EXECUTION VERSION



CREDIT AND GUARANTY AGREEMENT

dated as of July 19, 2007

among

PROLIANCE INTERNATIONAL, INC.,

as Borrower

CERTAIN DOMESTIC SUBSIDIARIES OF
		PROLIANCE INTERNATIONAL, INC.,

as Guarantors,

VARIOUS LENDERS,

SILVER POINT FINANCE, LLC,

as Administrative Agent and Lead
		Arranger

and

SILVER POINT FINANCE, LLC

as Collateral Agent



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$100,000,000 Senior Secured Credit
		Facilities



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TABLE OF CONTENTS



SECTION 1.
			 
			 DEFINITIONS AND
				  INTERPRETATION
			 
			 11.1
			 
			 Definitions
			 
			 11.2
			 
			 Accounting Terms
			 
			 421.3
			 
			 Interpretation, etc.
			 
			 42SECTION 2.
			 
			 LOANS AND LETTERS OF CREDIT
			 
			 432.1
			 
			 Tranche A Term Loans
			 
			 432.2
			 
			 Revolving Loans
			 
			 442.3
			 
			 Issuance of Letters of Credit and
				  Purchase of Participations Therein
			 
			 452.4
			 
			 Pro Rata Shares; Availability of
				  Funds
			 
			 492.5
			 
			 Use of Proceeds
			 
			 502.6
			 
			 Evidence of Debt; Register;
				  Lenders Books and Records; Notes
			 
			 502.7
			 
			 Interest on Loans
			 
			 512.8
			 
			 Conversion/Continuation
			 
			 522.9
			 
			 Default Interest
			 
			 532.10
			 
			 Fees
			 
			 532.11
			 
			 Scheduled Payments/Commitment
				  Reductions
			 
			 542.12
			 
			 Voluntary Prepayments/Commitment
				  Reductions
			 
			 542.13
			 
			 Mandatory Prepayments/Commitment
				  Reductions
			 
			 572.14
			 
			 Application of
				  Prepayments/Reductions
			 
			 592.15
			 
			 General Provisions Regarding
				  Payments
			 
			 622.16
			 
			 Ratable Sharing
			 
			 662.17
			 
			 Making or Maintaining LIBOR Rate
				  Loans
			 
			 662.18
			 
			 Increased Costs; Capital Adequacy;
				  Reserves on LIBOR Rate Loans
			 
			 682.19
			 
			 Taxes; Withholding, etc.
			 
			 702.20
			 
			 Obligation to Mitigate
			 
			 732.21
			 
			 Defaulting Lenders
			 
			 732.22
			 
			 Removal or Replacement of a
				  Lender
			 
			 74SECTION 3.
			 
			 CONDITIONS PRECEDENT
			 
			 753.1
			 
			 Closing Date
			 
			 753.2
			 
			 Conditions to Each Credit
				  Extension
			 
			 81SECTION 4.
			 
			 REPRESENTATIONS AND
				  WARRANTIES
			 
			 834.1
			 
			 Organization; Requisite Power and
				  Authority; Qualification
			 
			 834.2
			 
			 Capital Stock and Ownership
			 
			 834.3
			 
			 Due Authorization
			 
			 834.4
			 
			 No Conflict
			 
			 844.5
			 
			 Governmental Consents
			 
			 844.6
			 
			 Binding Obligation
			 
			 844.7
			 
			 Historical Financial
				  Statements
			 
			 844.8
			 
			 Projections
			 
			 844.9
			 
			 No Material Adverse Change
			 
			 854.10
			 
			 No Restricted Junior Payments
			 
			 854.11
			 
			 Adverse Proceedings, etc.
			 
			 85




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4.12
			 
			 Payment of Taxes
			 
			 854.13
			 
			 Properties
			 
			 864.14
			 
			 Environmental Matters
			 
			 864.15
			 
			 No Defaults
			 
			 874.16
			 
			 Material Contracts
			 
			 874.17
			 
			 Governmental Regulation
			 
			 874.18
			 
			 Margin Stock
			 
			 874.19
			 
			 Employee Matters
			 
			 884.20
			 
			 Employee Benefit Plans
			 
			 884.21
			 
			 Certain Fees
			 
			 894.22
			 
			 Solvency
			 
			 894.23
			 
			 Intentionally Omitted
			 
			 894.24
			 
			 Compliance with Statutes,
				  etc.
			 
			 894.25
			 
			 Disclosure
			 
			 894.26
			 
			 Terrorism Laws
			 
			 904.27
			 
			 Insurance
			 
			 904.28
			 
			 Common Enterprise
			 
			 904.29
			 
			 Security Interest in
				  Collateral
			 
			 904.30
			 
			 Affiliate Transactions
			 
			 904.31
			 
			 Intellectual Property
			 
			 914.32
			 
			 Permits, Etc.
			 
			 914.33
			 
			 Customers and Suppliers
			 
			 914.34
			 
			 Flood Zone
			 
			 914.36
			 
			 No Action for Winding-Up or
				  Bankruptcy
			 
			 92SECTION 5.
			 
			 AFFIRMATIVE COVENANTS
			 
			 925.1
			 
			 Financial Statements and Other
				  Reports
			 
			 925.2
			 
			 Existence
			 
			 985.3
			 
			 Payment of Taxes and Claims
			 
			 985.4
			 
			 Maintenance of Properties
			 
			 995.5
			 
			 Insurance
			 
			 995.6
			 
			 Books and Records;
				  Inspections
			 
			 1005.7
			 
			 Lenders Meetings
			 
			 1005.8
			 
			 Compliance with Laws
			 
			 1005.9
			 
			 Environmental
			 
			 1015.10
			 
			 Subsidiaries
			 
			 1035.11
			 
			 Additional Material Real Estate
				  Assets
			 
			 1045.12
			 
			 [RESERVED]
			 
			 1045.13
			 
			 Interest Rate Protection
			 
			 1045.14
			 
			 Further Assurances
			 
			 1045.15
			 
			 Miscellaneous Business
				  Covenants
			 
			 1045.16
			 
			 Use of Proceeds
			 
			 1055.17
			 
			 Post Closing Matters
			 
			 1055.18
			 
			 Dutch Parallel Debts
			 
			 1055.19
			 
			 NRF Financing
			 
			 107




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SECTION 6.
			 
			 NEGATIVE COVENANTS
			 
			 1086.1
			 
			 Indebtedness
			 
			 1086.2
			 
			 Liens
			 
			 1106.3
			 
			 No Further Negative Pledges
			 
			 1126.4
			 
			 Restricted Junior Payments
			 
			 1126.5
			 
			 Restrictions on Subsidiary
				  Distributions
			 
			 1126.6
			 
			 Investments
			 
			 1136.7
			 
			 Financial Covenants
			 
			 1136.8
			 
			 Fundamental Changes; Disposition of
				  Assets; Acquisitions
			 
			 1246.9
			 
			 Disposal of Subsidiary
				  Interests
			 
			 1256.10
			 
			 Sales and Lease Backs
			 
			 1256.11
			 
			 Transactions with Shareholders and
				  Affiliates
			 
			 1266.12
			 
			 Conduct of Business
			 
			 1266.13
			 
			 Intentionally Omitted
			 
			 1266.14
			 
			 Amendments or Waivers of Certain
				  Contractual Obligations
			 
			 1266.15
			 
			 Customers and Suppliers
			 
			 1266.16
			 
			 Fiscal Year
			 
			 1266.17
			 
			 Deposit Accounts
			 
			 1276.18
			 
			 Amendments to Organizational
				  Agreements
			 
			 1276.19
			 
			 Prepayments of Certain
				  Indebtedness
			 
			 1276.20
			 
			 Issuance of Capital Stock
			 
			 1276.21
			 
			 Affiliate Payments
			 
			 127SECTION 7.
			 
			 GUARANTY
			 
			 1277.1
			 
			 Guaranty of the Obligations
			 
			 1277.2
			 
			 Contribution by Guarantors
			 
			 1287.3
			 
			 Payment by Guarantors
			 
			 1287.4
			 
			 Liability of Guarantors
				  Absolute
			 
			 1297.5
			 
			 Waivers by Guarantors
			 
			 1307.6
			 
			 Guarantors Rights of
				  Subrogation, Contribution, etc.
			 
			 1317.7
			 
			 Subordination of Other
				  Obligations
			 
			 1327.8
			 
			 Continuing Guaranty
			 
			 1327.9
			 
			 Authority of Guarantors or
				  Borrower
			 
			 1327.10
			 
			 Financial Condition of
				  Borrower
			 
			 1327.11
			 
			 Bankruptcy, etc.
			 
			 1337.12
			 
			 Discharge of Guaranty Upon Sale of
				  Guarantor
			 
			 1337.13
			 
			 Taxes
			 
			 133SECTION 8.
			 
			 EVENTS OF DEFAULT
			 
			 1348.1
			 
			 Events of Default
			 
			 134SECTION 9.
			 
			 AGENTS
			 
			 1379.1
			 
			 Appointment of Agents
			 
			 1379.2
			 
			 Powers and Duties
			 
			 1389.3
			 
			 General Immunity
			 
			 1389.4
			 
			 Agents Entitled to Act as
				  Lender
			 
			 1399.5
			 
			 Lenders Representations,
				  Warranties and Acknowledgment
			 
			 140




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9.6
			 
			 Right to Indemnity
			 
			 1409.7
			 
			 Successor Administrative
				  Agent
			 
			 1419.8
			 
			 Collateral Matters, Collateral
				  Documents and Guaranty
			 
			 1429.9
			 
			 Posting of Approved Electronic
				  Communications
			 
			 1449.10
			 
			 Proofs of Claim
			 
			 1459.11
			 
			 Agents and Arrangers
			 
			 146SECTION 10.
			 
			 MISCELLANEOUS
			 
			 14610.1
			 
			 Notices
			 
			 14610.2
			 
			 Expenses
			 
			 14610.3
			 
			 Indemnity
			 
			 14710.4
			 
			 Set Off
			 
			 14810.5
			 
			 Amendments and Waivers
			 
			 14810.6
			 
			 Successors and Assigns;
				  Participations
			 
			 15010.7
			 
			 Special Purpose Funding
				  Vehicles
			 
			 15310.8
			 
			 Independence of Covenants
			 
			 15410.9
			 
			 Survival of Representations,
				  Warranties and Agreements
			 
			 15410.10
			 
			 No Waiver; Remedies
				  Cumulative
			 
			 15410.11
			 
			 Marshalling; Payments Set
				  Aside
			 
			 15410.12
			 
			 Severability
			 
			 15510.13
			 
			 Obligations Several; Independent
				  Nature of Lenders Rights
			 
			 15510.14
			 
			 Headings
			 
			 15510.15
			 
			 APPLICABLE LAW
			 
			 15510.16
			 
			 CONSENT TO JURISDICTION
			 
			 15510.17
			 
			 WAIVER OF JURY TRIAL
			 
			 15610.18
			 
			 Confidentiality
			 
			 15610.19
			 
			 Usury Savings Clause
			 
			 15710.20
			 
			 Counterparts
			 
			 15810.21
			 
			 Effectiveness
			 
			 15810.22
			 
			 Patriot Act
			 
			 15810.23
			 
			 Disclosure
			 
			 15810.24
			 
			 Appointment for Perfection
			 
			 15810.25
			 
			 Advertising and Publicity
			 
			 15810.26
			 
			 Power of Attorney
			 
			 159




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APPENDICES:
			 
			 A-1
			 
			 Tranche A Term Loan
				  CommitmentsA-2
			 
			 Revolving A CommitmentsA-3
			 
			 Revolving B CommitmentsB
			 
			 Notice AddressesSCHEDULES:
			 
			 1.1(b)
			 
			 Existing Letters of Credit1.1(c)
			 
			 Certain Eligible Accounts1.1(d)
			 
			 Customer Agreements3.1(g)
			 
			 Closing Date Mortgaged
				  Properties4.1
			 
			 Jurisdictions of Organization and
				  Qualification4.2
			 
			 Capital Stock and Ownership4.13
			 
			 Real Estate Assets4.14
			 
			 Environmental Matters4.16
			 
			 Material Contracts4.19
			 
			 Employee Matters4.27
			 
			 Insurance4.30
			 
			 Affiliate Transactions4.31
			 
			 Intellectual Property4.35
			 
			 Operating Leases5.17
			 
			 Certain Post Closing Matters6.1
			 
			 Certain Indebtedness6.2
			 
			 Certain Liens6.6
			 
			 Certain Investments6.11
			 
			 Certain Affiliate
				  TransactionsEXHIBITS:
			 
			 A-1
			 
			 Funding NoticeA-2
			 
			 Conversion/Continuation
				  NoticeA-3
			 
			 Issuance NoticeB-1
			 
			 Tranche A Term Loan NoteB-2
			 
			 Revolving A Loan NoteB-3
			 
			 Revolving B Loan NoteC
			 
			 Compliance CertificateD
			 
			 [RESERVED]E
			 
			 Assignment AgreementF
			 
			 Certificate Regarding Non-bank
				  StatusG-1
			 
			 Closing Date CertificateG-2
			 
			 Solvency CertificateH
			 
			 Counterpart AgreementI
			 
			 Pledge and Security AgreementJ
			 
			 MortgageK
			 
			 Landlord Consent and Subordination
				  AgreementL
			 
			 Borrowing Base CertificateM
			 
			 Bailees LetterO
			 
			 Landlord Consent and Estoppel






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CREDIT AND GUARANTY AGREEMENT

ThisCREDIT AND GUARANTY AGREEMENT, dated as of July 19, 2007, is entered into by and
		amongPROLIANCE INTERNATIONAL,
		INC., a Delaware corporation
		(Holdingsand
		Borrower), andCERTAINDOMESTIC SUBSIDIARIES OF
		HOLDINGS, as guarantors
		(Guarantors), the lenders party hereto from time to time
		(collectively, Lenders)SILVER POINT FINANCE,
		LLC(Silver Point), as administrative agent for the Lenders
		(in such capacity, Administrative
		Agent) and as lead arranger (in
		such capacity, the Lead
		Arranger)
		andSILVER POINT FINANCE,
		LLCas collateral agent for the Lenders
		(in such capacity, Collateral Agent).

RECITALS:

WHEREAS, capitalized terms used in these Recitals shall have
		the respective meanings set forth for such terms in Section 1.1 hereof;

WHEREAS, Lenders have agreed to extend certain credit
		facilities to Borrower, in an aggregate principal amount not to exceed
		$100,000,000, consisting of (a) $50,000,000 aggregate principal amount of
		Tranche A Term Loans to be made to the Borrower, (b) up to $25,000,000
		aggregate principal amount of Revolving A Commitments to be made to the
		Borrower, which will include a $7,500,000 subfacility for the issuance of
		Letters of Credit, and (c) up to $25,000,000 aggregate principal amount of
		Revolving B Commitments to be made to the Borrower, the proceeds of which shall
		be used to (i) repay the Existing Indebtedness, (ii) finance the working
		capital needs and general corporate purposes of Holdings and its Subsidiaries,
		and (iii) pay fees and expenses associated with the transactions contemplated
		by this Agreement and the refinancing of the Existing Indebtedness. The Letters
		of Credit will be used for general working capital purposes.

WHEREAS, Borrower has agreed to secure all of its Obligations
		by granting to Collateral Agent, for the benefit of Secured Parties, a First
		Priority Lien on substantially all of its assets, including a pledge of all of
		the Capital Stock of each of its Domestic Subsidiaries and sixty-five percent
		(65%) of all the Capital Stock of each of its first-tier Foreign Subsidiaries;
		and

WHEREAS, Guarantors have agreed to guarantee the Obligations of
		Borrower hereunder and to secure their respective Obligations by granting to
		Collateral Agent, for the benefit of Secured Parties, a First Priority Lien on
		substantially all of their respective assets, including a pledge of all of the
		Capital Stock of each of their Domestic Subsidiaries and sixty-five percent
		(65%) of all the Capital Stock of each of their first-tier Foreign
		Subsidiaries.

NOW, THEREFORE, in consideration of the premises and the agreements,
		provisions and covenants herein contained, the parties hereto agree as
		follows:

SECTION 1. DEFINITIONS AND
		INTERPRETATION

1.1 Definitions.The following terms used herein, including in the
		preamble, recitals, exhibits and schedules hereto, shall have the following
		meanings:

Account(s)means any account or Account as defined under the
		UCC.





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Account
		Debtormeans each Person who is
		in any way obligated on or in connection with any Account.

Adjusted LIBOR
		Ratemeans, for any Interest Rate
		Determination Date with respect to an Interest Period for a LIBOR Rate Loan,
		the greater of (A) three percent (3.0%) per annum and (B) the rate per annum
		obtained by dividing (and rounding upward to the next whole multiple of
		one-sixteenth of one percent (1/16 of 1%)) (i) (a) the rate per annum (rounded
		to the nearest one-hundredth of one percent (1/100 of 1%)) equal to the rate
		determined by Administrative Agent to be the offered rate which appears on the
		page of the Telerate Screen which displays an average British Bankers
		Association Interest Settlement Rate (such page currently being page number
		3740 or 3750, as applicable) for deposits (for delivery on the first day of
		such period) with a term equivalent to such period in Dollars, determined as of
		approximately 11:00 a.m. (London, England time) on such Interest Rate
		Determination Date, or (b) in the event the rate referenced in the preceding
		clause (a) does not appear on such page or service or if such page or service
		shall cease to be available, the rate per annum (rounded to the nearest
		one-hundredth of one percent (1/100 of 1%)) equal to the rate determined by
		Administrative Agent to be the offered rate on such other page or other service
		which displays an average British Bankers Association Interest Settlement Rate
		for deposits (for delivery on the first day of such period) with a term
		equivalent to such period in Dollars, determined as of approximately 11:00 a.m.
		(London, England time) on such Interest Rate Determination Date, or (c) in the
		event the rates referenced in the preceding clauses (a) and (b) are not
		available, the rate per annum (rounded to the nearest one-hundredth of one
		percent (1/100 of 1%)) equal to the offered quotation rate to first class banks
		in the London interbank market for deposits (for delivery on the first day of
		the relevant period) in Dollars of amounts in same day funds comparable to the
		principal amount of the applicable Loan, for which the Adjusted LIBOR Rate is
		then being determined with maturities comparable to such period as of
		approximately 11:00 a.m. (London, England time) on such Interest Rate
		Determination Date as determined by Administrative Agent in accordance with its
		customary practices, by (ii) an amount equal to (a) one,minus(b) the
		Applicable Reserve Requirement.

Administrative
		Agentas defined in the preamble
		hereto.

Administrative Agents
		Accountmeans an account at a
		bank designated by Administrative Agent from time to time as the account into
		which Credit Parties shall make all payments to Administrative Agent for the
		benefit of Agents and Lenders holding the Tranche A Term Loans under this
		Agreement and the other Credit Documents.

Administrative Agent Loan
		Accountmeans an account
		maintained hereunder by the Administrative Agent on its books of account at the
		Payment Office, and with respect to the Borrower, in which the Borrower will be
		charged by the Administrative Agent with all Tranche A Term Loans made to, and
		all other Obligations with respect to the Tranche A Term Loans incurred by, the
		Borrower.

Adverse
		Proceedingmeans any action,
		suit, proceeding (whether administrative, judicial or otherwise), governmental
		investigation or arbitration (whether or not purportedly on behalf of Holdings
		or any of its Subsidiaries) at law or in equity, or before or by any
		Governmental Authority, domestic or foreign (including any Environmental
		Claims) or other





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regulatory body or any mediator or
		arbitrator whether pending or, to the best knowledge of Holdings or any of its
		Subsidiaries, threatened against or affecting Holdings or any of its
		Subsidiaries or any property of Holdings or any of its Subsidiaries.

Affected
		Lenderas defined in Section
		2.17(b).

Affected
		Loansas defined in Section
		2.17(b).

Affiliatemeans, as applied to any Person, any other Person
		directly or indirectly controlling, controlled by, or under common control
		with, that Person. For the purposes of this definition, control
		(including, with correlative meanings, the terms controlling,
		controlled by and under common control with), as
		applied to any Person, means the possession, directly or indirectly, of the
		power (i) to vote ten percent (10%) or more of the Securities having ordinary
		voting power for the election of directors of such Person, or (ii) to direct or
		cause the direction of the management and policies of that Person, whether
		through the ownership of voting securities or by contract or otherwise.
		Notwithstanding anything to the contrary herein, in no event shall any Agent,
		Borrowing Base Agent or Lender be considered an Affiliate of any
		Credit Party.

Agentmeans (i) each of Administrative Agent and Collateral
		Agent, and (ii) solely with respect to Section 9, each of Administrative Agent,
		Borrowing Base Agent and Collateral Agent.

Agent
		Advancesas defined in Section
		9.8(c).

Aggregate Amounts
		Dueas defined in Section
		2.16.

Aggregate
		Paymentsas defined in Section
		7.2.

Agreementmeans this Credit and Guaranty Agreement, dated as of
		July 19, 2007, as it may be amended, supplemented or otherwise modified from
		time to time and any annexes, exhibits, schedules to any of the
		foregoing.

Annualized
		Basismeans with respect to
		calculating an amount (i) for the third fiscal quarter ending on September 30,
		2007, such amount for the first three fiscal quarterstimesfour-thirds (4/3), and (ii) for the fourth fiscal quarter ending on December
		31, 2007 and each period thereafter, such amount for the four consecutive
		fiscal quarters then ending;provided, that
		for the purposes of Section 6.7(a), with respect to the six (6) months ending
		September 30, 2007, Annualized Basis shall mean such amount for the
		last six monthstimestwo (2).

Applicable
		Marginmeans (i) with respect to
		Term Loans and Revolving Loans that are LIBOR Rate Loans, a percentage, per
		annum, equal to four and three-quarters percent (4.75%) and (ii) with respect
		to Term Loans and Revolving Loans that are Base Rate Loans, a percentage, per
		annum equal to three and three-quarters percent (3.75%).

Applicable Reserve
		Requirementmeans, at any time,
		for any LIBOR Rate Loan, the maximum rate, expressed as a decimal, at which
		reserves (including any basic marginal, special, supplemental, emergency or
		other reserves) are required to be maintained with





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respect thereto against Eurocurrency
		Liabilities (as such term is defined in Regulation D) under regulations
		issued from time to time by the Board of Governors of the Federal Reserve
		System or other applicable banking regulator. Without limiting the effect of
		the foregoing, the Applicable Reserve Requirement shall reflect any other
		reserves required to be maintained by such member banks with respect to (i) any
		category of liabilities which includes deposits by reference to which the
		applicable Adjusted LIBOR Rate or any other interest rate of a Loan is to be
		determined, or (ii) any category of extensions of credit or other assets which
		include LIBOR Rate Loans. A LIBOR Rate Loan shall be deemed to constitute
		Eurocurrency Liabilities and as such shall be deemed subject to reserve
		requirements without benefits of credit for proration, exceptions or offsets
		that may be available from time to time to the applicable Lender. The rate of
		interest on LIBOR Rate Loans shall be adjusted automatically on and as of the
		effective date of any change in the Applicable Reserve Requirement.

Asset Salemeans a sale, sale and leaseback, assignment,
		conveyance, transfer or other disposition to, or any exchange of property with,
		any Person, in one transaction or a series of related transactions, of all or
		any part of Holdings or any of its Subsidiaries businesses, assets
		or properties of any kind, whether real, personal, or mixed and whether
		tangible or intangible, whether now owned or hereafter acquired, including the
		Capital Stock of any of Holdings Subsidiaries, other than inventory sold
		or leased in the ordinary course of business and or receivables sold pursuant
		to a Customer Agreement in the ordinary course of business.

Assignment
		Agreementmeans an Assignment and
		Assumption Agreement substantially in the form of Exhibit E, with such
		amendments or modifications as may be approved by Administrative Agent.

Attributable
		Debtmeans as of the date of
		determination thereof, without duplication, the principal balance outstanding
		under any synthetic lease, tax retention operating lease, off-balance sheet
		loan or similar off-balance sheet financing product to which such Person is a
		party, where such transaction is considered borrowed money indebtedness for tax
		purposes but is classified as an operating lease in accordance with
		GAAP.

Authorized
		Officermeans, as applied to any
		Person, any individual holding the position of chairman of the board (if an
		officer), chief executive officer, president, chief financial officer or
		treasurer, in each case, whose signatures and incumbency have been certified to
		Administrative Agent.

Availabilitymeans, as of any date of determination, the amount
		equal to the lesser of (i) the Revolving Commitments and (ii) the Borrowing
		Base, minus the sum of (x) the aggregate outstanding principal amount of all
		Revolving Loans, and (y) the Letter of Credit Usage.

Bailees
		Lettermeans a Bailee Letter
		substantially in the form of Exhibit M with such amendments or
		modifications as may be reasonably approved by Collateral Agent.

Bankruptcy
		Codemeans Title 11 of the United
		States Code entitled Bankruptcy, as now and hereafter in effect, or
		any successor statute.





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Base Ratemeans, for any day, a rate per annum equal to the
		greater of (A) four percent (4.0%) per annum and (B)the greater of
		(i) the Prime Rate in effect on such day, and (ii) the Federal Funds Effective
		Rate in effect on such dayplusone-half of
		one percent (0.5%). Any change in the Base Rate due to a change in the Prime
		Rate or the Federal Funds Effective Rate shall be effective on the effective
		day of such change in the Prime Rate or the Federal Funds Effective Rate,
		respectively.

Base Rate
		Loanmeans a Loan bearing
		interest at a rate determined by reference to the Base Rate.

Beneficiarymeans each Agent, Borrowing Base Agent, Lender and
		Lender Counterparty.

Book Valuemeans, with respect to any Inventory of any Person, the
		lower of (i) cost (as reflected in the general ledger of such Person before
		customary (but not extraordinary) reserves established by such Person in good
		faith and in accordance with GAAP) and (ii) market value, in each case,
		determined in accordance with GAAP calculated on a first-in first-out
		basis.

Borrowing
		Basemeans, at any time, the
		difference between (i) the sum of (A) up to seventy-eight and one half percent
		(78.5%) of the value of the Net Amount of Eligible Accounts of Borrower
		(excluding the Eligible Accounts that were Eligible Accounts of the former
		Ready Aire, Inc. subsidiary of the Borrower) at such time less the amount, if
		any, of the Dilution Reserve, plus (B) up to seventy-five percent (75%) of the
		value of the Net Amount of Eligible Accounts of Borrower that are determined to
		be Eligible Accounts of the former Ready Aire, Inc. subsidiary of the Borrower
		at such time less the amount, if any, of the Dilution Reserve, plus (C) the sum
		of (1) the lesser of (a) the sum of (x) up to thirty percent (30%) of the Book
		Value of the Eligible Inventory of Borrower that are determined to be Eligible
		Inventory of the former Ready Aire, Inc. subsidiary of the Borrower consisting
		of finished goods at such time and (y) up to fifty-one percent (51%) of the
		Book Value of the Eligible Inventory of Borrower (excluding the Eligible
		Inventory that were Eligible Inventory of the former Ready Aire, Inc.
		subsidiary of the Borrower) consisting of finished goods at such time and (b)
		80% of the net orderly liquidation value of such Eligible Inventory consisting
		of finished goods calculated during the Borrowers low selling season, as
		set forth in the most recent Inventory appraisal obtained by the Administrative
		Agent, and (2) the lesser of (a) the sum of (x) up to twenty-one percent (21%)
		of the Book Value of the Eligible Inventory of Borrower that is determined to
		be Eligible Inventory of the former Ready Aire, Inc. subsidiary of the Borrower
		consisting of raw materials at such time and (y) up to thirty-five percent
		(35%) of the Book Value of the Eligible Inventory of Borrower (excluding the
		Eligible Inventory that is Eligible Inventory of the former Ready Aire, Inc.
		subsidiary of the Borrower) consisting of raw materials at such time and (b)
		80% of the net orderly liquidation value of such Eligible Inventory consisting
		of raw materials calculated during the Borrowers low selling season, as
		set forth in the most recent Inventory appraisal obtained by the Administrative
		Agent, and (ii) the sum of (A) $30,000,000 and (B) such reserves (other than
		the Dilution Reserve) as the Administrative Agent or the Borrowing Base Agent
		may deem appropriate in the exercise of their reasonable business judgment,
		including, without limitation any reserves or other adjustments established by
		the Borrowing Base Agent or the Administrative Agent on the basis of any
		collateral audits conducted hereunder. In the event that the Administrative
		Agent or the Borrowing Base Agent, at any time





-5-



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in their sole discretion, determines that
		the Dollar amount of Eligible Accounts collectable by Borrower is reduced or
		diluted as a result of discounts or rebates granted by Borrower to the
		respective Account Debtor(s), returned or rejected Inventory or services, or
		such other reasons or factors as the Administrative Agent or the Borrowing Base
		Agent reasonably deems applicable, the Administrative Agent or the Borrowing
		Base Agent may, in their sole discretion, in the absence of a Default or an
		Event of Default, upon five (5) business days prior written notice to
		Borrower, reduce or otherwise modify the percentage of Eligible Accounts
		included within the Borrowing Base and/or reduce the dollar amount of Eligible
		Accounts by an amount determined by Administrative Agent or the Borrowing Base
		Agent in their reasonable credit judgment.

Borrowing Base
		Agentmeans Wachovia Capital
		Finance Corporation (New England), a Massachusetts corporation, in its capacity
		as borrowing base agent, together with its permitted successors and assigns in
		accordance with Section 9.7.

Borrowing Base Agents Account means an account at a bank designated by
		Borrowing Base Agent from time to time as the account into which Credit Parties
		shall make all payments to Borrowing Base Agent for the benefit of Agents,
		Borrowing Base Agent and Lenders holding Revolving Loans under this Agreement
		and the other Credit Documents.

Borrowing Base Agent Loan
		Accountmeans an account
		maintained hereunder by the Borrowing Base Agent on its books of account at the
		Payment Office, and with respect to the Borrower, in which the Borrower will be
		charged by the Borrowing Base Agent with all Revolving Loans made to, and all
		other Obligations with respect to the Revolving Loans incurred by, the
		Borrower.

Borrowing Base
		Certificatemeans a certificate
		signed by an Authorized Officer of the Borrower and setting forth the
		calculation of the Borrowing Base in compliance with Section 5.1(q),
		substantially in the form of Exhibit L.

Borroweras defined in the preamble hereto.

Business Daymeans (i) any day excluding Saturday, Sunday and any
		day which is a legal holiday under the laws of the State of New York or is a
		day on which banking institutions located in such state are authorized or
		required by law or other governmental action to close, and (ii) with respect to
		all notices, determinations, fundings and payments in connection with the
		Adjusted LIBOR Rate or any LIBOR Rate Loans, the termBusiness
		Dayshall mean any day which is a Business Day described in
		clause (i) and which is also a day for trading by and between banks in Dollar
		deposits in the London interbank market.

Business Trade
		Secretsas defined in Section
		4.31.

Capital Leasemeans, as applied to any Person, any lease of (or other
		arrangement conveying the right to use) any property (whether real, personal or
		mixed) by that Person as lessee (or the equivalent) that, in conformity with
		GAAP, is accounted for as a capital lease on the balance sheet of that
		Person.

Capital Stockmeans any and all shares, interests, participations or
		other equivalents (however designated) of capital stock of a corporation, any
		and all equivalent





-6-



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ownership interests in a Person (other than
		a corporation), including partnership interests and membership interests, and
		any and all warrants, rights or options to purchase or other arrangements or
		rights to acquire any of the foregoing.

Cashmeans money, currency or a credit balance in any demand
		or Deposit Account.

Cash
		Equivalentsmeans, as at any date
		of determination, (i) marketable securities (a) issued or directly and
		unconditionally guaranteed as to interest and principal by the United States
		Government, or (b) issued by any agency of the United States the obligations of
		which are backed by the full faith and credit of the United States, in each
		case maturing within one year after such date; (ii) marketable direct
		obligations issued by any state of the United States of America or any
		political subdivision of any such state or any public instrumentality thereof,
		in each case maturing within one year after such date and having, at the time
		of the acquisition thereof, a rating of at least A-1 from S&P or at least
		P-1 from Moodys; (iii) commercial paper maturing no more than one year
		from the date of creation thereof and having, at the time of the acquisition
		thereof, a rating of at least A-1 from S&P or at least P-1 from
		Moodys; (iv) certificates of deposit or bankers acceptances
		maturing within one year after such date and issued or accepted by any Lender
		or by any commercial bank organized under the laws of the United States of
		America or any state thereof or the District of Columbia that (a) is at leastadequately capitalized(as
		defined in the regulations of its primary Federal banking regulator), and (b)
		has Tier 1 capital (as defined in such regulations) of not less than
		$100,000,000; (v) repurchase obligations of any Lender or of any commercial
		bank satisfying the requirements of clause (iv) of this definition, having a
		term of not more than 30 days, with respect to securities issued or fully
		guaranteed or insured by the United States government; and (vi) shares of any
		money market mutual fund that (a) has at least ninety-five percent (95%) of its
		assets invested continuously in the types of investments referred to in clauses
		(i) and (ii) above, (b) has net assets of not less than $500,000,000, and (c)
		has the highest rating obtainable from either S&P or Moodys.

Certificate Regarding Non-Bank
		Statusmeans a Certificate
		substantially in the form of Exhibit F.

Change of
		Controlmeans, at any time, (i)
		any Person orgroup(within the
		meaning of Rules 13d-3 and 13d-5 under the Exchange Act) (a) shall have
		acquired, directly or indirectly, beneficial or of record ownership of thirty
		percent (30%) or more on a fully diluted basis of the voting and/or economic
		interest in the outstanding Capital Stock of Holdings or (b) shall have
		obtained the power (whether or not exercised) to elect a majority of the
		members of the board of directors (or similar governing body) of Holdings; (ii)
		Holdings shall cease to beneficially own and control, directly or indirectly,
		one hundred percent (100%) on a fully diluted basis of the economic and voting
		interest in the outstanding Capital Stock of each of its Subsidiaries; or (iii)
		the majority of the seats (other than vacant seats) on the board of directors
		(or similar governing body) of Holdings cease to be occupied by Persons who
		either (a) were members of the board of directors of Holdings on the Closing
		Date, or (b) were nominated for election or appointed by the board of directors
		of Holdings, a majority of whom were directors on the Closing Date or whose
		election or nomination for election was previously approved by a majority of
		such directors.





-7-



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Classmeans (i) with respect to Lenders, each of the
		following classes of Lenders: (a) Lenders having Tranche A Term Loan Exposure;
		(b) Lenders having Revolving A Exposure; and (c) Lenders having Revolving B
		Exposure and (ii) with respect to Loans, each of the following classes of
		Loans: (a) Tranche A Term Loans; (b) Revolving A Loans, and (c) Revolving B
		Loans.

Closing Datemeans the date on which the Tranche A Term Loans are
		made.

Closing Date
		Certificatemeans a Closing Date
		Certificate substantially in the form of Exhibit G-1.

Closing Date Mortgaged
		Propertyas defined in Section
		3.1(g).

Collateralmeans, collectively, all of the property and assets and
		all interests therein and proceeds thereof now owned or hereafter acquired by
		any Person upon which a Lien is granted or purported to be granted by such
		Person pursuant to the Collateral Documents or any other Credit Documents as
		security for the Obligations.

Collateral Access Agreementmeans any Landlord Collateral Access
		Agreements, Bailee Letters, or any other agreement, acknowledgement or
		certificate in form and substance reasonably satisfactory to the Agents and the
		Borrowing Base Agent pursuant to which a mortgagee or lessor of real property
		on which Collateral is stored or otherwise located, or a warehouseman,
		processor, converter facility or other bailee of Inventory or other property
		owned by the Holdings or any of its Subsidiaries, acknowledges the Liens under
		the Collateral Documents and subordinates or waives any Liens held by such
		Person on such property and, in the case of any such agreement with a mortgagee
		or lessor, permits the Collateral Agent reasonable access to and the use of
		such real property during the continuance of an Event of Default to assemble,
		complete and sell any Collateral stored or otherwise located thereon.

Collateral
		Agentas defined in the preamble
		hereto.

Collateral
		Documentsmeans the Pledge and
		Security Agreement, the Holdings Pledge Agreement, the Intercreditor Agreement,
		the Mortgages, any Collateral Access Agreements, and the Collateral
		Questionnaire, and all other acknowledgments, certificates, control agreements,
		financing statements, instruments, documents and agreements delivered by any
		Credit Party pursuant to this Agreement or any of the other Credit Documents in
		order to grant to Collateral Agent, for the benefit of Secured Parties, a Lien
		on any real, personal or mixed property of that Credit Party as security for
		the Obligations, in each case, as such Collateral Documents may be amended or
		otherwise modified from time to time.

Collateral
		Questionnairemeans a perfection
		certificate in form reasonably satisfactory to Collateral Agent that provides
		information with respect to the personal or mixed property of each Credit
		Party.

Commitmentmeans any Revolving A Commitment, Revolving B
		Commitment, or Tranche A Term Loan Commitment.

Communicationsas defined in Section 9.9(a).





-8-



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Compliance
		Certificatemeans a Compliance
		certificate substantially in the form of Exhibit C.

Consolidated Adjusted
		EBITDAmeans, for any period, an
		amount determined for any Person and its Subsidiaries on a consolidated basis
		equal to:

(i) the sum, without duplication, of the
		amounts for such period of:

(a) Consolidated Net Income,plus

(b) Consolidated Interest Expense,plus

(c) provisions for taxes based on income,plus

(d) total depreciation expense,plus

(e) total amortization of deferred issuance
		costs,plus

(f) net losses from the sale or exchange of
		capital assets,plus

(g) total amortization expense,plus

(h) one-time Cash charges not to exceed
		$250,000 for each of the quarters ending September 30, 2007 and December 31,
		2007, for an aggregate of $500,000 for fiscal year 2007,plus

(i) debt extinguishment costs for fiscal
		year 2007 not to exceed (1) cash costs of $925,000 in the aggregate and (ii)
		non-cash costs of $1,105,000 in the aggregate;

(j) solely when calculating Consolidated
		Adjusted EBITDA for a quarterly period, one-time cash charges of $2,500,000 for
		each of the quarters ending September 30, 2007 and December 31, 2007, for an
		aggregate of $5,000,000 for fiscal year 2007;providedthat
		such amounts shall only be included, if, in each case, (i) before such Cash
		outlay, such restructuring initiative has been approved by the Requisite
		Lenders in their reasonable business judgment, (ii) for the preceding four (4)
		Fridays before the testing of the financial covenants set forth in Section 6.7,
		the average Availability over such four (4) Fridays calculated on a pro-forma
		basis after giving effect to such restructuring charges was not less than
		$5,500,000 and (iii) for the succeeding three (3) month period after the
		testing of such financial covenants in Section 6.7, the Availability calculated
		on a pro-forma basis after giving effect to such restructuring charges at the
		end of each month during such period shall be at least $5,500,000 (which shall
		be calculated based upon 1 (one) actual month due to the delayed testing of
		such financial covenants and two (2) months of forecasted Availability, which
		such forecast shall be reasonably satisfactory to the Administrative Agent);provided, that in the case of either quarter ending September
		30, 2007 and December 31, 2007, if the Availability tests set forth in
		sub-clauses (ii) and (iii) above would be met by adding back one-time charges
		less than $2,500,000, such amount of such one-time charges that are less than
		$2,500,000 that satisfy the Availability tests shall be permitted to be
		included,plus





-9-



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(k) solely when calculating Consolidated
		Adjusted EBITDA for a monthly period, one-time cash charges of $1,500,000 for
		each of the months ending July 31, 2007, August 31, 2007, September 30, 2007,
		October 31, 2007, November 30, 2007 and December 31, 2007, but not to exceed an
		aggregate of $5,000,000 for fiscal year 2007 and not to exceed an aggregate of
		$2,500,000 for each of the quarters ending September 30, 2007 and December 31,
		2007;providedthat such amounts shall only be included, if, in each
		case, (i) before such Cash outlay, such restructuring initiative has been
		approved by the Requisite Lenders in their reasonable business judgment, (ii)
		for the preceding four (4) Fridays before the testing of the financial
		covenants set forth in Section 6.7, the average Availability over such four (4)
		Fridays calculated on a pro-forma basis after giving effect to such
		restructuring charges was not less than $5,500,000;provided, that
		in the case of any such month, if the Availability tests set forth in
		sub-clause (ii) above would be met by adding back one-time charges less than
		$1,500,000, such amount of such one-time charges that are less than $1,500,000
		(but not more than $5,000,000 in the aggregate for fiscal year 2007 and not
		more than $2,500,000 in the aggregate for each of the quarters ending September
		30, 2007 and December 31, 2007) that satisfy the Availability tests shall be
		permitted to be included,plus

(l) other non-Cash items reducing
		Consolidated Net Income (excluding any items related to Inventory and Accounts
		and any such non-Cash item to the extent that it represents an accrual or
		reserve for potential Cash items in any future period or amortization of a
		prepaid Cash item that was paid in a prior period),minus

(ii) the sum, without duplication, of the
		amounts for such period of:

(a) other non-Cash items increasing
		Consolidated Net Income for such period (excluding any such non-Cash item to
		the extent it represents the reversal of an accrual or reserve for potential
		Cash item in any prior period),plus

(b) interest income,plus

(c) income tax credits,plus

(d) net gain from the sale or exchange of
		capital assets;

in each case, determined in accordance with
		GAAP (calculated on an Annualized Basis with respect to Sections 6.7(a) and
		6.7(f)).

Consolidated Capital
		Expendituresmeans, for any
		period, the aggregate of all expenditures of any Person and its Subsidiaries
		during such period determined on a consolidated basis that, in accordance with
		GAAP, are or should be included inpurchase
		of property and equipment (excluding the portion of liabilities under any
		Capital Lease that is or should be capitalized in accordance with GAAP) or
		which should otherwise be capitalizedor
		similar items reflected in the consolidated statement of cash flows of any
		Person and its Subsidiaries.

