            


    

     

    
      	 	
              (v)

            	
              to
                manage the affairs and take all such action as may be necessary to
                cause
                Supply to be in compliance with its obligations under the Transaction
                Documents, including with respect to the deposit of all Collections
                into
                the appropriate accounts as required by the provisions of the Security
                Agreement and the disbursement of monies as set forth in Sections
                6.6 and
                14.1 of the Security Agreement;

            



      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              (vi)

            	
              to
                Manage the Supply Assets;

            


    

     

    
      	 	
              (vii)

            	
              to
                protect and defend the Supply
                Assets;

            


    

     

    
      	 	
              (viii)

            	
              to
                enforce and collect payment of the amount owing on each Receivable
                or with
                respect to any other amounts to supply under any agreement or otherwise
                (“Other Amounts”);

            


    

     

    
      	 	
              (ix)

            	
              to
                respond to inquiries of Obligors with respect to the Receivables
                or Other
                Amounts;

            


    

     

    
      	 	
              (x)

            	
              to
                enforce the terms of all Contracts related to the Receivables or
                Other
                Amounts, to the extent authorized, in accordance with the terms of
                such
                Contracts and the terms of the Transaction
                Documents;

            


    

     

    
      	 	
              (xi)

            	
              to
                maximize income derived from the Supply Assets or Other Collateral
                and, in
                doing so, avoid impairing the value of the Supply Assets or the Other
                Collateral;

            


    

     

    
      	 	
              (xii)

            	
              to
                maintain separate, complete and accurate books and records with respect
                to
                all transactions contemplated hereunder in connection with the Supply
                Assets and the Other Collateral;

            


    

     

    
      	 	
              (xiii)

            	
              to
                deliver electronically or otherwise to any Back up Manager, the Agent
                and
                Supply on a calendar quarterly basis an informational listing of
                any
                additions, subtractions or changes to the Assets or any new Contracts,
                the
                date of any new Contract and a summary of its key terms and, also,
                hard
                copies of all documents evidencing new Supply Assets together with
                material amendments to, or extensions of, existing Supply
                Assets;

            


    

     

    
      	 	
              (xiv)

            	
              to
                take any and all actions on behalf of Supply which may be necessary,
                required, convenient or incidental to cause the business to be conducted
                utilizing the Supply Assets and the Other Collateral to comply with
                all
                Applicable Laws and regulations, and to take all reasonable steps
                in this
                regards;

            


    

     

    
      	 	
              (xv)

            	
              to
                comply, on behalf of Supply, as applicable, in all material respects,
                with
                all obligations, if any, under any Contract to which Supply is a
                party;
                and

            


    

     

    
      	 	
              (xvi)

            	
              to
                record ownership changes, and other conveyances, in connection with
                the
                Supply Assets.

            


    

     

    The
      list
      of Management Services may be amended from time to time by mutual agreement
      of
      the Manager and Supply, but subject to the prior written consent of the
      Agent.

     

    
      
        
          
          

        

        
          -3-

          
            

          

        

        
          
          

        

      

    

     

    (b) Manager’s
      Standard of Performance.
      The
      Manager shall exercise commercially reasonable efforts in performing the
      Management Services and shall perform the Management Services in accordance
      with
      industry practice, the express terms of this Supply Management Agreement and
      Applicable Law and with at least the same care, prudence, skill and diligence
      as
      the Manager would employ in the management of its own assets or any other assets
      that it manages.

     

    (c) Discretionary
      Powers.
      The
      Manager shall exercise all discretionary powers involved in connection with
      the
      Management Services subject to the terms hereof, and shall pay all costs and
      expenses incurred in connection therewith that may be necessary or advisable
      for
      the carrying out of the transactions contemplated by this Supply Management
      Agreement. The Manager may, for its own account, seek the assistance of other
      parties in carrying out its duties hereunder.

     

    (d) Approvals.
      The
      Manager shall consult with and obtain written approval from Supply for any
      action in connection with the Supply Assets that is not in the ordinary course
      of the Management Services. The Manager shall not take any action pursuant
      to
      this Supply Management Agreement on behalf of Supply which is inconsistent
      with,
      or would cause Supply, the Issuer, NexCen Brands or any of their Affiliates
      to
      violate, the Transaction Documents.

     

    (e) Legal
      Proceedings.
      The
      Manager is hereby authorized, empowered, and agrees, in accordance with
Section
      2.1(b)
      and
      consistent with past practice to commence, at Supply’s sole cost and expense in
      its own name or in the name of Supply, and to pursue legal proceedings relating
      to any aspect of the Supply Assets or Other Amounts. The Manager is hereby
      further authorized and empowered to determine whether and where to bring
      litigation, to retain counsel on a contingency fee or other basis to enforce
      Supply’s rights in the Supply Assets and to protect the value of the Supply
      Assets and to obtain judgments with respect thereto. Supply shall take any
      and
      all such actions that the Manager may deem necessary or appropriate to enable
      the Manager to carry out its duties under this Supply Management Agreement.
      If,
      in any legal proceeding, it shall be determined that the Manager may not enforce
      Supply’s rights in the Supply Assets and to protect the value of the Supply
      Assets on the ground that is not a real party in interest or a holder entitled
      to enforce Supply’s rights in the Supply Assets or Other Amounts and to protect
      the value of the Supply Assets, Supply, shall, at its expense, take such steps
      as the Manager deems reasonably necessary to enforce Supply’s rights in the
      Supply Assets or Other Amounts and/or to protect the value of the Supply Assets,
      including bringing suit in its own name or joining the action as a
      party.

     

    (f) Principal
      Place of Business.
      All
      activities hereunder by the Manager and its employees shall be conducted from
      the Manager’s principal place of business identified in Section
      8.1
      hereof,
      or at such other location as to which Supply and the Agent are provided thirty
      (30) days’ prior written notice.

     

    Section
      2.2 Manager
      Fee.
      As
      compensation for the performance of the Management Services, the Manager shall
      be entitled to the applicable Manager Fee, as provided in the Security
      Agreement. The Manager represents that the Manager Fee is not more or less
      than
      the fee that is customarily paid in arm’s length transactions for similar
      services. The Manager shall not be entitled to any other amounts for its
      services hereunder other than the Manager Fee. The
      Manager shall have the right, but not the obligation, to advance all Operating
      Expenses, provided, however, that the Manager shall not make any such advance
      if
      the Manager reasonably determines that such advance would not be ultimately
      recoverable from the Collections. On any Payment Date on which there is
      insufficient Distributable Cash in accordance with Section 14.1(a) of the
      Security Agreement to pay the Subordinate Manager Fee, in whole or in part,
      on
      such Payment Date, the Manager shall have the right to receive funds from the
      Held Collections Account to pay such shortfall in the Subordinate Manager Fee
      for the related Collection Period in accordance with, and to the extent amounts
      are available for such purpose under Section 14.1(b)(i) of the Security
      Agreement.