Consolidated Cash Interest
		Expensemeans, for any period,
		Consolidated Interest Expense for such period, excluding any amount not payable
		in Cash.





-10-



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Consolidated Current
		Assetsmeans, as at any date of
		determination, the total assets of any Person and its Subsidiaries on a
		consolidated basis that may properly be classified as current assets in
		conformity with GAAP after deducting any appropriate and adequate reserves
		therefor in conformity with GAAP, excluding Cash and Cash Equivalents.

Consolidated Current
		Liabilitiesmeans, as at any date
		of determination, the total liabilities of any Person and its Subsidiaries on a
		consolidated basis that may properly be classified as current liabilities in
		conformity with GAAP, excluding the current portion of long term debt including
		the outstanding Revolving Loans.

Consolidated Excess Cash
		Flowmeans, for any period, an
		amount (if positive) determined for any Person and its Subsidiaries on a
		consolidated basis equal to:

| | (i) | the sum, without duplication, of the
				amounts for such period of:
| | --- | --------------------------------------------------------------------

(a) Consolidated Adjusted EBITDA,plus

(b) interest income,plus

(c) other non-ordinary course income,minus

| | (ii) | the sum, without duplication, of the
				amounts for such period of:
| | ---- | --------------------------------------------------------------------

(a)
			 voluntary and scheduled repayments
				  of Consolidated Total Debt (excluding repayments of any revolving credit
				  indebtedness except to the extent the obligation of the relevant lenders to
				  make such revolving credit available is permanently reduced or terminated in
				  connection with such repayments, to the extent of such reduction or
				  termination),plus


(b)
			 Consolidated Capital Expenditures
				  made in cash;plus


(c)
			 Consolidated Cash Interest Expense,plus


(d)
			 provisions for current taxes based
				  on income of any Person and its Subsidiaries and payable in cash with respect
				  to such period.


Consolidated Fixed
		Chargesmeans, for any period,
		the sum, without duplication, of the amounts determined for any Person and its
		Subsidiaries on a consolidated basis equal to:

(i)
			 Consolidated Cash Interest Expense,plus


(ii)
			 scheduled payments of principal on
				  Consolidated Total Debt,plus


(iii)
			 Consolidated Capital Expenditures,plus


(iv)
			 dividends or distributions paid in
				  cash,plus






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(v)
			 the portion of taxes based on income
				  actually paid in cash and provisions for cash income taxes,plus


(vi)
			 all distributions to such Person in
				  excess of amounts distributed for taxes,plus


(vii)
			 all cash payments related to past
				  non-cash expenses and losses, including, with respect to the litigation between
				  the Borrower and Paul S. Wilhide, the cash payments in excess of $1,250,000,


as each of the foregoing is made during such
		period in conformity with GAAP (calculated on an Annualized Basis with respect
		to Sections 6.7(a) and 6.7(f)).

Consolidated Interest
		Expensemeans, for any period,
		total interest expense (including that portion attributable to Capital Leases
		in accordance with GAAP and capitalized interest) of any Person and its
		Subsidiaries on a consolidated basis with respect to all outstanding
		Consolidated Total Debt, including interest and fees paid under the Customer
		Agreements and all commissions, discounts and other fees and charges owed with
		respect to letters of credit and net costs under Interest Rate
		Agreements.

Consolidated Net
		Incomemeans, for any period: the
		net income (or loss) of any Person and its Subsidiaries on a consolidated basis
		for such period taken as a single accounting period determined in conformity
		with GAAP,minusthe sum of:

(a) the income (or loss) of any Person
		(other than a Subsidiary of such Person) in which any other Person (other than
		such Person or any of its Subsidiaries) has a joint interest, except to the
		extent of the amount of dividends or other distributions actually paid to any
		Person or any of its Subsidiaries by such Person during such period,plus

(b) the income (or loss) of any Person
		accrued prior to the date it becomes a Subsidiary of Holdings or is merged into
		or consolidated with Holdings or any of its Subsidiaries or that Persons
		assets are acquired by Holdings or any of its Subsidiaries,plus

(c) the income of any Subsidiary of any
		Person to the extent that the declaration or payment of dividends or similar
		distributions by that Subsidiary of that income is not at the time permitted by
		operation of the terms of its charter or any agreement, instrument, judgment,
		decree, order, statute, rule or governmental regulation applicable to that
		Subsidiary,plus

(d) any returned surplus assets of any
		Pension Plan.

Consolidated Total
		Debtmeans, without duplication,
		as at any date of determination: the difference between (1) the aggregate
		amount of all Indebtedness of any Person and its Subsidiaries determined on a
		consolidated basis in accordance with GAAP and (2) (i) for Fiscal Year 2007,
		the amount of the cash restructuring charges at any date of determination
		actually incurred that are permitted to be included pursuant to clauses (i)(i),
		(i)(h) and (i)(j) of the definition of Consolidated Adjusted
		EBITDA, and (ii) for all other periods, $0.





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Contractual
		Obligationmeans, as applied to
		any Person, any provision of any Security issued by that Person or of any
		indenture, mortgage, deed of trust, contract, undertaking, agreement or other
		instrument to which that Person is a party or by which it or any of its
		properties is bound or to which it or any of its properties is subject.

Contributing
		Guarantorsas defined in Section
		7.2.

Conversion/Continuation
		Datemeans the effective date of
		a continuation or conversion, as the case may be, as set forth in the
		applicable Conversion/Continuation Notice.

Conversion/Continuation
		Noticemeans a
		Conversion/Continuation Notice substantially in the form of Exhibit A-2.

Counterpart
		Agreementmeans a Counterpart
		Agreement substantially in the form of Exhibit H delivered by a Credit Party
		pursuant to Section 5.10.

Credit Datemeans the date of a Credit Extension.

Credit
		Documentmeans any of this
		Agreement, the Notes, if any, the Collateral Documents, the Fee Letter, the
		Intercompany Subordination Agreement, the Flow of Funds Agreement, any Letter
		of Credit Applications, all documents, instruments and agreements relating to
		L/C Funding Support, including any reimbursement agreements or other documents
		or certificates executed by Holdings in favor of Issuing Bank relating to
		Letters of Credit and all other certificates, documents, instruments or
		agreements executed and delivered by a Credit Party for the benefit of any
		Agent, Borrowing Base Agent, Issuing Bankor any Lender
		in connection herewith.

Credit
		Extensionmeans the making,
		conversion or continuance of a Loan or the issuance, amendment, extension or
		renewal of a Letter of Credit.

Credit Partymeans each Person (other than any Agent, Borrowing Base
		Agent, Issuing Bank or any Lender, Lender Counterparty or any representative
		thereof) from time to time party to a Credit Document.

Currency
		Agreementmeans any foreign
		exchange contract, currency swap agreement, futures contract, option contract,
		synthetic or other similar agreement or arrangement, each of which is for the
		purpose of hedging the foreign currency risk associated with Holdings and
		its Subsidiaries operations and not for speculative purposes.

Customer Agreement means an agreement between Borrower and one of
		its vendors, pursuant to which Borrower sells certain of its Accounts to such
		vendor, provided that such Agreement is either (i) listed as in effect on the
		date of this Agreement on Schedule 1.1(d) hereto or (ii) has been accepted in
		writing by the Collateral Agent.

Defaultmeans a condition or event that, after notice or lapse
		of time or both, would constitute an Event of Default.





-13-



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Default
		Excessmeans, with respect to any
		Defaulting Lender, the excess, if any, of such Defaulting Lenders Pro
		Rata Share of the aggregate outstanding principal amount of Loans of all
		Lenders (calculated as if all Defaulting Lenders (other than such Defaulting
		Lender) had funded all of their respective Defaulted Loans) over the aggregate
		outstanding principal amount of all Loans of such Defaulting Lender.

Default
		Periodmeans, with respect to any
		Defaulting Lender, the period commencing on the date of the applicable Funding
		Default and ending on the earliest of the following dates: (i) the date on
		which all Commitments are cancelled or terminated and/or the Obligations are
		declared or become immediately due and payable, (ii) the date on which (a) the
		Default Excess with respect to such Defaulting Lender shall have been reduced
		to zero (whether by the funding by such Defaulting Lender of any Defaulted
		Loans of such Defaulting Lender or by the non-pro rata application of any
		voluntary or mandatory prepayments of the Loans in accordance with the terms of
		Section 2.12 or Section 2.13 or by a combination thereof), and (b) such
		Defaulting Lender shall have delivered to Borrower and Administrative Agent a
		written reaffirmation of its intention to honor its obligations hereunder with
		respect to its Commitments, and (iii) the date on which Borrower,
		Administrative Agent and Requisite Lenders waive all Funding Defaults of such
		Defaulting Lender in writing.

Defaulted
		Loanas defined in Section
		2.21.

Defaulting
		Lenderas defined in Section
		2.21.

Default Ratemeans any interest payable pursuant to Section
		2.9.

Deposit
		Accountmeans a demand, time,
		savings, passbook or like account with a bank savings and loan association,
		credit union or like organization, other than an account evidenced by a
		negotiable certificate of deposit.

Dilutionmeans a percentage, based upon the experience during a
		period determined by the Administrative Agent or the Borrowing Base Agent in
		its reasonable business judgment, that is the result of dividing the dollar
		amount of (a) bad debt write-downs, discounts, warranty claims, advertising
		allowances, credits, or other dilutive items with respect to the
		Borrowers Accounts during such period, by (b) the Borrowers
		billings with respect to Accounts during such period.

Dilution
		Reservemeans, as of any date of
		determination, an amount sufficient to reduce the advance rate against Eligible
		Accounts by one percentage point for each percentage point by which Dilution is
		in excess of 5%.

Disqualified Capital Stockmeans
		Capital Stock that, by its terms (or by the terms of any security into which it
		is convertible or for which it is exchangeable), or upon the happening of any
		event, (a) matures (excluding any maturity as the result of an optional
		redemption by the issuer thereof) or is mandatorily redeemable, pursuant to a
		sinking fund obligation or otherwise, or is redeemable at the option of the
		holder thereof, in whole or in part, on or prior to the first anniversary of
		the Final Maturity Date, (b) is convertible into or exchangeable (unless at the
		sole option of the issuer thereof) for (i) debt securities or (ii) any Capital
		Stock referred to in clause (a) above, in each case at any time prior to the
		first





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anniversary of the Final Maturity Date, (c)
		contains any repurchase obligation that may come into effect prior to payment
		in full of all Obligations, (d) requires cash dividend payments prior to one
		year after the Final Maturity Date, (e) does not provide that any claims of any
		holder of such Capital Stock may have against Holdings or any other Credit
		Party (including any claims as judgment creditor or other creditor in respect
		of claims for the breach of any covenant contained therein) shall be fully
		subordinated (including a full remedy bar) to the Obligations in a manner
		reasonably satisfactory to Administrative Agent, (f) provides the holders of
		such Capital Stock thereof with any rights to receive any cash upon the
		occurrence of a change of control prior to the first anniversary date on which
		the Obligations have been irrevocably paid in full, unless the rights to
		receive such cash are contingent upon the Obligations being irrevocably paid in
		full, or (g) is prohibited by the terms of this Agreement. As used in this
		definitionFinal Maturity
		Datemeans July 19, 2012.

Dollarsand the sign$mean the lawful money of the United States of America.

Domestic
		Subsidiarymeans any Subsidiary
		organized under the laws of the United States of America, any State thereof or
		the District of Columbia.

Dutch Parallel
		Debtmeans, with respect to an
		Underlying Debt (and subject to Section 5.18 (Fall-Back)), an obligation to pay
		the Collateral Agent an amount equal to (and in the same currency as) the
		amount of that Underlying Debt.

Eligible
		Accountmeans an Account which
		has been included in a Borrowing Base Certificate as an Eligible Account to
		determine the Borrowing Base, and as to which Account, unless otherwise
		approved by Administrative Agent and the Borrowing Base Agent in their sole
		discretion, the following is true and accurate as of the time it was utilized
		to determine the Borrowing Base:

(i) such Account arose in the ordinary
		course of the business of Holdings out of either (a) a bona fide sale of
		Inventory by Holdings, and in such case such Inventory has in fact been shipped
		to the appropriate Account Debtor or the sale has otherwise been consummated in
		accordance with such order, or (b) services performed by Holdings under an
		enforceable contract (written or oral), and in such case such services have in
		fact been performed for the appropriate Account Debtor in accordance with such
		contract;

(ii) such Account represents a legally valid
		and enforceable claim which is due and owing to Holdings by such Account Debtor
		and for at least such amount as is represented by Holdings to Borrowing Base
		Agent in the applicable Borrowing Base Certificate;

(iii) such Account is evidenced by an
		invoice dated not later than the date of shipment of the related Inventory or
		the performance of the services, or other evidence of billing reasonably
		acceptable to Administrative Agent and Borrowing Base Agent giving rise to such
		Account and it is not owing more than one hundred and twenty (120) days after
		the date of the invoice corresponding to such Account (or, in the case of an
		Account owing to Holdings by Autozone, Inc., Advance Auto Parts, CSK Parts, Pep
		Boys, NAPA





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and Ozark OReilly, one hundred and
		fifty (150) days after the date of the invoice corresponding to such
		Account);

(iv) the unpaid balance of such Account as
		represented by Holdings to Borrowing Base Agent in the applicable Borrowing
		Base Certificate is not subject to any defense, counterclaim, setoff, contra
		account, credit, allowance or adjustment actually known to Holdings or asserted
		by the Account Debtor because of returned, rejected, repossessed, disputed,
		inferior or damaged Inventory or services, or for any other reason;

(v) the transactions resulting in the
		creation of such Account comply with all applicable local, state and Federal
		laws and regulations of the jurisdiction in which such Account was created
		where the failure to comply therewith could reasonably be expected to impair
		the collectibility of such Account;

(vi) such Accounts do not represent a right
		to receive progress payments and other advance billings that are due prior to
		the completion of performance by Holdings of the subject contract for goods or
		services;

(vii) such Account does not arise in a
		transaction wherein goods are placed on consignment or are sold pursuant to a
		guaranteed sale, a sale or return, a sale on approval, a bill and hold, or any
		other terms by reason of which the payment by the Account Debtor may be
		conditional;

(viii) such Account is lawfully owned by
		Holdings free and clear of any Lien other than the Lien in favor of Collateral
		Agent for the benefit of Agents, Borrowing Base Agent and Lenders granted
		pursuant to the Collateral Documents or any Lien described in clause (n) of
		Section 6.2 and otherwise continues to be in full conformity with all
		representations and warranties made by Holdings to Agents, Borrowing Base Agent
		and Lenders with respect thereto in the Credit Documents;

(ix) such Account is not owing by an Account
		Debtor who, as of the date of determination, has failed to pay fifty percent
		(50%) or more of the aggregate amount of its Accounts owing to Holdings within
		one hundred and twenty (120) days since the original invoice dates (or, in the
		case of an Account owing to Holdings by Autozone, Inc., Advance Auto Parts, CSK
		Parts, Pep Boys, NAPA and Ozark OReilly, one hundred and fifty (150) days
		since the original invoice date corresponding to such Account);

(x) such Account is unconditionally payable
		in Dollars or in Canadian Dollars (in an aggregate amount of Canadian Dollars
		not to exceed $500,000) and is not represented by any note, trade acceptance,
		draft or other negotiable instrument or by any chattel paper, except any such
		as has been endorsed and delivered by Holdings pursuant to or in accordance
		with the Collateral Documents or this Agreement on or prior to such
		Accounts inclusion in any applicable Borrowing Base Certificate;

(xi) Holdings has not received, with respect
		to such Account, any notice of the death of any general partner of the related
		Account Debtor, nor of the dissolution, liquidation, termination of existence,
		insolvency, business failure, creditors meeting of the related Account Debtor
		for the purposes of obtaining any financial concession or





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accommodation, appointment of a receiver or
		trustee for any part of the property of, assignment for the benefit of
		creditors by, or the filing of a petition in bankruptcy or the commencement of
		any proceeding under any bankruptcy or insolvency laws by or against, such
		Account Debtor;

(xii) the Account Debtor on such Account is
		not:

(a) an Affiliate of Holdings or any of its
		Subsidiaries;

(b) unless Holdings has complied with the
		provisions of the Federal Assignment of Claims Act, the United States of
		America or any department, agency, or instrumentality thereof;

(c) a Person who is formed under the laws of
		a jurisdiction outside of the United States or, with respect to Accounts not
		exceeding $500,000 in the aggregate, Canada, unless such Account is secured by
		a letter of credit or a guaranty issued by a bank reasonably acceptable to
		Administrative Agent and Borrowing Base Agent and in form and substance
		acceptable to Administrative Agent and Borrowing Base Agent, in the exercise of
		their reasonable credit judgment;

(d) an individual; or

(e) a supplier to or creditor of a Credit
		Party, unless such Account Debtor has executed a no-offset letter satisfactory
		to Administrative Agent and Borrowing Base Agent;

(xiii) such Account satisfies any other
		eligibility criteria established from time to time by Administrative Agent and
		the Borrowing Base Agent at the direction or with the concurrence of the
		Requisite Lenders, all in accordance with ordinary and customary lending
		standards, as reasonably determined by them;

(xiv) such Account is not subject to
		collection by an outside claims processor;

(xv) except as otherwise set forth on
		Schedule 1.1(c), the otherwise Eligible Accounts of any Account Debtor do not
		exceed 10% of all Eligible Accounts,provided, that
		such percentage as applied to a particular Account Debtor and its Affiliates is
		subject to reduction by Administrative Agent and Borrowing Base Agent in their
		reasonable business judgment if the creditworthiness of such Account Debtor
		deteriorates; and

(xvi) it is not owing by an Account Debtor
		the continued collectability of whose obligations Administrative Agent and
		Borrowing Base Agent shall have determined, acting in the exercise of its
		reasonable credit judgment, have become materially impaired and Administrative
		Agent or Borrowing Base Agent shall have notified Holdings are thus not deemed
		to constitute Eligible Accounts.

Any Account which is at any time an Eligible
		Account but which fails to meet any of the foregoing requirements at a
		subsequent date of determination, shall immediately cease to be an Eligible
		Account for so long as it does not meet any of the foregoing
		requirements;





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provided, that such requirements may be revised from time to
		time by Administrative Agent or the Borrowing Base Agent in the exercise of its
		reasonable business judgment to address the results of any audits performed by
		Agents or Borrowing Base Agent after the Closing Date. Eligible Accounts shall
		be calculated net of customer deposits and unapplied cash remitted to
		Holdings.

Eligible
		Assigneemeans (i) in the case of
		the Revolving Loans or Revolving Commitments, (a) any Lender with Revolving
		Exposure or any Affiliate (other than a natural person) of any Lender with
		Revolving Exposure, (b) a commercial bank organized under the laws of the
		United States, or any state thereof, and having total assets or net worth in
		excess of $100,000,000, (c) a commercial bank organized under the laws of any
		other country which is a member of the Organization for Economic Cooperation
		and Development or a political subdivision of any such country and which has
		total assets or net worth in excess of $100,000,000,providedthat
		such bank is acting through a branch or agency located in the United States,
		and (d) a finance company, insurance company, or other financial institution or
		fund that is engaged in making, purchasing, or otherwise investing in
		commercial loans in the ordinary course of its business and having (together
		with its Affiliates) total assets or net worth in excess of $100,000,000, and
		(ii) in the case of the Tranche A Term Loans, (a) any Lender, any Affiliate of
		any Lender and any Related Fund (any two or more Related Funds being treated as
		a single Eligible Assignee for all purposes hereof), and (b) any commercial
		bank, insurance company, investment or mutual fund or other entity that is anaccredited investor(as
		defined in Regulation D under the Securities Act) and which extends credit or
		buys loans as one of its businesses;provided, that
		neither Holdings nor any Affiliate of Holdings shall, in any event, be an
		Eligible Assignee.

Eligible
		Inventorymeans Inventory
		consisting of all finished goods and raw materials of Holdings which meets each
		of the following requirements:

(i) it is lawfully owned by Holdings free
		and clear of any Lien other than the Lien in favor of Collateral Agent for the
		benefit of Agents, Borrowing Base Agent and Lenders granted pursuant to the
		Collateral Documents or any Lien described in clauses (c), (l) and (n) of
		Section 6.2 and otherwise continues to be in full conformity with all
		representations and warranties made by Holdings to Agents, Borrowing Base Agent
		and Lenders with respect thereto in the Credit Documents;

(ii) it was acquired in the ordinary course
		of business of Holdings, does not represent damaged, obsolete or unsaleable
		goods and may be lawfully sold;

(iii) it is in the possession and control of
		Holdings and it is stored and held in facilities owned by Holdings or, if such
		facilities are not so owned, Collateral Agent is in possession of a Collateral
		Access Agreement;

(iv) it is not Inventory produced in
		violation of the Fair Labor Standards Act and subject to the hot
		goods provisions contained in Title 29 U.S.C. §215;

(v) it is located in (x) the United States
		or in any territory or possession of the United States that has adopted Article
		9 of the UCC or (y) Canada, only to the extent the





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Collateral Agent has perfected its security
		interest in, and obtained any Collateral Access Agreement required by the
		Collateral Agent with respect to such Inventory located in Canada;

(vi) it is not in transit to
		Holdings or held or acquired by Holdings on consignment other than Inventory
		(A) in transit between one United States location of Holdings to another United
		States location of Holdings and (B) in transit to a Person party to a
		Collateral Access Agreement;

(vii) it is not tooling;

(viii) no Account or document of title has
		been created or issued with respect to it;

(ix) it does not consist of goods that are
		slow moving (which for purposes of this Agreement, shall mean goods that will
		not be sold within 24 months based on the last 24 months of sales of such good,
		but shall exclude any new goods that have been available for sale for less than
		24 months as determined in Administrative Agents and Borrowing Base
		Agents reasonable discretion), supplies or goods that constitute spare
		parts, packaging and shipping materials, bill and hold goods or defective
		goods;

(x) it is not work in process;

(xi) it is not capitalized expenses
		constituting Inventory; and

(xii) Administrative Agent or Borrowing Base
		Agent shall not have determined in its reasonable credit judgment, that such
		Inventory is no longer saleable to its intended purchasers.

Inventory which is at any time Eligible
		Inventory but which fails to meet any of the foregoing requirements at a
		subsequent date of determination shall forthwith cease to be Eligible Inventory
		for so long as it does not meet any of the foregoing requirement;provided, that such requirements may be revised from time to
		time by Administrative Agent or Borrowing Base Agent in the exercise of its
		reasonable business judgment to address the results of any appraisals or audits
		performed by Agents or Borrowing Base Agent after the Closing Date.

Employee Benefit
		Planmeans anyemployee
		benefit planas defined in Section 3(3) of ERISA, other than a
		Multiemployer Plan, which is or was sponsored, maintained or contributed to by,
		or required to be contributed by, Holdings, any of its Subsidiaries or any of
		their respective ERISA Affiliates.

Environmental
		Claimmeans any investigation,
		notice, notice of violation, claim, action, suit, proceeding, demand, abatement
		order or other order or directive (conditional or otherwise), by any
		Governmental Authority or any other Person, arising (i) pursuant to or in
		connection with any actual or alleged violation of any Environmental Law; (ii)
		in connection with any Hazardous Material or any actual or alleged Hazardous
		Materials Activity; or (iii) in connection with any actual or alleged damage,
		injury, threat or harm to health, safety, natural resources or the
		environment.





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Environmental
		Lawsmeans any and all current or
		future foreign or domestic, Federal or state (or any subdivision of either of
		them), statutes, ordinances, orders, rules, regulations, judgments,
		Governmental Authorizations, or any other requirements of Governmental
		Authorities imposing liability or establishing standards of conduct for or
		relating to (i) human health and safety, protection of the environment or
		other environmental matters, including those relating to any Hazardous
		Materials Activity; (ii) the generation, use, storage, transportation or
		disposal of Hazardous Materials; or (iii) occupational safety and health,
		industrial hygiene, land use or the protection of human, plant or animal health
		or welfare.

ERISAmeans the Employee Retirement Income Security Act of
		1974, as amended from time to time, and any successor thereto, in each case
		together with the regulations thereunder.

ERISA
		Affiliatemeans, as applied to
		any Person, (i) any corporation which is a member of a controlled group of
		corporations within the meaning of Section 414(b) of the Internal Revenue Code
		of which that Person is a member; (ii) any trade or business (whether or not
		incorporated) which is a member of a group of trades or businesses under common
		control within the meaning of Section 414(c) of the Internal Revenue Code of
		which that Person is a member; and (iii) any member of an affiliated service
		group within the meaning of Section 414(m) or (o) of the Internal Revenue Code
		of which that Person, any corporation described in clause (i) above or any
		trade or business described in clause (ii) above is a member. Any former ERISA
		Affiliate of Holdings or any of its Subsidiaries shall continue to be
		considered an ERISA Affiliate of Holdings or any such Subsidiary within the
		meaning of this definition with respect to the period such entity was an ERISA
		Affiliate of Holdings or such Subsidiary and with respect to liabilities
		arising after such period for which Holdings or such Subsidiary could be liable
		under the Internal Revenue Code or ERISA.

ERISA Eventmeans (i) areportable
		eventwithin the meaning of Section 4043 of ERISA and the
		regulations issued thereunder with respect to any Pension Plan (excluding those
		for which the provision for 30-day notice to the PBGC has been waived by
		regulation); (ii) the failure to meet the minimum funding standard of Section
		412 of the Internal Revenue Code with respect to any Pension Plan (whether or
		not waived in accordance with Section 412(d) of the Internal Revenue Code) or
		the failure to make by its due date a required installment under Section 412(m)
		of the Internal Revenue Code with respect to any Pension Plan or the failure to
		make any required contribution to a Multiemployer Plan; (iii) notice of intent
		to terminate a Pension Plan in a distress termination described in Section
		4041(c) of ERISA; (iv) the imposition of liability on Holdings, any of its
		Subsidiaries, or any of their respective ERISA Affiliates with respect to the
		withdrawal by Holdings, any of its Subsidiaries or any of their respective
		ERISA Affiliates from any Pension Plan with two or more non-related
		contributing sponsors or the termination of any such Pension Plan resulting in
		liability to Holdings, any of its Subsidiaries or any of their respective ERISA
		Affiliates pursuant to Section 4063 or 4064 of ERISA; (v) the institution by
		the PBGC of proceedings to terminate any Pension Plan, or the occurrence of any
		event or condition which might reasonably constitute grounds under ERISA for
		the termination of, or the appointment of a trustee to administer, any Pension
		Plan; (vi) the imposition of liability on Holdings, any of its Subsidiaries or
		any of their respective ERISA Affiliates pursuant to Section 4062(e) or 4069 of
		ERISA or by reason of the application of Section 4212(c) of ERISA; (vii) the
		withdrawal of Holdings, any of its Subsidiaries or any of





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their respective ERISA Affiliates in a
		complete or partial withdrawal (within the meaning of Sections 4203 and 4205 of
		ERISA) from any Multiemployer Plan if there is any liability or potential
		liability therefor, or the receipt by Holdings, any of its Subsidiaries or any
		of their respective ERISA Affiliates of notice from any Multiemployer Plan that
		it is in reorganization or insolvency pursuant to Section 4241 or 4245 of
		ERISA, or that it intends to terminate or has terminated under Section 4041A or
		4042 of ERISA; (viii) the occurrence of an act or omission which could give
		rise to the imposition on Holdings, any of its Subsidiaries or any of their
		respective ERISA Affiliates of fines, penalties, taxes or related charges under
		Chapter 43 of the Internal Revenue Code or under Section 409, Section 502(c),
		(i) or (l), or Section 4071 of ERISA in respect of any Employee Benefit Plan;
		(ix) the imposition of material liability with respect to any claim (other than
		routine claims for benefits or claims covered by insurance) against any
		Employee Benefit Plan or the assets thereof, or against Holdings, any of its
		Subsidiaries or any of their respective ERISA Affiliates in connection with any
		Employee Benefit Plan; (x) receipt from the Internal Revenue Service of notice
		of the failure of any Pension Plan (or any other Employee Benefit Plan intended
		to be qualified under Section 401(a) of the Internal Revenue Code) to qualify
		under Section 401(a) of the Internal Revenue Code, or the failure of any trust
		forming part of any Pension Plan to qualify for exemption from taxation under
		Section 501(a) of the Internal Revenue Code; (xi) the imposition of a Lien
		pursuant to Section 401(a)(29) or 412(n) of the Internal Revenue Code or
		pursuant to ERISA with respect to any Pension Plan; or (xii) the imposition of
		any material liability under Title IV of ERISA, other than the PBGC premiums
		due but not delinquent under Section 4007 of ERISA, upon Holdings, any of its
		Subsidiaries or any of their respective ERISA Affiliates; or (xiii) any other
		event or condition with respect to a Pension Plan or Multiemployer Plan that
		could reasonably be expected to result in material liability of
		Holdings.

Event of
		Defaultmeans each of the
		conditions or events set forth in Section 8.1.

Exchange Actmeans the Securities Exchange Act of 1934, as amended
		from time to time, and any successor statute.

Existing Credit
		Documentsmeans that certain
		Amended and Restated Loan and Security Agreement dated as of February 28, 2007,
		by and among the financial institutions party thereto as lenders, Holdings, as
		borrower, Guarantors, as guarantors, and Wachovia Capital Finance Corporation
		(New England), as agent, together with all related Loan Documents (as such term
		is defined therein), all as amended, restated, supplemented or otherwise
		modified prior to the Closing Date.

Existing
		Indebtednessmeans Indebtedness
		and other obligations outstanding under the Existing Credit Documents.

Extraordinary
		Receiptsmeans any cash received
		by or paid to or for the account of Holdings or any of it Subsidiaries not in
		the ordinary course of business, including any foreign, United States, state or
		local tax refunds, pension plan reversions, judgments, proceeds of settlements
		or other consideration of any kind in connection with any cause of action,
		condemnation awards (and payments in lieu thereof), indemnity payments and any
		purchase price adjustment received in connection with any purchase agreement
		and proceeds of insurance





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(excluding, however, any Net Asset Sale
		Proceeds which are subject to Section 2.13(a) and any Net
		Insurance/Condemnation Proceeds which are subject to Section 2.13(b)).

Facilitymeans any real property (including all buildings,
		fixtures or other improvements located thereon) now, hereafter or heretofore
		owned, leased, operated or used by Holdings or any of its Subsidiaries or any
		of their respective predecessors or Affiliates.

Fair Share Contribution
		Amountas defined in Section
		7.2.

Fair Shareas defined in Section 7.2.

Federal Funds Effective
		Ratemeans for any day, the rate
		per annum (expressed, as a decimal, rounded upwards, if necessary, to the next
		higher one-hundredth of one percent (1/100 of 1%)) equal to the weighted
		average of the rates on overnight Federal funds transactions with members of
		the Federal Reserve System arranged by Federal funds brokers on such day, as
		published by the Federal Reserve Bank of New York on the Business Day next
		succeeding such day;provided, that,
		(i) if such day is not a Business Day, the Federal Funds Effective Rate for
		such day shall be such rate on such transactions on the next preceding Business
		Day as so published on the next succeeding Business Day, and (ii) if no such
		rate is so published on such next succeeding Business Day, the Federal Funds
		Effective Rate for such day shall be the average of the quotations for the day
		of such transactions received by Administrative Agent from three Federal funds
		brokers of recognized standing selected by it.

Fee Lettermeans the letter agreement dated the date hereof
		between Borrower and Administrative Agent.

Financial Officer
		Certificationmeans, with respect
		to the financial statements for which such certification is required, the
		certification of the chief financial officer of Holdings that such financial
		statements fairly present, in all material respects, the financial condition of
		Holdings and its Subsidiaries as at the dates indicated and the results of
		their operations and their cash flows for the periods indicated, in each case
		in conformity with GAAP applied on a consistent basis, subject, in the case of
		interim financial statements, to changes resulting from normal audit and
		year-end adjustments;provided, that
		with respect to the certification delivered in connection with Section 5.1(a),
		such certificate shall be qualified to the knowledge of the chief financial
		officer.

Financial
		Planas defined in Section
		5.1(i).

First
		Prioritymeans, with respect to
		any Lien purported to be created in any Collateral pursuant to any Collateral
		Document, that such Lien is a valid, legal and enforceable Lien having priority
		over all other Liens to which such Collateral is or may become subject.

Fiscal
		Quartermeans a fiscal quarter of
		any Fiscal Year.

Fiscal Yearmeans (a) the fiscal year of Holdings and its
		Subsidiaries (other than NRF) ending on December 31 of each calendar year and
		(b) the fiscal year of NRF ending on November 30 of each calendar year.





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Fixed Charge Coverage
		Ratiomeans the ratio as of the
		last day of any Fiscal Quarter of (i) Consolidated Adjusted EBITDA for the
		four-Fiscal Quarter period then ending, taken as a single accounting period, to
		(ii) Consolidated Fixed Charges for such four-Fiscal Quarter period.

Flood Hazard
		Propertymeans any Real Estate
		Asset subject to a mortgage in favor of Collateral Agent, for the benefit of
		the Secured Parties, and located in an area designated by the Federal Emergency
		Management Agency as having special flood or mud slide hazards.

Flow of Funds
		Agreementmeans that certain Flow
		of Funds Agreement, dated as of the Closing Date, duly executed by each Credit
		Party, each Agent, Borrowing Base Agent, each Lender and any other person party
		thereto, in form and substance reasonably satisfactory to the Agents, in
		connection with the disbursement of Loan proceeds in accordance with Section
		2.5 of this Agreement.

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

Funding
		Defaultas defined in Section
		2.21.

Funding
		Guarantoras defined in Section
		7.2.

Funding
		Noticemeans a notice
		substantially in the form of Exhibit A-1.

GAAPmeans, subject to the limitations on the application
		thereof set forth in Section 1.2, United States generally accepted accounting
		principles in effect as of the date of determination thereof.

Governmental Actsmeans any act or omission, whether
		rightful or wrongful, of any Governmental Authority.

Governmental
		Authoritymeans any Federal,
		state, municipal, national or other government, governmental department,
		commission, board, bureau, court, agency or instrumentality or political
		subdivision thereof or any entity or officer exercising executive, legislative,
		judicial, regulatory or administrative functions of or pertaining to any
		government or any court, in each case whether associated with a state of the
		United States, the United States, or a foreign entity or government.

Governmental
		Authorizationmeans any permit,
		license, authorization, plan, directive, consent order or consent decree of or
		from any Governmental Authority.

Granting
		Lenderas defined in Section
		10.7.

Grantoras defined in the Pledge and Security Agreement.

Guarantee means, with
		respect to any Person, any obligation, contingent or otherwise, of such Person
		guaranteeing or having the economic effect of guaranteeing any Indebtedness or
		other obligation of any other Person in any manner, whether directly or
		indirectly, and including any obligation of the guarantor, direct or indirect,
		that is (a) an





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obligation of such Person the primary
		purpose or intent of which is to provide assurance to an obligee that the
		obligation of the obligor thereof will be paid or discharged, or any agreement
		relating thereto will be complied with, or the holders thereof will be
		protected (in whole or in part) against loss in respect thereof; or (b) a
		liability of such Person for an obligation of another through any agreement
		(contingent or otherwise) (i) to purchase, repurchase or otherwise acquire such
		obligation or any security therefor, or to provide funds for the payment or
		discharge of such obligation (whether in the form of loans, advances, stock
		purchases, capital contributions or otherwise) or (ii) to maintain the solvency
		or any balance sheet item, level of income or financial condition of another
		if, in the case of any agreement described under subclauses (i) or (ii) of this
		clause (b), the primary purpose or intent thereof is as described in clause (a)
		above.

Guaranteed
		Obligationsmeans as defined in
		Section 7.1.

Guarantormeans each Domestic Subsidiary of Holdings.

Guarantymeans the guaranty of each Guarantor set forth in
		Section 7.

Hazardous
		Materialsshall include, without
		regard to amount and/or concentration (a) any element, compound, or chemical
		that is defined, listed or otherwise classified as a contaminant, pollutant,
		toxic pollutant, toxic or hazardous substances, extremely hazardous substance
		or chemical, hazardous waste, medical waste, biohazardous or infectious waste,
		special waste, or solid waste under Environmental Laws; (b) petroleum,
		petroleum-based or petroleum-derived products; (c) polychlorinated biphenyls;
		(d) any substance exhibiting a hazardous waste characteristic under
		Environmental Law including but not limited to corrosivity, ignitibility,
		toxicity or reactivity as well as any radioactive or explosive materials; and
		(e) any asbestos-containing materials.

Hazardous Materials
		Activitymeans any past, current,
		proposed or threatened activity, event or occurrence involving any Hazardous
		Materials, including the use, manufacture, possession, storage, holding,
		presence, existence, location, Release, threatened Release, discharge,
		placement, generation, transportation, processing, construction, treatment,
		abatement, removal, remediation, disposal, disposition or handling of any
		Hazardous Materials, and any Remedial Action with respect to any of the
		foregoing.

Highest Lawful
		Ratemeans the maximum lawful
		interest rate, if any, that at any time or from time to time may be contracted
		for, charged, or received under the laws applicable to any Lender which are
		presently in effect or, to the extent allowed by law, under such applicable
		laws which may hereafter be in effect and which allow a higher maximum
		nonusurious interest rate than applicable laws now allow.

Historical Financial
		Statementsmeans as of the
		Closing Date, (i) (a) the audited financial statements of (x) Holdings and
		its Subsidiaries, (y) NRF and its Subsidiaries and (b) the fiscal
		opinion in respect of Proliance International de Mexico SA de CV, in each
		case, for the Fiscal Year ended December 31, 2006, consisting of balance sheets
		and the related consolidated statements of income, stockholders equity and cash
		flows for such Fiscal Year and (ii) for the interim period from January 1, 2007
		to the Closing Date, internally prepared, unaudited financial statements of (a)
		Holdings and its Subsidiaries, (b) Holdings and its





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Domestic Subsidiaries and Proliance
		International de Mexico SA de CV, (c) NRF and its Subsidiaries, and (d)
		Holdings Mexican Subsidiaries, in each case, consisting of a balance
		sheet and the related consolidated statements of income, cash flows for each
		fiscal quarterly period completed prior to forty-six (46) days before the
		Closing Date and for each fiscal month completed prior to thirty-one (31) days
		prior to the Closing Date, in the case of clauses (i) and (ii), certified by
		the chief financial officer of Holdings to the effect that such financial
		statements fairly present, in all material respects, the financial condition of
		Holdings and its Subsidiaries; NRF and its Subsidiaries and Holdings
		Mexican Subsidiaries, as applicable, as at the dates indicated and the results
		of their operations and their cash flows for the periods indicated, subject, if
		applicable, to changes resulting from audit and normal year end
		adjustments.

Holdingsas defined in the preamble hereto.

Holdings Pledge
		Agreementmeans the pledge of
		shares agreement governed by the laws of The Netherlands, in form and substance
		reasonably satisfactory to the Collateral Agent, pursuant to which Aftermarket
		Delaware Corporation pledges 65% of its equity interests in NRF to the
		Collateral Agent, for the benefit of the Agents, Borrowing Base Agent and the
		Lenders.

Increased Cost
		Lenderas defined in Section
		2.22.

Indebtednessmeans, as applied to any Person, without duplication,
		(i) all indebtedness for borrowed money; (ii) that portion of obligations with
		respect to Capital Leases that is properly classified as a liability on a
		balance sheet in conformity with GAAP; (iii) all obligations of such
		Person evidenced by notes, bonds or similar instruments or upon which interest
		payments are customarily paid and all obligations in respect of drafts accepted
		representing extensions of credit whether or not representing obligations for
		borrowed money; (iv) any obligation owed for all or any part of the deferred
		purchase price of property or services (excluding trade payables incurred in
		the ordinary course of business having a term of less than six (6) months that
		are not overdue by more than (1) sixty (60) days or (2) ninety (90) days in an
		aggregate amount not to exceed $2,500,000) which purchase price is (a) due more
		than six (6) months from the date of incurrence of the obligation in respect
		thereof or (b) evidenced by a note or similar written instrument; (v) all
		obligations created or arising under any conditional sale or other title
		retention agreement with respect to property acquired by such person,
		(vi) all indebtedness secured by any Lien on any property or asset owned
		or held by that Person regardless of whether the indebtedness secured thereby
		shall have been assumed by that Person or is nonrecourse to the credit of that
		Person; (vii) the face amount of any letter of credit or letter of
		guaranty issued, bankers acceptances facilities, surety bond and similar
		credit transactions for the account of that Person or as to which that Person
		is otherwise liable for reimbursement of drawings or drafts; (viii) the
		direct or indirect guaranty, endorsement (otherwise than for collection or
		deposit in the ordinary course of business), co-making, discounting with
		recourse or sale with recourse by such Person of the obligation of another;
		(ix) any obligation of such Person the primary purpose or intent of which
		is to provide assurance to an obligee that the obligation of the obligor
		thereof will be paid or discharged, or any agreement relating thereto will be
		complied with, or the holders thereof will be protected (in whole or in part)
		against loss in respect thereof; (x) any liability of such Person for an
		obligation of another through any agreement (contingent or otherwise) (a) to
		purchase, repurchase or otherwise acquire such obligation or any
		security





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therefor, or to provide funds for the
		payment or discharge of such obligation (whether in the form of loans,
		advances, stock purchases, capital contributions or otherwise) or (b) to
		maintain the solvency or any balance sheet item, level of income or financial
		condition of another if, in the case of any agreement described under
		subclauses (a) or (b) of this clause (x), the primary purpose or intent
		thereof is as described in clause (ix) above; (xi) all net
		liabilities of such Person in respect of any exchange traded or over the
		counter derivative transaction, including any Interest Rate Agreement and any
		other Currency Agreement, whether entered into for hedging or speculative
		purposes (it being understood that any such liabilities shall be excluded from
		the calculation of any financial covenants under any Credit Documents);
		(xii) all obligations of such Person, contingent or otherwise, to
		purchase, redeem, retire or otherwise acquire for value any Capital Stock of
		such Person and (xii) all Attributable Debt of such Person. The Indebtedness of
		any Person shall include the Indebtedness of any partnership or joint venture
		in which such Person is a general partner or joint venturer, unless such
		Indebtedness is expressly non-recourse to such Person. Any intercompany
		Indebtedness among the Credit Parties shall be excluded from the calculation of
		any financial covenants under the Credit Documents.

Indemnified
		Liabilitiesmeans, collectively,
		any and all liabilities, obligations, losses, damages (including natural
		resource damages), penalties, claims (including Environmental Claims), costs
		(including the costs of any investigation, study, sampling, testing, abatement,
		cleanup, removal, remediation or other response action necessary to remove,
		remediate, clean up or abate any Hazardous Materials Activity), expenses and
		disbursements of any kind or nature whatsoever (including the reasonable fees
		and disbursements of counsel for Indemnitees in connection with any
		investigative, administrative or judicial proceeding commenced or threatened by
		any Person, whether or not any such Indemnitee shall be designated as a party
		or a potential party thereto, and any fees or expenses incurred by Indemnitees
		in enforcing this indemnity), whether direct, indirect or consequential and
		whether based on any Federal, state or foreign laws, statutes, rules or
		regulations (including securities and commercial laws, statutes, rules or
		regulations and Environmental Laws), on common law or equitable cause or on
		contract or otherwise, that may be imposed on, incurred by, or asserted against
		any such Indemnitee, in any manner relating to or arising out of (i) this
		Agreement or the other Credit Documents or the transactions contemplated hereby
		or thereby (including the Lenders agreement to make Credit Extensions or
		the use or intended use of the proceeds thereof, or any enforcement of any of
		the Credit Documents (including any sale of, collection from, or other
		realization upon any of the Collateral or the enforcement of the Guaranty));
		(ii) the statements contained in the commitment letter or proposal letter
		delivered by any Lender to Holdings with respect to the transactions
		contemplated by this Agreement; or (iii) any Environmental Claim against or any
		Hazardous Materials Activity relating to or arising from, directly or
		indirectly, any past or present activity, operation, land ownership, or
		practice of Holdings or any of its Subsidiaries.

Indemniteeas defined in Section 10.3(a).

Indemnitee Agent
		Partyas defined in Section
		9.6.

Insolvency
		Proceedingmeans any proceeding
		commenced by or against any Person under any provision of the Bankruptcy Code
		or under any other national, state, provincial or federal bankruptcy or
		insolvency law, assignments for the benefit of creditors, formal or





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informal moratoria, compositions, extensions
		generally with creditors, or proceedings seeking reorganization, arrangement,
		or other similar relief.

Intercompany Subordination
		Agreement means that certain Intercompany Subordination Agreement,
		dated as of the date hereof, made by the Credit Parties and their Subsidiaries
		in favor of the Collateral Agent for the benefit of the Agents, Borrowing Base
		Agent and the Lenders.

Intercreditor
		Agreementmeans an Intercreditor
		Agreement, dated as of the date hereof, by and among the Credit Parties, the
		Collateral Agent and Enterex Industrial Co., Ltd., in form and substance
		satisfactory to the Collateral Agent, as the same may be amended, restated,
		supplemented or otherwise modified from time to time.

Interest Payment
		Datemeans with respect to (i)
		any Base Rate Loan, (a) the last day of each month, commencing on the first
		such date to occur after the Closing Date, and (b) the final maturity date
		of such Loan; and (ii) any LIBOR Rate Loan, the last day of each Interest
		Period applicable to such Loan (provided,however, that, in the case of any Interest Period greater than
		3 months in duration, interest shall be payable at 3 month intervals after the
		commencement of the applicable Interest Period and on the last day of such
		Interest Period);

Interest
		Periodmeans, in connection with
		a LIBOR Rate Loan, an interest period of one (1), two (2), three (3) months or
		six (6) months, as selected by Borrower in the applicable Funding Notice or
		Conversion/Continuation Notice, (i) initially, commencing on the Credit Date or
		Conversion/Continuation Date thereof, as the case may be; and (ii) thereafter,
		commencing on the day on which the immediately preceding Interest Period
		expires;provided, that, (a) if an Interest Period would otherwise expire
		on a day that is not a Business Day, such Interest Period shall expire on the
		next succeeding Business Day unless no further Business Day occurs in such
		month, in which case such Interest Period shall expire on the immediately
		preceding Business Day; (b) any Interest Period that begins on the last
		Business Day of a calendar month (or on a day for which there is no numerically
		corresponding day in the calendar month at the end of such Interest Period)
		shall, subject to clauses (c) and (d) of this definition, end on the last
		Business Day of a calendar month; (c) no Interest Period with respect to any
		portion of any Tranche A Term Loans shall extend beyond such Tranche A Term
		Loan Maturity Date; and (d) no Interest Period with respect to any portion of
		the Revolving Loans shall extend beyond the Revolving Commitment Termination
		Date.

Interest Rate
		Agreementmeans any interest rate
		swap agreement, interest rate cap agreement or interest rate collar agreement,
		interest rate hedging agreement or other similar agreement or arrangement, each
		of which is (i) for the purpose of hedging the interest rate exposure
		associated with Holdings and its Subsidiaries operations, (ii) approved
		by Administrative Agent, and (iii) not for speculative purposes.

Interest Rate Determination
		Datemeans, with respect to any
		Interest Period, the date that is two Business Days prior to the first day of
		such Interest Period.





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Internal Control
		Eventmeans a material weakness
		in, or fraud that involves management of Holdings, which fraud has a material
		effect on Holdings internal controls over public reporting, in each case
		as described in the Securities Laws.

Internal Revenue
		Codemeans the Internal Revenue
		Code of 1986, as amended to the date hereof and from time to time hereafter,
		and any successor statute.

Inventorymeans, with respect to any Person, all of such
		Persons now owned and hereafter existing or acquired goods, wherever
		located, which (a) are held by such Person for sale; or (b) consist of raw
		materials, work in process, finished goods or materials used or consumed in its
		business.

Investmentmeans (i) any direct or indirect purchase or other
		acquisition by Holdings or any of its Subsidiaries of, or of a beneficial
		interest in, any of the Securities of any other Person; (ii) any direct or
		indirect redemption, retirement, purchase or other acquisition for value, by
		any Subsidiary of Holdings from any Person, of any Capital Stock of such
		Person; (iii) any direct or indirect loan, advance or capital
		contributions by Holdings or any of its Subsidiaries to any other Person,
		including all indebtedness and Accounts from that other Person that are not
		current assets or did not arise from sales to that other Person in the ordinary
		course of business; and (iv) any direct or indirect Guarantee of any
		obligations of any other Person. The amount of any Investment shall be the
		original cost of such Investmentplusthe cost of
		all additions thereto, without any adjustments for increases or decreases in
		value, or write-ups, write-downs or write-offs with respect to such
		Investment.

Issuance
		Noticemeans an Issuance Notice
		substantially in the form of Exhibit A-3.

Issuing Bankmeans Wachovia Bank, National Association or, if
		Wachovia Bank, National Association is no longer the Issuing Bank, any
		financial institution designated by the Administrative Agent to issue Letters
		of Credit, in each case together with its permitted successors and assigns in
		such capacity, and the term Issuing Bank in each such instance,
		shall mean the Issuing Bank with respect to such Letter of Credit.

Joint Venturemeans a joint venture, partnership or other similar
		arrangement, whether in corporate, partnership or other legal form;provided, that, in no event shall any corporate Subsidiary of
		any Person be considered to be a Joint Venture to which such Person is a
		party.

Landlord Collateral Access
		Agreementmeans a Landlord
		Consent and Subordination Agreement substantially in the form of Exhibit K with
		such amendments or modifications as may be approved by Collateral Agent.

Landlord Consent and Estoppelmeans, with respect to any Leasehold
		Property, a letter, certificate or other instrument in writing from the lessor
		under the related lease, pursuant to which, among other things, the landlord
		consents to the granting of a Mortgage on such Leasehold Property by the Credit
		Party tenant, such Landlord Consent and Estoppel substantially in the form of
		Exhibit O with such amendments or modifications as may be approved by
		Collateral Agent.





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L/C Funding
		Supportmeans any reimbursement
		arrangement, guaranty, cash collateral arrangement or other credit support
		provided by Administrative Agent to an Issuing Bank in respect of any Letter of
		Credit issued for the benefit of Borrower.

Lead Arrangeras defined in the preamble hereto.

Leasehold
		Propertymeans any leasehold
		interest of any Credit Party as lessee under any lease of real property, other
		than any such leasehold interest designated from time to time by Collateral
		Agent in its sole discretion as not being required to be included in the
		Collateral.

Lendermeans each lender listed on the signature pages hereto
		as a Lender, and any other Person that becomes a party hereto pursuant to an
		Assignment Agreement other than any such Person that ceases to be a party
		hereto pursuant to an Assignment Agreement.

Lender
		Counterpartymeans each Lender or
		any Affiliate of a Lender counterparty to an Interest Rate Agreement (including
		any Person who is a Lender (and any Affiliate thereof) as of the Closing Date
		but subsequently, whether before or after entering into an Interest Rate
		Agreement, ceases to be a Lender).

Letter of
		Creditmeans a standby letter of
		credit issued or to be issued by Issuing Bank for the benefit of Borrower,
		including, without limitation, the existing letters of credit under the
		Existing Credit Documents. Schedule 1.1(b) hereto contains a list of all
		letters of credit outstanding on the Closing Date pursuant to the Existing
		Credit Documents. For the period from and after the Closing Date, each such
		letter of credit, including any extension or renewal thereof shall constitute a
		Letter of Credit issued for the account of Borrower, for all
		purposes of this Agreement, including, without limitation, calculations of
		Availability, the Borrowing Base, Letter of Credit fees, and Letter of Credit
		Usage.

Letter of Credit
		Applicationas defined in Section
		2.3(a).

Letter of Credit
		Sublimitmeans the lesser of (i)
		$7,500,000, and (ii) the aggregate unused amount of the Revolving A Commitments
		then in effect.

Letter of Credit
		Usagemeans, as at any date of
		determination and without duplication, the sum of (i) the maximum aggregate
		amount which is, or at any time thereafter may become, available for drawing
		under all Letters of Credit then outstanding, and (ii) the aggregate amount of
		all drawings under Letters of Credit honored by Issuing Bank the repayment of
		which shall not, at such time, have been funded with a drawing of a Revolving
		Loan.

LIBOR Rate
		Loanmeans a Loan bearing
		interest at a rate determined by reference to the Adjusted LIBOR Rate.

Lienmeans (i) any lien, mortgage, pledge, assignment,
		hypothec, deed of trust, security interest, charge or encumbrance of any kind
		(including any agreement to give any of the foregoing, any conditional sale or
		other title retention agreement, and any lease in the nature thereof) and any
		option, trust or other preferential arrangement having the practical effect of
		any





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of the foregoing, and (ii) in the case of
		Securities, any purchase option, call or similar right of a third party with
		respect to such Securities.

Loanmeans a Tranche A Term Loan, a Revolving A Loan and a
		Revolving B Loan.

Make-Whole
		Amountmeans (i) at any time on
		or prior to the date that is 12 months from Closing Date, an amount, in
		addition to the principal repaid, equal to the sum of (A) the present value at
		such time of all required interest payments on the portion of the Tranche A
		Term Loan prepaid and the amount of the reduction of the Revolving Commitments
		or all of the Revolving Commitments in the case of a termination of such
		commitments (assuming that the applicable interest rate is the then current one
		month Adjusted LIBOR Rate plus the then effective Applicable Margin, and
		assuming in the case of a reduction or termination of the Revolving Commitments
		that the portion of the Revolving Commitments that was reduced or terminated
		was to be fully funded up until the date that is 12 months after the Closing
		Date ) due thereon through the date that is 12 months after the Closing Date
		computed using a discount rate equal to the then current one month Adjusted
		LIBOR Rateplus(B) the lesser of (x) the present value at such time of
		5% of the principal amount of the Tranche A Term Loan so prepaid and the amount
		of the reduction of the Revolving Commitments, or all of the Revolving
		Commitments in the case of a termination of such commitments, computed using a
		discount rate equal to the then current one month Adjusted LIBOR Rate and (y)
		the present value at such time of all required interest payments on the portion
		of the Tranche A Term Loan prepaid and the amount of the reduction of the
		Revolving Commitments, or all of the Revolving Commitments in the case of a
		termination of such commitments (assuming that the applicable interest rate is
		the then current one month Adjusted LIBOR Rate plus the then effective
		Applicable Margin, and assuming in the case of a reduction or termination of
		the Revolving Commitments that the portion of the Revolving Commitments that
		was reduced or terminated was to be fully funded up until the date that is 60
		months after the Closing Date) due thereon through the date that is 60 months
		after the Closing Date computed using a discount rate equal to the then current
		one month Adjusted LIBOR Rate; and (ii) at any time after the date that is 12
		months from Closing Date, an amount, in addition to the principal repaid, equal
		to the present value at such time of all required interest payments on the
		portion of the Tranche A Term Loan prepaid and the amount of the reduction of
		the Revolving Commitments, or all of the Revolving Commitments in the case of a
		termination of such commitments (assuming that the applicable interest rate is
		the then current one month Adjusted LIBOR Rate plus the then effective
		Applicable Margin, and assuming in the case of a reduction or termination of
		the Revolving Commitments that the portion of the Revolving Commitments that
		was reduced or terminated was to be fully funded up until the date that is 60
		months after the Closing Date ) due thereon through the date that is 60 months
		after the Closing Date computed using a discount rate equal to the then current
		one month Adjusted LIBOR Rate.

Margin Stockas defined in Regulation U of the Board of Governors of
		the Federal Reserve System as in effect from time to time.

Material Adverse
		Effectmeans a material adverse
		effect on (i) the business operations, properties, assets, condition (financial
		or otherwise), or liabilities of Holdings and its Subsidiaries taken as a
		whole; (ii) the ability of any Credit Party to fully and timely perform its
		Obligations; (iii) the legality, validity, binding effect, or enforceability
		against a Credit Party of a





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Credit Document to which it is a party; (iv)
		Collateral having an aggregate fair market value in excess of $250,000 or the
		Collateral Agents Liens (on behalf of itself and the Secured Parties) on
		the Collateral having an aggregate fair market value in excess of $250,000 or
		the priority of such Liens; or (v) the rights, remedies and benefits available
		to, or conferred upon, any Agent, Borrowing Base Agent and any Lender or any
		Secured Party under any Credit Document.

Material
		Contractmeans, collectively, (i)
		any contract or other arrangement to which Holdings or any of its Subsidiaries
		is a party (other than the Credit Documents) for which breach, nonperformance,
		cancellation or failure to renew could reasonably be expected to have a
		Material Adverse Effect, and (ii) any agreement or instrument evidencing or
		governing Indebtedness, including, in any event each contract or agreement to
		which Holdings or any of its Subsidiaries is a party involving aggregate
		consideration payable to or by Holdings or such Subsidiary of $250,000 or more
		(other than purchase orders in the ordinary course of the business of Holdings
		or such Subsidiary and other than contracts that by their terms may be
		terminated by Holdings or such Subsidiary in the ordinary course of its
		business upon less than 60 days notice without penalty or
		premium).

Material Improvementsmeans the buildings, improvements,
		structures and fixtures now or subsequently located on the Real Estate Assets
		that are used in connection with the business of Holdings or any of its
		Subsidiaries and are material to the operation thereof.

Material Real Estate
		Assetmeans (i) (a) any fee-owned
		Real Estate Asset having a fair market value in excess of $250,000 as of any
		date of determination, and (b) all Leasehold Properties other than those with
		respect to which the aggregate payments under the term of the lease are less
		than $100,000 per annum, or (ii) any Real Estate Asset that the Requisite
		Lenders have determined is material to the business, results of operations,
		properties, assets, or financial condition of any Credit Party.

Moodysmeans Moodys Investor Services, Inc.

Mortgagemeans a Mortgage substantially in the form of Exhibit
		J, as it may be amended, supplemented or otherwise modified from time to
		time.

Multiemployer
		Planmeans any
		multiemployer plan as defined in Section 3(37) of ERISA.

NAICmeans The National Association of Insurance
		Commissioners, and any successor thereto.

Narrative
		Reportmeans, with respect to the
		financial statements for which such narrative report is required, a narrative
		report describing the operations of Holdings and its Subsidiaries in the form
		prepared for presentation to senior management thereof for the applicable
		Fiscal Quarter or Fiscal Year and for the period from the beginning of the then
		current Fiscal Year to the end of such period to which such financial
		statements relate with comparison to and variances from the immediately
		preceding period and budget;provided, that
		so long as Holdings files the applicable 10-Q and 10-K reports for the
		applicable reporting period, such reports shall be deemed to be the
		Narrative Report for such period.





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Net Amount of Eligible
		Accountsmeans the aggregate
		unpaid invoice amount of Eligible Accounts less, without duplication, sales,
		excise or similar taxes, returns, discounts, chargebacks, claims, advance
		payments, credits, rebates and allowances of any nature at any time issued,
		owing, granted, outstanding, available or claimed with respect to such Eligible
		Accounts.

Net Asset Sale
		Proceedsmeans, with respect to
		any Asset Sale, an amount equal to: (i) the sum of Cash payments and Cash
		Equivalents received by Holdings or any of its Subsidiaries from such Asset
		Sale (including any Cash or Cash Equivalents received by way of deferred
		payment pursuant to, or by monetization of, a note receivable or otherwise, but
		only as and when so received),minus(ii) any
		bona fide costs incurred in connection with such Asset Sale, including (a)
		income or gains taxes paid or payable by the seller as a result of any gain
		recognized in connection with such Asset Sale during the tax period the sale
		occurs (after taking into account any available tax credits or deductions and
		any tax-sharing arrangements), (b) payment of the outstanding principal amount
		of, premium or penalty, if any, and interest on any Indebtedness (other than
		the Loans) that is secured by a Lien on the stock or assets in question and
		that is required to be repaid under the terms thereof as a result of such Asset
		Sale, and (c) a reasonable reserve for any indemnification payments (fixed or
		contingent) attributable to sellers indemnities and representations and
		warranties to purchaser in respect of such Asset Sale undertaken by Holdings or
		any of its Subsidiaries in connection with such Asset Sale;provided, that
		upon release of any such reserve, the amount released shall be considered Net
		Asset Sale Proceeds).

Net Insurance/Condemnation
		Proceedsmeans an amount equal
		to: (i) any Cash payments or proceeds received by Holdings or any of its
		Subsidiaries (a) under any casualty, business interruption orkey
		maninsurance policies in respect of any covered loss
		thereunder, or (b) as a result of the taking of any assets of Holdings or any
		of its Subsidiaries by any Person pursuant to the power of eminent domain,
		condemnation or otherwise,minus(ii) (a)
		any actual and reasonable costs incurred by Holdings or any of its Subsidiaries
		in connection with the adjustment or settlement of any claims of Holdings or
		such Subsidiary in respect thereof, and (b) any bona fide costs incurred in
		connection with any sale of such assets as referred to in clause (i)(b) of this
		definition, including income taxes paid or payable as a result of any gain
		recognized in connection therewith (after taking into account any available tax
		credits or deductions and any tax-sharing arrangements).

Net Mark-to-Market
		Exposuremeans, for any Person,
		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. As used in this definition, 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 Consenting
		Lenderas defined in Section
		2.22.





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Non-U.S.
		Lenderas defined in Section
		2.19(e).

Notemeans a Tranche A Term Loan Note, a Revolving A Loan
		Note or a Revolving B Loan Note.

Noticemeans a Funding Notice, an Issuance Notice, or a
		Conversion/Continuation Notice.

NRFmeans Nederlandse Radiateuren Fabriek B.V., a private
		company with limited liability incorporated under the laws of The Netherlands
		under number 16020946.

NRF (UK)means NRF (United Kingdom) Ltd., a private company
		incorporated with limited liability in England and having company registration
		number 1816414.

Obligationsmeans all liabilities and obligations of every nature
		of each Credit Party and its Subsidiaries from time to time owed to the Agents
		(including former Agents), Borrowing Base Agent, the Lenders or any of them,
		Issuing Bank and Lender Counterparties, under any Credit Document or Interest
		Rate Agreement and Currency Agreement (including with respect to an Interest
		Rate Agreement or Currency Agreement, obligations owed thereunder to any person
		who was a Lender or an Affiliate of a Lender at the time such Interest Rate
		Agreement or Currency Agreement was entered into), whether for principal,
		interest (including interest which, but for the filing of a petition in
		bankruptcy with respect to such Credit Party, would have accrued on any
		Obligation, whether or not a claim is allowed against such Credit Party for
		such interest in the related bankruptcy proceeding), reimbursement of amounts
		drawn under Letters of Credit or payments made by Administrative Agent or any
		Lender under or in connection with any L/C Funding Support, payments for early
		termination of Interest Rate Agreements or Currency Agreements, fees, the
		Make-Whole Amount, the Prepayment Premium, expenses, indemnification or
		otherwise and whether primary, secondary, direct, indirect, contingent, fixed
		or otherwise (including obligations of performance).

Obligee
		Guarantoras defined in Section
		7.7.

Operating Lease
		Obligationsmeans all obligations
		for the payment of rent for any real or personal property under leases or
		agreements to lease, other than with respect to Capital Leases.

Organizational
		Documentsmeans (i) with respect
		to any corporation, its certificate or articles of incorporation or
		organization, as amended, and where applicable its by laws, as amended, (ii)
		with respect to any limited partnership, its certificate of limited
		partnership, as amended, and its partnership agreement, as amended, (iii) with
		respect to any general partnership, its partnership agreement, as amended, (iv)
		with respect to any limited liability company, its articles of organization, as
		amended, and where applicable its operating agreement, as amended, and (v) with
		respect to any other type of entity, its corresponding organization documents.
		In the event any term or condition of this Agreement or any other Credit
		Document requires any Organizational Document to be certified by a secretary of
		state or similar governmental official, the reference to any suchOrganizational
		Documentshall only be to a document of a type customarily
		certified by such governmental official.





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---



Other Taxesmeans any and all present or future stamp,
		registration, recording, filing, transfer, documentary, excise or property
		Taxes, charges or similar levies arising from any payment made hereunder or
		under any of the other Credit Documents or from the execution, delivery or
		enforcement of, or otherwise with respect to or in connection with, any Credit
		Document.

Participantas defined in Section 10.6(h).

Patriot Actmeans the Uniting and Strengthening America by
		Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA
		Patriot Act of 2001).

Payment
		Officemeans (i) with respect to
		the Borrowing Base Agent, the Borrowing Base Agents office located at One
		Post Office Square, Suite 3600, Boston, Massachusetts 02109 or at such
		other office or offices of the Borrowing Base Agent as may be designated in
		writing from time to time by the Borrowing Base Agent to the Collateral Agent
		and the Borrower and (ii) with respect to the Administrative Agent, the
		Administrative Agents office located at Two Greenwich Plaza, 1st Floor,
		Greenwich, Connecticut 06830 or at such other office or offices of the
		Administrative Agent as may be designated in writing from time to time by the
		Administrative Agent to the Collateral Agent and the Borrower

PBGCmeans the Pension Benefit Guaranty Corporation or any
		successor thereto.

Pension Planmeans any Employee Benefit Plan, other than a
		Multiemployer Plan, which is subject to Section 412 of the Internal Revenue
		Code or Section 302 of ERISA.

Permitted
		Liensmeans each of the Liens
		permitted pursuant to Section 6.2.

Personmeans and includes natural persons, corporations,
		limited partnerships, general partnerships, limited liability companies,
		limited liability partnerships, joint stock companies, Joint Ventures,
		associations, companies, trusts, banks, trust companies, land trusts, business
		trusts or other organizations, whether or not legal entities, and Governmental
		Authorities.

Phase I
		Reportmeans, with respect to any
		Facility, a report that (i) conforms to the ASTM Standard Practice for
		Environmental Site Assessments: Phase I Environmental Site Assessment Process,
		E 1527, (ii) was conducted no more than six months prior to the date such
		report is required to be delivered hereunder or such other period of time
		acceptable to Administrative Agent in its sole discretion, by one or more
		environmental consulting firms reasonably satisfactory to Administrative Agent,
		(iii) includes an assessment of asbestos-containing materials at such Facility,
		(iv) is accompanied by (a) an estimate of the reasonable worst-case cost of
		investigating and remediating any Hazardous Materials Activity identified in
		the Phase I Report as giving rise to an actual or potential material violation
		of any Environmental Law or as presenting a material risk of giving rise to a
		material Environmental Claim, and (b) a current compliance audit setting forth
		an assessment of Holdings, its Subsidiaries and such
		Facilitys current and past compliance with Environmental Laws and an
		estimate of the cost of rectifying any non compliance with current
		Environmental Laws identified therein and the cost of compliance with
		reasonably anticipated future Environmental Laws identified therein.





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Platformas defined in Section 9.9(b).

Pledge and Security
		Agreementmeans the Pledge and
		Security Agreement to be executed by Borrower, and each Guarantor substantially
		in the form of Exhibit I, as it may be amended, supplemented or otherwise
		modified from time to time.

Prepayment
		Dateas defined in Section
		2.14(c).

Prepayment
		Premiummeans, with respect to
		any prepayment of any Tranche A Term Loans or Commitment reduction or
		termination under Section 2.12, a fee payable on the amount so prepaid or
		reduced as follows:





Relevant period (number of
				  calendar months elapsed since the Closing Date)
			 
			 Prepayment Premium as a
				  percentage of the amount so prepaid, terminated or reducedon or after 12 prior to 24
			 
			 5.0%on or after 24 prior to 36
			 
			 3.0%on or after 36 prior to 48
			 
			 1.0%




Prime Ratemeans the rate of interest quoted inThe Wall Street Journal, Money Rates Section as the Prime Rate (currently
		defined as the base rate on corporate loans posted by at least seventy five
		percent (75%) of the nations thirty (30) largest banks), as in effect
		from time to time. The Prime Rate is a reference rate and does not necessarily
		represent the lowest or best rate actually charged to any customer. Any Agent,
		Borrowing Base Agent or any other Lender may make commercial loans or other
		loans at rates of interest at, above or below the Prime Rate.

Principal
		Officemeans, for Administrative
		Agent and Issuing Bank, such PersonsPrincipal
		Officeas set forth on Appendix B, or such other office as
		such Person may from time to time designate in writing to Holdings,
		Administrative Agent and each Lender.

Projectionsas defined in Section 4.8.

Pro Rata
		Sharemeans (i) with respect to
		all payments, computations and other matters relating to the Tranche A Term
		Loan of any Lender, the percentage obtained by dividing (a) the Tranche A Term
		Loan Exposure of that Lender, by (b) the aggregate Tranche A Term Loan Exposure
		of all Lenders, (ii) with respect to all payments, computations and other
		matters relating to the Revolving A Commitment or Revolving A Loans of any
		Lender or any Letters of Credit issued or participations purchased therein by
		any Lender, the percentage obtained by dividing (a) the Revolving A Exposure of
		that Lender, by (b) the aggregate Revolving A Exposure of all Lenders, (iii)
		with respect to all payments, computations and other matters relating to the
		Revolving B Commitment or Revolving B Loans of any Lender, the percentage
		obtained by dividing (a) the Revolving B Exposure of that Lender, by (b) the
		aggregate Revolving B Exposure of all Lenders, and (iv) with respect to all
		payments, computations and other matters relating to Agent Advances, the
		percentage obtained by dividing (a) the Revolving Exposure of that Lender, by
		(b) the





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aggregate Revolving Exposure of all Lenders.
		For all other purposes with respect to each Lender, Pro Rata Share
		means the percentage obtained by dividing (A) an amount equal to the sum of (1)
		the Tranche A Term Loan Exposure of that Lender, (2) the Revolving A Exposure
		of that Lender and (3) the Revolving B Exposure of that Lender, by (B) an
		amount equal to the sum of (1) the aggregate Tranche A Term Loan Exposure of
		all Lenders, (2) the aggregate Revolving A Exposure of all Lenders, and (3) the
		aggregate Revolving B Exposure of all Lenders.

Rate Management
		Transactionmeans any transaction
		(including an agreement with respect thereto) now existing or hereafter entered
		by any Credit Party 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;provided, that,
		in order to qualify as a Rate Management Transaction under this Agreement, any
		such transaction shall be entered into for risk management purposes associated
		with Holdings and its Subsidiaries operations and not for
		speculative purposes.

Real Estate
		Assetmeans, at any time of
		determination, any interest (fee, leasehold or otherwise) then owned by any
		Credit Party in any real property.

Record
		Documentmeans, with respect to
		any Leasehold Property, (i) the lease evidencing such Leasehold Property or a
		memorandum thereof, executed and acknowledged by the owner of the affected real
		property, as lessor, or (ii) if such Leasehold Property was acquired or
		subleased from the holder of a Recorded Leasehold Interest, the applicable
		assignment or sublease document, executed and acknowledged by such holder, in
		each case in form sufficient to give such constructive notice upon recordation
		and otherwise in form reasonably satisfactory to Collateral Agent.

Recorded Leasehold
		Interest means a Leasehold
		Property with respect to which a Record Document has been recorded in all
		places necessary or desirable, in Administrative Agents reasonable
		judgment, to give constructive notice of such Leasehold Property to third party
		purchasers and encumbrances of the affected real property.

Refusal
		Optionas defined in Section
		2.14(c).

Registersas defined in Section 2.6(b).

Regulation Dmeans Regulation D of the Board of Governors of the
		Federal Reserve System, as in effect from time to time.

Reimbursement
		Dateas defined in Section
		2.3(d).





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Related Fundmeans, with respect to any Lender that is an investment
		fund, any other investment fund that invests in commercial loans and that is
		managed or advised by the same investment advisor as such Lender or by an
		Affiliate of such investment advisor. With respect to Silver Point, Related
		Fund shall also include any swap, special purpose vehicles purchasing or
		acquiring security interests in collateralized loan obligations or any other
		vehicle through which Silver Point may leverage its investments from time to
		time.

Releasemeans any release, spill, emission, leaking, pumping,
		pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping,
		leaching or migration of any Hazardous Material into the indoor or outdoor
		environment (including the abandonment or disposal of any barrels, containers
		or other closed receptacles containing any Hazardous Material), including the
		movement of any Hazardous Material through the air, soil, surface water or
		groundwater.

Remedial Action means all
		actions taken to (i) clean up, remove, remediate, contain, treat, monitor,
		assess, evaluate or in any other way address Hazardous Materials in the indoor
		or outdoor environment; (ii) prevent or minimize a Release or threatened
		Release of Hazardous Materials so they do not migrate or endanger or threaten
		to endanger public health or welfare or the indoor or outdoor environment;
		(iii) perform pre-remedial studies and investigations and post-remedial
		operation and maintenance activities; or (iv) any other actions authorized by
		42 U.S.C. 9601.

Replacement
		Lenderas defined in Section
		2.22.

Requisite
		Lendersmeans one or more Lenders
		having or holding Tranche A Term Loan Exposure, Revolving A Exposure, Revolving
		B Exposure and representing more than fifty percent (50%) of the sum of (i) the
		aggregate Tranche A Term Loan Exposure of all Lenders, (ii) the aggregate
		Revolving A Exposure of all Lenders, and (iii) the aggregate Revolving B
		Exposure of all Lenders.

Restricted Junior
		Paymentmeans (i) any dividend or
		other distribution, direct or indirect, on account of any shares of any class
		of stock of Holdings now or hereafter outstanding, except a dividend payable
		solely in shares of that class of stock to the holders of that class; (ii) any
		redemption, retirement, sinking fund or similar payment, purchase or other
		acquisition for value, direct or indirect, of any shares of any class of stock
		of Holdings or any of its Subsidiaries now or hereafter outstanding; (iii) any
		payment made to retire, or to obtain the surrender of, any outstanding
		warrants, options or other rights to acquire shares of any class of stock of
		Holdings or any of its Subsidiaries now or hereafter outstanding; and (iv)
		management or similar fees payable to any Affiliate of any Credit Party.

Revolving A
		Commitmentmeans the commitment
		of a Lender to make or otherwise fund any Revolving A Loan and to acquire
		participations in Letters of Credit andRevolving A Commitmentsmeans such commitments of all Lenders in the aggregate.
		The amount of each Lenders Revolving A Commitment, if any, is set forth
		on Appendix A-2 or in the applicable Assignment Agreement, subject to any
		adjustment or reduction pursuant to the terms and conditions hereof. The
		aggregate amount of the Revolving A Commitments as of the Closing Date is
		$25,000,000.





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Revolving A
		Exposuremeans, with respect to
		any Lender as of any date of determination, (i) prior to the termination of the
		Revolving A Commitments, that Lenders Revolving A Commitment; and (ii)
		after the termination of the Revolving A Commitments, the sum, without
		duplication, of (a) the aggregate outstanding principal amount of the Revolving
		A Loans of that Lender and (b) the aggregate amount of all participations by
		that Lender in any outstanding Letters of Credit or any unreimbursed drawing
		under any Letter of Credit.

Revolving A
		Loanmeans a Loan made by a
		Lender to Borrower pursuant to Section 2.2(a)(i) and/or assigned pursuant to
		Sections 2.22 or 10.6.

Revolving A Loan
		Notemeans a promissory note in
		the form of Exhibit B-2, as it may be amended, supplemented or otherwise
		modified from time to time.

Revolving B
		Commitmentmeans the commitment
		of a Lender to make or otherwise fund any Revolving B Loan andRevolving B Commitmentsmeans such commitments of all Lenders in the aggregate.
		The amount of each Lenders Revolving B Commitment, if any, is set forth
		on Appendix A-3 or in the applicable Assignment Agreement, subject to any
		adjustment or reduction pursuant to the terms and conditions hereof. The
		aggregate amount of the Revolving Commitments as of the Closing Date is
		$25,000,000.

Revolving B
		Exposuremeans, with respect to
		any Lender as of any date of determination, (i) prior to the termination of the
		Revolving B Commitments, that Lenders Revolving B Commitment; and (ii)
		after the termination of the Revolving B Commitments, the the aggregate
		outstanding principal amount of the Revolving B Loans of that Lender.

Revolving B
		Loanmeans a Loan made by a
		Lender to Borrower pursuant to Section 2.2(a)(ii) and/or assigned pursuant to
		Sections 2.22 or 10.6.

Revolving B Loan
		Notemeans a promissory note in
		the form of Exhibit B-3, as it may be amended, supplemented or otherwise
		modified from time to time.

Revolving
		Commitmentmeans the Revolving A
		Commitment and the Revolving B Commitment of a Lender, andRevolving Commitmentsmeans the Revolving A Commitment and Revolving B
		Commitment of all Lenders.

Revolving Commitment
		Periodmeans the period from the
		Closing Date to but excluding the Revolving Commitment Termination Date.

Revolving Commitment Termination
		Datemeans the earliest to occur
		of (i) July 19, 2012; (ii) the date the Revolving Commitments are permanently
		reduced to zero pursuant to Section 2.12(b) or 2.13; and (iii) the date of the
		termination of the Revolving Commitments pursuant to Section 8.1.

Revolving
		Exposuremeans, collectively,
		Revolving A Exposure and Revolving B Exposure.

Revolving
		Loanmeans a Revolving A Loan or
		a Revolving B Loan.





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Revolving Loan
		Notemeans a Revolving A Loan
		Note or a Revolving B Loan Note.

Revolving Loan
		Registeras defined in Section
		2.6(b).

S&Pmeans Standard & Poors Ratings Group, a
		division of The McGraw-Hill Corporation.

Securities
		Lawsmeans the Securities Act,
		the Exchange Act, Sarbanes-Oxley Act of 2002 and the applicable accounting and
		auditing principles, rules, standards and practices promulgated, approved or
		incorporated by the Securities and Exchange Commission or the Public Company
		Accounting Oversight Board, as each of the foregoing may be amended and in
		effect on any applicable date hereunder.

Secured
		Partiesmeans the Agents, the
		Borrowing Base Agent and the Lenders.

Securitiesmeans any stock, shares, partnership interests, voting
		trust certificates, certificates of interest or participation in any
		profit-sharing agreement or arrangement, options, warrants, bonds, debentures,
		notes, or other evidences of indebtedness, secured or unsecured, convertible,
		subordinated or otherwise, or in general any instruments commonly known assecuritiesor any
		certificates of interest, shares or participations in temporary or interim
		certificates for the purchase or acquisition of, or any right to subscribe to,
		purchase or acquire, any of the foregoing.

Securities
		Actmeans the Securities Act of
		1933, as amended from time to time, and any successor statute.

Senior Leverage
		Ratiomeans the ratio as of the
		last day of any Fiscal Quarter or other date of determination of:

(i)
			 Consolidated Total Debt, to


(ii)
			 Consolidated Adjusted EBITDA
				  (calculated on an Annualized Basis with respect to Sections 6.7(b) and
				  6.7(g)).


Silver Pointas defined in the preamble hereto.

Solvency
		Certificatemeans a Solvency
		Certificate of the chief financial officer of Holdings substantially in the
		form of Exhibit G-2.

Solventmeans, with respect to any Credit Party, that as of the
		date of determination, both (i) (a) the sum of such Credit Partys debt
		and liabilities (including contingent liabilities) does not exceed the present
		fair saleable value of such Credit Partys present assets; (b) such Credit
		Partys capital is not unreasonably small in relation to its business as
		contemplated on the Closing Date and reflected in the Projections or with
		respect to any transaction contemplated or undertaken after the Closing Date;
		and (c) such Person has not incurred and does not intend to incur, or believe
		(nor should it reasonably believe) that it will incur, debts beyond its ability
		to pay such debts as they become due (whether at maturity or





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otherwise); and (ii) such Person is
		solvent within the meaning given that term and similar terms under
		applicable laws relating to fraudulent transfers and conveyances. For purposes
		of this definition, the amount of any contingent liability at any time shall be
		computed as the amount that, in light of all of the facts and circumstances
		existing at such time, represents the amount that can reasonably be expected to
		become an actual or matured liability (irrespective of whether such contingent
		liabilities meet the criteria for accrual under Statement of Financial
		Accounting Standard No. 5).

SPCas defined in Section 10.7.

Subsidiarymeans, with respect to any Person, any corporation,
		partnership, limited liability company, association, joint venture or other
		business entity of which more than fifty percent (50%) of the total voting
		power of shares of stock or other ownership interests entitled (without regard
		to the occurrence of any contingency) to vote in the election of the Person or
		Persons (whether directors, managers, trustees or other Persons performing
		similar functions) having the power to direct or cause the direction of the
		management and policies thereof is at the time owned or controlled, directly or
		indirectly, by that Person or one or more of the other Subsidiaries of that
		Person or a combination thereof;provided, that
		in determining the percentage of ownership interests of any Person controlled
		by another Person, no ownership interest in the nature of aqualifying
		shareof the former Person shall be deemed to be
		outstanding.

Taxmeans any present or future tax, levy, impost, duty,
		assessment, charge, fee, deduction or withholding of any nature and whatever
		called, by whomsoever, on whomsoever and wherever imposed, levied, collected,
		withheld or assessed (including without limitation, real estate taxes);provided, that, Tax on the overall net income of a
		Person shall be construed as a reference to a tax imposed by the jurisdiction
		in which that Person is organized or in which that Persons applicable
		principal office (and/or, in the case of a Lender, its lending office) is
		located or in which that Person (and/or, in the case of a Lender, its lending
		office) is deemed to be doing business (other than a jurisdiction in which such
		Person is treated as doing business as a result of its entering into any Credit
		Document or its participation in the transactions governed thereby) on all or
		part of the net income, profits or gains (whether worldwide, or only insofar as
		such income, profits or gains are considered to arise in or to relate to a
		particular jurisdiction, or otherwise) of that Person (and/or, in the case of a
		Lender, its applicable lending office).

Tax-Related
		Personmeans a Person (including
		a beneficial owner of an interest in a pass-through entity) whose income is
		realized through or determined by reference to an Agent, a Lender or
		Participant or any Tax Related Person of any of the foregoing.

Terminated
		Lenderas defined in Section
		2.22.

Term Loan
		Registeras defined in Section
		2.6(b).

Terrorism Laws means any of the following (a) Executive
		Order 13224 issued by the President of the United States, (b) the Terrorism
		Sanctions Regulations (Title 31 Part 595 of the U.S. Code of Federal
		Regulations), (c) the Terrorism List Governments Sanctions





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Regulations (Title 31 Part 596 of the U.S.
		Code of Federal Regulations), (d) the Foreign Terrorist Organizations Sanctions
		Regulations (Title 31 Part 597 of the U.S. Code of Federal Regulations), (e)
		the Patriot Act (as it may be subsequently codified), (f) all other present and
		future legal requirements of any Governmental Authority addressing, relating
		to, or attempting to eliminate, terrorist acts and acts of war and (g) any
		regulations promulgated pursuant thereto or pursuant to any legal requirements
		of any Governmental Authority governing terrorist acts or acts of war.

Title Policyas defined in Section 3.1(h).

Total Utilization of Revolving A
		Commitmentsmeans, as at any date
		of determination and without duplication, the sum of (i) the aggregate
		principal amount of all outstanding Revolving A Loans (other than Revolving A
		Loans made for the purpose of reimbursing Issuing Bank for any amount drawn, or
		which may be drawn, under any Letter of Credit, but not yet so applied), and
		(ii) the Letter of Credit Usage.

Total Utilization of Revolving B
		Commitmentsmeans, as at any date
		of determination and without duplication, the aggregate principal amount of all
		outstanding Revolving B Loans.

Total Utilization of Revolving
		Commitmentsmeans, collectively,
		the Total Utilization of Revolving A Commitments and the Total Utilization of
		Revolving B Commitments.