    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    Section
      2.3 Modifications,
      Amendments and Consents With Respect to the Supply Assets.
      Except
      as provided in Section
      2.1(d),
      the
      Manager shall not agree to any modification, waiver or amendment of any term
      of
      any material element of any agreements with respect to the Supply Assets or
      Other Collateral or to any extension of a Contract, if such modification, waiver
      or amendment, individually or together with all modifications, waivers or
      amendments previously made, shall reasonably be expected to result in a Material
      Adverse Change without the prior written consent of Supply and the Agent;
      provided, however, that the Manager shall not make any modification, waiver
      or
      amendment to any Covered Material Contract in any material respect that is
      adverse or could reasonably be expected to be adverse to Supply without the
      prior written consent of Supply and the Agent.

     

    (a) Power
      of Attorney.
      So long
      as this Supply Management Agreement is in effect, Supply hereby irrevocably
      constitutes and appoints the Manager and any officer thereof with full power
      of
      substitution, as its true and lawful attorney-in-fact with full power and
      authority to act in the place and stead of Supply, and in the name of Supply
      or
      in its own name, from time to time in the Manager’s discretion, for the purpose
      of administering the Supply Assets, the business related to administering the
      Supply Assets and providing the Management Services in accordance with the
      terms
      of this Supply Management Agreement, and will execute the power of attorney
      in
      the form attached hereto as Exhibit
      B.

     

    ARTICLE
      III.

     

    EFFECTIVE
      DATE

     

    This
      Supply Management Agreement shall become effective as of the date hereof and,
      except as provided in Article
      VII,
      shall
      continue in force on a calendar year to calendar year basis unless terminated
      in
      writing by either party on or before December 1 of any calendar year, but not
      earlier than the date after the date on which all Secured Obligations are
      indefeasibly paid in full in cash (other than with respect to any indemnity
      obligations or obligations under any Transaction Document that by their terms
      survive the termination thereof).

     

    ARTICLE
      IV.

     

    DEPOSIT
      OF COLLECTIONS

     

    All
      Collections are the property of Supply. All Collections and Other Amounts
      received by the Manager shall be deposited into Supply’s Co-Issuer Collection
      Account or Supply’s Co-Issuer Lockbox Account, or as otherwise directed, in
      writing by Supply (acting with the consent of the Agent), and the Manager shall
      direct all franchisees to make such deposits of Collections directly to Supply’s
      Co-Issuer Lockbox Account; provided,
      however,
      if,
      notwithstanding such direction, any proceeds of the Supply Assets shall come
      into the possession or control of the Manager or its agents, the Manager shall
      hold such proceeds, or cause the same to be held, in the form received, in
      trust
      for Supply and, within one (1) Business Day after receipt thereof, cause the
      same to be deposited into Supply’s Co-Issuer Collection Account.

     

    
      
        
          
          

        

        
          -5-

          
            

          

        

        
          
          

        

      

    

     

    ARTICLE
      V.

     

    REPRESENTATIONS
      AND WARRANTIES OF THE MANAGER

     

    Section
      5.1 Representations
      and Warranties.
      The
      Manager as of the Restatement Date and each Payment Date represents and warrants
      to, and in favor of Supply and the Agent that:

     

    (a) Organization,
      Power, Qualification.
      The
      Manager (i) is a Delaware corporation, duly organized, validly existing and
      in
      good standing, (ii) has the corporate power, legal right and authority to own
      its properties and to carry on its business as now being and hereafter proposed
      to be conducted and (iii) is, and always has been, duly qualified and is in
      good
      standing and authorized to do business in each jurisdiction in which the
      character of its properties or the nature of its business requires such
      qualification or authorization and the failure to be so qualified could,
      individually or in the aggregate, reasonably be expected to result in a Material
      Adverse Change.

     

    (b) Authorization,
      Enforceability.
      The
      Manager (i) has the corporate power, and (ii) has taken all necessary action
      to
      authorize it to execute, deliver and perform this Supply Management Agreement
      in
      accordance with its terms and to consummate the transactions contemplated
      hereby. This Supply Management Agreement has been duly executed and delivered
      by
      the Manager and is a legal, valid and binding obligation of the Manager,
      enforceable in accordance with its terms, subject, as to enforcement of
      remedies, to any applicable bankruptcy, insolvency or other similar law
      affecting the enforcement of creditors’ rights and secured parties generally,
      and subject to the limitation that the availability of the remedy of specific
      performance or injunctive relief is subject to the discretion of the court
      before which any proceeding therefor may be brought.

     

    (c) Non-Contravention.
      The
      execution, delivery and performance of this Supply Management Agreement in
      accordance with its terms and the consummation of the transactions contemplated
      hereby by the Manager do not and will not (i) require any consent or approval
      or
      authorization of, or giving notice to, any Person, except for consents and
      approvals that have already been obtained or notices that have been duly given,
      (ii) violate any Applicable Law, (iii) conflict with, result in a breach of,
      or
      constitute a default under its Organizational Documents, or conflict with,
      result in a breach of a material provision under (with or without notice or
      lapse of time or both) any agreement or other instrument, to which the Manager
      is a party or by which it or any of its properties or assets may be bound,
      which
      conflict, breach or default would have a material adverse effect on the
      business, assets, liabilities, condition (financial or otherwise), results
      of
      operations or prospects of the Manager or on the ability of the Manager to
      perform any of its obligations under this Supply Management Agreement, or (iv)
      result in or require the creation or imposition of any Liens upon or with
      respect to any property now owned or hereafter acquired by the
      Manager.

     

    
      
        
          
          

        

        
          -6-

          
            

          

        

        
          
          

        

      

    

     

    (d) Compliance
      with Law.

     

    
      	 	
              (i)

            	
              The
                Manager is, and always has been, in compliance with all Applicable
                Laws,
                including without limitation those relating to ERISA and Taxes, except
                where non-compliance, individually or in the aggregate, could not
                reasonably be expected to result in a Material Adverse
                Change.

            


    

     

    
      	 	
              (ii)

            	
              Except
                as previously set forth on Schedule VIII to the Security Agreement,
                the
                Manager, to the Manager’s knowledge, is not, and never has been, under
                investigation with respect to any violation of any Applicable Law,
                regulation, order or requirement relating to any of the foregoing
                in
                connection with its respective
                business.

            


    

     

    
      	 	
              (iii)

            	
              There
                does not currently exist, nor has there existed at any time since
                its
                formation, any threatened or actual dispute between the Manager and
                any of
                its outside accountants, auditors or other financial
                advisors.

            


    

     

    
      	 	
              (iv)

            	
              Neither
                the Manager nor any of its officers or agents, nor any Person acting
                on
                behalf of any of them, have made any illegal or improper payment
                to, or
                provided any illegal or improper benefit or inducement for, any
                governmental official, union official, supplier, customer, union
                or other
                Person, in an attempt to influence any such Person to take or to
                refrain
                from taking any action relating to the Manager, Supply or the business
                of
                the Manager, Supply or to engage in any action by or on behalf of
                any of
                them in any way, or paid any bribe, payoff, influence payment, kickback
                or
                other unlawful payment. Neither the Manager nor any of the officers
                or
                agents of the Manager or any Person acting on behalf of any of them,
                have
                taken any action that violates the Foreign Corrupt Practices Act.
                The
                Manager has at all times been in compliance with all Applicable Laws
                relating to export control and trade embargoes. To the Manager’s
                knowledge, no product sold or service provided by the Manager or
                Supply
                during the last five years has been, directly or indirectly, sold
                to or
                performed on behalf of any country where such sale of products or
                provision of services is prohibited by OFAC, the Department of Treasury
                or
                other U.S. governmental authority.