Tranche A Term
		Loanmeans a Tranche A Term Loan
		made by a Lender to Borrower pursuant to Section 2.1(a).

Tranche A Term Loan
		Commitmentmeans the commitment
		of a Lender to make or otherwise fund a Tranche A Term Loan andTranche A Term Loan
		Commitmentsmeans such
		commitments of all Lenders in the aggregate. The amount of each Lenders
		Tranche A Term Loan Commitment, if any, is set forth on Appendix A-1 or in the
		applicable Assignment Agreement, subject to any adjustment or reduction
		pursuant to the terms and conditions hereof. The aggregate amount of the
		Tranche A Term Loan Commitments as of the Closing Date is $50,000,000.

Tranche A Term Loan
		Exposuremeans, with respect to
		any Lender, as of any date of determination, the outstanding principal amount
		of the Tranche A Term Loans of such Lender;provided, that,
		at any time prior to the making of the Tranche A Term Loans, the Tranche A Term
		Loan Exposure of any Lender shall be equal to such Lenders Tranche A Term
		Loan Commitment.

Tranche A Term Loan Maturity
		Datemeans the earlier of (i)
		July 19, 2012, and (ii) the date that all Tranche A Term Loans shall become due
		and payable in full hereunder, whether by acceleration or otherwise.

Tranche A Term Loan
		Notemeans a promissory note in
		the form of Exhibit B-1, as it may be amended, restated, supplemented or
		otherwise modified from time to time.





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Transaction
		Costsmeans the fees, costs and
		expenses payable by Holdings or any of its Subsidiaries on or before the
		Closing Date in connection with the transactions contemplated by the Credit
		Documents.

Treasury Ratemeans, with respect to any prepayment pursuant to
		Section 2.12, a rate per annum (computed on the basis of actual days elapsed
		over a year of 360 days) equal to the rate determined by Administrative Agent
		on the date three (3) Business Days prior to the Prepayment Date, to be the
		yield expressed as a rate listed inThe
		Wall Street Journalfor United States
		Treasury securities having a term of not greater than thirty-six (36)
		months.

Type of Loanmeans with respect to either Term Loans or Revolving
		Loans, a Base Rate Loan or a LIBOR Rate Loan.

UCCmeans the Uniform Commercial Code (or any similar or
		equivalent legislation) as in effect in any applicable jurisdiction.

Unadjusted LIBOR Rate
		Componentmeans that component of
		the interest costs to Borrower in respect of a LIBOR Rate Loan that is based
		upon the rate obtained pursuant to clause (B)(i) of the definition of Adjusted
		LIBOR Rate.

Underlying
		Debtmeans, as of any date of
		determination, any Obligations (whether present or future, actual or
		contingent) owing by the Borrower or any Guarantor to an Agent or Lender under
		the Credit Documents (including, for the avoidance of doubt, any change or
		increase in such Obligations pursuant to or in connection with any amendment or
		supplement or restatement or novation of any Credit Document, in each case,
		whether or not anticipated as of the date of this Agreement) excluding such
		Borrowers or Guarantors Dutch Parallel Debts.

Waivable
		Prepaymentas defined in Section
		2.14(c).

1.2 Accounting Terms.Except as
		otherwise expressly provided herein, all accounting terms not otherwise defined
		herein shall have the meanings assigned to them in conformity with GAAP.
		Financial statements and other information required to be delivered by Holdings
		to Lenders pursuant to Section 5.1(a) and 5.1(c) shall be prepared in
		accordance with GAAP as in effect at the time of such preparation (and
		delivered together with the reconciliation statements provided for in Section
		5.1(e), if applicable). Subject to the foregoing, calculations in connection
		with the definitions, covenants and other provisions hereof shall utilize
		accounting principles and policies in conformity with those used to prepare the
		Historical Financial Statements.

1.3 Interpretation,
		etc.Any of the terms defined herein may, unless the context
		otherwise requires, be used in the singular or the plural, depending on the
		reference. References herein to any Section, Appendix, Schedule or Exhibit
		shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may
		be, hereof unless otherwise specifically provided. The use in any Credit
		Document of the words include or including, when
		following any general statement, term or matter, shall not be construed to
		limit such statement, term or matter to the specific items or matters set forth
		immediately following such word or to similar items or matters, whether or not
		no limiting language (such as without limitation or but not
		limited to or words of similar import) is used with reference thereto,
		but rather shall be deemed to refer to all other



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items or matters that fall within the
		broadest possible scope of such general statement, term or matter. The use
		herein of the word issue or issuance with respect to
		any Letter of Credit shall be deemed to include any amendment, extension
		renewal or replacement thereof.

SECTION 2. LOANS AND LETTERS OF
		CREDIT

2.1Tranche A Term Loans.

(a)Loan Commitments. Subject to the terms and conditions hereof,

(i) each Lender severally agrees to make, on
		the Closing Date, a Tranche A Term Loan to Borrower in an amount equal to such
		Lenders Tranche A Term Loan Commitment; and

(ii) Borrower may make only one borrowing
		under the Tranche A Term Loan Commitment, which shall be on the Closing Date.
		Any amount borrowed under this Section 2.1(a) and subsequently repaid or
		prepaid may not be reborrowed. Subject to Sections 2.11 and 2.12, all amounts
		owed hereunder with respect to the Tranche A Term Loans shall be paid in full
		no later than the Tranche A Term Loan Maturity Date. Each Lenders Tranche
		A Term Loan Commitment shall terminate immediately and without further action
		on the Closing Dateafter giving effect to the funding of such Lenders
		Tranche A Term Loan Commitment, if any, on such date.

(b)Borrowing
		Mechanics for Term Loans.

(i) Borrower shall deliver to Administrative
		Agent a fully executed Funding Notice no later than three (3)Business Days
		prior to the Closing Date. Promptly upon receipt by Administrative Agent of
		such Funding Notice, Administrative Agent shall notify each Lender with a
		Tranche A Term Loan Commitment of the proposed borrowing. Administrative Agent
		and Lenders may act without liability upon the basis of written, telecopied or
		telephonic notice believed by Administrative Agent in good faith to be from the
		Borrower (or from any Authorized Officer thereof designated in writing
		purportedly from the Borrower to Administrative Agent). Administrative Agent
		and each Lender shall be entitled to rely conclusively on any Authorized
		Officers authority to request a Tranche A Term Loan on behalf of the
		Borrower until Administrative Agent receives written notice to the contrary.
		Administrative Agent and Lenders shall have no duty to verify the authenticity
		of the signature appearing on any written Funding Notice.

(ii) Each Lender shall make its Tranche A
		Term Loan available to Administrative Agent not later than 12:00 p.m. (New York
		City time) on the Closing Date, by wire transfer of same day funds in Dollars,
		to Administrative Agents Account. Upon satisfaction or waiver of the
		conditions precedent specified herein, Administrative Agent shall make the
		proceeds of the Tranche A Term Loans available to Borrower on the Closing Date,
		by causing an amount of same day funds in Dollars equal to the proceeds of all
		such Loans received by Administrative Agent from Lenders with a Tranche Term
		Loan A Commitment to be credited to the account designated by Borrower in the
		Flow of Funds Agreement or to such other account as may designated in writing
		to Administrative Agent by Borrower.





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2.2Revolving Loans.

(a)Revolving Commitment. During the Revolving Commitment Period, subject to the
		terms and conditions hereof,

(i) each Lender severally agrees to make
		Revolving A Loans to Borrower in an aggregate amount up to but not exceeding
		such Lenders Revolving A Commitment;provided, that
		after giving effect to the making of any Revolving A Loans in no event shall
		the Total Utilization of Revolving A Commitments exceed the lesser of (x) the
		Borrowing Base then in effect less the aggregate principal amount of Revolving
		B Loans outstanding at such time and (y) the Revolving A Commitments then in
		effect. Amounts borrowed pursuant to this Section 2.2(a)(i) may be repaid and
		reborrowed during the Revolving Commitment Period. Each Lenders Revolving
		A Commitment shall expire on the Revolving Commitment Termination Date and all
		Revolving A Loans and all other amounts owed hereunder with respect to the
		Revolving A Loans and the Revolving A Commitments shall be paid in full no
		later than such date.

(ii) each Lender severally agrees to make
		Revolving B Loans to Borrower in an aggregate amount up to but not exceeding
		such Lenders Revolving B Commitment;provided, that
		after giving effect to the making of any Revolving B Loans in no event shall
		the Total Utilization of Revolving B Commitments exceed the lesser of (x) the
		Borrowing Base then in effect less the sum of (1) the Letter of Credit Usage
		plus (2) the aggregate principal amount of Revolving A Loans outstanding at
		such time and (y) the Revolving B Commitments then in effect. Amounts borrowed
		pursuant to this Section 2.2(a)(ii) may be repaid and reborrowed during the
		Revolving Commitment Period. Each Lenders Revolving B Commitment shall
		expire on the Revolving Commitment Termination Date and all Revolving B Loans
		and all other amounts owed hereunder with respect to the Revolving B Loans and
		the Revolving B Commitments shall be paid in full no later than such
		date.

(iii) Notwithstanding anything to the
		contrary contained in this Agreement or any other Credit Document, the
		Revolving A Loans shall not be borrowed or made unless and until the
		outstanding principal amount of the Revolving B Loans is equal to the Revolving
		B Commitment.

(b)Borrowing Mechanics for Revolving Loans.

(i) Revolving Loans that are Base Rate Loans
		shall be made in an aggregate minimum amount of $500,000 and integral multiples
		of $100,000 in excess of that amount, and Revolving Loans that are LIBOR Rate
		Loans shall be in an aggregate minimum amount of $500,000 and integral
		multiples of $100,000 in excess of that amount.

(ii) Whenever Borrower desires that Lenders
		make Revolving Loans, Borrower shall deliver to Borrowing Base Agent a fully
		executed and delivered Funding Notice no later than 10:00 a.m. (New York City
		time) (or 12:00 p.m. if Borrowing Base Agent is able to accommodate such later
		time) at least three Business Days in advance of the proposed Credit Date in
		the case of a LIBOR Rate Loan, and at least one Business Day in advance of the
		proposed Credit Date in the case of a Revolving Loan that is a Base Rate Loan
		(or on the same





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Business Day of such request if Borrowing
		Base Agent is able to accommodate such shorter period). Such Funding Notice
		shall indicate whether the requested Revolving Loan is a Revolving A Loan or a
		Revolving B Loan. Except as otherwise provided herein, a Funding Notice for a
		Revolving Loan that is a LIBOR Rate Loan shall be irrevocable when given, and
		Borrower shall be bound to make a borrowing in accordance therewith. Borrowing
		Base Agent and Lenders may act without liability upon the basis of written,
		telecopied or telephonic notice believed by Borrowing Base Agent in good faith
		to be from Borrower or from any Authorized Officer thereof designated in
		writing purportedly from Borrower to Borrowing Base Agent). Borrowing Base
		Agent and each Lender shall be entitled to rely conclusively on any Authorized
		Officers authority to request a Revolving Loan on behalf of Borrower
		until Borrowing Base Agent receives written notice to the contrary. Borrowing
		Base Agent and Lenders shall have no duty to verify the authenticity of the
		signature appearing on any written Funding Notice.

(iii) Notice of receipt of each Funding
		Notice in respect of Revolving Loans, together with the amount of each
		Lenders Pro Rata Share thereof, if any, together with the applicable
		interest rate, shall be provided by Borrowing Base Agent to each applicable
		Lender with a Revolving Loan Commitment by telefacsimile with reasonable
		promptness, but (provided Borrowing Base Agent shall have received such notice
		by 10:00 a.m. (New York City time)) not later than 2:00 p.m. (New York City
		time) on the same day as Borrowing Base Agents receipt of such Notice
		from Borrower.

(iv) Each Lender shall make the amount of
		its applicable Revolving Loan available to Borrowing Base Agent not later than
		12:00 p.m. (New York City time) on the applicable Credit Date by wire transfer
		of same day funds in Dollars, to Borrowing Base Agents Account. Except as
		provided herein, upon satisfaction or waiver of the conditions precedent
		specified herein, Borrowing Base Agent shall make the proceeds of such
		Revolving Loans available to Borrower on the applicable Credit Date by causing
		an amount of same day funds in Dollars equal to the proceeds of all such
		Revolving Loans received by Borrowing Base Agent from Lenders to be credited to
		the account of Borrower to such account as may be designated in writing to
		Borrowing Base Agent by Borrower.

2.3 Issuance of Letters of Credit and
		Purchase of Participations Therein.

(a)Letters of Credit. During the Revolving Commitment Period, subject to the
		terms and conditions hereof, Issuing Bank agrees to issue Letters of Credit for
		the account of Borrower in the aggregate amount up to but not exceeding the
		Letter of Credit Sublimit. Notwithstanding the foregoing, a Letter of Credit
		shall be issued only if (and upon issuance Borrower shall be deemed to
		represent and warrant that) (i) each Letter of Credit shall be denominated in
		Dollars; (ii) the stated amount of each Letter of Credit shall not be less than
		an amount acceptable to Issuing Bank; (iii) after giving effect to such
		issuance, in no event shall the Total Utilization of Revolving A Commitments
		exceed the lesser of (x) the Borrowing Base then in effect less the aggregate
		principal amount of Revolving B Loans outstanding at such time and (y) the
		Revolving A Commitments then in effect; (iv) after giving effect to such
		issuance, in no event shall the Letter of Credit Usage exceed the Letter of
		Credit Sublimit then in effect; (v) after giving effect to such issuance, in no
		event shall the Letter of Credit Usage exceed the Borrowing Base then in effect
		less the sum of (1) the aggregate principal amount of Revolving A Loans
		outstanding at such time plus (2) the aggregate principal amount of Revolving B
		Loans



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outstanding at such time; (vi) in no event
		shall any standby Letter of Credit have an expiration date later than the
		earlier of (1) the date that is thirty (30) days prior to the Revolving
		Commitment Termination Date, and (2) the date which is one year from the date
		of issuance of such standby Letter of Credit; and (vii) the aggregate number of
		Letters of Credit outstanding at such time is not in excess of five (5);provided, Issuing Bank shall not extend any such Letter of
		Credit if it has received written notice that an Event of Default has occurred
		and is continuing at the time Issuing Bank must elect to allow such extension;provided,further, in the
		event a Funding Default exists, Issuing Bank shall not be required to issue any
		Letter of Credit unless Issuing Bank has entered into arrangements satisfactory
		to it and Borrower to eliminate Issuing Banks risk with respect to the
		participation in Letters of Credit of the Defaulting Lender, including by cash
		collateralizing such Defaulting Lenders Pro Rata Share of the Letter of
		Credit Usage.

(b)Notice of Issuance. Whenever Borrower desires the issuance of a Letter of
		Credit, it shall deliver to Borrowing Base Agent an Issuance Notice no later
		than 12:00 p.m. (New York City time) at least three (3) Business Days, in
		advance of the proposed date of issuance. Upon satisfaction or waiver of the
		conditions set forth in Section 3.2, Issuing Bank shall issue the requested
		Letter of Credit only in accordance with Issuing Banks standard operating
		procedures. Upon the issuance of any Letter of Credit or amendment or
		modification to a Letter of Credit, Borrowing Base Agent shall promptly notify
		each Lender of such issuance, which notice shall be accompanied by accompanied
		by a copy of such Letter of Credit or amendment or modification to a Letter of
		Credit and the amount of such Lenders respective participation in such
		Letter of Credit pursuant to Section 2.3(e).

(c)Responsibility of Issuing Bank With Respect to Requests
		for Drawings and Payments. In
		determining whether to honor any drawing under any Letter of Credit by the
		beneficiary thereof, Issuing Bank shall be responsible only to examine the
		documents delivered under such Letter of Credit with reasonable care so as to
		ascertain whether they appear on their face to be in accordance with the terms
		and conditions of such Letter of Credit. As between Borrower and Issuing Bank,
		Borrower assumes all risks of the acts and omissions of, or misuse of the
		Letters of Credit issued by Issuing Bank, by the respective beneficiaries of
		such Letters of Credit. In furtherance and not in limitation of the foregoing,
		Issuing Bank shall not be responsible for: (i) the form, validity, sufficiency,
		accuracy, genuineness or legal effect of any document submitted by any party in
		connection with the application for and issuance of any such Letter of Credit,
		even if it should in fact prove to be in any or all respects invalid,
		insufficient, inaccurate, fraudulent or forged; (ii) the validity or
		sufficiency of any instrument transferring or assigning or purporting to
		transfer or assign any such Letter of Credit or the rights or benefits
		thereunder or proceeds thereof, in whole or in part, which may prove to be
		invalid or ineffective for any reason; (iii) failure of the beneficiary of any
		such Letter of Credit to comply fully with any conditions required in order to
		draw upon such Letter of Credit; (iv) errors, omissions, interruptions or
		delays in transmission or delivery of any messages, by mail, cable, telegraph,
		telex or otherwise, whether or not they be in cipher; (v) errors in
		interpretation of technical terms; (vi) any loss or delay in the
		transmission or otherwise of any document required in order to make a drawing
		under any such Letter of Credit or of the proceeds thereof; (vii) the
		misapplication by the beneficiary of any such Letter of Credit of the proceeds
		of any drawing under such Letter of Credit; or (viii) any consequences arising
		from causes beyond the control of Issuing Bank, including any Governmental
		Acts; none of the above shall affect or impair, or prevent the vesting



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of, any of Issuing Banks rights or
		powers hereunder. Without limiting the foregoing and in furtherance thereof,
		any action taken or omitted by Issuing Bank under or in connection with the
		Letters of Credit or any documents and certificates delivered thereunder, if
		taken or omitted in good faith, shall not give rise to any liability on the
		part of Issuing Bank to Borrower. Notwithstanding anything to the contrary
		contained in this Section 2.3(c), Borrower shall retain any and all rights it
		may have against Issuing Bank for any liability arising solely out of the gross
		negligence or willful misconduct of Issuing Bank.

(d)Reimbursement by Borrower of Amounts Drawn or Paid Under
		Letters of Credit. In the event
		Issuing Bank has determined to honor a drawing under a Letter of Credit, it
		shall immediately notify Borrower and Borrowing Base Agent, and Borrower shall
		reimburse Issuing Bank on or before the Business Day immediately following the
		date on which such drawing under a Letter of Credit is honored (the
		Reimbursement
		Date) in an amount in
		Dollars and in same day funds equal to the amount of such honored drawing;provided,thatanything
		contained herein to the contrary notwithstanding, (i) unless Borrower shall
		have notified Borrowing Base Agent and Issuing Bank prior to 10:00 a.m. (New
		York City time) on the date such drawing is honored that Borrower intends to
		reimburse Issuing Bank for the amount of such honored drawing with funds other
		than the proceeds of Revolving A Loans, Borrower shall be deemed to have given
		a timely Funding Notice to Borrowing Base Agent requesting Lenders to make
		Revolving A Loans that are Base Rate Loans on the Reimbursement Date in an
		amount in Dollars equal to the amount of such honored drawing, and (ii)
		notwithstanding any failure of any condition specified in Section 3.2 to be
		satisfied, Lenders shall, on the Reimbursement Date, make Revolving A Loans
		that are Base Rate Loans in the amount of such honored drawing, the proceeds of
		which shall be applied directly by Borrowing Base Agent to reimburse Issuing
		Bank for the amount of such honored drawing; andprovidedfurther, if for any reason proceeds of Revolving A Loans are
		not received by Issuing Bank on the Reimbursement Date in an amount equal to
		the amount of such honored drawing, Borrower shall reimburse Issuing Bank, on
		demand, in an amount in same day funds equal to the excess of the amount of
		such honored drawing over the aggregate amount of such Revolving A Loans, if
		any, which are so received. Nothing in this Section 2.3(d) shall be deemed to
		relieve any Lender from its obligation to make Revolving A Loans on the terms
		and conditions set forth herein, and Borrower shall retain any and all rights
		it may have against any Lender resulting from the failure of such Lender to
		make such Revolving A Loans under this Section 2.3(d).

(e)Lenders Purchase of Participations in Letters of
		Credit. Immediately upon the issuance
		of each Letter of Credit, each Lender having a Revolving A Commitment shall be
		deemed to have purchased, and hereby agrees to unconditionally and irrevocably
		purchase, from Issuing Bank a participation in such Letter of Credit and any
		drawings honored thereunder in an amount equal to such Lenders Pro Rata
		Share (with respect to the Revolving A Commitments) of the maximum amount which
		is or at any time may become available to be drawn thereunder. In the event
		that Borrower shall fail for any reason to reimburse Issuing Bank as provided
		in Section 2.3(d), Issuing Bank shall promptly notify each Lender of the
		unreimbursed amount of such honored drawing and of such Lenders
		respective participation therein based on such Lenders Pro Rata Share of
		the Revolving A Commitments. Each Lender shall make available to Issuing Bank
		an amount equal to its respective participation, in Dollars and in same day
		funds, at the office of Issuing Bank specified in such notice, not later than
		12:00 p.m. (New York City time) on the first business day (under the laws of
		the jurisdiction in which





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such office of Issuing Bank is located)
		after the date notified by Issuing Bank. Each such Lender acknowledges and
		agrees that its obligation to acquire participations pursuant to this paragraph
		in respect of Letters of Credit is absolute and unconditional and shall not be
		affected by any circumstance whatsoever, including any amendment, renewal or
		extension of any Letter of Credit or the occurrence and continuance of a
		Default or reduction or termination of the Revolving A Commitments, and that
		each such payment shall be made without any offset, abatement, withholding or
		reduction whatsoever. In the event that any Lender fails to make available to
		Issuing Bank on such business day the amount of such Lenders
		participation in such Letter of Credit as provided in this Section 2.3(e),
		Issuing Bank shall be entitled to recover such amount on demand from such
		Lender together with interest thereon for three (3) Business Days at the rate
		customarily used by Issuing Bank for the correction of errors among banks and
		thereafter at the Base Rate. Nothing in this Section 2.3(e) shall be deemed to
		prejudice the right of any Lender to recover from Issuing Bank any amounts made
		available by such Lender to Issuing Bank pursuant to this Section in the event
		that it is determined that the payment with respect to a Letter of Credit in
		respect of which payment was made by such Lender was wrongfully made by Issuing
		Bank and constituted gross negligence or willful misconduct on the part of
		Issuing Bank. In the event Issuing Bank shall have been reimbursed by other
		Lenders pursuant to this Section 2.3(e) for all or any portion of any drawing
		honored by Issuing Bank under a Letter of Credit, such Issuing Bank shall
		distribute to each Lender which has paid all amounts payable by it under this
		Section 2.3(e) with respect to such honored drawing such Lenders Pro Rata
		Share of all payments subsequently received by Issuing Bank from Borrower in
		reimbursement of such honored drawing when such payments are received. Any such
		distribution shall be made to a Lender at its primary address set forth below
		its name on Appendix B or at such other address as such Lender may
		request.

(f)Obligations Absolute. The obligation of Borrower to reimburse Issuing Bank
		for drawings honored under the Letters of Credit issued by it and to repay any
		Revolving A Loans made by Lenders pursuant to Section 2.3(d) and the
		obligations of Lenders under Section 2.3(e) shall be unconditional and
		irrevocable and shall be paid strictly in accordance with the terms hereof
		under all circumstances including any of the following circumstances: (i) any
		lack of validity or enforceability of any Letter of Credit; (ii) the existence
		of any claim, set off, defense or other right which Borrower or any Lender may
		have at any time against a beneficiary or any transferee of any Letter of
		Credit (or any Persons for whom any such transferee may be acting), Issuing
		Bank, Lender or any other Person or, in the case of a Lender, against Borrower,
		whether in connection herewith, the transactions contemplated herein or any
		unrelated transaction (including any underlying transaction between Borrower or
		one of its Subsidiaries and the beneficiary for which any Letter of Credit was
		procured); (iii) any draft or other document presented under any Letter of
		Credit proving to be forged, fraudulent, invalid or insufficient in any respect
		or any statement therein being untrue or inaccurate in any respect; (iv)
		payment by Issuing Bank under any Letter of Credit against presentation of a
		draft or other document which does not substantially comply with the terms of
		such Letter of Credit; (v) any adverse change in the business, operations,
		properties, assets, condition (financial or otherwise) or prospects of Holdings
		or any of its Subsidiaries; (vi) any breach hereof or any other Credit Document
		by any party thereto; (vii) any other circumstance or happening whatsoever,
		whether or not similar to any of the foregoing; or (viii) the fact that an
		Event of Default or a Default shall have occurred and be continuing; provided,
		in each case, the foregoing shall not be construed to excuse the Issuing Bank
		from liabilities to the extent of any direct damages (as opposed to





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consequential damages, claims in respect of
		which are hereby waived by Borrower to the extent permitted by applicable law)
		suffered by Borrower that are caused by Issuing Banks gross negligence or
		willful misconduct of Issuing Bank in payment of the applicable Letter of
		Credit under the circumstances in question.

(g)Indemnification. Without duplication of any obligation of Borrower
		under Section 10.2 or 10.3, in addition to amounts payable as provided herein,
		Borrower hereby agrees to protect, indemnify, pay and save harmless Issuing
		Bank, Borrowing Base Agent and each Lender from and against any and all claims,
		demands, liabilities, damages, losses, costs, charges and expenses (including
		reasonable fees, expenses and disbursements of counsel and allocated costs of
		internal counsel) which Issuing Bank may incur or be subject to as a
		consequence, direct or indirect, of (i) the issuance of any Letter of Credit by
		Issuing Bank, other than as a result of the gross negligence or willful
		misconduct of Issuing Bank, or (ii) the failure of Issuing Bank to honor a
		drawing under any such Letter of Credit as a result of any Governmental
		Act.

2.4Pro Rata Shares; Availability of Funds.

(a)Pro Rata Shares. All Loans shall be made, and all participations
		purchased, by Lenders simultaneously and proportionately to their respective
		Pro Rata Shares, it being understood that no Lender shall be responsible for
		any default by any other Lender in such other Lenders obligation to make
		a Loan requested hereunder or purchase a participation required hereby nor
		shall any Tranche A Term Loan Commitment or any Revolving Commitment of any
		Lender be increased or decreased as a result of a default by any other Lender
		in such other Lenders obligation to make a Loan requested hereunder or
		purchase a participation required hereby.

(b)Availability of Funds. Unless Borrowing Base Agent or Administrative Agent,
		as applicable, shall have been notified by any Lender prior to the applicable
		Credit Date that such Lender does not intend to make available to Borrowing
		Base Agent or Administrative Agent, as applicable, the amount of such
		Lenders Loan requested on such Credit Date, Borrowing Base Agent or
		Administrative Agent, as applicable, may assume that such Lender has made such
		amount available to Borrowing Base Agent or Administrative Agent, as
		applicable, on such Credit Date and Borrowing Base Agent or Administrative
		Agent, as applicable, may, in its sole discretion, but shall not be obligated
		to, make available to Borrower a corresponding amount on such Credit Date. If
		such corresponding amount is not in fact made available to Borrowing Base Agent
		or Administrative Agent, as applicable, by such Lender, Borrowing Base Agent or
		Administrative Agent, as applicable, shall be entitled to recover such
		corresponding amount on demand from such Lender together with interest thereon,
		for each day from such Credit Date until the date such amount is paid to
		Borrowing Base Agent or Administrative Agent, as applicable, at the customary
		rate set by Borrowing Base Agent and the Administrative Agent, as applicable,
		for the correction of errors among banks or lenders for three (3) Business Days
		and thereafter at the Base Rate. If such Lender does not pay such corresponding
		amount forthwith upon Borrowing Base Agents or Administrative
		Agents demand therefor, as applicable, Borrowing Base Agent or
		Administrative Agent, as applicable, shall promptly notify Borrower and
		Borrower shall immediately pay such corresponding amount to Borrowing Base
		Agent or Administrative Agent, as applicable, together with interest thereon,
		for each day from such Credit Date until the date such amount is paid to
		Borrowing Base Agent or Administrative Agent,



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as applicable, at the rate payable hereunder
		for Base Rate Loans for such Class of Loans. Nothing in this Section 2.4(b)
		shall be deemed to relieve any Lender from its obligation to fulfill its
		Tranche A Term Loan Commitments and Revolving Commitments hereunder or to
		prejudice any rights that Borrower may have against any Lender as a result of
		any default by such Lender hereunder.

2.5 Use of Proceeds .The proceeds of the Tranche A Term Loans and the
		Revolving Loans, if any, made on the Closing Date shall be applied by Borrower
		to fund the refinancing of certain Existing Indebtedness and the payment of any
		and all fees and expenses relating to the transactions contemplated by this
		Agreement. The proceeds of the Revolving Loans and the Letters of Credit made
		after the Closing Date shall be applied by Borrower for working capital and
		general corporate purposes of Holdings and its Subsidiaries; but shall in no
		event be used to make or facilitate any Investment or Restricted Junior Payment
		not otherwise permitted hereunder. No portion of the proceeds of any Credit
		Extension shall be used in any manner that causes such Credit Extension or the
		application of such proceeds to violate Regulation T, Regulation U or
		Regulation X of the Board of Governors of the Federal Reserve System or any
		other regulation thereof or to violate the Exchange Act.

2.6Evidence of Debt; Register; Lenders Books and
		Records; Notes.

(a)Lenders Evidence of Debt. Each Lender shall maintain on its internal records an
		account or accounts evidencing the Obligations of Borrower to such Lender,
		including the amounts of the Loans made by it and each repayment and prepayment
		in respect thereof. Any such recordation shall be conclusive and binding on
		Borrower, absent manifest error;provided, that
		the failure to make any such recordation, or any error in such recordation,
		shall not affect any Lenders Revolving Commitments or Borrowers
		Obligations in respect of any applicable Loans; andprovidedfurther, that in the event of any inconsistency between the
		Registers and any Lenders records, the recordations in the Registers
		shall govern.

(b)Register.
		Borrowing Base Agent shall maintain at its Principal Office a register for the
		recordation of the names and addresses of Lenders and the Revolving Commitments
		and Revolving Loans of each Lender from time to time (theRevolving
		Loan Register). Administrative
		Agent shall maintain at its Principal Office a register for the recordation of
		the names and addresses of Lenders and the Tranche A Term Loans of each Lender
		from time to time (theTerm Loan
		Registerand together with the
		Revolving Loan Register, collectively, theRegisters). The Registers shall be available for inspection by
		Borrower or any Lender at any reasonable time and from time to time upon
		reasonable prior notice. Borrowing Base Agent shall record in the Revolving
		Loan Register the Revolving Commitments and the Revolving Loans, and each
		repayment or prepayment in respect of the principal amount of the Revolving
		Loans, and any such recordation shall be conclusive and binding on Borrower and
		each Lender, absent manifest error;provided, that
		failure to make any such recordation, or any error in such recordation, shall
		not affect any Lenders Revolving Commitments or Borrowers
		Obligations in respect of any Revolving Loan. Borrower hereby designates the
		entity serving as Borrowing Base Agent to serve as Borrowers agent solely
		for purposes of maintaining the Revolving Loan Register as provided in this
		Section 2.6, and Borrower hereby agrees that, to the extent such entity serves
		in such capacity, the entity serving as Borrowing Base Agent and its officers,
		directors, employees, agents and affiliates shall



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constitute Indemnitees.
		Administrative Agent shall record in the Term Loan Register the Tranche A Term
		Loan Commitments and the Tranche A Term Loans, and each repayment or prepayment
		in respect of the principal amount of the Tranche A Term Loans, and any such
		recordation shall be conclusive and binding on Borrower and each Lender, absent
		manifest error;provided, that failure to make any such recordation, or any
		error in such recordation, shall not affect any Lenders Tranche A Term
		Loan Commitments or Borrowers Obligations in respect of any Tranche A
		Term Loan. Borrower hereby designates the entity serving as Administrative
		Agent to serve as Borrowers agent solely for purposes of maintaining the
		Term Loan Register as provided in this Section 2.6, and Borrower hereby agrees
		that, to the extent such entity serves in such capacity, the entity serving as
		Administrative Agent and its officers, directors, employees, agents and
		affiliates shall constitute Indemnitees.

(c)Notes. If so
		requested by any Lender by written notice to Borrower (with a copy to
		Administrative Agent and Borrowing Base Agent) at least two (2) Business Days
		prior to the Closing Date, or at any time thereafter, Borrower shall execute
		and deliver to such Lender (and/or, if applicable and if so specified in such
		notice, to any Person who is an assignee of such Lender pursuant to Section
		10.6) on the Closing Date (or, if such notice is delivered after the Closing
		Date, promptly after Borrowers receipt of such notice) a Note or Notes to
		evidence such Lenders Tranche A Term Loan, Revolving A Loan or Revolving
		B Loan, as the case may be.

2.7Interest on Loans.

(a) Except as otherwise set forth herein,
		each Class of Loan shall bear interest on the unpaid principal amount thereof
		from the date made through repayment (whether by acceleration or otherwise)
		thereof as follows:

(i) if a Base Rate Loan, at the Base Rate
		plus the Applicable Margin; or

(ii) if a LIBOR Rate Loan, at the Adjusted
		LIBOR Rate plus the Applicable Margin;

(b) The basis for determining the rate of
		interest with respect to any Loan, and the Interest Period with respect to any
		LIBOR Rate Loan, shall be selected by Borrower and notified to Borrowing Base
		Agent, Administrative Agent and Lenders pursuant to the applicable Funding
		Notice or Conversion/Continuation Notice, as the case may be. If on any day a
		Loan is outstanding with respect to which a Funding Notice or
		Conversion/Continuation Notice has not been delivered to Borrowing Base Agent
		and Administrative Agent in accordance with the terms hereof specifying the
		applicable basis for determining the rate of interest, then for that day such
		Loan shall be a Base Rate Loan.

(c) In connection with LIBOR Rate Loans
		there shall be no more than (i) in the case of Tranche A Term Loans, two (2)
		Interest Periods outstanding at any time and (ii) in the case of Revolving
		Loans, two (2) Interest Periods outstanding at any time. In the event Borrower
		fails to specify between a Base Rate Loan or a LIBOR Rate Loan in the
		applicable Funding Notice or Conversion/Continuation Notice, such Loan (if
		outstanding as a LIBOR Rate Loan) will be automatically converted into a Base
		Rate Loan on the last day of the then current



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Interest Period for such Loan (or if
		outstanding as a Base Rate Loan will remain as, or (if not then outstanding)
		will be made as, a Base Rate Loan). In the event Borrower fails to specify an
		Interest Period for any LIBOR Rate Loan in the applicable Funding Notice or
		Conversion/Continuation Notice, Borrower shall be deemed to have selected an
		Interest Period of one (1) month. As soon as practicable after 10:00 a.m. (New
		York City time) on each Interest Rate Determination Date, Borrowing Base Agent
		or Administrative Agent, as applicable, shall determine (which determination
		shall, absent manifest error, be final, conclusive and binding upon all
		parties) the interest rate that shall apply to the LIBOR Rate Loans for which
		an interest rate is then being determined for the applicable Interest Period
		and shall promptly give notice thereof (in writing or by telephone confirmed in
		writing) to Borrower and each applicable Lender.

(d) Interest payable pursuant to Section
		2.7(a) shall be computed on the basis of a 360 day year with respect to LIBOR
		Rate Loans and 365/66 day year with respect to Base Rate Loans, in each case
		for the actual number of days elapsed in the period during which it accrues. In
		computing interest on any Loan, the date of the making of such Loan or the
		first day of an Interest Period applicable to such Loan or, with respect to a
		Base Rate Loan being converted from a LIBOR Rate Loan, the date of conversion
		of such LIBOR Rate Loan to such Base Rate Loan, as the case may be, shall be
		included, and the date of payment of such Loan or the expiration date of an
		Interest Period applicable to such Loan or, with respect to a Base Rate Loan
		being converted to a LIBOR Rate Loan, the date of conversion of such Base Rate
		Loan to such LIBOR Rate Loan, as the case may be, shall be excluded;provided, that if a Loan is repaid on the same day on which it
		is made, one days interest shall be paid on that Loan.

(e) Except as otherwise set forth herein,
		interest on each Loan shall be payable in arrears (i) on and to each Interest
		Payment Date applicable to that Loan; (ii) upon any prepayment of that Loan,
		whether voluntary or mandatory, to the extent accrued on the amount being
		prepaid; and (iii) at maturity, including final maturity.

2.8Conversion/Continuation.

(a) Subject to Section 2.17 and so long as
		no Default or Event of Default shall have occurred and then be continuing,
		Borrower shall have the option:

(i) to convert at any time all or any part
		of any Term Loan or Revolving Loan equal to $250,000 and integral multiples of
		$100,000 in excess of that amount from one Type of Loan to another Type of
		Loan;provided, that a LIBOR Rate Loan may only be converted on the
		expiration of the Interest Period applicable to such LIBOR Rate Loan unless
		Borrower shall pay all amounts due under Section 2.17 in connection with any
		such conversion; or

(ii) upon the expiration of any Interest
		Period applicable to any LIBOR Rate Loan, to continue all or any portion of
		such Loan equal to $250,000 and integral multiples of $100,000 in excess of
		that amount as a LIBOR Rate Loan.

(b) Borrower shall deliver a
		Conversion/Continuation Notice to Borrowing Base Agent and Administrative Agent
		no later than 10:00 a.m. (New York City time) at least one Business Day in
		advance of the proposed conversion date (in the case of a conversion to a Base



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Rate Loan) and at least three (3) Business
		Days in advance of the proposed conversion/continuation date (in the case of a
		conversion to, or a continuation of, a LIBOR Rate Loan). Except as otherwise
		provided herein, a Conversion/Continuation Notice for conversion to, or
		continuation of, any LIBOR Rate Loans (or telephonic notice in lieu thereof)
		shall be irrevocable on and after the related Interest Rate Determination Date,
		and Borrower shall be bound to effect a conversion or continuation in
		accordance therewith.

2.9Default Interest .Upon the occurrence and during
		the continuance of an Event of Default, the principal amount of all Loans
		outstanding and, to the extent permitted by applicable law, any interest
		payments on the Loans or any fees or other amounts owed hereunder, shall
		thereafter bear interest (including post petition interest in any proceeding
		under the Bankruptcy Code or other applicable bankruptcy laws) payable on
		demand at a rate that is two percent (2%) per annum in excess of the interest
		rate otherwise payable hereunder with respect to the applicable Loans (or, in
		the case of any such fees and other amounts, at a rate which is two percent
		(2%) per annum in excess of the interest rate otherwise payable hereunder for
		Base Rate Loans); provided, that, in the case of LIBOR Rate Loans, upon
		the expiration of the Interest Period in effect at the time any such increase
		in interest rate is effective such LIBOR Rate Loans shall thereupon become Base
		Rate Loans and shall thereafter bear interest payable upon demand at a rate
		which is two percent (2%) per annum in excess of the interest rate otherwise
		payable hereunder for Base Rate Loans. Payment or acceptance of the increased
		rates of interest provided for in this Section 2.9 is not a permitted
		alternative to timely payment and shall not constitute a waiver of any Event of
		Default or otherwise prejudice or limit any rights or remedies of any Agent,
		Borrowing Base Agent or any Lender.

2.10Fees.

(a) Borrower agrees to pay to Borrowing Base
		Agent for the ratable benefit of Lenders having Revolving Exposure:

(i) commitment fees equal to (1) the average
		of the daily difference between (a) the Revolving Commitments, and (b) the sum
		of (x) the aggregate principal amount of outstanding Revolving Loans plus (y)
		the Letter of Credit Usage, times (2) three quarters of one percent (0.75%) per
		annum; and

(ii) letter of credit fees equal to (1) the
		interest rate applicable to Revolving Loans that are LIBOR Rate Loans
		(including both the Adjusted LIBOR Rate (determined for an Interest Period of
		one month as of the first Business Day of such month) and the Applicable Margin
		components thereof and after giving effect to any Default Rate of interest that
		may be payable thereon at such time under Section 2.9), times (2) the average
		aggregate daily maximum amount available to be drawn under all Letters of
		Credit (regardless of whether any conditions for drawing could then be met and
		determined as of the close of business on any date of determination);
		and

(iii) All fees referred to in this Section
		2.10(a) shall be paid to an account designed by Borrowing Base Agent and upon
		receipt, Borrowing Base Agent shall promptly distribute to each applicable
		Lender its Pro Rata Share thereof.





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(b) Borrower agrees to pay directly to
		Issuing Bank, for its own account, such documentary and processing charges for
		any issuance, amendment, transfer or payment of a Letter of Credit as are in
		accordance with Issuing Banks standard schedule for such charges and as
		in effect at the time of such issuance, amendment, transfer or payment, as the
		case may be.

(c) Borrower agrees to pay directly to
		Borrowing Base Agent, for its own account (as reimbursement of fees and
		expenses paid by Borrowing Base Agent to the Issuing Bank) the fees and
		expenses relating such documentary and processing charges for any issuance,
		amendment, transfer or payment of a Letter of Credit as are in accordance with
		Issuing Banks standard schedule for such charges and as in effect at the
		time of such issuance, amendment, transfer or payment, as the case may
		be.

(d) Borrower agrees to pay Wachovia Capital
		Finance Corporation (New England) or its designee a prepayment fee of $100,000
		if prior to the one year anniversary of the Closing Date, Wachovia Capital
		Finance Corporation (New England) ceases, other than by a voluntary assignment,
		to be a Lender under this Agreement.

(e) Borrower agrees to pay the Borrowing
		Base Agent an agency and collateral management fee of $2,500 per month, which
		such fee shall be payable monthly in arrears on the last day of each month
		during the term of this Agreement;provided, that
		if Wachovia Capital Finance Corporation (New England) or its Affiliates or
		Related Funds ceases to be the Borrowing Base Agent under this Agreement, then
		such fee shall be paid to the Administrative Agent.

(f) All fees referred to in Sections
		2.10(a), 2.10(b) and 2.10(c) shall be calculated on the basis of a 360 day year
		and the actual number of days elapsed and shall be payable monthly in arrears
		on the last day of each month during the Revolving Commitment Period
		(provided, that the fees referred to in Sections 2.10(b) and
		2.10(c) shall continue to be paid at anytime Letters of Credit are issued and
		outstanding), commencing on the first such date to occur after the Closing
		Date, and on the Revolving Commitment Termination Date.

(g) In addition to the forgoing fees,
		Borrower agrees to pay to Agents all fees payable by it in the Fee Letter in
		the amounts and at the times specified therein and to Agents such other fees
		payable by it in the amounts and at the time separately agreed upon.

2.11 Scheduled Payments/Commitment
		Reductions.The aggregate unpaid
		principal amount of the Tranche A Term Loans together with all other amounts
		owed hereunder with respect thereto, shall be paid in full by Borrower no later
		than the Tranche A Term Loan Maturity Date. The Revolving Commitments shall be
		reduced in connection with any voluntary or mandatory reductions of the
		Revolving Commitments in accordance with Section 2.11, 2.12 and 2.13, as
		applicable, and shall be terminated on the Revolving Commitment Termination
		Date, and all amounts owed hereunder with respect thereto, shall, in any event,
		be paid in full by Borrower no later than the Revolving Commitment Termination
		Date.

2.12Voluntary Prepayments/Commitment
		Reductions.

(a)Voluntary Prepayments.





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(i) Subject to Sections 2.12(c), 2.14(c) and
		2.17(c), any time and from time to time after the first anniversary of the
		Closing Date (or, in the case of Revolving Loans, at any time):

(1) with respect to Base Rate Loans,
		Borrower may prepay any such Loans on any Business Day in whole or in part, in
		an aggregate minimum amount of $300,000 and integral multiples of $100,000 in
		excess of that amount;provided, that
		so long as Wachovia Capital Finance Corporation (New England) is the Borrowing
		Base Agent or any successor Borrowing Base Agent agrees, such minimum amounts
		shall not be applicable; and

(2) with respect to LIBOR Rate Loans,
		Borrower may prepay any such Loans on any Business Day in whole or in part
		(together with any amounts due pursuant to Section 2.17(c)) in an aggregate
		minimum amount of $300,000 and integral multiples of $100,000 in excess of that
		amount;provided, that so long asWachovia Capital Finance Corporation
		(New England) is the Borrowing Base Agent or any successor Borrowing Base Agent
		agrees, such minimum amounts shall not be applicable.

(ii) All such prepayments shall be
		made:

(1) upon not less than one (1) Business
		Days prior written or telephonic notice in the case of Base Rate Loans;provided, that so long as Wachovia Capital Finance Corporation
		(New England) is the Borrowing Base Agent or any successor Borrowing Base Agent
		agrees, such notice periods shall not be applicable; and

(2) upon not less than three (3) Business
		Days prior written or telephonic notice in the case of LIBOR Rate Loans;provided, that so long as Wachovia Capital Finance Corporation
		(New England) is the Borrowing Base Agent or any successor Borrowing Base Agent
		agrees, such notice periods shall not be applicable,

in each case given to Borrowing Base Agent
		or Administrative Agent, as applicable, by 12:00 p.m. (New York City time) on
		the date required and, if given by telephone, promptly confirmed in writing to
		Borrowing Base Agent and Administrative Agent, as applicable (and Borrowing
		Base Agent and Administrative Agent, as applicable, will promptly transmit such
		telephonic or original notice for Tranche A Term Loans or Revolving Loans, as
		the case may be, by telefacsimile or telephone to each Lender). Upon the giving
		of any such notice, the principal amount of the Loans specified in such notice
		shall become due and payable on the prepayment date specified therein. Any such
		voluntary prepayment shall be applied as specified in Section 2.14(a) with
		respect to Revolving Loans and Tranche A Term Loans.

Notwithstanding anything to the contrary
		contained in this Agreement, while any Revolving A Loans are outstanding,
		Borrower may only voluntarily prepay the outstanding principal amount of the
		Tranche A Term Loan pursuant to this Section 2.12(a) if Borrower has
		Availability of at least $5,000,000 after giving effect to such
		prepayment.



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(b)Voluntary Commitment Reductions

(i) Subject to Section 2.12(c), any time and
		from time to time after the first anniversary of the Closing Date, Borrower
		may, upon not less than three (3) Business Days prior written or
		telephonic notice confirmed in writing to Borrowing Base Agent and
		Administrative Agent (which original written or telephonic notice Borrowing
		Base Agent and Administrative Agent will promptly transmit by telefacsimile or
		telephone to each applicable Lender), at any time and from time to time
		terminate in whole or permanently reduce

(a) in part the Revolving A Commitments in
		an amount up to the amount by which the Revolving A Commitments exceed the
		Total Utilization of Revolving A Commitments at the time of such proposed
		termination or reduction;provided, that
		any such partial reduction of the Revolving A Commitments shall be in an
		aggregate minimum amount of $500,000 and integral multiples of $200,000 in
		excess of that amount

(b) in part the Revolving B Commitments in
		an amount up to the amount by which the Revolving B Commitments exceed the
		Total Utilization of Revolving B Commitments at the time of such proposed
		termination or reduction;provided, that
		any such partial reduction of the Revolving B Commitments shall be in an
		aggregate minimum amount of $500,000 and integral multiples of $200,000 in
		excess of that amount;provided,further, that the Revolving A Commitment must first be
		terminated prior to any reduction or termination of the Revolving B
		Commitments.

(ii) Borrowers notice to Borrowing
		Base Agent and Administrative Agent shall designate the date (which shall be a
		Business Day) of such termination or reduction and the amount of any partial
		reduction, and such termination or reduction of the applicable Revolving
		Commitments shall be effective on the date specified in the Borrowers
		notice and shall reduce the applicable Revolving Commitment of each Lender
		proportionately to its Pro Rata Share thereof.

(c)Call Protection.
		If all or any part of the principal balance of the Tranche A Term Loan is paid
		for any reason (including, without limitation, (i) pursuant to any mandatory
		prepayment provision other than any mandatory prepayments required by Sections
		2.13(a) (solely with respect to the Asset Sales of branches in the ordinary
		course of business and the real property (including the buildings and fixtures)
		located in Emporia, Kansas and Laredo, Texas), 2.13(e) and 2.13(i), (ii) in
		connection with a foreclosure and sale of the Collateral, (iii) in connection
		with a sale of the Collateral in an Insolvency Proceeding, (iv) in connection
		with the acceleration of the Obligations after the occurrence and during the
		continuation of an Event of Default, or (v) in connection with the restructure,
		reorganization, or compromise of the Obligations by the confirmation of a plan
		of reorganization or any other plan of compromise, restructure, or arrangement
		in any Insolvency Proceeding), and/or any Commitment is reduced or terminated
		after the first anniversary of the Closing Date (other than the termination of
		any Term Loan Commitments on the Closing Date) but on or prior to July 19,
		2011, for any reason, Borrower shall pay to Administrative Agent, for the
		benefit of the Lenders entitled to a portion of such prepayment or reduction,
		as set forth in a side agreement among the Administrative Agent and the
		Lenders, the lesser of (x) the Make-Whole Amount and (y) the applicable
		Prepayment Premium;provided, that,
		the provisions of this Section 2.12(c) shall apply to all





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mandatory prepayments and Commitment
		reductions and terminations (other than the termination of any Term Loan
		Commitments on the Closing Date and any mandatory prepayments required by
		Sections 2.13(a) (solely with respect to the Asset Sales of branches in the
		ordinary course of business and of the real property (including the buildings
		and fixtures) located in Emporia, Kansas and Laredo, Texas), 2.13(e) and
		2.13(i)) made at anytime, including, without limitation, prior to the first
		anniversary of the Closing Date;provided,further, that the Make-Whole Amount shall be paid in connection
		with all mandatory prepayments and Commitment reductions and terminations made
		prior to the first anniversary of the Closing Date (other than the termination
		of any Term Loan Commitments on the Closing Date and any mandatory prepayments
		required by Sections 2.13(a) (solely with respect to the Asset Sales of
		branches in the ordinary course of business and of the real property (including
		the buildings and fixtures) located in Emporia, Kansas and Laredo, Texas),
		2.13(e) and 2.13(i)).

2.13 Mandatory Prepayments/Commitment
		Reductions.

(a)Asset Sales. No
		later than the first Business Day following the date of receipt by Holdings or
		any of its Subsidiaries of any Net Asset Sale Proceeds, Borrower shall prepay
		the Loans as set forth in Section 2.14(b) in an aggregate amount equal to such
		Net Asset Sale Proceeds;provided, that,
		(i) so long as no Default or Event of Default shall have occurred and be
		continuing, and (ii) to the extent that aggregate Net Asset Sale Proceeds from
		the Closing Date through the applicable date of determination do not exceed
		$250,000 per Fiscal Year, Borrower shall have the option, directly or through
		one or more of its Subsidiaries, to invest Net Asset Sale Proceeds within one
		hundred eighty (180) days of receipt thereof in long term productive assets of
		the general type used in the business of Holdings and its Subsidiaries so long
		as (x) such assets shall be subject to the First Priority Lien in favor of the
		Collateral Agent and (y) Borrower delivers to the Collateral Agent,
		concurrently with or prior to the Asset Sale, a certificate of an Authorized
		Officer of Holdings stating that such Net Asset Sale Proceeds will be used in
		compliance with this Section 2.13(a);providedfurther, that pending any such investment all such Net Asset
		Sale Proceeds shall be applied to prepay Revolving Loans to the extent
		outstanding (without a reduction in Revolving Commitments).

(b)Insurance/Condemnation Proceeds. No later than the first Business Day following the
		date of receipt by Holdings or any of its Subsidiaries, or Administrative Agent
		as loss payee, of any Net Insurance/Condemnation Proceeds, Borrower shall
		prepay the Loans as set forth in Section 2.14(b) in an aggregate amount equal
		to such Net Insurance/Condemnation Proceeds;provided, that
		(i) so long as no Default or Event of Default shall have occurred and be
		continuing, and (ii) to the extent that aggregate Net Insurance/Condemnation
		Proceeds from the Closing Date through the applicable date of determination do
		not exceed $500,000 per Fiscal Year, Borrower shall have the option, directly
		or through one or more of its Subsidiaries to invest such Net
		Insurance/Condemnation Proceeds within one hundred eighty (180) days of receipt
		thereof in long term productive assets of the general type used in the business
		of Holdings and its Subsidiaries, which investment may include the repair,
		restoration or replacement of the applicable assets thereof;providedfurther, that pending any such investment all such Net
		Insurance/Condemnation Proceeds, as the case may be, shall be applied to prepay
		Revolving Loans to the extent outstanding (without a reduction in Revolving
		Commitments).





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(c)Issuance of Equity Securities. On the date of receipt by Holdings of any Cash
		proceeds from any capital contribution to, or the issuance of any Capital Stock
		of, Holdings or any of its Subsidiaries, Borrower shall prepay the Loans as set
		forth in Section 2.14(b) in an aggregate amount equal to one hundred percent
		(100%) of such proceeds, net of underwriting discounts and commissions and
		other reasonable costs and expenses associated therewith, including reasonable
		legal fees and expenses.

(d)Issuance of Debt. On the date of receipt by Holdings or any of its
		Subsidiaries of any Cash proceeds from the incurrence of any Indebtedness of
		Holdings or any of its Subsidiaries (other than with respect to any
		Indebtedness permitted to be incurred pursuant to Section 6.1(a)-(m)), Borrower
		shall prepay the Loans as set forth in Section 2.14(b) in an aggregate amount
		equal to one hundred percent (100%) of such proceeds, net of underwriting
		discounts and commissions and other reasonable costs and expenses associated
		therewith, including reasonable legal fees and expenses.

(e)Consolidated Excess Cash Flow. In the event that there shall be Consolidated Excess
		Cash Flow for any Fiscal Year (commencing with the Fiscal Year ending December
		31, 2007), Borrower shall, no later than ninety (90) days after the end of such
		Fiscal Year, prepay the Loans and/or the Revolving Commitments shall be
		permanently reduced as set forth in Section 2.14(b) in an aggregate amount
		equal to seventy five percent (75%) of such Consolidated Excess Cash Flow;provided, that such payment shall not be made until such time as
		the average Availability for the 30 days immediately preceding such payment is
		at least $5,000,000;provided,further, that, if any payment can not be made because of this
		proviso, such payment shall be made on the first date thereafter that average
		Availability for such 30 day period immediately preceding such payment is at
		least $5,000,000. Any amounts prepaid pursuant to this Section 2.13(e) with
		respect to any Fiscal Year in excess of any suchpercentage of
		Consolidated Excess Cash Flow (set forth in clause (i) and (ii) above) shall be
		treated as voluntary prepayments made pursuant to Section 2.12(a).

(f)Extraordinary Receipts. No later than the first Business Day following the
		date of receipt by Holdings or any of its Subsidiaries of any Extraordinary
		Receipts, Borrower shall prepay the Loans and/or the Revolving Commitments
		shall be permanently reduced as set forth in Section 2.14(b) in an aggregate
		amount equal to one hundred (100%) of such Extraordinary Receipts.

(g)Revolving Loans. Borrower shall from time to time prepay (i) the
		Revolving A Loans to the extent necessary so that the Total Utilization of
		Revolving A Commitments shall not at any time exceed the lesser of (A) the
		Borrowing Base then in effect less the aggregate principal amount of Revolving
		B Loans outstanding at such time and (B) the Revolving A Commitments then in
		effect, (ii) the Revolving B Loans to the extent necessary so that the Total
		Utilization of Revolving B Commitments shall not at any time exceed the lesser
		of (A) the Borrowing Base then in effect less the sum of (1) the aggregate
		principal amount of Revolving A Loans outstanding at such time plus (2) the
		Letter of Credit Usage and (B) the Revolving B Commitments then in effect and
		(iii) the Revolving Loans when (x) the Borrowing Base then in effect less (y)
		the sum of (1) the Total Utilization of Revolving A Commitments plus (2) the
		Total Utilization of Revolving B Commitments is less than $0, in the amount by
		which such deficit is less than zero;provided, that
		all such prepayments shall be applied, to the





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extent applicable,first, to the
		principal amount of Revolving A Loans outstanding at such time,second, to
		provide cash collateral in respect of the Obligations, to be held as security
		for Borrowers reimbursement Obligations in respect of the outstanding
		Letters of Credit under arrangements reasonably acceptable to Borrowing Base
		Agent, equal to one hundred and five percent (105%) of the Letter of Credit
		Usage at any time prior to the stated expiry of all outstanding Letters of
		Credit, andthird, to the principal amount of Revolving B Loans
		outstanding at such time.

(h)Tranche A Term Loans. Borrower shall immediately prepay the outstanding
		principal amount of the Tranche A Term Loans pursuant to Section 2.15(h) in the
		event that the Revolving A Commitment or Revolving B Commitment is terminated
		for any reason.

(i)NRF Financing.
		In the event NRF enters into the credit agreement referred to in Section 5.19
		and incurs the Indebtedness described therein, Borrower shall immediately
		prepay the outstanding principal amount of the Tranche A Term Loans in an
		amount equal to such borrowings by NRF.

(j)Prepayment Certificate. Concurrently with any prepayment of the Loans and/or
		reduction of the Revolving Commitments pursuant to Sections 2.13(a)-(i),
		Borrower shall deliver to Administrative Agent a certificate of an Authorized
		Officer demonstrating the calculation of the amount of the applicable net
		proceeds, Consolidated Excess Cash Flow or other applicable financial tests or
		proceeds giving rise to the prepayment, as the case may be. In the event that
		Borrower shall subsequently determine that the actual amount received exceeded
		the amount set forth in such certificate, Borrower shall promptly make an
		additional prepayment of the Loans and/or the Revolving Commitments shall be
		permanently reduced in an amount equal to such excess, and Borrower shall
		concurrently therewith deliver to Administrative Agent a certificate of an
		Authorized Officer demonstrating the derivation of such excess.

2.14 Application of
		Prepayments/Reductions.

(a)Application of Voluntary Prepayments of Loans. Any prepayment of any Revolving Loan
		pursuant to Section 2.12 shall be applied to repay the applicable outstanding
		Revolving Loans to the full extent thereof;provided, that,
		all such prepayments of the Revolving Loans shall be appliedfirst, to the
		principal amount of Revolving A Loans outstanding at such time, andsecond, to the principal amount of Revolving B Loans
		outstanding at such time. Any voluntary prepayment of any Tranche A Term Loan
		pursuant to Section 2.12 shall be applied to repay the Tranche A Term
		Loans.

(b)Application of Mandatory Prepayments

(i) So long as no Event of Default has
		occurred and is continuing, any mandatory prepayment of any Loan pursuant to
		Sections 2.13(a) and (b) shall be applied as follows:

(w) if such proceeds are with respect to
		Inventory or Accounts, then such proceeds shall be applied,





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first, to prepay principal of the Revolving A Loans;

second, to prepay principal of the Revolving
		B Loans;

third, to prepay principal of the Tranche A Term Loans;
		and

fourth, to any other Obligations then outstanding,

(x) if such proceeds are with respect to any
		other Collateral other than Inventory or Accounts or the tube mill located in
		Laredo, Texas or the real property (including the buildings and fixtures)
		located in Emporia, Kansas and Laredo, Texas, then such proceeds shall be
		applied,

first, to prepay principal of the Tranche A Term
		Loans;

second, to prepay principal of the Revolving A Loans;

third, to prepay principal of the Revolving B Loans;
		and

fourth, to any other Obligations then outstanding,

(y) if such proceeds are with respect to the
		real property (including the buildings and fixtures) located in Emporia, Kansas
		and Laredo, Texas or the tube mill located in Laredo, Texas, then such proceeds
		shall be applied,

first, to prepay principal of the Tranche A Term Loans in the
		amount of (i) in the case of the real property (including the buildings and
		fixtures) located in Emporia, Kansas, $1,000,000, (ii) in the case of the real
		property (including the buildings and fixtures) located in Laredo, Texas,
		$1,500,000 and (iii) in the case of the tube mill located in Laredo, Texas,
		$900,000;

second, to prepay principal of the Revolving A Loans;

third, to prepay principal of the Revolving B Loans;
		and

fourth, to any other Obligations then outstanding, and





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(z) if such proceeds are with respect to
		both (1) Accounts and Inventory and (2) other Collateral, then such proceeds
		shall be applied,

first, to prepay principal of the Revolving A Loans;provided, that the Borrowing Base Agent shall establish and
		maintain a permanent reserve against the Borrowing Base and the Revolving A
		Commitments in an amount equal to the amount of proceeds applied to the
		Revolving A Loans that are in excess of the Revolving A Loans supported by such
		Accounts and Inventory determined using the advance rate under the Borrowing
		Base against such Accounts and Inventory (determined at the time of such sale
		or other disposition or event resulting in such insurance proceeds);

second, an amount equal to the Revolving B Loans supported by
		such Accounts and Inventory determined using the advance rate under the
		Borrowing Base against such Accounts and Inventory (determined at the time of
		such sale or other disposition or event resulting in such insurance proceeds)
		to prepay principal of the Revolving B Loans;

third, to prepay principal of the Tranche A Term
		Loans;

fourth, to prepay principal of the Revolving A Loans;

fifth, to prepay principal of the Revolving B Loans;
		and

sixth, to any other Obligations then outstanding,

(ii) So long as no Event of Default has
		occurred and is continuing, any mandatory prepayment of any Loan pursuant to
		Sections 2.13(c) through (f) shall be applied as follows:

first, to prepay principal of the Tranche A Term
		Loans;

second, to prepay principal of the Revolving A Loans;

third, to prepay principal of the Revolving B Loans;
		and

fourth, to any other Obligations then outstanding.

(iii) If an Event of Default has occurred
		and is continuing, all payments shall be applied pursuant to Section 2.15(h).
		Nothing contained herein shall modify





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the provisions of Section 2.12(c) or Section
		2.15(b) regarding the requirement that all prepayments be accompanied by
		accrued interest and fees on the principal amount being prepaid to the date of
		such prepayment and the applicable Prepayment Premium, or any requirement
		otherwise contained herein to pay all other amounts as the same become due and
		payable.

(c)Waiver of Certain Prepayments. Anything contained herein to the contrary
		notwithstanding, if the Borrower is required to make any mandatory prepayment
		(aWaivable
		Prepayment) of the Tranche A Term
		Loans, not less than three (3) Business Days prior to the date (thePrepayment
		Date) on which Borrower is
		required to make such Waivable Prepayment, Borrower shall notify Administrative
		Agent of the amount of such prepayment, and Administrative Agent will promptly
		thereafter notify each Lender holding an outstanding Tranche A Term Loan, of
		the amount of such Lenders Pro Rata Share of such Waivable Prepayment and
		such Lenders option to refuse such amount (theRefusal Option). Each such Lender may exercise the Refusal Option by
		giving written notice to Borrower and Administrative Agent of its election to
		do so on or before the first Business Day prior to the Prepayment Date (it
		being understood that any Lender which does not notify Borrower and
		Administrative Agent of its election to exercise such option on or before the
		first Business Day prior to the Prepayment Date shall be deemed to have
		elected, as of such date, not to exercise the Refusal Option). On the
		Prepayment Date, Borrower shall pay to Administrative Agent the amount of the
		Waivable Prepayment, which amount shall be applied (i) in an amount equal to
		the Waivable Prepayment payable pro rata to those Lenders that have elected not
		to exercise the Refusal Option, to prepay the Tranche A Term Loans of such
		Lenders (which prepayment shall be applied to the principal of the Tranche A
		Term Loans in accordance with Section 2.14(b)), and (ii) to the extent of any
		excess, to Borrower for working capital and general corporate purposes.

(d)Application of Prepayments of Loans to Base Rate Loans
		and LIBOR Rate Loans. Considering each
		Class of Loans being prepaid separately, any prepayment thereof shall be
		applied first to Base Rate Loans to the full extent thereof before application
		to LIBOR Rate Loans, in each case in a manner which minimizes the amount of any
		payments required to be made by Borrower pursuant to Section 2.17(c);provided, that, all such prepayments of the Revolving Loans
		shall be appliedfirst, to the principal amount of Revolving A Loans
		outstanding at such time, andsecond, to the
		principal amount of Revolving B Loans outstanding at such time.

2.15 General Provisions Regarding
		Payments.

(a) All payments by any Credit Party of
		principal, interest, fees and other Obligations shall be made in Dollars in
		same day funds, without, recoupment, setoff, counterclaim or other defense free
		of any restriction or condition, and delivered to Borrowing Base Agent (with
		respect to Revolving Loans) and Administrative Agent (with respect to Tranche A
		Term Loans) not later than 12:00 p.m. (New York City time) on the date due to
		Borrowing Base Agents Account or Administrative Agents Account, as
		applicable, for the account of Lenders; funds received by Borrowing Base Agent
		or Administrative Agent, as applicable, after that time on such due date shall
		be deemed to have been paid on the next Business Day.





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(b) All payments in respect of the principal
		amount of any Loan (other than prepayments of Revolving Loans) shall be
		accompanied by payment of accrued interest on the principal amount being repaid
		or prepaid, the Applicable Prepayment Amount and all commitment fees and other
		amounts payable with respect to the principal amount being repaid or
		prepaid.

(c) Borrowing Base Agent or Administrative
		Agent, as applicable, shall promptly distribute to each Lender at such address
		as such Lender shall indicate in writing, such Lenders applicable Pro
		Rata Share of all payments and prepayments of principal and interest due
		hereunder, together with all other amounts due thereto, including all fees
		payable with respect thereto, to the extent received by Borrowing Base Agent or
		the Administrative Agent, as applicable.

(d) Notwithstanding the foregoing provisions
		hereof, if any Conversion/ Continuation Notice is withdrawn as to any Affected
		Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata
		Share of any LIBOR Rate Loans, Borrowing Base Agent or Administrative Agent, as
		applicable, shall give effect thereto in apportioning payments received
		thereafter.

(e) Subject to the provisos set forth in the
		definition ofInterest Period,whenever any
		payment to be made hereunder shall be stated to be due on a day that is not a
		Business Day, such payment shall be made on the next succeeding Business Day
		and such extension of time shall be included in the computation of the payment
		of interest hereunder or of the commitment fees hereunder.

(f) Borrower hereby authorizes Borrowing
		Base Agent to charge Borrowers accounts with Borrowing Base Agent or any
		of its Affiliates in order to cause timely payment to be made to Borrowing Base
		Agent of all principal, interest, fees and expenses with respect to the
		Revolving Loans due hereunder (subject to sufficient funds being available in
		its accounts for that purpose). The Lenders and the Borrower also hereby
		authorize the Borrowing Base Agent to, and the Borrowing Base Agent may, from
		time to time, charge the Borrowing Base Agent Loan Account of the Borrower with
		any amount due and payable by the Borrower with respect to the Revolving Loans
		under any Credit Document. Each of the Lenders and the Borrower agrees that the
		Borrowing Base Agent shall have the right to make such charges whether or not
		any Default or Event of Default shall have occurred and be continuing or
		whether any of the conditions precedent in Section 3.2 have been satisfied. Any
		amount charged to the Borrowing Base Agent Loan Account of the Borrower shall
		be deemed a Revolving Loan hereunder made by the Lenders to the Borrower,
		funded by the Borrowing Base Agent on behalf of the Lenders and subject to
		Section 2.2 of this Agreement. The Lenders and the Borrower confirm that any
		charges which the Borrowing Base Agent may so make to the Borrowing Base Agent
		Loan Account of the Borrower as herein provided will be made as an
		accommodation to the Borrower and solely at the Borrowing Base Agents
		discretion, provided that, in the absence of a continuing Event of Default, the
		Borrowing Base Agent shall from time to time upon the request of the Collateral
		Agent, charge the Borrowing Base Agent Loan Account of the Borrower with any
		amount due and payable under any Credit Document. Borrower hereby authorizes
		Administrative Agent to charge Borrowers accounts with Administrative
		Agent or any of its Affiliates in order to cause timely payment to be made to
		Administrative Agent of all principal,





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interest, fees and expenses with respect to
		the Tranche A Term Loans due hereunder (subject to sufficient funds being
		available in its accounts for that purpose). The Lenders and the Borrower also
		hereby authorize the Administrative Agent to, and the Administrative Agent may,
		from time to time, charge the Administrative Agent Loan Account of the Borrower
		with any amount due and payable by the Borrower with respect to the Tranche A
		Term Loans under any Credit Document. Each of the Lenders and the Borrower
		agrees that the Administrative Agent shall have the right to make such charges
		whether or not any Default or Event of Default shall have occurred and be
		continuing or whether any of the conditions precedent in Section 3.2 have been
		satisfied. Any amount charged to the Administrative Agent Loan Account of the
		Borrower shall be deemed an Obligation with respect to the Tranche A Term Loan
		hereunder payable by the Borrower to the Lenders holding the Tranche A Term
		Loans. The Lenders and the Borrower confirm that any charges which the
		Administrative Agent may so make to the Administrative Agent Loan Account of
		the Borrower as herein provided will be made as an accommodation to the
		Borrower and solely at the Administrative Agents discretion, provided
		that the Administrative Agent shall from time to time upon the request of the
		Collateral Agent, charge the Administrative Agent Loan Account of the Borrower
		with any amount due and payable under any Credit Document. Notwithstanding the
		foregoing, the Administrative Agent shall be permitted to direct the Borrowing
		Base Agent to, and so long as no Event of Default has occurred and is
		continuing, the Borrowing Base Agent shall, charge the Borrowing Base Agent
		Loan Account with any amount due and payable by the Borrower with respect to
		the Tranche A Term Loans under any Credit Document. Any amount charged to the
		Borrowing Base Agent Loan Account of the Borrower pursuant to this Agreement
		shall be deemed a Revolving Loan hereunder made by the Lenders to the Borrower,
		funded by the Borrowing Base Agent on behalf of the Lenders and subject to
		Section 2.2 of this Agreement.

(g) Borrowing Base Agent or Administrative
		Agent, as applicable, shall deem any payment by or on behalf of any Credit
		Party hereunder that is not made in same day funds prior to 12:00 p.m. (New
		York City time) (or 3:00 p.m. (New York City time) if Borrowing Base Agent is
		able to accommodate such later time) to be a non-conforming payment. Any such
		payment shall not be deemed to have been received by Borrowing Base Agent or
		Administrative Agent, as applicable, until the later of (i) the time such funds
		become available funds, and (ii) the applicable next Business Day. Interest and
		Letter of Credit fees shall continue to accrue on any principal or Letter of
		Credit outstanding as to which a non-conforming payment is made until such
		funds become available funds (but in no event less than the period from the
		date of such payment to the next succeeding applicable Business Day) at the
		Default Rate determined pursuant to Section 2.9 from the date such amount was
		due and payable until the date such amount is paid in full.

(h) Notwithstanding anything to the contrary
		contained in this Agreement or any other Credit Document, after the occurrence
		and during the continuance of an Event of Default, the Borrowing Base Agent or
		the Administrative Agent, as applicable, may, and upon the direction of the
		Requisite Lenders shall, apply all payments in respect of any Obligations and
		all proceeds of the Collateral, as follows:

(i)first, ratably
		to pay the Obligations in respect of any fees (other than any prepayment fees,
		any Make-Whole Amount and any applicable Prepayment





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Premium), expense reimbursements,
		indemnities and other amounts then due to the Agents and the Borrowing Base
		Agent until paid in full;

(ii)second, ratably
		to pay the Obligations in respect of any fees (other than any prepayment fees,
		any Make-Whole Amount and any applicable Prepayment Premium) expense
		reimbursements and indemnities then due to the Lenders until paid in
		full;

(iii)third, ratably
		to pay interest then due and payable in respect of the Agent Advances until
		paid in full;

(iv)fourth, ratably
		to pay principal of the Agent Advances then due and payable until paid in
		full;

(v)fifth, to pay
		interest due in respect of the Revolving A Loans until paid in full;

(vi)sixth, to pay
		principal of the Revolving A Loans until paid in full;

(vii)seventh, ratably
		to pay the Letter of Credit Usage (or, to the extent such Obligations relate to
		Letters of Credit then outstanding, to provide cash collateral in respect of
		such Obligations, to be held as security for Borrowers reimbursement
		Obligations in respect of such Letters of Credit under arrangements reasonably
		acceptable to Borrowing Base Agent, equal to one hundred and five percent
		(105%) of the Letter of Credit Usage at any time prior to the stated expiry of
		all outstanding Letters of Credit) until paid in full;

(viii)eighth, ratably
		to pay interest due in respect of the Loans (other than the Revolving A Loans)
		until paid in full;

(ix)ninth, ratably
		to pay principal of the Loans (other than the Revolving A Loans) until paid in
		full; and

(x)tenth, to pay
		the prepayment fee due pursuant to Section 2.10(d) until paid in full;

(xi)eleventh, to the
		ratable payment of the applicable Prepayment Premium and/or Make-Whole Amount
		payable to the Lenders holding Revolving B Loans and Tranche A Term Loans until
		paid in full; and

(xii)twelfth, to the
		ratable payment of all other Obligations then due and payable.

(i) In each instance, so long as no Event of
		Default has occurred and is continuing, Section 2.15(h) shall not be deemed to
		apply to any payment by or on behalf of such Credit Party that is specified by
		such Credit Party to the Borrowing Base Agent or the Administrative Agent, as
		applicable, to be for the payment or prepayment of any Obligations then due and
		payable under any provision of this Agreement.





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(j) For purposes of Section 2.15(h),
		paid in full with respect to interest and fees shall include
		interest and fees accrued after the commencement of any insolvency proceeding
		irrespective of whether a claim for such interest and fees is allowable in such
		insolvency proceeding.

(k) In the event of a direct conflict
		between the priority provisions of Section 2.15(h) and other provisions
		contained in any other Credit Document, it is the intention of the parties
		hereto that both such priority provisions in such documents shall be read
		together and construed, to the fullest extent possible, to be in concert with
		each other. In the event of any actual, irreconcilable conflict that cannot be
		resolved as aforesaid, the terms and provisions of Section 2.15(h) shall
		control and govern.

2.16 Ratable SharingLenders hereby agree among themselves that, except as
		otherwise provided in the Collateral Documents with respect to amounts realized
		from the exercise of rights with respect to Liens on the Collateral and except
		as set forth in Section 2.15, if any of them shall, whether by voluntary
		payment (other than a voluntary prepayment of Loans made and applied in
		accordance with the terms hereof), through the exercise of any right of set off
		or bankers lien, by counterclaim or cross action or by the enforcement of
		any right under the Credit Documents or otherwise, or as adequate protection of
		a deposit treated as cash collateral under the Bankruptcy Code, receive payment
		or reduction of a proportion of the aggregate amount of principal, interest,
		amounts payable in respect of Letters of Credit, fees and other amounts then
		due and owing to such Lender hereunder or under the other Credit Documents
		(collectively, the Aggregate Amounts Due to such Lender)
		which is greater than the proportion received by any other Lender in respect of
		the Aggregate Amounts Due to such other Lender having Loans of the same Class,
		then the Lender receiving such proportionately greater payment shall (a) notify
		each Agent, Borrowing Base Agent and each other Lender of the receipt of such
		payment and (b) apply a portion of such payment to purchase participations
		(which it shall be deemed to have purchased from each seller of a participation
		simultaneously upon the receipt by such seller of its portion of such payment)
		in the Aggregate Amounts Due to the other Lenders so that all such recoveries
		of Aggregate Amounts Due shall be shared by all Lenders in proportion to the
		Aggregate Amounts Due to them;provided, that
		if all or part of such proportionately greater payment received by such
		purchasing Lender is thereafter recovered from such Lender upon the bankruptcy
		or reorganization any Credit Party or otherwise, those purchases to that extent
		shall be rescinded and the purchase prices paid for such participations shall
		be returned to such purchasing Lender ratably to the extent of such recovery,
		but without interest. Each Credit Party expressly consents to the foregoing
		arrangement and agrees that any holder of a participation so purchased may
		exercise any and all rights of bankers lien, set off or counterclaim with
		respect to any and all monies owing by such Credit Party to that holder with
		respect thereto as fully as if that holder were owed the amount of the
		participation held by that holder.

2.17 Making or Maintaining LIBOR Rate
		Loans.

(a)Inability to Determine Applicable Interest Rate. In the event that Borrowing Base
		Agent or Administrative Agent shall have determined (which determination shall
		be final and conclusive and binding upon all parties hereto), on any Interest
		Rate Determination Date with respect to any LIBOR Rate Loans, that by reason of
		circumstances





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affecting the London interbank market
		adequate and fair means do not exist for ascertaining the interest rate
		applicable to such LIBOR Rate Loans on the basis provided for in the definition
		of Adjusted LIBOR Rate, Borrowing Base Agent or Administrative Agent shall on
		such date give notice (by telefacsimile or by telephone confirmed in writing)
		to Borrower and each Lender of such determination, whereupon (i) no Loans may
		be made as, or converted to, LIBOR Rate Loans until such time as Borrowing Base
		Agent or Administrative Agent notifies Borrower and Lenders that the
		circumstances giving rise to such notice no longer exist, and (ii) any Funding
		Notice or Conversion/Continuation Notice given by Borrower with respect to the
		Loans in respect of which such determination was made shall be deemed to be
		rescinded by Borrower.

(b)Illegality or Impracticability of LIBOR Rate
		Loans. In the event that on any date
		any Lender shall have determined (which determination shall be final and
		conclusive and binding upon all parties hereto but shall be made only after
		consultation with Borrower and Borrowing Base Agent or Administrative Agent)
		that the making, maintaining or continuation of its LIBOR Rate Loans (i) has
		become unlawful as a result of compliance by such Lender in good faith with any
		law, treaty, governmental rule, regulation, guideline or order (or would
		conflict with any such treaty, governmental rule, regulation, guideline or
		order not having the force of law even though the failure to comply therewith
		would not be unlawful), or (ii) has become impracticable, as a result of
		contingencies occurring after the date hereof which materially and adversely
		affect the London interbank market or the position of such Lender in that
		market, then, and in any such event, such Lender shall be anAffected Lenderand it shall on that day give notice (by telefacsimile
		or by telephone confirmed in writing) to Borrower and Borrowing Base Agent or
		Administrative Agent of such determination (which notice Borrowing Base Agent
		or Administrative Agent shall promptly transmit to each other Lender).
		Thereafter (1) the obligation of the Affected Lender to make Loans as, or to
		convert Loans to, LIBOR Rate Loans shall be suspended until such notice shall
		be withdrawn by the Affected Lender, (2) to the extent such determination by
		the Affected Lender relates to a LIBOR Rate Loan then being requested by
		Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, the
		Affected Lender shall make such Loan as (or continue such Loan as or convert
		such Loan to, as the case may be) a Base Rate Loan, (3) the Affected
		Lenders obligation to maintain its outstanding LIBOR Rate Loans (theAffected
		Loans) shall be terminated at the
		earlier to occur of the expiration of the Interest Period then in effect with
		respect to the Affected Loans or when required by law, and (4) the Affected
		Loans shall automatically convert into Base Rate Loans on the date of such
		termination. Borrower shall pay accrued interest on the amount so converted and
		all amounts due under Section 2.17(c) in accordance with the terms thereof due
		to such conversion. Notwithstanding the foregoing, to the extent a
		determination by an Affected Lender as described above relates to a LIBOR Rate
		Loan then being requested by Borrower pursuant to a Funding Notice or a
		Conversion/Continuation Notice, Borrower shall have the option, subject to the
		provisions of Section 2.17(c), to rescind such Funding Notice or
		Conversion/Continuation Notice as to all Lenders by giving notice (by
		telefacsimile or by telephone confirmed in writing) to Borrowing Base Agent or
		Administrative Agent of such rescission on the date on which the Affected
		Lender gives notice of its determination as described above (which notice of
		rescission Borrowing Base Agent or Administrative Agent shall promptly transmit
		to each other Lender). Except as provided in the immediately preceding
		sentence, nothing in this Section 2.17(b) shall affect the obligation of any
		Lender other than an Affected Lender to make or maintain Loans as, or to
		convert Loans to, LIBOR Rate Loans in accordance with the terms hereof.





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(c)Compensation for Breakage or Non Commencement of
		Interest Periods. Borrower shall
		compensate each Lender, upon written request by such Lender (which request
		shall set forth the basis for requesting such amounts), for all reasonable
		losses, expenses and liabilities (including any interest paid or calculated to
		be due and payable by such Lender to Lenders of funds borrowed by it to make or
		carry its LIBOR Rate Loans and any loss, expense or liability sustained by such
		Lender in connection with the liquidation or re employment of such funds but
		excluding loss of anticipated profits) which such Lender may sustain: (i) if
		for any reason (other than a default by such Lender) a borrowing of any LIBOR
		Rate Loan does not occur on a date specified therefor in a Funding Notice or a
		telephonic request for borrowing, or a conversion to or continuation of any
		LIBOR Rate Loan does not occur on a date specified therefor in a
		Conversion/Continuation Notice or a telephonic request for conversion or
		continuation; (ii) if any prepayment or other principal payment of, or any
		conversion of, any of its LIBOR Rate Loans occurs on any day other than the
		last day of an Interest Period applicable to that Loan (whether voluntary,
		mandatory, automatic, by reason of acceleration, or otherwise); or (iii) if any
		prepayment of any of its LIBOR Rate Loans is not made on any date specified in
		a notice of prepayment given by Borrower.

(d)Booking of LIBOR Rate Loans. Any Lender may make, carry or transfer LIBOR Rate
		Loans at, to, or for the account of any of its branch offices or the office of
		an Affiliate of such Lender.

(e)Assumptions Concerning Funding of LIBOR Rate
		Loans. Calculation of all amounts
		payable to a Lender under this Section 2.17 and under Section 2.18 shall be
		made as though such Lender had actually funded each of its relevant LIBOR Rate
		Loans through the purchase of a LIBOR deposit bearing interest at the rate
		obtained pursuant to clause (i) of the definition of Adjusted LIBOR Rate in an
		amount equal to the amount of such LIBOR Rate Loan and having a maturity
		comparable to the relevant Interest Period and through the transfer of such
		LIBOR deposit from an offshore office of such Lender to a domestic office of
		such Lender in the United States of America;provided,however, each Lender may fund each of its LIBOR Rate Loans in
		any manner it sees fit and the foregoing assumptions shall be utilized only for
		the purposes of calculating amounts payable under this Section 2.17 and under
		Section 2.18.

2.18 Increased Costs; Capital Adequacy;
		Reserves on LIBOR Rate Loans.

(a)Compensation For Increased Costs and
		Taxes. Subject to the provisions of
		Section 2.19 (which shall be controlling with respect to the matters covered
		thereby), in the event that any Lender (which term shall include Issuing Bank
		for purposes of this Section 2.18(a)) shall determine (which determination
		shall, absent manifest error, be final and conclusive and binding upon all
		parties hereto) that any law, treaty or governmental rule, regulation or order,
		or any change therein or in the interpretation, administration or application
		thereof (including the introduction of any new law, treaty or governmental
		rule, regulation or order), or any determination of a court or Governmental
		Authority, in each case that becomes effective after the date hereof, or
		compliance by such Lender with any guideline, request or directive issued or
		made after the date hereof by any central bank or other governmental or quasi
		Governmental Authority (whether or not having the force of law): (i) subjects
		such Lender (or its applicable lending office) to any additional Tax (other
		than any Tax on the overall net income of such Lender) with respect to this
		Agreement or any of the other Credit Documents or any of its





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obligations hereunder or thereunder or any
		payments to such Lender (or its applicable lending office) of principal,
		interest, fees or any other amount payable hereunder; (ii) imposes, modifies or
		holds applicable any reserve (including any marginal, emergency, supplemental,
		special or other reserve), special deposit, compulsory loan, FDIC insurance or
		similar requirement against assets held by, or deposits or other liabilities in
		or for the account of, or advances or loans by, or other credit extended by, or
		any other acquisition of funds by, any office of such Lender (other than any
		such reserve or other requirements with respect to LIBOR Rate Loans that are
		reflected in the definition of Adjusted LIBOR Rate); or (iii) imposes any other
		condition (other than with respect to a Tax matter) on or affecting such Lender
		(or its applicable lending office) or its obligations hereunder or the London
		interbank market; and the result of any of the foregoing is to increase the
		cost to such Lender of agreeing to make, making or maintaining Loans hereunder
		or to reduce any amount received or receivable by such Lender (or its
		applicable lending office) with respect thereto, which such amount or costs
		such Lender deems to be material; then, in any such case, Borrower shall
		promptly pay to such Lender, upon receipt of the statement referred to in the
		next sentence, such additional amount or amounts (in the form of an increased
		rate of, or a different method of calculating, interest or otherwise as such
		Lender in its sole discretion shall determine) as may be necessary to
		compensate such Lender for any such increased cost or reduction in amounts
		received or receivable hereunder. Such Lender shall deliver to Borrower (with a
		copy to Borrowing Base Agent and Administrative Agent) a written statement,
		setting forth in reasonable detail the basis for calculating the additional
		amounts owed to such Lender under this Section 2.18(a), which statement shall
		be conclusive and binding upon all parties hereto absent manifest error.