            


    

     

    (e) Litigation.
      There
      is no, and never has been, action, suit or proceeding pending or, to the
      knowledge of the Manager, threatened against the Manager or any of its
      properties or assets in any court or before any arbitrator of any kind or before
      or by any Governmental Authority which, if decided adversely to the Manager,
      would reasonably be expected to result in a Material Adverse
      Change.

     

    (f) Governmental
      Regulation.
      The
      Manager is not required to obtain any consent, approval, authorization, permit
      or license from, or effect any filing or registration with, any Governmental
      Authority in connection with the execution, delivery and performance, in
      accordance with its respective terms, of this Supply Management
      Agreement.

     

    
      
        
          
          

        

        
          -7-

          
            

          

        

        
          
          

        

      

    

     

    (g) Investment
      Company.
      The
      Manager is not, and has never been, an “investment company” within the meaning
      of the Investment Company Act.

     

    (h) Bankruptcy.
      The
      Manager is not, and has never been, a debtor in a bankruptcy case.

     

    (i) Absence
      of Default.
      The
      Manager is, and has always been, in compliance with all of the provisions of
      its
      Organizational Documents, as the same may have been amended or restated (or
      comparable constitutive documents) and no event has occurred, or failed to
      occur, which has not been remedied or waived, the occurrence or nonoccurrence
      of
      which constitutes, or which with the passage of time or giving of notice or
      both
      would constitute, (i) a Manager Termination Event or (ii) a default by the
      Manager under any agreement or other instrument, or any judgment, decree or
      order to which the Manager is a party or by which the Manager or any of its
      properties or assets may be bound, which default could, individually or in
      the
      aggregate, reasonably be expected to result in a Material Adverse
      Change.

     

    (j) Disclosure.
      The
      Manager has not failed to disclose any fact, circumstance or other information
      which could, either alone or in conjunction with all other such facts,
      circumstances and information, reasonably be expected to result in a Material
      Adverse Change; and to the Manager’s knowledge, there is no fact that has
      specific application to any of the Manager, Supply, NexCen Brands or any of
      their Affiliates (other than general economic or industry conditions) and that
      could, individually or in the aggregate, reasonably be expected to result in
      a
      Material Adverse Change. This representation shall not be affected by any
      investigation made by or on behalf of the Agent.

     

    (k) Information.
      All
      written information, reports and other papers and data furnished to the Agent,
      with respect to the Manager, shall be, at the time the same is so furnished,
      complete, true and correct in all material respects as and when
      made.

     

    (l) Taxes.
      The
      Manager has timely filed all tax returns (federal, state and local) which are
      required to be filed and has paid all taxes related thereto. There has been
      no
      waiver of any statutes of limitation in respect of taxes or agreement to any
      extension of time with respect to a tax assessment or deficiency of the Manager;
      there is no material claim, audit, action, suit or proceeding against or with
      respect to the Manager in any tax; the Manager has not received from any taxing
      authority any formal or informal (x) notice indicating an intent to open an
      audit or other review, (y) request for information related to tax matters or
      (z)
      notice of deficiency or proposed adjustment for any amount of tax proposed,
      asserted, or assessed by any taxing authority against the Manager.

     

    (m) Subsidiaries.
      As of
      the date hereof, there are no corporations, partnerships, limited liability
      companies, joint ventures or other business entities in which the Manager owns,
      of record or beneficially, a direct or indirect equity interest or contract
      or
      agreement, contingent or otherwise, to acquire the same.

     

    (n) Absence
      of Liabilities.
      The
      Manager has no Indebtedness.

     

    
      
        
          
          

        

        
          -8-

          
            

          

        

        
          
          

        

      

    

     

    (o) Supply
      Assets.
      The
      Manager does not have any interest in or own any of the Supply
      Assets.

     

    (p) Real
      Property.
      The
      Manager does not own any real property.

     

    (q) Insurance.
      The
      Manager has insurance in coverages and amounts that is prudent and customary
      for
      its business, including in the performance of its duties and undertakings
      contemplated hereunder and under the other Transaction Documents. All such
      insurance is primary coverage and all premiums therefor due have been paid
      in
      full. Schedule
      1
      sets
      forth a complete, true and correct list of all certificates of insurance,
      binders for insurance policies and insurance maintained by the Manager, or
      under
      which the Manager is the beneficiary of coverage.

     

    (r) Factual
      Assumptions.
      The
      factual assumptions identified in the opinion letter delivered by Baker &
McKenzie LLP or Kirkland & Ellis LLP on the Restatement Date or on any
      Funding Date with respect to certain bankruptcy matters are true and accurate
      as
      of such date with respect to the Manager.

     

    (s) Corporate
      Structure.
      The
      Manager is a wholly-owned subsidiary of NexCen Brands.

     

    ARTICLE
      VI.


     

    COVENANTS
      OF THE MANAGER

     

    Section
      6.1 Covenants.
      So long
      as this Supply Management Agreement remains in effect:

     

    (a) Financial
      Statements.
      As soon
      as practicable and in any event within forty-five (45) days after the end of
      each of its fiscal quarters and ninety (90) days after the end of each of its
      fiscal years, the Manager shall deliver to Supply and the Agent a statement
      of
      income and statement of cash flow for the Manager for such quarter and such
      year, as the case may be, setting forth in each case in comparative form the
      figures for the previous period, and a balance sheet of the Manager as at the
      end of such quarter and such year, as the case may be, all prepared by
      management of the Manager in accordance with GAAP (applied on a consistent
      basis) and certified as being complete, true and correct by the
      Manager.

     

    (b) Instruments.
      The
      Manager shall not take any action to cause any Receivable to be evidenced by
      any
      instrument (as defined in the UCC) or any title in bearer form except in
      connection with the enforcement or collection of a Receivable.

     

    (c) Information.
      From
      time to time and promptly upon request of Supply, the Issuer, any Back-up
      Manager or the Agent, the Manager shall deliver to the requesting party such
      information, reports and other papers and data regarding the business, assets,
      liabilities, financial condition or results of operations with respect to the
      Supply Assets as any requesting party may reasonably request, in each case
      in
      form and substance reasonably satisfactory to the requesting party.

     

    
      
        
          
          

        

        
          -9-

          
            

          

        

        
          
          

        

      

    

     

    Written
      information, reports and other papers and data furnished to Supply, any Back
      up
      Manager or the Agent by or on behalf of the Manager, shall be, at the time
      the
      same is so furnished, complete, true and correct in all material respects.
      This
      covenant shall not be affected by any investigation made by or on behalf of
      Supply or the Agent.