(b)Capital Adequacy Adjustment. In the event that any Lender (which shall term shall
		include Issuing Bank for purposes of this Section 2.18(b)) shall have
		determined that the adoption, effectiveness, phase in or applicability after
		the Closing Date of any law, rule or regulation (or any provision thereof)
		regarding capital adequacy, or any change therein or in the interpretation or
		administration thereof by any Governmental Authority, central bank or
		comparable agency charged with the interpretation or administration thereof, or
		compliance by any Lender (or its applicable lending office) with any guideline,
		request or directive regarding capital adequacy (whether or not having the
		force of law) of any such Governmental Authority, central bank or comparable
		agency, has or shall have the effect of reducing the rate of return on the
		capital of such Lender or any corporation controlling such Lender as a
		consequence of, or with reference to, such Lenders Loans or Revolving
		Commitments or Letters of Credit, or participations therein or other
		obligations hereunder with respect to the Loans or the Letters of Credit to a
		level below that which such Lender or such controlling corporation could have
		achieved but for such adoption, effectiveness, phase in, applicability, change
		or compliance (taking into consideration the policies of such Lender or such
		controlling corporation with regard to capital adequacy), by an amount that
		such Lender deems material then from time to time, within five Business Days
		after receipt by Borrower from such Lender of the statement referred to in the
		next sentence, Borrower shall pay to such Lender such additional amount or
		amounts as will compensate such Lender or such controlling corporation on an
		after tax basis for such reduction. Such Lender shall deliver to Borrower (with
		a copy to Borrowing Base Agent and Administrative Agent) a written statement,
		setting forth in reasonable detail the basis for calculating the additional
		amounts owed to Lender under this Section 2.18(b), which statement shall be
		conclusive and binding upon all parties hereto absent manifest error.





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2.19 Taxes; Withholding, etc.

(a)Payments to Be Free and Clear. All sums payable by any Credit Party hereunder and
		under the other Credit Documents shall (except to the extent required by law)
		be paid free and clear of, and without any deduction or withholding on account
		of, any Tax imposed, levied, collected, withheld or assessed by or within the
		United States of America or any political subdivision in or of the United
		States of America or any other jurisdiction from or to which a payment is made
		by or on behalf of any Credit Party or by any federation or organization of
		which the United States of America or any such jurisdiction is a member at the
		time of payment.

(b)Withholding of Taxes. If any Credit Party or any other Person is required by
		law to make any deduction or withholding on account of any Tax from any sum
		paid or payable under any of the Credit Documents: (i) Borrower shall notify
		Borrowing Base Agent and Administrative Agent of any such requirement or any
		change in any such requirement as soon as Holdings or any of its Subsidiaries
		becomes aware of it; (ii) Borrower shall pay any such Tax before the date on
		which penalties attach thereto, such payment to be made (if the liability to
		pay is imposed on any Credit Party) for its own account or (if that liability
		is imposed on Borrowing Base Agent, Administrative Agent or such Lender, as the
		case may be) on behalf of and in the name of Borrowing Base Agent,
		Administrative Agent or such Lender; (iii) the sum payable by such Credit Party
		in respect of which the relevant deduction, withholding or payment, is required
		shall be increased to the extent necessary to ensure that, after the making of
		that deduction, withholding or payment of all Taxes, Borrowing Base Agent,
		Administrative Agent or such Lender (which term shall include Issuing Bank for
		purposes of this Section 2.19(b)), as the case may be, and each of their Tax
		Related Persons receives on the due date and retains a net sum equal to what it
		would have received and retained had no such deduction, withholding or payment
		been required or made; and (iv) within thirty (30) days after making any such
		deduction or withholding, and within thirty (30) days after the due date of
		payment of any Tax which it is required by clause (ii) above to pay, Borrower
		shall deliver to Borrowing Base Agent and Administrative Agent evidence
		satisfactory to the other affected parties of such deduction, withholding and
		payment and of the remittance thereof to the relevant taxing or other
		authority.

(c)Other Taxes. In
		addition, the Credit Parties shall pay all Other Taxes to the relevant
		Governmental Authorities in accordance with applicable law. The Credit Parties
		shall deliver to Borrowing Base Agent official receipts or other evidence of
		such payment reasonably satisfactory to Borrowing Base Agent in respect of any
		Taxes or Other Taxes payable hereunder promptly after payment of such Taxes or
		Other Taxes.

(d)Indemnification. The Credit Parties shall indemnify each Agent,
		Borrowing Base Agent and each Lender (which term shall include Issuing Bank for
		purposes of this Section 2.19(d)) within ten (10) days after written demand
		therefor, for the full amount of any Taxes paid or incurred by such Agent,
		Borrowing Base Agent or such Lender or their respective Tax Related Persons, as
		the case may be, relating to, arising out of, or in connection with any Credit
		Document or any payment or transaction contemplated hereby or thereby, whether
		or not such Taxes were correctly or legally imposed or asserted by the relevant
		Governmental Authority;provided,however, that the Credit Parties shall not be required to
		indemnify the Agents, Borrowing Base Agent, Lenders and Participants for any
		Taxes that would be excluded from a gross-up under Section 2.19(b) or to the
		extent such Taxes are covered





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by Sections 2.19(b) or (c). Such
		indemnification shall be made on an after-Tax basis, such that after all
		required deductions and payments of all Taxes (including income Taxes and
		deductions applicable to amounts payable under this Section 2.19(d)) and
		payment of all reasonable expenses, the Agents, the Borrowing Base Agent, the
		Lenders and each of their respective Tax Related Persons receives and retains
		an amount equal to the sum it would have received and retained had it not paid
		or incurred or been subject to such Taxes. A certificate from the relevant
		Lender or Agent, setting forth in reasonable detail the basis and calculation
		of such Taxes shall be conclusive, absent manifest error.

(e)Evidence of Exemption From U.S. Withholding
		Tax.

(i) Each Lender (which term shall include
		Issuing Bank for purposes of this Section 2.19(e)) that is not a United States
		Person (as such term is defined in Section 7701(a)(30) of the Internal Revenue
		Code) for U.S. Federal income tax purposes (aNon-U.S. Lender) shall deliver to Borrowing Base Agent and
		Administrative Agent for transmission to Borrower, on or prior to the Closing
		Date (in the case of each Lender listed on the signature pages hereof on the
		Closing Date) or on or prior to the date of the Assignment Agreement pursuant
		to which it becomes a Lender (in the case of each other Lender), and at such
		other times as may be necessary in the determination of Borrower or Borrowing
		Base Agent or Administrative Agent (each in the reasonable exercise of its
		discretion), (i) two original copies of Internal Revenue Service Form W-8BEN,
		W-8IMY or W-8ECI (or any successor forms), properly completed and duly executed
		by such Lender, and such other documentation required under the Internal
		Revenue Code and reasonably requested by Borrower to establish that such Lender
		is not subject to deduction or withholding of United States Federal income tax
		with respect to any payments to such Lender of principal, interest, fees or
		other amounts payable under any of the Credit Documents or is subject to
		deduction or withholding at a reduced rate, or (ii) if such Lender is not abankor other
		Person described in Section 881(c)(3) of the Internal Revenue Code and cannot
		deliver Internal Revenue Service Form W-8ECI pursuant to clause (i) above, a
		Certificate Regarding Non Bank Status together with two original copies of
		Internal Revenue Service Form W-8BEN (or any successor form), properly
		completed and duly executed by such Lender, and such other documentation
		required under the Internal Revenue Code and reasonably requested by Borrower
		to establish that such Lender is not subject to deduction or withholding of
		United States Federal income tax with respect to any payments to such Lender of
		interest payable under any of the Credit Documents. Each Lender required to
		deliver any forms, certificates or other evidence with respect to United States
		Federal income tax withholding matters pursuant to this Section 2.19(e) hereby
		agrees, from time to time after the initial delivery by such Lender of such
		forms, certificates or other evidence, whenever a lapse in time or change in
		circumstances renders such forms, certificates or other evidence obsolete or
		inaccurate in any material respect, that such Lender shall promptly deliver to
		Borrowing Base Agent and Administrative Agent for transmission to Borrower two
		new original copies of Internal Revenue Service Form W-8BEN, W-8IMY or W-8ECI,
		or a Certificate Regarding Non Bank Status and two original copies of Internal
		Revenue Service Form W-8BEN (or any successor form), as the case may be,
		properly completed and duly executed by such Lender, and such other
		documentation required under the Internal Revenue Code and reasonably requested
		by Borrower to confirm or establish that such Lender is not subject to
		deduction or withholding of United States Federal income tax with respect to
		payments to such Lender under the Credit Documents





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or is subject to deduction or withholding at
		a reduced rate, or notify Borrowing Base Agent, Administrative Agent and
		Borrower of its inability to deliver any such forms, certificates or other
		evidence. Nothing in this Section 2.19 shall be construed to require a Lender,
		Agent or Participant to provide any forms or documentation that it is not
		legally entitled to provide.

(ii) Each Lender (which term shall include
		Issuing Bank for purposes of this Section 2.19(e)) that is a United States
		person (as such term is defined in Section 7701(a)(30) of the Internal Revenue
		Code) for U.S. Federal income tax purposes (a U.S. Lender) shall
		deliver to Administrative agent for transmission to Borrower, on or prior to
		the Closing Date (in the case of each Lender listed on the signature pages
		hereof on the Closing Date) or on or prior to the date of the Assignment
		Agreement pursuant to which it becomes a Lender (in the case of each other
		Lender), and at such other times as may be necessary in the determination of
		Borrower or Administrative Agent (each in the reasonable exercise of its
		discretion), two original copies of Internal Revenue Service Form W-9 (or any
		successor forms), properly completed and duly executed by such Lender, and such
		other documentation required under the Internal Revenue Code and reasonably
		requested by Borrower to establish that such Lender is not subject to backup
		withholding under Section 3406 of the Internal Revenue Code with respect to any
		payments to such Lender of principal, interest, fees or other amounts payable
		under any of the Credit documents.

(iii) The Borrower shall not be required to
		indemnify any Lender, or pay any additional amounts to any Lender, in respect
		of United States Federal withholding tax pursuant to Section 2.19(b)(iii) to
		the extent that:

(A) the obligation to withhold amounts with
		respect to United States Federal withholding tax existed on the date such
		Non-U.S. Lender first became a party to this Agreement or to an applicable
		Assignment Agreement;provided,however, that this clause (iii) shall not apply to a Lender
		which was an Eligible Assignee to the extent the indemnity payment or
		additional amounts such Non-U.S. Lender would be entitled to receive (without
		regard to this clause (iii)) do not exceed the indemnity payment or additional
		amounts that the person making the assignment to such Non-U.S. Lender would
		have been entitled to receive in the absence of such assignment,

(B) the obligation to pay such additional
		amounts would not have arisen but for a failure by such Non-U.S. Lender or U.S.
		Lender to comply with Section 2.19(e)(i) or Section 2.19(e)(ii) above, as
		applicable,provided, that if any Lender hereunder shall have satisfied the
		requirements of Section 2.19(e)(i) or Section 2.19(e)(ii) above on the Closing
		Date or on the date of the Assignment Agreement pursuant to which it became a
		Lender, as applicable, nothing in Section 2.19(e)(iii) shall relieve Borrower
		of its obligation to pay any additional amounts pursuant to this Section 2.19
		in the event that, as a result of any change in any applicable law, treaty or
		governmental rule, regulation or order, or any change in the interpretation,
		administration or application thereof, such Lender is no longer properly
		entitled to deliver forms, certificates or other evidence at a subsequent date
		establishing the fact that such Lender is not subject to withholding or backup
		withholding as described herein, or





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(C) the obligation to pay such additional
		amounts would not have risen but for the fact that such Non-U.S. Lender becomes
		a bank or any other person described in Section 871(h)(3)(B) or Section
		881(c)(3) (or any successor provisions) of the Internal Revenue Code on any
		date after such Non-U.S. Lender becomes a party to this Agreement.

2.20 Obligation to
		Mitigate. Each Lender (which term shall
		include Issuing Bank for purposes of this Section 2.20) agrees that, as
		promptly as practicable after the officer of such Lender responsible for
		administering its Loans or Letters of Credit, as the case may be, becomes aware
		of the occurrence of an event or the existence of a condition that would cause
		such Lender to become an Affected Lender or that would entitle such Lender to
		receive payments under Section 2.17, 2.18 or 2.19, it will, to the extent not
		inconsistent with the internal policies of such Lender and any applicable legal
		or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or
		maintain its Credit Extensions, including any Affected Loans, through another
		office of such Lender, or (b) take such other measures as such Lender may deem
		reasonable, if as a result thereof the circumstances which would cause such
		Lender to be an Affected Lender would cease to exist or the additional amounts
		which would otherwise be required to be paid to such Lender pursuant to Section
		2.17, 2.18 or 2.19 would be materially reduced and if, as determined by such
		Lender in its sole discretion, the making, issuing, funding or maintaining of
		such Revolving Commitments, Loans or Letters of Credit through such other
		office or in accordance with such other measures, as the case may be, would not
		otherwise adversely affect such Revolving Commitments, Loans or Letters of
		Credit or the interests of such Lender;provided, that
		such Lender will not be obligated to utilize such other office pursuant to this
		Section 2.20 unless Borrower agrees to pay all costs and expenses incurred by
		such Lender as a result of utilizing such other office as described above. A
		certificate as to the amount of any such expenses payable by Borrower pursuant
		to this Section 2.20 (setting forth in reasonable detail the basis for
		requesting such amount) submitted by such Lender to Borrower (with a copy to
		Borrowing Base Agent and Administrative Agent) shall be conclusive absent
		manifest error.

2.21 Defaulting Lenders. Anything contained herein to the contrary
		notwithstanding, in the event that any Lender defaults (a Defaulting
		Lender) in its obligation to fund (aFunding
		Default) any Revolving Loan, Tranche A Term Loan or its portion of
		any unreimbursed payment under Section 2.3(e) (in each case, a
		Defaulted Loan), then (a) during any Default Period with
		respect to such Defaulting Lender, such Defaulting Lender shall be deemed not
		to be a Lender for purposes of voting on any matters (including the
		granting of any consents or waivers) with respect to any of the Credit
		Documents; (b) to the extent permitted by applicable law, until such time as
		the Default Excess with respect to such Defaulting Lender shall have been
		reduced to zero, any payment with respect to the Revolving Loans or Tranche A
		Term Loans shall, if Borrowing Base Agent or Administrative Agent so directs at
		the time of making such payment, be applied to the Revolving Loans or Tranche A
		Term Loans of other Lenders as if such Defaulting Lender had no Revolving Loans
		or Tranche A Term Loans outstanding and the Revolving Exposure and the
		outstanding Tranche A Term Loan Loans of such Defaulting Lender were zero, it
		being understood and agreed that Borrower shall be entitled to retain any
		portion of any mandatory payment of the Revolving Loans or Tranche A Term Loans
		that is not paid to such Defaulting Lender solely as a result of the operation
		of the provisions of this clause (b); (c) such Defaulting Lenders
		Revolving Commitment and outstanding Revolving Loans and such Defaulting
		Lenders Pro Rata Share of the Letter of Credit Usage shall be excluded
		for purposes of calculating the Revolving Commitment fee





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payable to Lenders in respect of any day
		during any Default Period with respect to such Defaulting Lender, and such
		Defaulting Lender shall not be entitled to receive any Revolving Commitment fee
		pursuant to Section 2.10 with respect to such Defaulting Lenders
		Revolving Commitment in respect of any Default Period with respect to such
		Defaulting Lender; and (d) the Total Utilization of Revolving Commitments as at
		any date of determination shall be calculated as if such Defaulting Lender had
		funded all Defaulted Loans of such Defaulting Lender. No Revolving A
		Commitment, Revolving B Commitment or Tranche A Term Loan Commitment of any
		Lender shall be increased or otherwise affected, and, except as otherwise
		expressly provided in this Section 2.21, performance by any Credit Party of its
		obligations hereunder and the other Credit Documents shall not be excused or
		otherwise modified as a result of any Funding Default or the operation of this
		Section 2.21. The rights and remedies against a Defaulting Lender under this
		Section 2.21 are in addition to other rights and remedies which the Credit
		Parties may have against such Defaulting Lender with respect to any Funding
		Default and which Borrowing Base Agent, Administrative Agent or any Lender may
		have against such Defaulting Lender with respect to any Funding Default.

2.22 Removal or Replacement of a
		Lender.Anything contained herein to
		the contrary notwithstanding, in the event that: (a) (i) any Lender (an
		Increased Cost Lender) shall give notice to Borrower that
		such Lender is an Affected Lender or that such Lender is entitled to receive
		payments under Section 2.17, 2.18 or 2.19, (ii) the circumstances which have
		caused such Lender to be an Affected Lender or which entitle such Lender to
		receive such payments shall remain in effect, and (iii) such Lender shall fail
		to withdraw such notice within five Business Days after Borrowers request
		for such withdrawal; or (b) (i) any Lender shall become a Defaulting Lender,
		(ii) the Default Period for such Defaulting Lender shall remain in effect, and
		(iii) such Defaulting Lender shall fail to cure the default as a result of
		which it has become a Defaulting Lender within five Business Days after
		Holdingss request that it cure such default; or (c) in connection with
		any proposed amendment, modification, termination, waiver or consent with
		respect to any of the provisions hereof as contemplated by Section 10.5(b), the
		consent of Administrative Agent and Requisite Lenders shall have been obtained
		but the consent of one or more of such other Lenders (each a Non
		Consenting Lender) whose consent is required shall not have been
		obtained; then, with respect to each such Increased Cost Lender, Defaulting
		Lender or Non Consenting Lender (theTerminated Lender),
		Administrative Agent shall use commercially reasonable efforts to (which, in
		the case of an Increased-Cost Lender, only after receiving written request from
		Borrower to remove such Increased-Cost Lender), by giving written notice to
		Borrower and any Terminated Lender of its election to do so, elect to cause
		such Terminated Lender (and such Terminated Lender hereby irrevocably agrees)
		to assign its outstanding Loans and its Revolving Commitments, if any, in full
		to one or more Eligible Assignees (each aReplacement
		Lender) in accordance with the provisions of Section 10.6 and
		Terminated Lender shall pay any fees payable thereunder in connection with such
		assignment;provided, that, (1) on the date of such assignment, the
		Replacement Lender shall pay to Terminated Lender an amount equal to the sum of
		(A) an amount equal to the principal of, and all accrued interest on, all
		outstanding Loans of the Terminated Lender, (B) an amount equal to all
		unreimbursed drawings that have been funded by such Terminated Lender, together
		with all then unpaid interest with respect thereto at such time and (C) an
		amount equal to all accrued, but theretofore unpaid fees owing to such
		Terminated Lender pursuant to Section 2.10; (2) on the date of such assignment,
		Borrower shall pay any amounts payable to such Terminated Lender pursuant to
		Section 2.17, 2.18 or 2.19; and (3) in the event such Terminated





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Lender is a Non Consenting Lender, each
		Replacement Lender shall consent, at the time of such assignment, to each
		matter in respect of which such Terminated Lender was a Non Consenting Lender;
		provided, Administrative Agent may not make such election with respect
		to any Terminated Lender that is (or whose Affiliate is) also an Issuing Bank
		unless, prior to the effectiveness of such election, Administrative Agent shall
		have caused each outstanding Letter of Credit issued thereby to be cancelled.
		Upon the prepayment of all amounts owing to any Terminated Lender and the
		termination of such Terminated Lenders Revolving Commitments, if any,
		such Terminated Lender shall no longer constitute a Lender for
		purposes hereof; provided, that any rights of such Terminated Lender to
		indemnification hereunder shall survive as to such Terminated Lender.

SECTION 3. CONDITIONS
		PRECEDENT

3.1 Closing Date .The obligation of each Lender to make any Loan or
		Administrative Agent to procure any Letter of Credit on the Closing Date is
		subject to the satisfaction, or waiver in accordance with Section 10.5, of the
		following conditions on or before the Closing Date:

(a)Credit Documents. Administrative Agent shall have received sufficient
		copies of each Credit Document originally executed and delivered by each
		applicable Credit Party for each Lender, which Credit Documents shall be
		reasonably satisfactory in form and substance to the Agents and the Lenders,
		and each of the conditions precedent contained therein shall have been
		satisfied in a manner satisfactory to the Agents and the Lenders.

(b)Organizational Documents; Incumbency. Administrative Agent shall have received (i)
		sufficient copies of each Organizational Document of each Credit Party, as
		applicable, and, to the extent applicable, certified as of a recent date by the
		appropriate governmental official, for each Lender, each dated the Closing Date
		or a recent date prior thereto; (ii) signature and incumbency certificates of
		the officers of such Person executing the Credit Documents to which it is a
		party; (iii) resolutions of the Board of Directors or similar governing body of
		each Credit Party and documents evidencing all other required corporate action,
		if any, including, without limitation, in respect of NRF, copies of the Works
		Council advice application and the Works Council advice, in form and substance
		satisfactory to the Agents, in each case, approving and authorizing the
		execution, delivery and performance of this Agreement and the other Credit
		Documents to which it is a party or by which it or its assets may be bound as
		of the Closing Date, certified as of the Closing Date by its secretary or an
		assistant secretary as being in full force and effect without modification or
		amendment; (iv) a good standing certificate from the applicable Governmental
		Authority of each Credit Partys jurisdiction of incorporation,
		organization or formation and in each jurisdiction in which it is qualified as
		a foreign corporation or other entity to do business in which its failure to be
		duly qualified would have a Material Adverse Effect, each dated a recent date
		prior to the Closing Date; and (v) such other documents as Administrative Agent
		may reasonably request.

(c)Organizational and Capital Structure. The organizational structure and capital structure of
		Holdings and its Subsidiaries, shall be as set forth on Schedule 4.1.





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(d)Existing Indebtedness. On or prior to the Closing Date, Holdings shall have
		delivered to Administrative Agent and Lenders copies of all documents related
		to all Existing Indebtedness. On the Closing Date, Holdings and its
		Subsidiaries shall have (i) repaid in full all Existing Indebtedness under the
		Existing Credit Documents, (ii) terminated any commitments to lend or make
		other extensions of credit thereunder, (iii) delivered to Administrative Agent
		all documents or instruments necessary to release all Liens securing Existing
		Indebtedness or other obligations of Holdings and its Subsidiaries under the
		Existing Credit Documents on the Closing Date and with respect to the
		foregoing, Agents shall have received satisfactory evidence that all
		obligations under the Existing Indebtedness (other than Indebtedness
		constituting Indebtedness permitted under Section 6.01) have been paid in full
		and satisfied, all commitments thereunder have terminated, all promissory notes
		issued thereunder have been cancelled and all liens in respect thereof have
		been released, and (iv) made arrangements reasonably satisfactory to
		Administrative Agent with respect to any letters of credit outstanding
		thereunder or the issuance of Letters of Credit to support the obligations of
		Holdings and its Subsidiaries with respect thereto.

(e)Transaction Costs. On or prior to the Closing Date, Holdings shall have
		delivered to Administrative Agent its reasonable best estimate of the
		Transaction Costs (other than fees payable to any Agent).

(f)Governmental Authorizations and Consents. Each Credit Party shall have obtained all Governmental
		Authorizations and all consents of other Persons, in each case that are
		necessary or reasonably advisable in connection with the transactions
		contemplated by the Credit Documents and each of the foregoing shall be in full
		force and effect and in form and substance reasonably satisfactory to
		Administrative Agent. All applicable waiting periods shall have expired without
		any action being taken or threatened by any competent authority which would
		restrain, prevent or otherwise impose adverse conditions on the transactions
		contemplated by the Credit Documents or the financing thereof and no action,
		request for stay, petition for review or rehearing, reconsideration, or appeal
		with respect to any of the foregoing shall be pending, and the time for any
		applicable agency to take action to set aside its consent on its own motion
		shall have expired.

(g)Real Estate Assets. In order to create in favor of Collateral Agent, for
		the benefit of Secured Parties, a valid and, subject to any filing and/or
		recording referred to herein, perfected First Priority mortgage or security
		interest in certain Real Estate Assets, Administrative Agent and Collateral
		Agent shall have received the following from each applicable Credit
		Party:

(i) fully executed and notarized Mortgages,
		in proper form for recording in all appropriate places in all applicable
		jurisdictions, encumbering each Real Estate Asset listed in Schedule 3.1(g)
		(each, a Closing Date Mortgaged Property);

(ii) an opinion of counsel (which counsel
		shall be reasonably satisfactory to Collateral Agent) in each jurisdiction in
		which a Closing Date Mortgaged Property is located with respect to the
		enforceability of the form(s) of Mortgages to be recorded in such jurisdiction
		and such other matters as Collateral Agent may reasonably request, in each case
		in form and substance reasonably satisfactory to Collateral Agent;





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(iii) in the case of each Leasehold Property
		that is a Closing Date Mortgaged Property, (1) a Landlord Consent and Estoppel
		and (2) evidence that such Leasehold Property is a Recorded Leasehold
		Interest;

(iv) (a) ALTA mortgagee title insurance
		policies or unconditional commitments therefore issued by one or more title
		companies reasonably satisfactory to Collateral Agent with respect to each
		Closing Date Mortgaged Property (each, aTitle Policy), in amounts not less than the fair market value of
		each Closing Date Mortgaged Property, together with a title report issued by a
		title company with respect thereto, dated not more than thirty (30) days prior
		to the Closing Date and copies of all recorded documents listed as exceptions
		to title or otherwise referred to therein, each in form and substance
		reasonably satisfactory to Collateral Agent and (B) evidence satisfactory to
		Collateral Agent that such Credit Party has paid to the title company or to the
		appropriate governmental authorities all expenses and premiums of the title
		company and all other sums required in connection with the issuance of each
		Title Policy and all recording and stamp taxes (including mortgage recording
		and intangible taxes) payable in connection with recording the Mortgages for
		each Closing Date Mortgaged Property in the appropriate real estate
		records;

(v) evidence of flood insurance with respect
		to each Flood Hazard Property that is located in a community that participates
		in the National Flood Insurance Program, in each case in compliance with any
		applicable regulations of the Board of Governors of the Federal Reserve System,
		in form and substance reasonably satisfactory to Collateral Agent; and

(vi) ALTA surveys of all Closing Date
		Mortgaged Properties, certified to Collateral Agent and dated not more than
		thirty (30) days prior to the Closing Date.

(h)Personal Property Collateral. In order to create in favor of Collateral Agent, for
		the benefit of Secured Parties, a valid, perfected First Priority security
		interest in the personal property Collateral (subject only to Permitted Liens),
		Collateral Agent shall have received:

(i) evidence reasonably satisfactory to
		Collateral Agent of the compliance by each Credit Loan Party of their
		obligations under the Pledge and Security Agreement and the other Collateral
		Documents (including their obligations to execute and deliver UCC financing
		statements, originals of securities and share certificates, instruments and
		chattel paper accompanied by appropriate instruments of transfer executed in
		blank, and any agreements governing deposit and/or securities accounts as
		provided therein);

(ii) A completed Collateral Questionnaire
		dated the Closing Date and executed by an Authorized Officer of Holdings,
		together with all attachments contemplated thereby, including (A) certified
		copies of uniform commercial code requests for information, or a similar search
		report certified by a party acceptable to Agents, dated a date reasonably near
		to the Closing Date, listing all effective financing statements which name
		Holdings or any of its Subsidiaries (under their present names or under any
		previous names used within five (5) years prior to the date hereof, including
		in each case, trade or business names) as debtors and which are filed in the
		jurisdictions in which filings are to be made pursuant to the





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Collateral Documents, together with (i)
		copies of such financing statements, and (ii) executed Uniform Commercial Code
		(Form UCC-3) Termination Statements, if any, necessary to release all Liens and
		other rights of any Person in any Collateral described in the Collateral
		Documents previously granted by any Person (other than Liens permitted by
		Section 6.2) and (B) any documents (including, without limitation, financing
		statements, amendments to financing statements and assignments of financing
		statements, stock powers executed in blank and any endorsements) reasonably
		required to be provided in connection with the Collateral Documents to create,
		in favor of the Collateral Agent (for and on behalf of the Secured Parties), a
		perfected security interest in the Collateral thereunder shall have been
		delivered to the Collateral Agent in a proper form for filing in each office in
		each jurisdiction listed in Schedule V of the Pledge and Security Agreement, or
		other office, as the case may be;

(iii) opinions of counsel (which counsel
		shall be reasonably satisfactory to Collateral Agent) with respect to the
		creation and perfection of the security interests in favor of Collateral Agent
		in such Collateral and such other matters governed by the laws of each
		jurisdiction in which any Credit Party is located as Collateral Agent may
		reasonably request, in each case in form and substance reasonably satisfactory
		to Collateral Agent;

(iv) evidence that each Credit Party shall
		have taken or caused to be taken any other action, executed and delivered or
		caused to be executed and delivered any other agreement, document and
		instrument (including without limitation, (i) a Landlord Collateral Access
		Agreement, Bailees Letter and/or similar collateral access agreements
		executed by the landlord of any Leasehold Property and by the applicable Credit
		Party, and (ii) any intercompany notes evidencing Indebtedness permitted to be
		incurred pursuant to Section 6.1(b)) and made or caused to be made any other
		filing and recording (other than as set forth herein) reasonably required by
		Collateral Agent.

(i)Environmental Reports. Administrative Agent shall have received reports and
		other information, in form, scope and substance reasonably satisfactory to
		Administrative Agent, regarding environmental matters relating to the
		Facilities, which reports shall include a Phase I Report for each of the
		Facilities specified by Administrative Agent.

(j)Financial Statements; Projections. Lenders shall have received from Holdings (i) the
		Historical Financial Statements described in Section 4.7 hereof and (ii) the
		Projections described in Section 4.8 hereof, in each case, certified as of the
		Closing Date as true and correct copies by the chief financial officer of
		Holdings and as complying with the applicable representations and warranties
		set forth in Sections 4.7 and 4.8, respectively.

(k)Evidence of Insurance. Collateral Agent shall have received a certificate
		from each Credit Partys insurance broker or other evidence satisfactory
		to it that all insurance required to be maintained pursuant to Section 5.5 is
		in full force and effect, together with endorsements naming the Collateral
		Agent, for the benefit of Secured Parties, as additional insured and loss payee
		thereunder to the extent required under Section 5.5, in each case, in form and
		substance reasonably satisfactory to the Collateral Agent.

(l)Opinions of Counsel to Credit Parties. Lenders and their respective counsel shall have
		received originally executed copies of the favorable written opinions of (i)





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Jones Day, counsel for Credit Parties and
		(ii) other opinions from local counsel for Credit Parties, each dated as of the
		Closing Date and covering such matters as Administrative Agent may reasonably
		request and otherwise in form and substance reasonably satisfactory to
		Administrative Agent (and each Credit Party hereby instructs such counsel to
		deliver such opinions to Agents, Borrowing Base Agent and Lenders).

(m)Fees. Credit
		Parties shall have paid to Administrative Agent, the fees payable on the
		Closing Date referred to in the Fee Letter and Section 2.10.

(n)Solvency Certificate. On the Closing Date, Administrative Agent shall have
		received a Solvency Certificate from Holdings dated as of the Closing Date and
		addressed to Administrative Agent and Lenders, and in form, scope and substance
		reasonably satisfactory to Administrative Agent, with appropriate attachments
		and demonstrating that after giving effect to the making of the Loans, the
		issuance of the Letters of Credit and the refinancing of certain Existing
		Indebtedness contemplated by this Agreement to occur on the Closing Date,
		Holdings and its Subsidiaries are and will be Solvent.

(o)Closing Date Certificate. Each Credit Party shall have delivered to
		Administrative Agent an originally executed Closing Date Certificate, together
		with all attachments thereto.

(p)Closing Date.
		The Closing Date shall occur on or before July 19, 2007.

(q)No Litigation.
		The litigation between the Borrower and Paul S. Wilhide with respect to the
		earn-out payments in connection with the acquisition of EVAP, Inc. by the
		Borrower shall have been settled for an amount and on terms and conditions
		reasonably satisfactory to the Agents. There shall not exist any other action,
		suit, investigation, litigation or proceeding or other legal or regulatory
		developments, pending or threatened in any court or before any arbitrator or
		Governmental Authority that, in the reasonable opinion of Administrative Agent,
		singly or in the aggregate, materially impairs the making of the Loans, the
		issuance of Letters of Credit and the refinancing of certain Existing
		Indebtedness contemplated by the Credit Documents, or that could reasonably be
		expected to have a Material Adverse Effect.

(r)Due Diligence.
		The Agents and Borrowing Base Agent shall have completed their business, legal
		and collateral due diligence with respect to each Credit Party and the results
		thereof shall be acceptable to the Agents and the Borrowing Base Agent, in
		their sole and absolute discretion. Without limiting the foregoing, the
		Collateral Agent shall have received a quality of earnings review, a collateral
		audit, an inventory appraisal and an appraisal of the real property, plant and
		equipment and other fixed assets and, in each case, the results thereof shall
		be acceptable to the Collateral Agent, in its sole and absolute discretion.
		Other than changes occurring in the ordinary course of business, no information
		or materials are or should have been available to Holdings and its Subsidiaries
		as of the Closing Date that are materially inconsistent with the material
		previously provided to Administrative Agent for its due diligence review of
		Holdings and its Subsidiaries.

(s)Availability.
		After giving effect to all Credit Extensions, the Availability shall not be
		less than $12,000,000. Holdings shall deliver to the Collateral Agent a
		certificate of





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the chief financial officer of Holdings
		certifying as to the Availability and containing the calculation of
		Availability.

(t)Minimum EBITDA.
		The Historical Financial Statements for the period commencing January 1, 2007
		and ending June 30, 2007, delivered pursuant to Section 3.1(j) shall
		demonstrate in form and substance reasonably satisfactory to Administrative
		Agent that on the Closing Date and immediately after giving effect to any
		Credit Extensions to be made on the Closing Date, including the payment of all
		Transaction Costs required to be paid in Cash, Holdings shall have generated
		trailing 6 month Consolidated Adjusted EBITDA of at least $(500,000).

(u)No Material Adverse Change. Since December 31, 2006, no event, circumstance or
		change shall have occurred that has caused or evidences, either in any case or
		in the aggregate, a Material Adverse Effect.

(v)Completion of Proceedings. All partnership, corporate and other proceedings taken
		or to be taken in connection with the transactions contemplated hereby and all
		documents incidental thereto not previously found acceptable by Administrative
		Agent and its counsel shall be reasonably satisfactory in form and substance to
		Administrative Agent and such counsel, and Administrative Agent, and such
		counsel shall have received copies of certified copies of such documents as
		Administrative Agent may reasonably request.

(w)Representations and Warranties; No Event of
		Default. The following statements shall
		be true and correct: (i) the representations and warranties contained in
		Section 4 herein and in each other Credit Document, certificate or other
		writing delivered to any Agent, Borrowing Base Agent, any Lender or any Issuing
		Bank pursuant hereto or thereto on or prior to the Closing Date are true and
		correct on and as of the Closing Date as though made on and as of such date (it
		being understood and agreed that any representation or warranty which by its
		terms is expressly made as of an earlier date shall be required to be true and
		correct only as of such earlier date) and (ii) no Default or Event of
		Default shall have occurred and be continuing on the Closing Date or would
		result from this Agreement or the other Credit Documents becoming effective in
		accordance with its or their respective terms.

(x)Legality. The
		making of the initial Loans or the issuance of any Letters of Credit shall not
		contravene any law, rule or regulation applicable to any Agent, Borrowing Base
		Agent, any Lender or any Issuing Bank.

(y)Cash Management.
		The Agents and Borrowing Base Agent shall have received such depository
		account, blocked account, lockbox account and similar agreements and other
		documents, each in form and substance satisfactory to the Agents and the
		Borrowing Base Agent, as the Agents and the Borrowing Base Agent may request
		with respect to the cash management system of Holdings and its Subsidiaries and
		Agents and Borrowing Base Agent shall be satisfied in their sole discretion
		with the cash management system of Holdings and its Subsidiaries.





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(z)Intercompany Subordination Agreement. The Agents shall have received, in form and substance
		reasonably satisfactory to Agents, a copy of the Intercompany Subordination
		Agreement, duly executed by each Credit Party.

(aa)Funds Flow Agreement. The Flow of Funds Agreement duly executed by each
		Credit Party, each Agent and any other person party thereto.

(bb)Credit Card Processor Agreements. The Agents shall have received fully executed credit
		card processor agreements, in form and substance reasonably satisfactory to the
		Agents, from each bank and other financial institution that processes credit
		card receivables for each Credit Party.

(cc)Negative Pledges. The Collateral Agent shall have received (i) a duly
		executed negative pledge executed by NRF, pursuant to which NRF agrees that it
		has not and shall not grant liens or security interests or otherwise encumber
		any of its real property, personal property or other assets, other than to or
		for the benefit of the Agents, Borrowing Base Agent and the Lenders and (ii) a
		duly executed negative pledge executed by NRF (UK), pursuant to which NRF (UK)
		agrees that it has not and shall not grant liens or security interests or
		otherwise encumber any of its real property, personal property or other assets,
		other than to or for the benefit of the Agents, the Borrowing Base Agent and
		the Lenders.

(dd)Customer Agreement Consents. The Collateral Agent shall have received a consent
		agreement, in form and substance reasonably satisfactory to Agents, executed by
		Borrower, Collateral Agent and the applicable vendor of Borrower, with respect
		to each Customer Agreement of Borrower, which shall provide, among other
		things, that all payments due and owing to Borrower under such Customer
		Agreement shall be directly deposited in a blocked account under the control of
		the Collateral Agent or its sub-agent.

(ee)NRF. The
		Collateral Agent shall have received a evidence, in form and substance
		reasonably satisfactory to Agents, that the ownership of NRF has been
		transferred from the Borrower to Aftermarket Delaware Corporation.

(ff)Further Documentation. Agents shall have received, in form and substance
		reasonably satisfactory to Agents, such other agreements, instruments,
		approvals, opinions and other documents, as the Agents may reasonably
		request.

Each Lender, by delivering its signature
		page to this Agreement and funding a Loan on the Closing Date, shall be deemed
		to have acknowledged receipt of, and consented to and approved, each Credit
		Document and each other document required to be approved by any Agent,
		Borrowing Base Agent, Requisite Lenders or Lenders, as applicable on the
		Closing Date.

3.2Conditions to Each Credit Extension.

(a)Conditions Precedent. The obligation of each Lender to make any Loan, or
		Administrative Agent to procure, any Letter of Credit, on any Credit Date,
		including the Closing Date, are subject to the satisfaction, or waiver in
		accordance with Section 10.5, of the following conditions precedent:





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(i) Administrative Agent shall have received
		a fully executed and delivered Funding Notice or Issuance Notice, as the case
		may be, together with a Borrowing Base Certificate as of such date;

(ii) after making the Credit Extensions
		requested on such Credit Date, the Total Utilization of Revolving Commitments
		shall not exceed the lesser of (i) the Borrowing Base then in effect and (ii)
		Revolving Commitments then in effect;

(iii) as of such Credit Date, the
		representations and warranties contained herein and in each other Credit
		Document, certificate or other writing delivered to any Agent, Borrowing Base
		Agent or any Lender pursuant hereto or thereto on or prior to the Credit Date
		shall be true and correct in all material respects (to the extent not otherwise
		qualified by materiality) on and as of that Credit Date to the same extent as
		though made on and as of that date, except to the extent such representations
		and warranties specifically relate to an earlier date, in which case such
		representations and warranties shall have been true and correct in all material
		respects (to the extent not otherwise qualified by materiality) on and as of
		such earlier date;

(iv) as of such Credit Date, no event shall
		have occurred and be continuing or would result from the consummation of the
		applicable Credit Extension that would constitute an Event of Default or a
		Default;

(v) on or before the date of issuance of any
		Letter of Credit, Administrative Agent shall have received all other
		information required by the applicable Issuance Notice, and such other
		documents or information as may reasonably require in connection with the
		issuance of such Letter of Credit;

(vi)Payment of Fees, Etc. The Credit Parties shall have paid all fees, costs and
		expenses then payable by the Credit Parties pursuant to this Agreement and the
		other Credit Documents, including, without limitation, the Fee Letter, Section
		2.10, and Section 10.2 hereof; and

(vii)Legality. The
		making of such Loan or the issuance of such Letter of Credit shall not
		contravene any law, rule or regulation applicable to any Agent, Borrowing Base
		Agent, any Lender or any Issuing Bank.

Any Agent or Requisite Lenders shall be
		entitled, but not obligated to, request and receive, prior to the making of any
		Credit Extension, additional information reasonably satisfactory to the
		requesting party confirming the satisfaction of any of the foregoing if, in the
		good faith judgment of such Agent or Requisite Lender such request is warranted
		under the circumstances.

(b)Notices. Any
		Notice shall be executed by an Authorized Officer of Borrower in a writing
		delivered to Administrative Agent. In lieu of delivering a Notice, Borrower may
		give Administrative Agent telephonic notice by the required time of any
		proposed borrowing, conversion/continuation or issuance of a Letter of Credit,
		as the case may be;provided, that
		each such notice shall be promptly confirmed in writing by delivery of the
		applicable Notice to Administrative Agent on or before the applicable date of
		borrowing, continuation/conversion or issuance. Neither Administrative Agent
		nor any Lender shall incur any liability to Borrower in acting upon any
		telephonic notice referred to above that





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Administrative Agent believes in good faith
		to have been given by a duly authorized officer or other person authorized on
		behalf of Borrower or for otherwise acting in good faith.

SECTION 4. REPRESENTATIONS AND
		WARRANTIES

In order to induce Lenders and Issuing Bank
		to enter into this Agreement and to make each Credit Extension to be made
		thereby, each Credit Party represents and warrants to each Lender, on the
		Closing Date and on each Credit Date, that the following statements are true
		and correct (it being understood and agreed that the representations and
		warranties made on the Closing Date are deemed to be made concurrently with the
		consummation of the transactions contemplated hereby):

4.1 Organization; Requisite Power and
		Authority; Qualification.Each of
		Holdings and its Subsidiaries (a) is duly organized, validly existing and in
		good standing (or the non-U.S. equivalent thereof) under the laws of its
		jurisdiction of organization as identified in Schedule 4.1, (b) has all
		requisite power and authority to own and operate its properties, to carry on
		its business as now conducted and as proposed to be conducted, to enter into
		the Credit Documents to which it is a party and to carry out the transactions
		contemplated thereby and, in the case of Borrower, to make the borrowings
		hereunder, and (c) is qualified to do business and in good standing in every
		jurisdiction where its assets are located and wherever necessary to carry out
		its business and operations, except in jurisdictions where the failure to be so
		qualified or in good standing has not had, and could not be reasonably expected
		to have, a Material Adverse Effect.

4.2Capital Stock and Ownership. The Capital Stock of
		each of Holdings and its Subsidiaries has been duly authorized and validly
		issued and is fully paid and non-assessable. Except as set forth on Schedule
		4.2, as of the date hereof, there is no existing option, warrant, call, right,
		commitment or other agreement to which Holdings or any of its Subsidiaries is a
		party requiring, and there is no membership interest or other Capital Stock of
		Holdings or any of its Subsidiaries outstanding which upon conversion or
		exchange would require, the issuance by Holdings or any of its Subsidiaries of
		any additional membership interests or other Capital Stock of Holdings or any
		of its Subsidiaries or other Securities convertible into, exchangeable for or
		evidencing the right to subscribe for or purchase, a membership interest or
		other Capital Stock of Holdings or any of its Subsidiaries. Schedule 4.2 sets
		forth a true, complete and correct list as of the Closing Date, of the name of
		Holdings and each of its Subsidiaries and indicates for each such Person its
		ownership (by holder and percentage interest) and the type of entity of each of
		them, and the number and class of authorized and issued Capital Stock of such
		Subsidiary. Schedule 4.2 sets forth a true, complete and correct list as of the
		Closing Date of the name of Holdings and each of its Subsidiaries and indicates
		for each such Person its ownership (by holder and percentage interest) and the
		type of entity of each of them, and the number and class of authorized and
		issued Capital Stock of such Subsidiary. Except as set forth on Schedule 4.2,
		as of the Closing Date, neither Holdings nor any of its Subsidiaries has any
		equity investments in any other corporation or entity.

4.3Due Authorization. The execution, delivery and
		performance of the Credit Documents have been duly authorized by all necessary
		action on the part of each Credit Party that is a party thereto.





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4.4No Conflict. The execution, delivery and
		performance by Credit Parties of the Credit Documents to which they are parties
		and the consummation of the transactions contemplated by the Credit Documents
		do not and will not (a) violate any provision of any law or any governmental
		rule or regulation applicable to Holdings or any of its Subsidiaries, any of
		the Organizational Documents of Holdings or any of its Subsidiaries, or any
		order, judgment or decree of any court or other agency of government binding on
		Holdings or any of its Subsidiaries; (b) conflict with, result in a breach of
		or constitute (with due notice or lapse of time or both) a default under any
		Contractual Obligation of Holdings or any of its Subsidiaries; (c) result in or
		require the creation or imposition of any Lien upon any of the properties or
		assets of Holdings or any of its Subsidiaries (other than any Liens created
		under any of the Credit Documents in favor of Collateral Agent, on behalf of
		Secured Parties); (d) result in any default, noncompliance, suspension,
		revocation, impairment, forfeiture or nonrenewal of any permit, license,
		authorization or approval applicable to its operations or any of its properties
		or (e) require any approval of stockholders, members or partners or any
		approval or consent of any Person under any Contractual Obligation of Holdings
		or any of its Subsidiaries, except for such approvals or consents which will be
		obtained on or before the Closing Date and disclosed in writing to
		Lenders.

4.5Governmental Consents. The execution, delivery
		and performance by Credit Parties of the Credit Documents to which they are
		parties and the consummation of the transactions contemplated by the Credit
		Documents do not and will not require any registration with, consent or
		approval of, or notice to, or other action to, with or by, any Governmental
		Authority except for filings and recordings with respect to the Collateral to
		be made, or otherwise delivered to Collateral Agent for filing and/or
		recordation, as of the Closing Date.

4.6Binding Obligation. Each Credit Document has been
		duly executed and delivered by each Credit Party that is a party thereto and is
		the legally valid and binding obligation of such Credit Party, enforceable
		against such Credit Party in accordance with its respective terms, except as
		may be limited by bankruptcy, insolvency, reorganization, moratorium or similar
		laws relating to or limiting creditors rights generally or by equitable
		principles relating to enforceability (whether enforcement is sought in equity
		or at law).

4.7Historical Financial Statements. The Historical
		Financial Statements were prepared in conformity with GAAP and fairly present,
		in all material respects, the financial position, on a consolidated basis, of
		the Persons described in such financial statements as at the respective dates
		thereof and the results of operations and cash flows, on a consolidated basis,
		of the entities described therein for each of the periods then ended, subject,
		in the case of any such unaudited financial statements, to changes resulting
		from audit and normal year end adjustments. As of the Closing Date, neither
		Holdings nor any of its Subsidiaries has any contingent liability or liability
		for taxes, long term lease or unusual forward or long term commitment that is
		not reflected in the Historical Financial Statements or the notes thereto and
		which in any such case is material in relation to the business, operations,
		properties, assets, or condition (financial or otherwise) of Holdings and any
		of its Subsidiaries taken as a whole. Since the date of the audited Historical
		Financials, no Internal Control Event has occurred.

4.8 Projections.On and as of the Closing Date, the Projections of
		Holdings and its Subsidiaries for each month during the fiscal period of Fiscal
		Year 2007, for each quarter during





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the fiscal period of Fiscal Year 2008, and
		for each year during the fiscal period of Fiscal Year 2007 through 2008
		(including periodic projections for Holdings and its Subsidiaries, Holdings and
		its Domestic Subsidiaries and Proliance International de Mexico SA de CV, NRF
		and its Subsidiaries and Holdings Mexican Subsidiaries for each Fiscal
		month during the Fiscal Year in which the Closing Date takes place) (the
		Projections), are based on good faith estimates and
		assumptions made by the management of Holdings and as of the Closing Date,
		management of Holdings believed that the Projections were reasonable and
		attainable, which projected financial statements shall be updated from time to
		time pursuant to Section 5.1(i). Such Projections, as so updated, shall be
		believed by Holdings at the time furnished to be reasonable, shall have been
		prepared on a reasonable basis and in good faith by Holdings, and shall have
		been based on assumptions believed by Holdings to be reasonable at the time
		made and upon the best information then reasonably available to Holdings, and
		Holdings shall not be aware of any facts or information that would lead it to
		believe that such projections, as so updated, are incorrect or misleading in
		any material respect.

4.9No Material Adverse Change. Since December 31,
		2006, no event, circumstance or change has occurred that has caused or
		evidences, either in any case or in the aggregate, a Material Adverse
		Effect.

4.10 No Restricted Junior
		Payments.Since December 31, 2006,
		neither Holdings nor any of its Subsidiaries has directly or indirectly
		declared, ordered, paid or made, or set apart any sum or property for, any
		Restricted Junior Payment or agreed to do so except as permitted pursuant to
		Section 6.4.

4.11 Adverse Proceedings,
		etc.There are no Adverse Proceedings,
		individually or in the aggregate, that (a) relate to any Credit Document or the
		transactions contemplated hereby or thereby or (b) could reasonably be expected
		to have a Material Adverse Effect. Neither Holdings nor any of its Subsidiaries
		(a) is in violation of any applicable laws (including Environmental Laws) that,
		individually or in the aggregate, could reasonably be expected to have a
		Material Adverse Effect, or (b) is subject to or in default with respect to any
		final judgments, writs, injunctions, decrees, rules or regulations of any court
		or any Federal, state, municipal or other governmental department, commission,
		board, bureau, agency or instrumentality, domestic or foreign, that,
		individually or in the aggregate, could reasonably be expected to have a
		Material Adverse Effect. Holdings and its Subsidiaries have paid in full all
		sums owing or claimed for labor, materials, supplies, personal property, and
		services of every kind and character used, furnished or installed in or on any
		Real Estate Asset that are now due and owing and no claim for same exists or
		will be permitted to be created, except such claims as may arise in the
		ordinary course of business and that are not yet past due or such claims in
		which the failure to promptly pay could not reasonably be expected to result in
		a Material Adverse Effect or which are being disputed in good faith and proper
		reserves in such amounts as are required under GAAP have been established on
		Holdings and its Subsidiaries books and records.

4.12 Payment of Taxes.Except as otherwise permitted under Section 5.3, all
		tax returns and reports of Holdings and its Subsidiaries required to be filed
		by any of them have been timely filed, and all taxes shown on such tax returns
		to be due and payable and all assessments, fees and other governmental charges
		upon Holdings and its Subsidiaries and upon their respective properties,
		assets, income, businesses and franchises which are due and payable have





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been paid when due and payable. Holdings
		knows of no proposed tax assessment against Holdings or any of its Subsidiaries
		which is not being actively contested by Holdings or such Subsidiary in good
		faith and by appropriate proceedings;provided, that
		such reserves or other appropriate provisions, if any, as shall be required in
		conformity with GAAP shall have been made or provided therefor.

4.13 Properties.

(a) Title. Each of Holdings and its
		Subsidiaries has (i) good, sufficient, marketable and legal title to (in the
		case of fee interests in real property), (ii) subject to Permitted Liens, valid
		leasehold interests in (in the case of leasehold interests in real or personal
		property), and (iii) good and valid title to (in the case of all other personal
		property), all of their respective properties and assets reflected in their
		respective Historical Financial Statements referred to in Section 4.7 and in
		the most recent financial statements delivered pursuant to Section 5.1, in each
		case except for assets disposed of since the date of such financial statements
		in the ordinary course of business or as otherwise permitted under Section 6.8.
		All such properties and assets are in working order and condition, ordinary
		wear and tear excepted, and except as permitted by this Agreement, all such
		properties and assets are free and clear of Liens.

(b) Real Estate. As of the Closing Date,
		Schedule 4.13 contains a true, accurate and complete list of (i) all Real
		Estate Assets, and (ii) all leases, subleases or assignments of leases
		(together with all amendments, modifications, supplements, renewals or
		extensions of any thereof) affecting each Real Estate Asset of any Credit
		Party, regardless of whether such Credit Party is the landlord or tenant
		(whether directly or as an assignee or successor in interest) under such lease,
		sublease or assignment, and the termination date and annual base rent under
		each of them. Each material agreement listed in clause (ii) of the immediately
		preceding sentence is in full force and effect and no default has occurred and
		is continuing thereunder. Each such material agreement constitutes the legally
		valid and binding obligation of each applicable Credit Party, enforceable
		against such Credit Party in accordance with its terms, except as enforcement
		may be limited by bankruptcy, insolvency, reorganization, moratorium or similar
		laws relating to or limiting creditors rights generally or by equitable
		principles. To the best knowledge of each Credit Party, no other party to any
		such material agreement is in default of its obligations thereunder, and no
		Credit Party (or any other party to any such agreement) has at any time
		delivered or received any notice of default which remains uncured under any
		such Lease and, as of the Closing Date, no event has occurred which, with the
		giving of notice or the passage of time or both, would constitute a default
		under any such agreement.

4.14Environmental Matters. Neither Holdings nor any
		of its Subsidiaries nor any of their respective Facilities or operations are
		subject to any outstanding written order, consent decree or settlement
		agreement with any Person relating to any Environmental Law, any Environmental
		Claim, or any Hazardous Materials Activity that, individually or in the
		aggregate, could reasonably be expected to have a Material Adverse Effect.
		Neither Holdings nor any of its Subsidiaries has received any letter or request
		for information under Section 104 of the Comprehensive Environmental Response,
		Compensation, and Liability Act (42 U.S.C. § 9604) or any comparable state
		law. There are and, to each of Holdings and its Subsidiaries
		knowledge, have been, no conditions, occurrences, or Hazardous Materials
		Activities which could reasonably





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be expected to form the basis of an
		Environmental Claim against Holdings or any of itsSubsidiaries
		that, individually or in the aggregate, could reasonably be expected to have a
		Material Adverse Effect. To the knowledge of Holdings or any of its
		Subsidiaries, no Environmental Claims have been asserted against any facilities
		that may have received Hazardous Materials generated by Holdings, any of its
		Subsidiaries or any predecessor in interest. Except as set forth on Schedule
		4.14, neither Holdings nor any of its Subsidiaries nor, to any Credit
		Partys knowledge, any predecessor of Holdings or any of its Subsidiaries
		has filed any notice under any Environmental Law indicating past or present
		treatment of Hazardous Materials at any Facility. None of Holdings or any
		of its Subsidiaries operations involves the generation, transportation,
		treatment, storage or disposal of Hazardous Materials, as defined or used in 40
		C.F.R. Parts 260 270 or any state equivalent that individually or in the
		aggregate would have a Material Adverse Effect. Compliance with all current or
		reasonably foreseeable future requirements pursuant to or under Environmental
		Laws, including all necessary permits or authorizations that are required under
		Environmental Laws to operate the facilities, assets and business of Holdings
		or any of its Subsidiaries, could not be reasonably expected to have,
		individually or in the aggregate, a Material Adverse Effect. No event or
		condition has occurred or is occurring with respect to Holdings or any of its
		Subsidiaries relating to any Environmental Law, any Release of Hazardous
		Materials, or any Hazardous Materials Activity which individually or in the
		aggregate has had, or could reasonably be expected to have, a Material Adverse
		Effect.

4.15No Defaults. Neither Holdings nor any of its
		Subsidiaries is in default in the performance, observance or fulfillment of any
		of the obligations, covenants or conditions contained in any of its Contractual
		Obligations, and no condition exists which, with the giving of notice or the
		lapse of time or both, could constitute such a default, except where the
		consequences, direct or indirect, of such default or defaults, if any, could
		not reasonably be expected to have a Material Adverse Effect. No Default has
		occurred and is continuing.

4.16Material Contracts. Schedule 4.16 contains a
		true, correct and complete list of all the Material Contracts in effect on the
		Closing Date. All such Material Contracts, together with any updates provided
		pursuant to Section 5.1(1), are in full force and effect and no defaults
		currently exist thereunder (other than as described in Schedule 4.16 or in such
		updates).

4.17Governmental Regulation. Neither Holdings nor any
		of its Subsidiaries is subject to regulation under the Federal Power Act or the
		Investment Company Act of 1940 or under any other Federal or state statute or
		regulation which may limit its ability to incur Indebtedness or which may
		otherwise render all or any portion of the Obligations unenforceable. Neither
		Holdings nor any of its Subsidiaries is a registered investment
		company or a company controlled by a registered
		investment company or a principal underwriter of a
		registered investment company as such terms are defined in the
		Investment Company Act of 1940.

4.18Margin Stock. Neither Holdings nor any of its
		Subsidiaries is engaged in the business of extending credit for the purpose of
		purchasing or carrying any Margin Stock. No part of the proceeds of the Loans
		made to such Credit Party will be used to purchase or carry any such Margin
		Stock or to extend credit to others for the purpose of purchasing or carrying
		any such Margin Stock or for any purpose that violates, or is inconsistent
		with, the provisions of Regulation T, U or X of the Board of Governors of the
		Federal Reserve System.





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4.19 Employee Matters.Except as provided on Schedule 4.19, neither Holdings
		nor any of its Subsidiaries is a party to or has any obligation under any
		collective bargaining agreements. Neither Holdings nor any of its Subsidiaries
		has been or is engaged in any unfair labor practice that could reasonably be
		expected to have a Material Adverse Effect. There has been and is (a) no unfair
		labor practice charge or complaint pending against Holdings or any of its
		Subsidiaries, or to the knowledge of Holdings and each of its Subsidiaries,
		threatened against any of them before the National Labor Relations Board or any
		other Governmental Authority and no grievance or arbitration proceeding arising
		out of or under any collective bargaining agreement or similar agreement that
		is so pending against Holdings or any of its Subsidiaries or to the knowledge
		of Holdings and its Subsidiaries, threatened against any of them, (b) no labor
		dispute, strike, lockout, slowdown or work stoppage in existence or threatened
		against, involving or affecting Holdings or any of its Subsidiaries that could
		reasonably be expected to have a Material Adverse Effect, (c) no labor union,
		labor organization, trade union, works council, or group of employees of
		Holdings or any of its Subsidiaries has made a pending demand for recognition
		or certification, and there are no representation or certification proceedings
		or petitions seeking a representation proceeding presently pending or
		threatened to be brought or filed with the National Labor Relations Board or
		any other Governmental Authority, and (d) to the knowledge of Holdings and each
		of its Subsidiaries, no union representation question existing with respect to
		any of the employees of Holdings or any of its Subsidiaries and, to the
		knowledge of Holdings and each of its Subsidiaries, no labor union organizing
		activity with respect to any employees of Holdings or any of its Subsidiaries
		that is taking place, except (with respect to any matter specified in clause
		(a), (b), (c), or (d) above, either individually or in the aggregate) such as
		is not reasonably likely to have a Material Adverse Effect.

4.20Employee Benefit Plans. Holdings, each of its
		Subsidiaries and each of their respective ERISA Affiliates are in material
		compliance with all applicable provisions and requirements of ERISA and the
		Internal Revenue Code and the regulations and published interpretations
		thereunder with respect to each Employee Benefit Plan, and have performed all
		their material obligations under each Employee Benefit Plan. Each Employee
		Benefit Plan which is intended to qualify under Section 401(a) of the Internal
		Revenue Code has received a favorable determination letter from the Internal
		Revenue Service indicating that such Employee Benefit Plan is so qualified (or
		has or will timely file an application for a favorable determination letter)
		and nothing has occurred subsequent to the issuance of such determination
		letter which would reasonably be expected to cause such Employee Benefit Plan
		to lose its qualified status. Neither Holdings, its Subsidiaries nor any of
		their ERISA Affiliates maintains or contributes to any Pension Plan that is
		subject to Title IV of ERISA or to any Multiemployer Plan, except as set forth
		on Schedule 4.20. No liability to the PBGC (other than required premium
		payments), the U.S. Department of Labor or the Internal Revenue Service has
		been or is expected to be incurred by Holdings, any of its Subsidiaries or any
		of their ERISA Affiliates with respect to any Employee Benefit Plan. No ERISA
		Event has occurred or is reasonably expected to occur. Except to the extent
		required under Section 4980B of the Internal Revenue Code or similar state
		laws, or otherwise funded entirely by the participants thereof, (other than any
		program covering only a select group of current or former management or highly
		compensated employees and their dependents or as set forth on Schedule 4.20) no
		Employee Benefit Plan provides health or welfare benefits (through the purchase
		of insurance or otherwise) for any retired or former employee of Holdings, any
		of its Subsidiaries or any of their respective ERISA Affiliates. Holdings has
		furnished or made available to Administrative Agent a copy of the most recent





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Schedule B (Actuarial Information) to the
		Annual Report (Form 5500) filed by Holdings, any of its Subsidiaries, or any of
		their respective ERISA Affiliates with the Internal Revenue Service with
		respect to each Pension Plan. Neither Holdings nor any of its Subsidiaries, nor
		any of their respective ERISA Affiliates, has received notice from any
		Multiemployer Plan of the assertion of material potential liability of
		Holdings, its Subsidiaries and their respective ERISA Affiliates for a complete
		or partial withdrawal from such Multiemployer Plan (within the meaning of
		Section 4203 or Section 4205 of ERISA). Holdings, each of its Subsidiaries and
		each of their ERISA Affiliates have complied with the requirements of Section
		515 of ERISA with respect to each Multiemployer Plan and are not in material
		default (as defined in Section 4219(c)(5) of ERISA) with respect to
		payments to a Multiemployer Plan.

4.21 Certain Fees.No brokers or finders fee or commission
		will be payable with respect hereto or any of the transactions contemplated
		hereby.

4.22 Solvency.Each Credit Party is and, upon the incurrence of any
		Credit Extension by such Credit Party on any date on which this representation
		and warranty is made, will be, Solvent.

4.23 Intentionally Omitted.

4.24 Compliance with Statutes,
		etc. Each of Holdings and its
		Subsidiaries is in compliance with its (i) organizational documents and (ii)
		all material applicable statutes, regulations and orders of, and all material
		applicable restrictions imposed by, all Governmental Authorities, in respect of
		the conduct of its business and the ownership of its property (including
		compliance with all applicable Environmental Laws, zoning, subdivision,
		construction, building and land use laws and ordinances with respect to any
		Real Estate Asset or governing its business and the requirements of any permits
		issued under such laws with respect to any such Real Estate Asset or the
		operations of Holdings or any of its Subsidiaries).

4.25 Disclosure. No representation or warranty of any Credit
		Party contained in any Credit Document and none of the reports, financial
		statements or other documents, certificates or written statements furnished to
		Lenders by or on behalf of Holdings or any of its Subsidiaries for use in
		connection with the transactions contemplated hereby contains any untrue
		statement of a material fact or omits to state a material fact (known to
		Holdings or any of its Subsidiaries, in the case of any document not furnished
		by either of them) necessary in order to make the statements contained herein
		or therein not misleading in light of the circumstances in which the same were
		made. Any projections and pro forma financial information contained in such
		materials are based upon good faith estimates and assumptions believed by
		Holdings or any of its Subsidiaries to be reasonable at the time made. There
		are no agreements, instruments and corporate or other restrictions to which any
		Credit Party is subject and there are no facts known (or which should upon the
		reasonable exercise of diligence be known) to Holdings or any of its
		Subsidiaries (other than matters of a general economic nature) that,
		individually or in the aggregate, could reasonably be expected to result in a
		Material Adverse Effect and that have not been disclosed herein or in such
		other documents, certificates and statements furnished to Lenders for use in
		connection with the transactions contemplated hereby.





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4.26 Terrorism Laws. Each Credit Party is in compliance, in all
		material respects, with the Terrorism Laws. No part of the proceeds of the
		Loans will be used, directly or indirectly, for any payments to any
		governmental official or employee, political party, official of a political
		party, candidate for political office, or anyone else acting in an official
		capacity in violation of the United States Foreign Corrupt Practices Act of
		1977, as amended.

4.27 Insurance. The properties of Holdings and each of its
		Subsidiaries are adequately insured with financially sound and reputable
		insurers and in such amounts, with such deductibles and covering such risks and
		otherwise on terms and conditions as are customarily carried or maintained by
		Persons of established reputation of similar size and engaged in similar
		businesses and such insurance complies with the requirements of
		Section 5.5. Schedule 4.27 sets forth a list of all insurance maintained
		by or on behalf of the Credit Parties and each of their Subsidiaries as of the
		Closing Date and, as of the Closing Date, all premiums in respect of such
		insurance have been paid.

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

4.29 Security Interest in
		Collateral. The provisions of
		this Agreement and the other Credit Documents create legal, valid and
		enforceable Liens on all the Collateral in favor of the Collateral Agent, for
		the benefit of the Collateral Agent and the Secured Parties, and such Liens
		constitute perfected and continuing First Priority Liens on the Collateral,
		securing the Obligations, enforceable against the applicable Credit Party and
		all third parties, except in the case of (a) Permitted Liens, to the extent any
		such Permitted Liens would have priority over the Liens in favor of the
		Collateral Agent pursuant to any applicable law and (b) Liens perfected only by
		possession (including possession of any certificate of title) to the extent the
		Collateral Agent has not obtained or does not maintain possession of such
		Collateral.

4.30 Affiliate
		Transactions. Except as set
		forth on Schedule 4.30 or pursuant to arms length transactions entered into in
		the ordinary course of business, as of the date of this Agreement, there are no
		existing or proposed agreements, arrangements, understandings, or transactions
		between any Credit Party and any of the officers, members, managers, directors,
		stockholders, parents, other interest holders, employees, or Affiliates (other
		than Subsidiaries) of any Credit Party or any members of their respective
		immediate families, and none of the foregoing Persons are directly or
		indirectly indebted to or have any direct or indirect ownership, partnership,
		or voting interest in any Affiliate of any Credit Party or any Person with
		which any Credit Party has a business relationship or which competes with any
		Credit Party (except that





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any such Persons may own stock in (but not
		exceeding two percent (2.0%) of the outstanding equity interests of) any
		publicly traded company that may compete with a Credit Party.

4.31 Intellectual
		Property. Each Credit Party and
		its Subsidiaries owns, or is licensed to use, all trademarks, tradenames,
		copyrights, patents and other intellectual property necessary to its business
		as currently conducted, a correct and complete list of which, as of the date of
		this Agreement, is set forth on Schedule 4.31, and the use thereof by the
		Credit Parties and its Subsidiaries does not infringe in any material respect
		upon the rights of any other Person, and the Credit Parties rights thereto are
		not subject to any licensing agreement or similar arrangement. Each Credit
		Party has taken reasonable measures to protect the secrecy, confidentiality and
		value of all trade secrets used in its business (collectively, the
		Business Trade Secrets). To the best knowledge of each
		Credit Party, none of the Business Trade Secrets have been disclosed to any
		Person other than employees or contractors of the Credit Parties who had a need
		to know and use such Business Trade Secrets in the ordinary course of
		employment or contract performance and who executed appropriate confidentiality
		agreements prohibiting the unauthorized use or disclosure of such Business
		Trade Secrets and containing other terms reasonably necessary or appropriate
		for the protection and maintenance of such Business Trade Secrets. To the best
		knowledge of each Credit Party, no unauthorized disclosure of any Business
		Trade Secrets has been made.

4.32 Permits, Etc. Each Credit Party has, and is in compliance
		with, all permits, licenses, authorizations, approvals, entitlements and
		accreditations required for such Person lawfully to own, lease, manage or
		operate, or to acquire, each business currently owned, leased, managed or
		operated, or to be acquired, by such Person, which, if not obtained, could not
		reasonably be expected to have a Material Adverse Effect. No condition exists
		or event has occurred which, in itself or with the giving of notice or lapse of
		time or both, would result in the suspension, revocation, impairment,
		forfeiture or non-renewal of any such permit, license, authorization, approval,
		entitlement or accreditation, and there is no claim that any thereof is not in
		full force and effect, except, to the extent any such condition, event or claim
		could not be reasonably be expected to have a Material Adverse Effect.

4.33 Customers and
		Suppliers. Except as set forth
		on Schedule 4.33, there has been no actual or, to the best knowledge of any
		Credit Party, threatened termination, cancellation or limitation of, or adverse
		modification to or change in, the business relationship between (i) any Credit
		Party, on the one hand, and any customer or any group thereof, on the other
		hand, whose agreements with any Credit Party are individually or in the
		aggregate material to the business or operations of such Credit Party, or
		(ii) any Credit Party, on the one hand, and any supplier or any group
		thereof, on the other hand, whose agreements with any Credit Party are
		individually or in the aggregate material to the business or operations of such
		Credit Party; and there exists no present state of facts or circumstances that
		could give rise to or result in any such termination, cancellation, limitation,
		modification or change.

4.34Flood Zone. To the best knowledge of Holdings or
		any of its Subsidiaries, the Real Estate Assets are not located in areas
		identified by the Federal Emergency Management Agency as having special flood
		hazards; provided, however, that Holdings and any of its
		Subsidiaries hereby represent, without qualification, that, no Material
		Improvements are located





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in an area identified by the Federal
		Emergency Management Agency as having special flood hazards.

4.35 Operating Lease Obligations.On the Closing Date, none of the Credit
		Parties has any Operating Lease Obligations other than the Operating Lease
		Obligations set forth on Schedule 4.35.

4.36 No Action for Winding-Up or
		Bankruptcy. There has been no
		voluntary or involuntary action taken either by or against Holdings or any of
		its Subsidiaries for any such Persons winding-up, dissolution,
		liquidation, bankruptcy, receivership, administration or similar or analogous
		events in respect if such Person or all or any material part of its
		assets.

4.37 Licensor Agreement. None of the Credit Parties is promoting,
		distributing or marketing any products that contain the Modine
		marks pursuant to the Aftermarket License Agreement, dated as of July 21, 2005,
		between Modine Manufacturing Company and Borrower, other than using Modine
		labels on shipping boxes that are in existence on the Closing Date and other
		than Modine marks on its website as of the Closing Date.

SECTION 5. AFFIRMATIVE
		COVENANTS

Each Credit Party covenants and agrees that
		so long as any Commitment is in effect and until payment in full of all
		Obligations and cancellation or expiration of all Letters of Credit, each
		Credit Party shall perform, and shall cause each of its Subsidiaries to
		perform, all covenants in this Section 5.

5.1 Financial Statements and Other
		Reports.

Unless otherwise provided below, Holdings
		will deliver to Administrative Agent and Lenders:

(a)Monthly Reports.
		As soon as available, and in any event (i) for the months ending June 30, 2007,
		July 31, 2007 and August 31, 2007, within forty (45) days after the end of each
		month (including months which began prior to the Closing Date) and (ii) for
		each month thereafter, within thirty (30) days after the end of each month, in
		each case, the balance sheet of each of Holdings and its Subsidiaries (on a
		consolidated and consolidating basis; which in the case of such consolidating
		basis, shall include Holdings and its Domestic Subsidiaries and Proliance
		International de Mexico SA de CV, NRF and its Subsidiaries and Holdings
		Mexican Subsidiaries) as at the end of such month and the related statements of
		income and cash flows of each of Holdings and its Subsidiaries (on a
		consolidated and consolidating basis; which in the case of such consolidating
		basis, shall include Holdings and its Domestic Subsidiaries and Proliance
		International de Mexico SA de CV, NRF and its Subsidiaries and Holdings
		Mexican Subsidiaries) for such month and for the period from the beginning of
		the then current Fiscal Year to the end of such month, setting forth in each
		case in comparative form the corresponding figures for the corresponding
		periods of the previous Fiscal Year and the corresponding figures from the
		Financial Plan for the current Fiscal Year, all in reasonable detail, together
		with a Financial Officer Certification and any operating reports prepared by
		management for such period;





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(b)Quarterly Financial Statements. As soon as available, and in any event within
		forty-five(45)days after the end of each Fiscal
		Quarter of each Fiscal Year (including the fourth Fiscal Quarter), the
		consolidated and consolidating (which in the case of such consolidating basis,
		shall include Holdings and its Domestic Subsidiaries and Proliance
		International de Mexico SA de CV, NRF and its Subsidiaries and Holdings
		Mexican Subsidiaries) balance sheets of Holdings and its Subsidiaries as at the
		end of such Fiscal Quarter and the related consolidated (and with respect to
		statements of income, consolidating, which in the case of such consolidating
		basis, shall include Holdings and its Domestic Subsidiaries and Proliance
		International de Mexico SA de CV, NRF and its Subsidiaries and Holdings
		Mexican Subsidiaries) statements of income and cash flows of Holdings and its
		Subsidiaries for such Fiscal Quarter and for the period from the beginning of
		the then current Fiscal Year to the end of such Fiscal Quarter, setting forth
		in each case in comparative form the corresponding figures for the
		corresponding periods of the previous Fiscal Year and the corresponding figures
		from the Financial Plan for the current Fiscal Year, all in reasonable detail,
		together with a Financial Officer Certification and a Narrative Report with
		respect thereto;

(c)Annual Financial Statements. As soon as available, and in any event within ninety
		(90) days after the end of each Fiscal Year, (i) the audited balance sheets of
		Holdings and its Subsidiaries and NRF and its Subsidiaries (on a consolidated
		and consolidating basis; which in the case of such consolidating basis, shall
		include Holdings and its Domestic Subsidiaries and Proliance International de
		Mexico SA de CV, NRF and its Subsidiaries and Holdings Mexican
		Subsidiaries) as at the end of such Fiscal Year and the related statements of
		income, stockholders equity and cash flows of Holdings and its
		Subsidiaries (on a consolidated and consolidating basis; which in the case of
		such consolidating basis, shall include Holdings and its Domestic Subsidiaries
		and Proliance International de Mexico SA de CV, NRF and its Subsidiaries and
		Holdings Mexican Subsidiaries) for such Fiscal Year, setting forth in
		each case in comparative form the corresponding figures for the previous Fiscal
		Year and the corresponding figures from the Financial Plan for the Fiscal Year
		covered by such financial statements, in reasonable detail, together with a
		Financial Officer Certification and a Narrative Report with respect thereto;
		(ii) on or prior to June 30 following such Fiscal Year, the fiscal
		opinion in respect of Proliance International de Mexico SA de CV as at
		the end of such Fiscal Year and (iii) with respect to such consolidated
		financial statements a report thereon of BDO Seidman, LLP or other independent
		certified public accountants of recognized national standing selected by
		Holdings, and reasonably satisfactory to Administrative Agent (which report
		shall be unqualified as to going concern and scope of audit (and shall not
		contain any explanatory paragraph or paragraph of emphasis with respect to
		going concern), and shall state that such consolidated financial statements
		fairly present, in all material respects, the financial position of Holdings
		and its Subsidiaries as at the dates indicated and the results of their
		operations and their cash flows for the periods indicated in conformity with
		GAAP applied on a basis consistent with prior years (except as otherwise
		disclosed in such financial statements) and that the examination by such
		accountants in connection with such consolidated financial statements has been
		made in accordance with generally accepted auditing standards) together with a
		written statement by such independent certified public accountants stating (1)
		that their audit examination has included a review of the terms of the Credit
		Documents, (2) whether, in connection therewith, any condition or event that
		constitutes a Default or an Event of Default has come to their attention and,
		if such a condition or event has come to their attention, specifying the nature
		and period of existence thereof, (3) that nothing has come to their attention
		that causes them to believe that the





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information contained in any Compliance
		Certificate is not correct or that the matters set forth in such Compliance
		Certificate are not stated in accordance with the terms hereof, and (4) if
		Holdings is then subject to the audit requirement of Section 404 of the
		Sarbanes-Oxley Act of 2002, an attestation report as to managements
		report on Holdings internal control over financial reporting showing no
		Internal Control Event or Events;

(d)Compliance Certificate. Together with each delivery of financial statements of
		Holdings and its Subsidiaries pursuant to Sections 5.1(a), 5.1(b) and 5.1(c), a
		duly executed and completed Compliance Certificate;

(e)Statements of Reconciliation after Change in Accounting
		Principles. If, as a result of any
		change in accounting principles and policies (or the application thereof) from
		those used in the preparation of the Historical Financial Statements, the
		consolidated financial statements of Holdings and its Subsidiaries delivered
		pursuant to Sections 5.1(b) or 5.1(c) will differ in any material respect from
		the consolidated financial statements that would have been delivered pursuant
		to such subdivisions had no such change in accounting principles and policies
		been made, then, together with the first delivery of such financial statements
		after such change, one or more statements of reconciliation for all such prior
		financial statements in form and substance satisfactory to Administrative
		Agent;

(f)Notice of Default. Prompt written notice (i) of any condition or event
		that constitutes a Default or an Event of Default or that notice has been given
		to Holdings or any of its Subsidiaries with respect thereto; (ii) that any
		Person has given any notice to Holdings or any of its Subsidiaries or taken any
		other action with respect to any event or condition set forth in Section
		8.1(b); (iii) of the occurrence of any event or change that has caused or
		evidences, either in any case or in the aggregate, a Material Adverse Effect;
		or (iv) the occurrence of any Internal Control Event which is required to be
		publicly disclosed of which any officer of Holdings has knowledge, which notice
		shall be accompanied by a certificate of its Authorized Officers specifying the
		nature and period of existence of such condition, event or change, or
		specifying the notice given and action taken by any such Person and the nature
		of such claimed Event of Default, Default, default, event or condition, and
		what action the Credit Parties have taken, are taking and propose to take with
		respect thereto;

(g)Notice of Litigation. Prompt written notice of (i) the institution of, or
		threat of, any Adverse Proceeding not previously disclosed in writing by
		Holdings to Lenders, or (ii) any development in any Adverse Proceeding that, in
		the case of either clause (i) or (ii) if adversely determined, could be
		reasonably expected to have a Material Adverse Effect, or seeks to enjoin or
		otherwise prevent the consummation of, or to recover any damages or obtain
		relief as a result of, the transactions contemplated hereby, or which arises in
		respect of any material Indebtedness of Holdings or its Subsidiaries or alleges
		any criminal misconduct by any Credit Party together in each case with such
		other information as may be reasonably available to Holdings or any of its
		Subsidiaries to enable Lenders and their counsel to evaluate such
		matters;

(h)ERISA. (i)
		Promptly following the earlier of (x) an occurrence of or (y) knowledge that
		there will be an occurrence of any ERISA Event, a written notice specifying the
		nature thereof, what action Holdings, any of its Subsidiaries or any of their
		respective ERISA Affiliates has taken, is taking or proposes to take with
		respect thereto and, when known, any





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action taken or threatened by the Internal
		Revenue Service, the Department of Labor or the PBGC with respect thereto; and
		(ii) with reasonable promptness, copies of (1) upon request by Administrative
		Agent, each Schedule B (Actuarial Information) to the annual report (Form 5500
		Series) filed by Holdings, any of its Subsidiaries or any of their respective
		ERISA Affiliates with the Internal Revenue Service with respect to each Pension
		Plan; (2) all notices received by Holdings, any of its Subsidiaries or any of
		their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning
		an ERISA Event; and (3) copies of such other documents or governmental reports
		or filings relating to any Employee Benefit Plan as Administrative Agent shall
		reasonably request;

(i)Financial Plan.
		As soon as practicable and in any event no later than fifteen (15) days prior
		to the beginning of each Fiscal Year, a consolidated plan and financial
		forecast for the next succeeding Fiscal Year on a month to month basis
		beginning with Fiscal Year 2008 and such other information presented to the
		board of directors of Holdings (aFinancial Plan), including (i) a forecasted consolidated and
		consolidating (which in the case of such consolidating basis, shall include
		Holdings and its Domestic Subsidiaries and Proliance International de Mexico SA
		de CV, NRF and its Subsidiaries and Holding's Mexican Subsidiaries) balance
		sheet and forecasted consolidated and consolidating statements of income and
		cash flows of Holdings and its Subsidiaries for each such Fiscal Year, together
		with pro forma Compliance Certificates for each such Fiscal Year and an
		explanation of the assumptions on which such forecasts are based,
		(ii) forecasts demonstrating projected compliance with the requirements of
		Section 6.7 through the final maturity date of the Loans, and (iii) forecasts
		demonstrating adequate liquidity through the final maturity date of the Loans,
		together, in each case, with an explanation of the assumptions on which such
		forecasts are based all in form and substance reasonably satisfactory to Agents
		and accompanied by a certificate from the chief financial officer of Holdings
		certifying that the projections contained therein are based upon good faith
		estimates and assumptions believed by Holdings to be reasonable at the time
		made and at the time of delivery thereof;

(j)Insurance Report. As soon as practicable and in any event by the last
		day of each Fiscal Year, a report in form and substance reasonably satisfactory
		to Administrative Agent outlining all material insurance coverage maintained as
		of the date of such report by Holdings and its Subsidiaries and all material
		insurance coverage planned to be maintained by Holdings and its Subsidiaries in
		the immediately succeeding Fiscal Year;

(k)Notice of Change in Board of Directors or Managing
		Members. With reasonable promptness,
		written notice of any change in the board of directors or managing members (or
		similar governing body) of Holdings or any of its Subsidiaries;

(l)Notice Regarding Material Contracts. Promptly, and in any event within ten Business Days
		(i) after any Material Contract of Holdings or any of its Subsidiaries is
		terminated or amended in a manner that is materially adverse to Holdings or
		such Subsidiary, as the case may be, or that is adverse to Administrative Agent
		or the Lenders or (ii) any new Material Contract is entered into, a written
		statement describing such event, with copies of such material amendments or new
		contracts, delivered to Administrative Agent (to the extent such delivery is
		permitted by the terms of any such Material Contract, provided, no such
		prohibition on delivery shall be effective if it were bargained for by Holdings
		or its applicable Subsidiary





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with the intent of avoiding compliance with
		this Section 5.1(l)), and an explanation of any actions being taken with
		respect thereto;

(m)Intentionally Omitted;