     

    (d) Company
      Existence; Governing Documents.
      The
      Manager will keep in full force and effect its existence and rights as a
      corporation under the laws of the State of Delaware and will obtain and preserve
      its qualification to do business in each jurisdiction in which such
      qualification is or shall be necessary to protect the validity and
      enforceability of this Supply Management Agreement. The Manager will not form
      or
      otherwise acquire the equity interests in any other Person unless the primary
      business purpose of such entity is consistent with, and in furtherance of,
      the
      business of Supply and other Co-Issuers who are parties to management agreements
      with the Manager.

     

    (e) Applicable
      Law.
      If the
      Grant by Supply of the first priority perfected security interests under the
      Security Agreement, or any portion or aspect thereof, requires any further
      approval, perfection or compliance with any Applicable Law or administrative
      rule, or shall be prohibited under or in violation of any Applicable Law or
      administrative rule, the Manager agrees to cause Supply, to do all things and,
      at its expense, to take all action reasonably necessary or advisable to obtain
      all such approvals and to accomplish such perfection or compliance, and/or
      expeditiously to remove any prohibition and cure any violation, so as to
      effectuate to the fullest extent permissible by law the entire security interest
      Granted under the Security Agreement.

     

    (f) No
      Liens.
      The
      Manager shall not create, incur, assume or suffer to exist any Lien upon or
      with
      respect to any property or assets of any kind of Supply other than Permitted
      Encumbrances.

     

    (g) Inspection.
      On a
      monthly basis and at any other time and from time to time, deemed necessary
      in
      the Agent’s or Supply’s (each in their sole discretion), the Manager shall
      permit Supply or the Agent, or their respective agents or representatives
      (including Agent’s Professionals and Consultants), during regular business hours
      and without charge and at the sole cost and expense of the Manager (provided
      that so long as no Manager Termination Event or Event of Default under the
      Security Agreement has occurred and has not been waived, such cost and expenses
      shall not exceed $500,000 per year): (i) to examine and make copies of and
      abstracts from the books and records (financial and corporate) of the Manager,
      insofar as they relate to the Supply Assets or its duties hereunder as Manager
      and (ii) to visit the offices and properties of the Manager for the purpose
      of
      examining such books and records and to discuss matters relating thereto and
      to
      the performance of the Manager under this Supply Management Agreement with
      any
      of the officers or employees of the Manager having knowledge of such
      matters.

     

    (h) Manager’s
      Report.
      On or
      before the tenth day after each Collection Period, the Manager shall deliver
      to
      Supply (with a copy to the Agent and any Back-up Manager) (i) a report,
      substantially in the form of Exhibit
      C
      attached
      hereto and (ii) an Officer’s Certificate of the Manager certifying that each of
      the representations and warranties in this Brand Management Agreement are
      complete, true and correct as of such date. The Manager Report shall include,
      without limitation, all payments made by (A) Supply to Manufacturing pursuant
      to
      the Manufacturing Agreement and (B) Supply to GAC Franchising, LLC pursuant
      to
      the Supply and License Agreement.

     

    
      
        
          
          

        

        
          -10-

          
            

          

        

        
          
          

        

      

    

     

    (i) Manager
      Not to Resign; No Assignment.

     

    
      	 	
              (i)

            	
              The
                Manager shall not resign from the respective duties and obligations
                hereby
                imposed on it except upon a determination by Supply, the Issuer and
                the
                Agent that by reason of a change in applicable legal requirements
                the
                continued performance by the Manager of its duties under this Supply
                Management Agreement would cause it to be in material violation of
                such
                legal requirements (i.e., requirements pursuant to law or regulation,
                rather than contractual), said determination to be evidenced by a
                an
                opinion of counsel to such effect.

            


    

     

    
      	 	
              (ii)

            	
              The
                Manager may not assign this Supply Management Agreement or any of
                its
                rights, powers, duties or obligations hereunder, without the prior
                written
                consent of Supply and the Agent.

            


    

     

    
      	 	
              (iii)

            	
              Except
                as provided in Sections
                7.2
                and 7.3,
                the duties and obligations of the Manager under this Supply Management
                Agreement shall continue until this Supply Management Agreement shall
                have
                been terminated as provided in Articles
                III
                and VII,
                and shall survive the exercise by Supply or the Agent of any right
                or
                remedy under this Supply Management Agreement, or the enforcement
                by
                Supply or the Agent of any provision of this Supply Management Agreement.
                The Manager shall continue to serve as Manager hereunder until such
                time
                as a successor shall be appointed and assume the duties of Manager
                hereunder.

            


    

     

    (j) Contracts.
      The
      Manager shall not, and shall not cause Supply to enter into or be a party to
      any
      agreement or instrument without the prior written consent of the Agent;
provided,
      however,
      that
      such consent of the Agent shall not be required for Supply to enter into
      contracts and agreements with third parties, entered into in the ordinary course
      of Supply’s business and that do not impair Supply’s ability to perform its
      obligations under the Manufacturing Agreement, the Supply and License Agreement
      and any other Transaction Documents.

     

    (k) Absence
      of Liabilities.
      The
      Manager will not incur any Indebtedness.

     

    (l) Insurance.
      The
      Manager shall maintain, or cause Supply to maintain, as applicable, with
      financially sound insurers with an S&P Credit Rating of not less than “BBB-”
and with a claims-paying ability rated not less than “A:VIII” by A.M. Best’s Key
      Rating Guide, insurance coverages customary for business operations of the
      type
      conducted in respect of the transactions contemplated by the Transaction
      Documents and the Supply Assets managed by the Manager. The Manager shall
      annually provide to the Agent evidence reasonably satisfactory to the Agent
      (which may be by cover note) that the insurance required to be maintained by
      the
      Manager and Supply hereunder is in full force and effect, by not later than
      December 31 of each calendar year. The Manager shall provide written notice
      to
      the Agent, within five (5) days of knowledge thereof, of any default, breach
      or
      condition, which with the giving of notice or the lapse of time, would
      constitute a default under, or breach of, any of its insurance
      policies.

     

    
      
        
          
          

        

        
          -11-

          
            

          

        

        
          
          

        

      

    

     

    (m) Taxes.
      The
      Manager shall, and shall on behalf of Supply (out of the portion of its Manager
      Fee related to such purpose), (i) pay all Taxes when due or payable, together
      with any interest or penalty, addition to tax or additional amount imposed
      thereon or in connection therewith, (ii) file, when due, all tax returns,
      statements, reports or forms required to be filed with any taxing authority
      and
      (iii) except for consolidated tax returns, not become, or permit itself to
      become, liable for the Taxes of any other person or entity, whether by contract,
      operation of law or otherwise. The Manager shall provide prompt (and in any
      event within three (3) Business Days) notice to the Agent of (x) any formal
      or
      informal notice from any taxing authority of any intent to open an audit or
      other review or (y) any claim, audit, action suit or proceeding against or
      with
      respect to the Manager or Supply in respect of any tax.

     

    (n) Litigation.
      The
      Manager, upon obtaining knowledge thereof, shall provide prompt (and in any
      event within three (3) Business Days) written notice to the Agent with respect
      to the threat or commencement of any material litigation, arbitration or
      administrative proceedings against Supply or any property included in the
      Collateral that could, individually or in the aggregate, reasonably be expected
      to result in a Material Adverse Change or a liability in any amount. In the
      event that any such litigation, arbitration or other proceeding shall have
      been
      commenced, the Manager shall keep the Agent informed on a regular basis as
      reasonably requested by the Agent regarding the same. The Agent shall be
      entitled, but not obligated, to consult with the Issuer, the Co-Issuers, the
      Manager, NexCen Brands and any of their Affiliates with respect to, and
      participate in the defense or resolution of, any such proceeding.

     

    (o) Bankruptcy.
      The
      Manager or any assignee or successor to the Manager or substantially all of
      the
      business of the Manager will not (i) voluntarily institute, or consent to the
      institution of, bankruptcy or insolvency proceedings, or file a petition seeking
      or consenting to reorganization or relief under any applicable federal or state
      law relating to bankruptcy, or seek or consent to the appointment of a receiver,
      liquidator, assignee, trustee, sequestrator (or other similar official) for
      it,
      or any substantial part of its assets, or make any assignment for the benefit
      of
      creditors, or admit in writing its inability to pay its debts generally as
      they
      become due, or take any corporate action in furtherance of any such action;
      or
      (ii) consolidate, merge, dissolve or liquidate, in whole or in
      part.

     

    (p) Factual
      Assumptions.
      The
      Manager shall not take any action which shall cause the factual assumptions
      identified in the opinion letter delivered by Baker & McKenzie LLP or
      Kirkland & Ellis LLP on any Funding Date and on the Restatement Date with
      respect to certain bankruptcy matters to no longer be true and accurate with
      respect to the Manager.

     

    (q) The
      Manager shall not terminate the employment of Michael Curtis without cause
      without the prior written consent of the Agent, to be granted in the Agent’s
      reasonable discretion, and shall receive prior written consent of the Agent,
      to
      be granted in the Agent’s reasonable discretion, in advance of any material
      amendment, modification or waiver that reduces or relieves any obligations
      of
      Michael Curtis under the Employment Contract.

     

    (r) Updated
      Information. The Manager shall promptly update (and in any event, at least
      once
      per calendar quarter) Exhibit
      D
      and
Schedule
      1
      hereto
      to the extent that any of the information contained therein has
      changed.

     

    
      
        
          
          

        

        
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    ARTICLE
      VII.

     

    MANAGER
      TERMINATION EVENT

     

    Section
      7.1 Manager
      Termination Event.
      Each of
      the following shall constitute a “Manager Termination Event”, whatever the
      reason for such event and whether it shall be voluntary or involuntary or be
      effected by operation of law or pursuant to any judgment or order of any court
      or any order, rule or regulation of any Governmental Authority or
      non-governmental body or otherwise:

     

    (a) the
      Manager shall fail, (i) within two (2) Business Days after the date the same
      is
      due, to deliver a Manager’s Report to Supply, any Back-up Manager and the Agent
      or (ii) within two (2) Business Days after receipt thereof, to remit or cause
      to
      be remitted to the related Co-Issuer Collection Account, or such other account
      as directed by Supply (with the consent of the Agent), any License Income or
      other Collections received by the Manager;

     

    (b) default
      in the performance, or breach, of any covenant of the Manager in this Supply
      Management Agreement (not referenced in clause (a) above), and continuance
      of
      such default or breach for a period of five (5) Business Days;

     

    (c) a
      failure
      of any representation or warranty of the Manager in this Supply Management
      Agreement to be complete, true and correct as and when made;

     

    (d) either
      (i) the filing of an involuntary case in respect of the Manager under the
      federal bankruptcy laws, as not or hereafter in effect, or any other present
      or
      future federal or state bankruptcy, insolvency or similar law, with no dismissal
      of such filing for a period of thirty (30) days or (ii) the entry of a decree
      or
      order for relief by a court having jurisdiction in respect of the Manager in
      an
      involuntary case under the federal bankruptcy laws, as now or hereafter in
      effect, or any other present or future federal or state bankruptcy, insolvency
      or similar law, or appointing a receiver, liquidator, assignee, trustee,
      custodian, sequestrator or other similar official of the Manager or of any
      substantial part of its property, or ordering the winding up or liquidation
      of
      the affairs of the Manager or any assignee or successor to the Manager or
      substantially all of the business of the Manager;

     

    (e) the
      commencement by the Manager of a voluntary case under the federal bankruptcy
      laws, as now or hereafter in effect, or any other present or future federal
      or
      state bankruptcy, insolvency or similar law, or the consent by the Manager
      to
      the appointment of or taking possession by a receiver, liquidator, assignee,
      trustee, custodian, sequestrator or other similar official of the Manager or
      any
      substantial part of its property or the making by the Manager of an assignment
      for the benefit of creditors or the failure by the Manager generally to pay
      its
      debts as such debts become due or the taking of action by the Manager in
      furtherance of any of the foregoing;

     

    (f) (i)
      either (A) a final non-appealable judgment shall be entered by any court against
      the Manager for the payment of money the uninsured portion of which, together
      with the uninsured portion of all other outstanding final non-appealable
      judgments against the Manager, exceeds $250,000 in the aggregate, or (B) a
      warrant of attachment or execution or similar process shall be issued or levied
      against any of the Manager’s $250,000 in the aggregate, and (ii) if, within
      thirty (30) days after the entry, issue or levy thereof, such judgment, warrant
      or process shall not have been paid or discharged or a bond satisfactory to
      the
      related court shall not have been posted;

     

    
      
        
          
          

        

        
          -13-

          
            

          

        

        
          
          

        

      

    

    


    (g) the
      Manager shall cease to carry on, or be enjoined, restrained or in way prevented
      by the order of any Governmental Authority from conducting, any material part
      of
      the business of the Manager;

     

    (h) the
      occurrence of an Event of Default under, and as defined in, the Security
      Agreement;

     

    (i) any
      report of material adverse findings from the SEC, any other regulatory body
      or
      Governmental Authority, or independent counsel in connection with an
      investigation, that either (i) may materially impair, or has materially
      impaired, the value of Assets or (ii) results, directly or indirectly in the
      delisting of NexCen Brand’s stock from the NASDAQ stock market;

     

    (j) Kenneth
      J. Hall is no longer employed as Chief Financial Officer or another officer
      having higher authority and responsibility for the management of NexCen Brands,
      and a replacement acceptable to Agent (which acceptance will not be unreasonably
      withheld) has not been named within sixty (60) days of the effective or
      constructive date of the cessation of his activities as Chief Financial Officer
      (such 60-day period does not re-start if proposed replacement is not acceptable
      to the Agent);

     

    (k) Michael
      C. “Chris” Dull is no longer employed as President, Chief Executive Officer or
      another officer having ultimate authority and responsibility for the management
      of NexCen Franchise Management, Inc., and a replacement acceptable to Agent
      (which acceptance will not be unreasonably withheld) has not been identified
      within sixty (60) days of the effective or constructive date of the cessation
      of
      his activities as President (such 60-day period does not re-start if proposed
      replacement is not acceptable to the Agent);

     

    (l) (i)
      for
      the period from the Restatement Date continuing through March 31, 2009, Marvin
      Traub shall have resigned from the Board of Directors of NexCen Brands, unless
      the BBI Entities and Waverly have been sold in accordance with the terms of
      the
      Security Agreement prior to such resignation, or (ii) from the Restatement
      Date
      for the period continuing through December 31, 2009, any three of James T.
      Brandy, David S. Oros, Paul Caine, Edward J Mathias and George P. Stamas
      shall have resigned from the Board of Directors of NexCen Brands;

     

    (m) on
      or
      after December 31, 2009, the Rolling 12 Month Free Cash Flow Margin with respect
      to the Issuer and all of the Co-Issuers for the preceding twelve (12) months
      is
      less than 40%; 

     

    (n) NexCen
      Brands shall have received a qualified audit report for its fiscal year 2008
      financial statements or with respect to any of its financial statements
      delivered thereafter; 

     

    (o) the
      occurrence of any Material Adverse Change;

     

    
      
        
          
          

        

        
          -14-

          
            

          

        

        
          
          

        

      

    

     

    (p) any
      material provision of this Supply Management Agreement, at any time after its
      execution and delivery and for any reason, ceases to be in full force and
      effect; or the Manager, the Issuer, NexCen Brands or any other Person contests,
      attacks or challenges in any manner the validity or enforceability of any
      provision of any this Supply Management Agreement; or the Manager, the Issuer
      or
      NexCen Brands denies that it has any further liability or obligation under
      this
      Supply Management Agreement, or purports to revoke, terminate or rescind any
      provision of this Supply Management Agreement;

     

    (q) the
      Manager shall have incurred any Indebtedness; or

     

    (r) the
      Manager is no longer a wholly-owned subsidiary of NexCen Brands; 

     

    provided,
      however,
      that
      for purposes of effecting a cure of a Manager Termination Event described in
      clause
      (q)
      above,
      the Manager shall be entitled to redeem any Indebtedness it may have then
      outstanding or then pledge to the Agent cash in an amount, and upon terms,
      as
      may be acceptable to Brands, Franchising and the Issuer, and then only upon
      the
      prior written consent and approval of the Agent.

     

    Section
      7.2 Termination
      of Manager.

     

    (a) Upon
      the
      occurrence of any Manager Termination Event, the Manager shall give notice
      thereof to Supply, the Issuer, each Back-up Manager (if any), each Noteholder
      and the Agent within two (2) Business Days of its actual knowledge thereof.
      Supply, the Issuer and the Agent shall have all rights and remedies against
      the
      Manager as may exist at law or in equity. Upon, or at any time after the
      occurrence of, a Manager Termination Event, Supply and the Issuer may, with
      the
      consent of the Agent (and shall, at the direction of the Agent or the
      Noteholders), by notice then given in writing to the Manager (a “Manager
      Termination Notice”)
      with a
      copy to the Agent, terminate all or any part of the rights and obligations
      of
      the Manager under this Supply Management Agreement. 

     

    (b) After
      receipt by the Manager of a Manager Termination Notice all authority and power
      of the Manager under this Supply Management Agreement shall terminate with
      respect to the rights and obligations so terminated.

     

    (c) All
      costs
      and expenses incurred by the Manager in connection with the transfer of the
      Manager’s duties hereunder to a successor manager following a Manager
      Termination Event shall be for the account of and payable by, jointly and
      severally, the Manager and NexCen Brands.

     

    Section
      7.3 Appointment
      of Successor.
      On and
      after the time specified in a Manager Termination Notice pursuant to Section
      7.2(a), a successor manager shall be appointed by Supply and the Issuer, with
      the prior written consent, or upon the direction, of Agent in its sole
      discretion, and such successor manager shall be the successor in all respects
      to
      the Manager in its capacity as Manager under this Supply Management Agreement
      and the transactions set forth or provided for herein and shall be subject
      to
      all the responsibilities, duties and liabilities relating thereto placed on
      the
      Manager by the terms and provisions hereof, provided, that the successor manager
      shall have no liability for actions or inactions of the predecessor
      Manager.

     

    
      
        
          
          

        

        
          -15-

          
            

          

        

        
          
          

        

      

    

     

    The
      successor manager shall be entitled to receive all reasonable costs incurred
      by
      the successor manager in connection with assuming the duties and obligations
      of
      the Manager hereunder (which shall be included in its Operating Expenses).
      Notwithstanding the above, if the Manager shall resign as provided in
Section
      6.1(i),
      Supply
      shall take such actions as may be necessary to cause the appointment of a
      successor manager with the prior written consent, or upon the direction of
      the
      Agent, in its sole discretion. The successor manager and the Manager, as the
      case may be, shall take such actions, consistent with this Supply Management
      Agreement, as shall be necessary to effectuate any such succession. Such
      successor manager shall be subject to all the responsibilities, duties and
      liabilities relating thereto placed on the Manager by the terms and provisions
      hereof.

     

    In
      no
      event shall any successor manager be appointed without prior written consent
      of
      the Agent in its sole discretion.

     

    Section
      7.4 Back-up
      Manager.
      One or
      more Back-up Managers may be appointed by the Agent, from time to time, and
      at
      any time, in its sole and absolute discretion. The Licensor, the Issuer and
      the
      Manager, agree to allow, and consent to, any modifications to this Supply
      Management Agreement, the Security Agreement and any other Transaction Documents
      that are reasonably requested by any appointed Back-up Manager or by the Agent
      in connection with arrangements related to the appointment of such Back-up
      Manager or the performance of its duties hereunder or under any other
      Transaction Document. The Back-up Manager shall perform, without limitation,
      such services under the this Agreement as directed by the Agent, from time
      to
      time, in its sole and absolute discretion. Any such Back-up Manager appointed
      pursuant to this Section
      shall be
      entitled to the applicable Back-up Manager Fee.

     

    ARTICLE
      VIII.

     

    MISCELLANEOUS

     

    Section
      8.1 Notices.
      All
      notices from one party to the other party shall be in writing and shall be
      sent
      to the other party’s address by delivery by a reputable courier service or by
      registered mail (return receipt requested), all charges prepaid. The date of
      receipt or refusal shall be the effective date of any such notice. Copies of
      all
      notices and reports delivered to Supply pursuant to Sections 2.1(a)(xiii),
      6.1(a), 6.1(c), 6.1(e) and 6.1(h) shall also be concurrently delivered to the
      Agent and each Back-up Manager (if any) and any party authorized, in writing,
      by
      Supply to receive such notices and reports.

     

    
      	
              Supply

              GAC
                Supply, LLC

              c/o
                NB Supply Management Corp.

              1346
                Oakbrook Drive, Suite 170

              Norcross,
                GA 30093

              Attention:
                General Counsel

            	
              The
                Manager

              NB
                Supply Management Corp.

              1346
                Oakbrook Drive, Suite 170

              Norcross,
                GA 30093

              Attention:
                General Counsel

            


    

     

    Section
      8.2 Entire
      Agreement.
      This
      Supply Management Agreement sets forth the entire agreement and understanding
      among the parties with reference to the transactions contemplated hereby and
      supersede any and all other oral or written agreements heretofore
      made.

     

    
      
        
          
          

        

        
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    Section
      8.3 Severability.
      If any
      provision of this Supply Management Agreement or the application of any
      provision hereof to any person or in any circumstances is held invalid, the
      remainder of this Supply Management Agreement and the application of such
      provision to other persons or circumstances shall not be affected unless the
      provision held invalid shall substantially impair the benefits of the remaining
      portions of this Supply Management Agreement.

     

    Section
      8.4 CONSENT
      TO JURISDICTION.

     

    EACH
      PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY
      NEW
      YORK STATE OR FEDERAL COURT SITTING IN NEW YORK CITY IN ANY ACTION OR PROCEEDING
      ARISING OUT OF OR RELATING TO THIS SUPPLY MANAGEMENT AGREEMENT, AND HEREBY
      IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING
      MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE EXTENT
      PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH PARTY HERETO HEREBY IRREVOCABLY
      WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, THE DEFENSE OF AN
      INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING. EACH PARTY
      HERETO IRREVOCABLY CONSENTS TO THE SERVICE OF ANY AND ALL PROCESS IN ANY SUCH
      ACTION OR PROCEEDING BY THE MAILING, OR DELIVERY, OF COPIES OF SUCH PROCESS
      TO
      SUCH PARTY AT ITS ADDRESS SPECIFIED IN SECTION
      8.1
      HEREOF.
      EACH PARTY AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL
      BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT
      OR IN ANY OTHER MANNER PROVIDED BY LAW.

     

    Section
      8.5 Waiver
      of Jury Trial.
      The
      parties hereto each waive their respective rights to a trial by jury of any
      claim or cause of action based upon or arising out of or related to this Supply
      Management Agreement, or the transactions contemplated hereby, in any action,
      proceeding or other litigation of any type brought by any of the parties against
      any other party or parties, whether with respect to contract claims, tort
      claims, or otherwise. The parties hereto each agree that any such claim or
      cause
      of action shall be tried by a court trial without a jury. Without limiting
      the
      foregoing, the parties further agree that their respective right to a trial
      by
      jury is waived by operation of this Section 8.5 as to any action, counterclaim
      or other proceeding which seeks, in whole or in part, to challenge the validity
      or enforceability of this Supply Management Agreement or any provision hereof,
      the waiver shall apply to any subsequent amendments, renewals, supplements
      or
      modifications to this Supply Management Agreement.

     

    Section
      8.6 Further
      Assurances.
      The
      Manager shall furnish Supply with any further instruments, in form and substance
      reasonably satisfactory to it which it may reasonably require or deem necessary,
      from time to time, to evidence, establish, protect, enforce, defend or secure
      it
      and any and all of its rights hereunder.

     

    Section
      8.7 Amendments;
      Waivers.
      Any
      term, covenant, agreement or condition of this Supply Management Agreement
      may
      only be amended with the consent of the Manager, Supply and the Agent or
      compliance therewith may be waived (either generally or in a particular instance
      and either retroactively or prospectively) by Supply and the Agent in its sole
      discretion and in any such event the failure to observe, perform or discharge
      any such covenant, condition or obligation (whether such amendment is executed
      or such consent or waiver is given before or after such failure) shall not
      be
      construed as a breach of such covenant, condition or obligation or as a Manager
      Termination Event.

     

    
      
        
          
          

        

        
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    Section
      8.8 Successors
      and Assigns.
      This
      Supply Management Agreement shall be binding upon and inure to the benefit
      of
      and be enforceable by the respective successors and assigns of the parties
      hereto. All agreements, statements, representations and warranties made by
      the
      Manager herein or in any certificate or other instrument delivered by the
      Manager or on its behalf under this Supply Management Agreement shall be
      considered to have been relied upon by Supply and shall survive the execution
      and delivery of this Supply Management Agreement.

     

    Section
      8.9 Severability
      of Provisions.
      Any
      provision of this Supply Management Agreement that is prohibited or
      unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
      to the extent of such prohibition or unenforceability without invalidating
      the
      remaining provisions hereof or thereof or affecting the validity or
      enforceability of such provision in any other jurisdiction. To the extent
      permitted by Applicable Law, the Manager hereby waives any provision of
      Applicable Law that renders any provision of the prohibited or unenforceable
      in
      any respect.

     

    
      
        
          
          

        

        
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    Section
      8.10 No
      Bankruptcy Petition.
      The
      Manager by entering into this Supply Management Agreement covenants and agrees
      that it will not institute against, or join any other Person in instituting
      against Supply, the Issuer or any Co-Issuer, any bankruptcy, reorganization,
      arrangement, insolvency or liquidation proceedings, or other proceedings under
      any federal or state bankruptcy or similar law. This Section
      8.10
      shall
      survive termination of this Supply Management Agreement.

     

    Section
      8.11 Relationship
      of Parties.
      Except
      as provided in Section 8.18, nothing contained in this Supply Management
      Agreement is intended to create, or shall in any event or under any circumstance
      be construed as creating, a partnership, joint venture, tenancy-in-common,
      joint
      tenancy, agency or other relationship of any nature whatsoever between Supply,
      on the one hand, and the Manager, on the other hand. The Manager acknowledges
      that (a) the Manager is represented by competent counsel and has consulted
      counsel before executing this Supply Management Agreement and (b) it shall
      rely
      solely on its own judgment and advisors in entering into the transactions
      contemplated hereby.

     

    Section
      8.12 Limitation
      on Liability; Indemnity.
      (a)
      None of the shareholders, directors, officers, employees or agents of the
      Manager shall be under any liability to Supply or any other person for any
      action taken or for refraining from the taking of any action taken in good
      faith
      pursuant to this Supply Management Agreement; provided, however, that this
      provision shall not protect the Manager against any liability which would
      otherwise be imposed by reason of willful misfeasance, bad faith or negligence
      in the performance of its duties hereunder.

     

    (a) Notwithstanding
      the foregoing, the Manager hereby agrees to indemnify and hold harmless each
      of
      the Issuer, Supply, the Agent, Noteholder, each other Indemnified Party, each
      successor and assign of the Issuer, Supply, the Agent, each Noteholder, each
      other Indemnified Party, as the case may be, and each of their respective
      officers, directors, affiliates, agents and representatives from and against
      any
      claim, loss, liability, damage, settlement, cost or other expense including
      reasonable attorney’s fees and expenses that arise out of, relate to or are in
      connection with any negligent act or any negligent failure to act of the Manager
      in the performance of its duties hereunder or any breach by the Manager of
      any
      representation, covenant or other provision hereunder.

     

    This
      Section
      8.12
      shall
      survive termination of this Supply Management Agreement.

     

    Section
      8.13 Errors
      and Omissions Insurance.
      The
      Manager shall maintain, at its own expense, an errors and omissions insurance
      policy, with broad coverage with responsible companies on all officers,
      employees or other persons acting on behalf of the Manager in any capacity
      with
      regard to the handling of money, documents and papers relating to the Supply
      Assets. Any such errors and omissions insurance shall protect and insure the
      Manager against losses, including forgery, theft, embezzlement, fraud, errors
      and omissions and negligent acts of such persons and shall be maintained in
      a
      form and amount that would meet the requirements of prudent managers. No
      provisions of this Section 8.13 requiring such errors and omissions insurance
      shall diminish or relieve the Manager from its duties and obligations as set
      forth in this Supply Management Agreement. The Manager shall cause to be
      delivered to Supply a certification evidencing coverage under such insurance
      policy. Any such insurance policy shall not be cancelled or modified in a
      materially adverse manner without ten (10) days prior written notice to Supply
      and the Agent.

     

    
      
        
          
          

        

        
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    Section
      8.14 Governing
      Law.

     

    THIS
      SUPPLY MANAGEMENT AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
      WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO PRINCIPLES
      OF
      CONFLICT OF LAWS, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL
      OBLIGATIONS LAW OF THE STATE OF NEW YORK.

     

    Section
      8.15 Counterparts.
      This
      Supply Management Agreement may be executed in any number of counterparts,
      each
      of which shall be deemed to be an original, but all such separate counterparts
      shall together constitute one and the same instrument.

     

    Section
      8.16 Limitation
      on Payment.
      Any and
      all payments, including but not limited to fees, expenses and costs, to be
      made
      to the Manager under this Supply Management Agreement shall be made only to
      the
      extent of funds available therefor in accordance with Sections
      11.7
      and
14.1,
      as
      applicable, of the Security Agreement and the related Security Agreement
      Supplement.

     

    Section
      8.17 Separate
      Identity Provisions.
      By
      entering into this Supply Management Agreement, the Manager covenants and agrees
      that, prior to the date after the Facility Termination Date on which all Secured
      Obligations are paid indefeasibly in full in cash, the Manager
      shall:

     

    (a) conduct
      its business solely in its own name through its duly authorized officers or
      agents so as not to mislead others as to the identity of the entity with which
      such persons are concerned, and shall avoid the appearance that it is conducting
      business on behalf of any Affiliate thereof or that its assets are available
      to
      pay the creditors of any other Person (other than as expressly provided
      herein);

     

    (b) maintain
      corporate records and books of account separate from those of any other
      Person;

     

    (c) establish
      and maintain an office through which its business shall be conducted separate
      and apart from those of its Affiliates or, if it shares office space with any
      Affiliate, it shall allocate fairly and reasonably any overhead and expenses
      for
      such shared office space;

     

    (d) conduct
      its business using letterhead separate from those of its
      Affiliates;

     

    (e) obtain
      proper authorization for all action requiring such authorization;

     

    (f) pay
      its
      own operating expenses and liabilities from its own funds;

     

    (g) continuously
      maintain its resolutions, agreements and other instruments underlying the
      transactions described in this Supply Management Agreement as part of its
      official records;

     

    
      
        
          
          

        

        
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    (h) maintain
      an arm’s-length relationship with its Affiliates, and shall not hold itself out
      as being liable for the debts of any other Person, except as contemplated by
      this Supply Management Agreement and the other Transaction
      Documents;

     

    (i) keep
      its
      assets and liabilities separate from those of all other entities, except as
      contemplated by this Supply Management Agreement and the other Transaction
      Documents;

     

    (j) not
      maintain bank accounts or other depository accounts to which any Affiliate
      is an
      account party or from which any Affiliate has the power to make withdrawals,
      except as contemplated by this Supply Management Agreement and the other
      Transaction Documents;

     

    (k) not
      amend, supplement or otherwise modify its organizational documents, except
      in
      accordance therewith; and

     

    (l) observe
      all procedures required by its organizational documents and preserve and
      maintain its existence, rights, franchises and privileges in the jurisdiction
      of
      its formation and qualify and remain qualified in good standing in each
      jurisdiction where the failure to preserve and maintain such existence, rights,
      franchises, privileges and qualifications would materially adversely affect
      the
      interests of Supply or its ability to perform its obligations
      hereunder.

     

    Section
      8.18 Status
      of Parties.
      The
      Manager is authorized pursuant to this Supply Management Agreement to act as
      the
      authorized agent of Supply for the purposes set forth in this Supply Management
      Agreement.

     

    Section
      8.19 Limitations
      on Authority.
      Except
      as expressly set forth herein, the Manager shall not be authorized to manage
      the
      affairs of Supply. The management, policies, and operations of Supply shall
      be
      the responsibility of Supply and officers of Supply acting pursuant to and
      in
      accordance with Supply’s Organizational Documents and other applicable
      documents.

     

    Section
      8.20 Headings
      and Captions.
      The
      headings or captions in this Supply Management Agreement are inserted for
      convenience and identification only and are in no way intended to describe,
      interpret, define, or limit the scope, extent, or intent of this Supply
      Management Agreement or any provisions thereof.

     

    Section
      8.21 Third
      Party Beneficiary.
      Each of
      the Agent, each Noteholder and each other Indemnified Party is an express third
      party beneficiary hereof. The Agent’s consent shall be required for any
      amendment, termination or waiver hereunder; provided,
      however,
      that
      all rights of such Person hereunder, other than with respect to Sections
      8.10
      and
8.12(b)
      hereof
      or any provision that survives termination hereof, shall terminate on the day
      after the date on which all Secured Obligations are indefeasibly paid in full
      in
      cash (other than with respect to any indemnity obligations or obligations under
      any Transaction Document that by their terms survive the termination
      thereof).

     

    Section
      8.22 Effect
      on Amended and Restated Supply Management Agreement;
      Acknowledgement.
      The
      Supply Management Agreement shall not effect a novation of the obligations
      of
      the parties to the Original Supply Management Agreement, but instead shall
      be
      merely a restatement and, where applicable, an amendment of the terms governing
      such obligations. The parties hereto acknowledge and consent to the amendment
      and restatement of the Original Supply Management Agreement.

     

    [Remainder
      of Page Intentionally Left Blank]

     

    
      
        
          
          

        

        
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    IN
      WITNESS WHEREOF, this Supply Management Agreement has been executed by the
      duly
      authorized signatories of the parties hereto all as of the day and year first
      above written.

     

    
      	 	
              NB
                SUPPLY MANAGEMENT CORP., 

            
	 	
              as
                Manager

            
	 	 
	 	
              By:

            	
                         
                

            
	 	 	
              Name:

            
	 	 	
              Title:

            
	 	 	 
	 	
              GAC
                SUPPLY, LLC,

            
	
            	as
              Supply
	 	 
	 	 	 
	 	
              By:

            	
                               
                

            
	 	 	
              Name:

            
	 	 	Title


    

    
      
        
        

      

      
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