(n)Information Regarding Collateral. (a) Each Credit Party will furnish to Collateral Agent
		prompt written notice, and in any event within thirty (30) days of such
		occurrence, of any change (i) in such Credit Party's corporate name, (ii) in
		such Credit Party's identity or corporate structure, or (iii) in such Credit
		Party's Federal taxpayer identification number. Each Credit Party agrees not to
		effect or permit any change referred to in the preceding sentence unless all
		filings have been made under the UCC or otherwise that are required in order
		for Collateral Agent to continue at all times following such change to have a
		valid, legal and perfected security interest in all the Collateral and for the
		Collateral at all times following such change to have a valid, legal and
		perfected security interest as contemplated in the Collateral Documents. Each
		Credit Party will furnish to Administrative Agent prompt written notice of any
		Lien (other than Permitted Liens) or claims made or asserted against any
		Collateral with a value in excess of $100,000 or interest therein. Each Credit
		Party also agrees promptly to notify Collateral Agent in writing if any
		material portion of the Collateral is lost, damaged or destroyed;

(o)Annual Collateral Verification. Each year, at the time of delivery of annual financial
		statements with respect to the preceding Fiscal Year pursuant to Section
		5.1(c), each Credit Party shall deliver to Collateral Agent an Officer's
		Certificate (i) either confirming that there has been no change in such
		information since the date of the Collateral Questionnaire delivered on the
		Closing Date or the date of the most recent certificate delivered pursuant to
		this Section and/or identifying such changes, or (ii) certifying that all UCC
		financing statements (including fixture filings, as applicable) or other
		appropriate filings, recordings or registrations, have been filed of record in
		each governmental, municipal or other appropriate office in each jurisdiction
		identified in the Collateral Questionnaire or pursuant to clause (i) above to
		the extent necessary to protect and perfect the security interests under the
		Collateral Documents for a period of not less than 18 months after the date of
		such certificate (except as noted therein with respect to any continuation
		statements to be filed within such period);

(p)Aging Reports.
		Together with each delivery of financial statements of Holdings and each other
		Credit Party pursuant to Sections 5.1(a), 5.1(b) and 5.1(c) (and, in the case
		of clause (ii) below, with each delivery of a Borrowing Base Certificate in
		accordance with Section 5.1(q)): (i) a summary of the Accounts aging report of
		each Credit Party as of the end of such period; (ii) a summary of accounts
		payable aging report of each Credit Party as of the end of such period, and
		(iii) a report listing all Inventory of the Credit Parties, and containing a
		breakdown of such Inventory by type and amount, the cost and the current market
		value thereof (by location) and such other information as any Agent or
		Borrowing Base Agent may reasonably request, in each case, all in detail and in
		form and substance reasonably satisfactory to the Agents;

(q)Borrowing Base Certificate. On Monday of each week (and in the case of clause (i)
		below, together with each Funding Notice or Issuance Notice): (i) a Borrowing
		Base Certificate, current as of the close of business on the last Business Day
		of the immediately preceding week (or Friday of the immediately preceding week,
		as the case may be), supported by schedules showing the derivation thereof and
		containing such detail and other information as the





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Administrative Agent or the Borrowing Base
		Agent may reasonably request from time to time;providedthat
		(1) the Borrowing Base set forth in the Borrowing Base Certificate shall
		be effective from and including the date such Borrowing Base Certificate is
		duly received by the Agents and the Borrowing Base Agent but not including the
		date on which a subsequent Borrowing Base Certificate is received by the Agents
		and the Borrowing Base Agent, unless any Agent or the Borrowing Base Agent
		disputes the eligibility of any property included in the calculation of the
		Borrowing Base or the valuation thereof by notice of such dispute to Borrower,
		(2) in the event of any dispute about the eligibility of any property
		included in the calculation of the Borrowing Base or the valuation thereof, the
		more conservative approach of such Agent's or Borrowing Base Agent's good faith
		business judgment shall control and (3) the Inventory shall be updated on a
		monthly basis component of the Borrowing Base; and (ii) until such time as
		Availability exceeds $10,000,000 for at least 30 consecutive days, and
		thereafter upon the Administrative Agent's request, a rolling thirteen (13)
		week cash forecast, in each case, all in detail and in form reasonably
		satisfactory to the Administrative Agent and the Borrowing Base Agent. Without
		limiting any other rights of Administrative Agent and the Borrowing Base Agent,
		upon Administrative Agent's or Borrowing Base Agent's request, Borrower shall
		provide Administrative Agent and Borrowing Base Agent on a daily basis with a
		schedule of Accounts, collections received and credits issued on a daily basis
		and inventory reports prepared on a monthly or more frequent basis as the
		Administrative Agent or Borrowing Base Agent may, in good faith, request in the
		event that at any time either (such schedule of Accounts, collections received
		and credits issued and inventory report, collectively, the Daily
		Collateral Reporting): (1) an Event of Default or Default, shall exist or
		have occurred, or (2) Borrower shall have failed to deliver any Borrowing Base
		Certificate in accordance with this Section 5.1(q), or (3) upon Administrative
		Agent's or Borrowing Base Agent's good faith belief, any information contained
		in any Borrowing Base Certificate provided under this Section 5.1(q) is
		incomplete, inaccurate or misleading, or (4) Availability is less than
		$10,000,000 (it being understood that once the Borrower is required by
		Administrative Agent or Borrowing Agent to provide Daily Collateral Reporting
		on a daily basis in accordance with this Section 5.1(q), the Borrower shall
		continue to provide Daily Collateral Reporting to Administrative Agent and
		Borrowing Base Agent on a daily basis unless and until (x) no Event of Default
		or Default has occurred and are then continuing, (y) Availability exceeds
		$10,000,000 for at least 30 consecutive days, and (z) the Borrower has
		otherwise complied with its obligation to deliver Daily Collateral Reporting to
		Administrative Agent and Borrowing Base Agent in accordance with the provisions
		hereof and such Daily Collateral Reporting is complete and accurate (and not
		misleading) in all respects, in Administrative Agents and Borrowing Base
		Agent's reasonable discretion; thereafter, the Borrower shall deliver Borrowing
		Base Certificates in accordance with this Section 5.1(q)). Notwithstanding the
		foregoing, the parties to this Agreement hereby agree that the Borrower shall
		provide Daily Collateral Reporting to Administrative Agent and Borrowing Base
		Agent on a daily basis until the conditions in sub-clauses (x), (y) and (z) are
		satisfied;

(r)Tax Returns. As
		soon as practicable and in any event within thirty (30) days following the
		filing thereof, copies of each Federal income tax return filed by or on behalf
		of any Credit Party;

(s)Good Standing Certificates. Within ten (10) days of each anniversary of the
		Closing Date, a certificate of good standing for each Credit Party from the
		appropriate governmental officer in its jurisdiction of incorporation,
		formation or organization;





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(t)Rate Management Transactions. As soon as practicable and in any event within fifteen
		(15) days of the occurrence thereof, written notice of any Credit Party's entry
		into a Rate Management Transaction and, as soon as practicable and in any event
		within thirty (30) days of the end of each calendar month, the aggregate Net
		Mark-to-Market Exposure of Holdings and each other Credit Party under any Rate
		Management Transactions as at the end of such month;

(u)Violations of Terrorism Laws. Promptly (i) if any Credit Party obtains knowledge
		that any Credit Party or any Person which owns, directly or indirectly, any
		Capital Stock of any Credit Party, or any other holder at any time of any
		direct or indirect equitable, legal or beneficial interest therein is the
		subject of any of the Terrorism Laws, such Credit Party will notify
		Administrative Agent and (ii) upon the request of any Lender, such Credit Party
		will provide any information such Lender believes is reasonably necessary to be
		delivered to comply with the Patriot Act; and

(v)Other Information. (A) Promptly upon their becoming available, copies of
		(i) all financial statements, reports, notices and proxy statements sent
		or made available generally by Holdings to its security holders acting in such
		capacity or by any Subsidiary of Holdings to its security holders other than
		Holdings or another Subsidiary of Holdings, (ii) all regular and periodic
		reports and all registration statements and prospectuses, if any, filed by
		Holdings or any of its Subsidiaries with any securities exchange or with the
		Securities and Exchange Commission or any governmental or private regulatory
		authority, (iii) all press releases and other statements made available
		generally by Holdings or any of its Subsidiaries to the public concerning
		material developments in the business of Holdings or any of its Subsidiaries,
		(B) promptly after submission to any Governmental Authority, all documents and
		information furnished to such Governmental Authority in connection with any
		investigation of any Credit Party (other than any routine inquiry), (C)
		promptly upon receipt thereof, copies of all financial reports (including,
		without limitation, management letters) submitted to any Credit Party by its
		auditors in connection with any annual or interim audit of the books thereof
		and (C) such other information and data with respect to Holdings or any of its
		Subsidiaries as from time to time may be reasonably requested by Administrative
		Agent.

5.2 Existence.Except as otherwise permitted under Section 6.8, each
		Credit Party will, and will cause each of its Subsidiaries to, at all times
		preserve and keep in full force and effect its existence and all rights and
		Governmental Authorizations, qualifications, franchises, licenses and permits
		material to its business and to conduct its business in each jurisdiction in
		which its business is conducted;provided, that
		no Credit Party or any of its Subsidiaries shall be required to preserve any
		such existence, right or Governmental Authorizations, qualifications,
		franchise, licenses and permits if such Person's board of directors, managing
		members (or similar governing body) shall determine that the preservation
		thereof is no longer desirable in the conduct of the business of such Person,
		and that the loss thereof is not disadvantageous in any material respect to
		such Person or to Lenders.

5.3 Payment of Taxes and Claims.Each Credit Party will, and will cause
		each of its Subsidiaries to, pay all Taxes imposed upon it or any of its
		properties or assets or in respect of any of its income, businesses or
		franchises before any penalty or fine in excess of $50,000 accrues thereon, and
		all claims (including claims for labor, services, materials and supplies)
		for





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sums that have become due and payable and
		that by law have or may become a Lien upon any of its properties or assets,
		prior to the time when any penalty or fine shall be incurred with respect
		thereto;provided, that no such Tax or claim need be paid if it is being
		contested in good faith by appropriate proceedings promptly instituted and
		diligently conducted, so long as (a) adequate reserve or other appropriate
		provision, as shall be required in conformity with GAAP shall have been made
		therefore, and (b) in the case of a Tax or claim which has or may become a Lien
		against any of the Collateral, such contest proceedings conclusively operate to
		stay the sale of any portion of the Collateral to satisfy such Tax or claim. No
		Credit Party will, nor will it permit any of its Subsidiaries to, file or
		consent to the filing of any consolidated income tax return with any Person
		(other than Holdings or any of its Subsidiaries). Each Credit Party will (a)
		withhold from each payment made to any of its past or present employees,
		officers or directors, and to any non resident of the country in which it is
		resident, the amount of all Taxes and other deductions required to be withheld
		therefrom and pay the same to the proper tax or other receiving officers within
		the time required under any applicable laws and (b) collect from all Persons
		the amount of all Taxes required to be collected from them and remit the same
		to the proper tax or other receiving officers within the time required under
		any applicable laws.

5.4 Maintenance of Properties.Each Credit Party will, and will cause
		each of its Subsidiaries to, (a) maintain or cause to be maintained in good
		repair, working order and condition, ordinary wear and tear excepted, all
		material properties used or useful in the business of Holdings and its
		Subsidiaries and from time to time will make or cause to be made all
		appropriate repairs, renewals and replacements thereof and (b) comply at all
		times with the provisions of all material leases to which it is a party as
		lessee or under which it occupies property, so as to prevent any loss or
		forfeiture thereof or thereunder.

5.5 Insurance.Holdings will maintain and cause each of its
		Subsidiaries to maintain, insurance with reputable insurance companies or
		associations (including, without limitation, comprehensive general liability,
		environmental liability, hazard, rent, property, credit and business
		interruption insurance) with respect to its properties (including all equipment
		and Inventory and all real properties leased or owned by it) and business, in
		such amounts and covering such risks as is required by any Governmental
		Authority having jurisdiction with respect thereto or as is carried generally
		in accordance with sound business practice by companies in similar businesses
		similarly situated and in any event in amount, adequacy and scope reasonably
		satisfactory to the Agents. Without limiting the generality of the foregoing,
		Holdings will maintain or cause to be maintained (a) flood insurance with
		respect to each Flood Hazard Property that is located in a community that
		participates in the National Flood Insurance Program, in each case in
		compliance with any applicable regulations of the Board of Governors of the
		Federal Reserve System, and (b) replacement value casualty insurance on the
		Collateral under such policies of insurance, with such insurance companies, in
		such amounts, with such deductibles, and covering such risks as are at all
		times carried or maintained under similar circumstances by Persons of
		established reputation of similar size and engaged in similar businesses. Each
		such policy of insurance shall (i) name Collateral Agent, on behalf of Lenders
		as an additional insured thereunder as its interests may appear, and (ii) in
		the case of each casualty insurance policy, contain a loss payable clause or
		endorsement, reasonably satisfactory in form and substance to Collateral Agent,
		that names Collateral Agent, on behalf of Secured Parties, as the loss payee
		thereunder and provides for at least thirty (30) days' prior written notice to
		Collateral Agent of any modification or cancellation of such policy and that no
		act or default





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of Holdings or any other Person shall affect
		the right of the Collateral Agent to recover under such policy or policies in
		case of loss or damage.

5.6 Books and Records; Inspections.Each Credit Party will, and will cause
		each of its Subsidiaries to, (a) keep adequate books of record and account in
		which full, true and correct entries are made of all dealings and transactions
		in relation to its business and activities and (b) permit any representatives
		designated by Administrative Agent or any Lender (including employees of
		Administrative Agent, any Lender or any consultants, auditors, accountants,
		lawyers and appraisers retained by Administrative Agent) to visit and inspect
		any of the properties of any Credit Party and any of its respective
		Subsidiaries, to conduct audits, valuations and/or field examinations of any
		Credit Party and any of its respective Subsidiaries, to inspect, copy and take
		extracts from its and their financial and accounting records, and to discuss
		its and their affairs, finances and accounts with its and their officers and
		independent accountants and auditors, all upon reasonable notice and at such
		reasonable times during normal business hours (so long as no Default or Event
		of Default has occurred and is continuing) and as often as may reasonably be
		requested and by this provision the Credit Parties authorize such accountants
		to discuss with Administrative Agent and Lender and such representatives the
		affairs, finances and accounts of Holdings and its Subsidiaries. The Credit
		Parties agree to pay the (i) the examiner's out-of-pocket costs and expenses
		incurred in connection with all such visits, audits, inspections, valuations
		and field examinations and (ii) the costs of all visits, audits, inspections,
		valuations and field examinations conducted by a third party on behalf of the
		Agents, Borrowing Base Agent and the Lenders;provided, that
		so long as no Event of Default has occurred and is continuing, the Credit
		Parties shall only be responsible to pay for the costs of four (4) field
		audits, three (3) inventory appraisals, one (1) machinery and equipment
		appraisal and one (1) real estate appraisal, in each case in any calendar year.
		The Credit Parties acknowledge that Administrative Agent, after exercising its
		rights of inspection, may prepare and distribute to the Lenders certain reports
		pertaining to the Credit Parties' assets for internal use by Administrative
		Agent and the Lenders. After the occurrence and during the continuance of any
		Event of Default, each Credit Party shall provide Administrative Agent and each
		Lender with access to its customers and suppliers.

5.7 Lenders Meetings.Holdings and its Subsidiaries will, upon the request of
		Administrative Agent or Requisite Lenders, participate in a meeting of
		Administrative Agent and Lenders once during each Fiscal Year to be held at the
		corporate offices of Holdings (or at such other location as may be agreed to by
		Holdings and Administrative Agent) at such time as may be agreed to by Holdings
		and Administrative Agent.

5.8 Compliance with Laws.Each Credit Party will comply, and
		shall cause each of its Subsidiaries and all other Persons, if any, on or
		occupying any Facilities to comply, with the requirements of all material
		applicable laws, rules, statutes, regulations and orders of any Governmental
		Authority (including all Environmental Laws). Each Credit Party shall take all
		reasonable and necessary actions to ensure that no portion of the Loans will be
		used, disbursed or distributed for any purpose, or to any Person, directly or
		indirectly, in violation of any of the Terrorism Laws and shall take all
		reasonable and necessary action to comply in all material respects with all
		Terrorism Laws with respect thereto.





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5.9 Environmental.

(a)Environmental Disclosure. Holdings will deliver to Administrative Agent and
		Lenders:

(i) as soon as practicable following receipt
		thereof, copies of all environmental audits, investigations, analyses and
		reports of any kind or character, whether prepared by personnel of Holdings or
		any of its Subsidiaries or by independent consultants, governmental authorities
		or any other Persons, with respect to significant environmental matters at any
		Facility or with respect to any Environmental Claims;

(ii) promptly upon the occurrence thereof,
		written notice describing in reasonable detail (1) any Release required to be
		reported to any Governmental Authority under any applicable Environmental Laws,
		(2) any remedial action taken by Holdings or any other Person in response to
		(A) any Hazardous Materials Activities the existence of which has a reasonable
		possibility of resulting in one or more Environmental Claims having,
		individually or in the aggregate, a Material Adverse Effect, or (B) any
		Environmental Claims that, individually or in the aggregate, have a reasonable
		possibility of resulting in a Material Adverse Effect, and (3) Holdings or any
		of its Subsidiaries discovery of any occurrence or condition on any real
		property adjoining or in the vicinity of any Facility that could cause such
		Facility or any part thereof to be subject to any material restrictions on the
		ownership, occupancy, transferability or use thereof under any Environmental
		Laws;

(iii) as soon as practicable following the
		sending or receipt thereof by Holdings or any of its Subsidiaries, a copy of
		any and all written communications with respect to (1) any Environmental Claims
		that, individually or in the aggregate, have a reasonable possibility of giving
		rise to a Material Adverse Effect, (2) any unpermitted Release required to be
		reported to any Federal, state or local governmental or regulatory agency, and
		(3) any request for information from any governmental agency that suggests such
		agency is investigating whether Holdings or any of its Subsidiaries may be
		potentially responsible for any Hazardous Materials Activity;

(iv) prompt written notice describing in
		reasonable detail (1) any proposed acquisition of stock, assets, or property by
		Holdings or any of its Subsidiaries that could reasonably be expected to (A)
		expose Holdings or any of its Subsidiaries to, or result in, Environmental
		Claims that could reasonably be expected to have, individually or in the
		aggregate, a Material Adverse Effect or (B) affect the ability of Holdings or
		any of its Subsidiaries to maintain in full force and effect all material
		Governmental Authorizations required under any Environmental Laws for their
		respective operations and (2) any proposed action to be taken by Holdings or
		any of its Subsidiaries to modify current operations in a manner that could
		reasonably be expected to subject Holdings or any of its Subsidiaries to any
		additional material obligations or requirements under any Environmental Laws;
		and

(v) with reasonable promptness, such other
		documents and information as from time to time may be reasonably requested by
		Administrative Agent in relation to any matters disclosed pursuant to this
		Section 5.9(a).





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(b)Hazardous Materials Activities, Etc. Each Credit Party shall promptly take, and shall cause
		each of its Subsidiaries promptly to take, any and all actions necessary to (i)
		cure any violation of applicable Environmental Laws by such Credit Party or its
		Subsidiaries that could reasonably be expected to have, individually or in the
		aggregate, a Material Adverse Effect, and (ii) make an appropriate response to
		any Environmental Claim against such Credit Party or any of its Subsidiaries
		and discharge any obligations it may have to any Person thereunder where
		failure to do so could reasonably be expected to have, individually or in the
		aggregate, a Material Adverse Effect;provided,
		however, no cure to a violation or to discharge an obligation under an
		Environmental Claim is required (subject to the approval of the Requisite
		Lenders, which approval will not be unreasonably withheld) while the Credit
		Party is contesting in good faith the underlying violation, Environmental Claim
		or obligations.

(c)Right of Access and Inspection. With respect to any event described in Section 5.9(a),
		or if an Event of Default has occurred and is continuing, or if Administrative
		Agent reasonably believes that Holdings or any Subsidiary has breached any
		representation, warranty or covenant related to environmental matters
		(including those contained in Sections 4.11, 4.14, 5.8 or 5.9):

(i) Administrative Agent and its
		representatives shall have the right, but not the obligation or duty, to enter
		the Facilities at reasonable times for the purposes of observing the
		Facilities. Such access shall include, at the reasonable request of
		Administrative Agent, access to relevant documents and employees of Holdings
		and its Subsidiaries and to their outside representatives, to the extent
		necessary to obtain necessary information related to the event at issue. If an
		Event of Default has occurred and is continuing, the Credit Parties shall
		conduct such tests and investigations on the Facilities or relevant portion
		thereof, as reasonably requested by Administrative Agent, including the
		preparation of a Phase I Report or such other sampling or analysis as
		determined to be necessary under the circumstances by a qualified environmental
		engineer or consultant. If an Event of Default has occurred and is continuing,
		and if a Credit Party does not undertake such tests and investigations in a
		reasonably timely manner following the request of Administrative Agent,
		Administrative Agent may hire an independent engineer, at the Credit
		Parties’ expense, to conduct such tests and investigations.
		Administrative Agent will make all reasonable efforts to conduct any such tests
		and investigations so as to avoid interfering with the operation of the
		Facility

(ii) Any observations, tests or
		investigations of the Facilities by or on behalf of Administrative Agent shall
		be solely for the purpose of protecting the Lenders security interests and
		rights under the Credit Documents. The exercise of Administrative Agent’s
		rights under this Subsection (c) shall not constitute a waiver of any default
		of any Credit Party or impose any liability on Administrative Agent or any of
		the Lenders. In no event will any observation, test or investigation by or on
		behalf of Administrative Agent be a representation that Hazardous Materials are
		or are not present in, on or under any of the Facilities, or that there has
		been or will be compliance with any Environmental Law and Administrative Agent
		shall not be deemed to have made any representation or warranty to any party
		regarding the truth, accuracy or completeness of any report or findings with
		regard thereto. Neither any Credit Party nor any other party is entitled to
		rely on any observation, test or investigation by or on behalf of
		Administrative Agent. Administrative Agent and the Lenders owe no duty of care
		to protect any Credit Party or any other party against, or to inform any Credit
		Party or any other party of, any





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Hazardous Materials or any other adverse
		condition affecting any of the Facilities. Administrative Agent may, in its
		sole discretion, disclose to the applicable Credit Party, or to any other party
		if so required by law, any report or findings made as a result of, or in
		connection with, its observations, tests or investigations. If a request is
		made of Administrative Agent to disclose any such report or finding to any
		third party, then Administrative Agent shall endeavor to give the applicable
		Credit Party prior notice of such disclosure and afford such Credit Party the
		opportunity to object or defend against such disclosure at its own and sole
		cost;provided, that the failure of Administrative Agent to give any
		such notice or afford such Credit Party the opportunity to object or defend
		against such disclosure shall not result in any liability to Administrative
		Agent. Each Credit Party acknowledges that it may be obligated to notify
		relevant Governmental Authorities regarding the results of any observation,
		test or investigation disclosed to such Credit Party, and that such reporting
		requirements are site and fact-specific and are to be evaluated by such Credit
		Party without advice or assistance from Administrative Agent.

(d) If counsel to Holdings or any of its
		Subsidiaries reasonably determines (1) that provision to Administrative Agent
		of a document otherwise required to be provided pursuant to this Section 5.9
		(or any other provision of this Agreement or any other Credit Document relating
		to environmental matters) would jeopardize an applicable attorney-client or
		work product privilege pertaining to such document, then Holdings or its
		Subsidiary shall not be obligated to deliver such document to Administrative
		Agent but shall provide Administrative Agent with a notice identifying the
		author and recipient of such document and generally describing the contents of
		the document. Upon request of Administrative Agent, Holdings and its
		Subsidiaries shall take all reasonable steps necessary to provide
		Administrative Agent with the factual information contained in any such
		privileged document.

5.10 Subsidiaries.In the event that any Person becomes a Subsidiary of
		Holdings, Holdings shall promptly and, in any event, within five (5) Business
		Days following such Person becoming a Subsidiary (a) cause such Subsidiary to
		become a Guarantor hereunder and a Grantor under the Pledge and Security
		Agreement by executing and delivering to Administrative Agent and Collateral
		Agent a Counterpart Agreement, and (b) take all such actions and execute and
		deliver, or cause to be executed and delivered, all such documents,
		instruments, agreements, and certificates as are similar to those described in
		Section 3.1. In the event that any Person becomes a Foreign Subsidiary of
		Holdings, and the ownership interests of such Foreign Subsidiary are owned by
		Holdings or by any Domestic Subsidiary thereof, Holdings shall, or shall cause
		such Domestic Subsidiary to, deliver, all such documents, instruments,
		agreements, and certificates as are similar to those described in Section 3.1,
		and Holdings shall take, or shall cause such Domestic Subsidiary to take, all
		of the actions referred to in Section 3.1 necessary to grant and to perfect a
		First Priority Lien in favor of Collateral Agent, for the benefit of Secured
		Parties (subject to any Permitted Liens), under the Pledge and Security
		Agreement in sixty five percent (65%) of such ownership interests. With respect
		to each such Subsidiary, Holdings shall promptly send to Administrative Agent
		written notice setting forth with respect to such Person (i) the date on which
		such Person became a Subsidiary of Holdings, and (ii) all of the data required
		to be set forth in Schedules 4.1 and 4.2 with respect to all Subsidiaries of
		Holdings;provided, that
		such written notice shall be deemed to supplement Schedule 4.1 and 4.2 for all
		purposes hereof.





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5.11 Additional Material Real Estate
		Assets.In the event that any Credit
		Party acquires a Material Real Estate Asset after the Closing Date or a Real
		Estate Asset owned or leased on the Closing Date becomes a Material Real Estate
		Asset and such interest has not otherwise been made subject to the Lien of the
		Collateral Documents in favor of Collateral Agent, for the benefit of Secured
		Parties, then such Credit Party, promptly and, in any event, within five (5)
		Business Days following the acquisition of such Material Real Estate Asset, or
		promptly and, in any event, within five (5) Business Days after a Real Estate
		Asset owned or leased on the Closing Date becomes a Material Real Estate Asset,
		shall take all such actions and execute and deliver, or cause to be executed
		and delivered, all such mortgages, documents, instruments, agreements, opinions
		and certificates similar to those described in Section 3.1 with respect to each
		such Material Real Estate Asset that Collateral Agent shall reasonably request
		to create in favor of Collateral Agent, for the benefit of Secured Parties, a
		valid and, subject to any filing and/or recording referred to herein, perfected
		First Priority security interest in such Material Real Estate Assets (subject
		to any Permitted Liens). In addition to the foregoing, Holdings shall, at the
		request of Requisite Lenders, deliver, from time to time, to Administrative
		Agent such appraisals as are required by law or regulation of Real Estate
		Assets with respect to which Collateral Agent has been granted a Lien.

5.12 [RESERVED].

5.13 Interest Rate Protection.No later than one hundred eighty (180)
		days following the Closing Date and at all times thereafter, Holdings shall
		enter into, and shall thereafter maintain, or caused to be maintained, one or
		more Interest Rate Agreements which shall be either interest rate cap
		agreements or interest rate collar agreements or interest rate swap agreements
		that are unsecured (unless otherwise approved in writing by the Agents) with
		one or more financial institutions acceptable to Administrative Agent for a
		term of not less than two (2) years and otherwise in form and substance
		reasonably satisfactory to Administrative Agent, which Interest Rate Agreements
		shall effectively limit the Unadjusted LIBOR Rate Component of the interest
		costs to Holdings with respect to an aggregate notional principal amount of not
		less than $25 million of the aggregate principal amount of the Tranche A Term
		Loans outstanding from time to time (based on the assumption that such notional
		principal amount was a LIBOR Rate Loan with an Interest Period of three
		months).

5.14 Further Assurances.At any time or from time to time upon the request of
		Administrative Agent, each Credit Party will, at its expense, promptly execute,
		acknowledge and deliver such further documents and do such other acts and
		things as Administrative Agent or Collateral Agent may reasonably request in
		order to effect fully the purposes of the Credit Documents, including providing
		Lenders with any information reasonably requested pursuant to Section 10.22. In
		furtherance and not in limitation of the foregoing, each Credit Party shall
		take such actions as Administrative Agent or Collateral Agent may reasonably
		request from time to time to ensure that the Obligations are guarantied by the
		Guarantors and are secured by substantially all of the assets of Holdings, and
		its Subsidiaries and all of the outstanding Capital Stock of each Subsidiary of
		Holdings (subject to limitations contained in the Credit Documents with respect
		to Foreign Subsidiaries).

5.15 Miscellaneous Business Covenants.Unless otherwise consented to by
		Agents, Borrowing Base Agent and Requisite Lenders:





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(a)Non-Consolidation. Holdings will and will cause each of its Subsidiaries
		to: (i) maintain entity records and books of account separate from those of any
		other entity which is an Affiliate of such entity; (ii) not commingle its funds
		or assets with those of any other entity which is an Affiliate of such entity;
		and (iii) provide that its board of directors or other analogous governing body
		will hold all appropriate meetings to authorize and approve such entity's
		actions, which meetings will be separate from those of other entities.

(b)Cash Management Systems. Holdings and its Subsidiaries shall establish and
		maintain cash management systems reasonably acceptable to Administrative Agent,
		including with respect to blocked account arrangements.

(c)Conduct of Business. Holdings and its Subsidiaries shall continue to engage
		in business of the same general types as now conducted by them.

5.16 Use of Proceeds.The proceeds of the Loans will be used only to refinance
		the Existing Indebtedness, for working capital and general corporate purposes
		and to pay fees and expenses relating to such refinancing and the transactions
		contemplated by this Agreement. The Letters of Credit will be used for working
		capital and general corporate purposes. No part of the proceeds of any Loan and
		no Letter of Credit will be used, whether directly or indirectly, for any
		purpose that entails a violation of any law, including Regulations T, U and X
		of the Board of Governors of the Federal Reserve System.

5.17 Post Closing Matters.Holdings shall, and shall cause each of
		the Credit Parties to, satisfy the requirements set forth on Schedule 5.17
		(including, without limitation, entering into Mexican security documents in
		form and substance reasonably satisfactory to Agents) on or before the date
		specified for such requirement or such later date to be determined by the
		Administrative Agent.

5.18 Dutch Parallel Debts.

(a)Dutch Parallel Debts.

(i) Each of the Borrower and the Guarantors
		undertakes with the Collateral Agent to pay to the Collateral Agent its Dutch
		Parallel Debts.

(ii) This Section 5.18(a) is:

(A) for the purposes of ensuring the
		validity and effect of any security interest in the Collateral which is
		governed by the laws of The Netherlands and granted or to be granted by
		Borrower or any Guarantor pursuant to the terms of the Credit Documents;
		and

(b) without prejudice to the other
		provisions of the Credit Documents.

(iii) Each Dutch Parallel Debt is a separate
		and independent obligation and shall not constitute the Collateral Agent, any
		other Agent and any Lender as joint creditors of any Underlying Debt.





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(b)Fallback Position.

(i) Notwithstanding any provision to the
		contrary contained in Section 5.18(a)(i), if any Dutch Parallel Debt
		constitutes the Collateral Agent as a joint creditor with any other Agent or
		any Lender, the Collateral Agent may determine (at its discretion) that any
		such Dutch Parallel Debts shall be combined into one single Dutch Parallel Debt
		(a Combined Dutch Parallel Debt), whereupon those Dutch Parallel
		Debts shall be combined into a Combined Dutch Parallel Debt:

(A)the amount of a combined Dutch Parallel
		Debt shall be equal to the aggregate amount of all of the Underlying Debts
		combined into it;

(B)which shall, if the Underlying Debts
		are expressed in different currencies, be expressed in such of those currencies
		as the Collateral Agent may determine;

(C)which shall, if the Underlying Debts
		combined into it fall due at different times, fall due in parts corresponding
		to those Underlying Debts (but otherwise in accordance with Section 2.11) and

(D) to which this Agreement shall otherwise
		apply as if the Dutch Combined Parallel Debt were a Dutch Parallel Debt.

(ii) If any Underlying Debt is avoided or
		reduced other than (A) as a result of payment to, or recovery or discharge by,
		the Agent or Lender to which the Underlying Debt is owed; or (B) otherwise with
		the consent of such Agent or Lender, then the amount of the Dutch Parallel Debt
		corresponding to that Underlying Debt shall be equal to the amount that the
		Underlying Debt would have been if the avoidance or reduction had not
		occurred.

(c)Payment.

(i) No Borrower or Guarantor may pay any
		Dutch Parallel Debt other than at the instruction of, and in the manner
		determined by, the Collateral Agent.

(ii) Without prejudice to subclause (c)(i)
		above, no Borrower or Guarantor shall be obliged to pay any Dutch Parallel Debt
		before the corresponding Underlying Debt has fallen due.

(iii) All payments to be made by Borrower
		or a Guarantor in respect of its Dutch Parallel Debts shall be calculated and
		be made without (and clear of any deduction for) set-off or counterclaim.

(iv) Any payment made, or amount recovered,
		in respect of Borrower's or a Guarantor's Dutch Parallel Debts shall reduce the
		Underlying Debts owed to an Agent or Lender by the amount which that Agent or
		Lender has received out of any such payment or recovery under the Loan
		Documents.





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(d)Collateral Agent. Notwithstanding any provision to the contrary
		contained in any Loan Document, in relation to the Dutch Parallel Debts and any
		security governed by the laws of The Netherlands:

(i) the Collateral Agent shall (and the
		Lenders and the Administrative Agent hereby authorize the Collateral Agent to)
		act in its own name and not as agent of any other Agent or Lender (but always
		for the benefit of any such Agents, Borrowing Base Agent and Lenders in
		accordance with the provisions of the Loan Documents); and

(ii)the rights, powers and authorities
		vested in the Collateral Agent pursuant to the Loan Documents are subject to
		any mandatory restrictions imposed by the laws of the
		Netherlands.

5.19 NRF Financing. If at any time Holdings shall reasonably request the
		Agents and Lenders to do so, Credit Parties shall enter into an amendment to
		this Agreement or a separate credit agreement, on terms and conditions, and in
		form and substance, reasonably satisfactory to the Agents and the Lenders that
		shall provide that NRF shall borrow not less than $10,000,000 and not more than
		$15,000,000 from the Agents and the Lenders holding Tranche A Term Loan
		Exposure, in a separate credit agreement, on terms and conditions substantially
		the same as set forth in this Agreement with respect to the Tranche A Term Loan
		(provided that such new borrowing shall have a different maturity date from the
		Tranche A Term Loan) and otherwise be reasonably satisfactory to the Agents and
		the Lenders, which terms and conditions shall include without limitation, that
		(x) NRF shall grant a perfected, first priority security interest in all of its
		assets to the Collateral Agent, for the benefit of the Agents and Lenders to
		secure such new borrowings of NRF, and (y) Borrower and each of its
		Subsidiaries shall guarantee such borrowings by NRF and grant a perfected
		security interest in all of their assets to the Collateral Agent, for the
		benefit of the Agents and Lenders to secure the obligations under such
		guaranty. Silver Point and/or or one or more of its Affiliates or Related Funds
		shall use commercially reasonable efforts to provide, at a commercially
		reasonable interest rate, working capital financing to NRF to replace the
		financing provided by Fortis Bank if Fortis Bank is no longer willing to
		provide such financing to NRF, provided that any such financing by Silver Point
		and/or or one or more of its Affiliates or Related Funds shall be subject to
		(A) their satisfactory completion of business and legal due diligence of NRF
		and its Subsidiaries and (B) their credit approval.

5.20 Manufacturera Mexicana De Partes De
		Automoviles SA de CV.On or before the
		date that is 90 days after the Closing Date, Credit Parties shall have caused
		Aftermarket Delaware Corporation to transfer all of its equity in Manufacturera
		Mexicana De Partes De Automoviles SA de CV to a directly wholly-owned Domestic
		Subsidiary of Aftermarket Delaware Corporation, reasonably acceptable to the
		Agents on terms and conditions and pursuant to documents reasonably acceptable
		to the Agents and, to the extent the equity of such Domestic Subsidiary has not
		previously been pledged to secure the Collateral, pledge 100% of its equity
		interest in such Domestic Subsidiary to secure the Obligations and such
		Domestic Subsidiary shall take all actions required of each such Domestic
		Subsidiary under Section 5.10, including, without limitation, becoming a
		Guarantor hereunder and a Grantor under the Pledge and Security Agreement by
		executing and delivering to Administrative Agent and Collateral Agent a
		Counterpart Agreement. Thereafter, on or before the date that is 90 days after





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the Closing Date, Credit Parties shall have
		caused Aftermarket Delaware Corporation to transfer all of the equity of such
		Domestic Subsidiary that holds the equity in Manufacturera Mexicana De Partes
		De Automoviles SA de CV formerly held by Aftermarket Delaware Corporation to
		Borrower on terms and conditions and pursuant to documents reasonably
		acceptable to the Agents and Borrower shall pledge 100% of its equity interest
		in such Domestic Subsidiary to secure the Obligations. After giving effect to
		the transfers referred to above, Aftermarket Delaware Corporation's only assets
		shall be its equity ownership in NRF and the intercompany Indebtedness owed by
		Borrower to Aftermarket Delaware Corporation and the only asset owned by such
		Domestic Subsidiary shall be its equity ownership of Manufacturera Mexicana De
		Partes De Automoviles SA de CV and each such entity shall have no liabilities
		other than under this Agreement and the other Credit Documents. The Credit
		Parties hereby agree that they shall indemnify the Agents, Borrowing Base
		Agent, Aftermarket Delaware Corporation and the Lenders for all costs and
		expenses (including, without limitation, any tax liability) incurred in
		connection with the transfers contemplated by this Section 5.20.

SECTION 6. NEGATIVE COVENANTS

Each Credit Party covenants and agrees that,
		so long as any Commitment is in effect and until payment in full of all
		Obligations and cancellation or expiration of all Letters of Credit, such
		Credit Party shall perform, and shall cause each of its Subsidiaries to
		perform, all covenants in this Section 6.

6.1 Indebtedness.No Credit Party shall, nor shall it permit any of its
		Subsidiaries to, directly or indirectly, create, incur, assume or guaranty, or
		otherwise become or remain directly or indirectly liable with respect to any
		Indebtedness, except:

(a) the Obligations;

(b) Indebtedness of any Guarantor to
		Borrower or to any other Guarantor, or of Borrower to any Guarantor;provided, that, (i) all such Indebtedness shall be evidenced by
		promissory notes and all such notes shall be subject to a First Priority Lien
		pursuant to the Pledge and Security Agreement, (ii) all such Indebtedness shall
		be unsecured and subordinated in right of payment to the payment in full of the
		Obligations pursuant to the terms of the applicable promissory notes or an
		intercompany subordination agreement that in any such case, is reasonably
		satisfactory to Administrative Agent, (iii) any payment by any such Guarantor
		under any guaranty of the Obligations shall result in a pro tanto reduction of
		the amount of any Indebtedness owed by such Subsidiary to Borrower or to any of
		its Subsidiaries for whose benefit such payment is made and (iv) no adverse tax
		consequences shall result from the incurrence of such Indebtedness;

(c) Indebtedness of NRF described in clause
		(i) of Section 5.19;

(d) Indebtedness which may be deemed to
		exist pursuant to any guaranties, performance, surety, statutory, appeal or
		similar obligations incurred in the ordinary course of business;





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(e) Indebtedness in respect of netting
		services, overdraft protections and otherwise in connection with customary
		Deposit Accounts maintained by a Credit Party as part of its ordinary cash
		management program;

(f) Performance guaranties in the ordinary
		course of business and consistent with historic practices of the obligations of
		suppliers, customers, franchisees and licensees of Holdings and its
		Subsidiaries;

(g) guaranties by Borrower of Indebtedness
		of a Subsidiary that guarantees the Obligations of Borrower hereunder or
		guaranties by a Subsidiary of Borrower whose Obligations are guaranteed by such
		Subsidiary of Indebtedness of Borrower or a Subsidiary of Borrower that
		guarantees the Obligations of Borrower with respect, in each case, to
		Indebtedness otherwise permitted to be incurred pursuant to this Section
		6.1;

(h) Indebtedness described in Schedule 6.1,
		but not any extensions, renewals or replacements of such Indebtedness except
		(i) renewals and extensions expressly provided for in the agreements evidencing
		any such Indebtedness as the same are in effect on the date of this Agreement,
		and (ii) refinancings and extensions of any such Indebtedness if the terms and
		conditions thereof, including those relating to amortization, maturity,
		collateral and subordination, are not less favorable to the obligor thereon or
		to the Lenders than the Indebtedness being refinanced or extended and are
		otherwise on prevailing market terms and conditions, and the average life to
		maturity thereof is greater than or equal to that of the Indebtedness being
		refinanced or extended;provided, that
		such Indebtedness permitted under the immediately preceding clause (i) or (ii)
		above shall not (A) include Indebtedness of an obligor that was not an obligor
		with respect to the Indebtedness being extended, renewed or refinanced, (B)
		exceed in a principal amount the Indebtedness being renewed, extended or
		refinanced, or (C) be incurred, created or assumed if any Default or Event of
		Default has occurred and is continuing or would result therefrom;

(i) Indebtedness of Holdings or any of its
		Subsidiaries with respect to Capital Leases;provided, that
		the principal amount of such Indebtedness, when aggregated with the principal
		amount of all Indebtedness incurred under clause (j) below, shall not exceed at
		any time $2,000,000 in the aggregate for all Credit Parties;

(j) purchase money Indebtedness of Holdings
		or any of its Subsidiaries;provided, that,
		(i) any such Indebtedness (A) shall be secured only by the asset acquired in
		connection with the incurrence of such Indebtedness, and (B) shall constitute
		not less than ninety five percent (95%) of the aggregate consideration paid
		with respect to such asset, and (ii) the aggregate amount of all such
		Indebtedness, when aggregated with the principal amount of all Indebtedness
		incurred under clause (i) above, shall not exceed at any time $2,000,000 in the
		aggregate for all Credit Parties;

(k) current unsecured trade, utility or
		nonextraordinary accounts payable (including without limitation, operating
		leases and short term Indebtedness owed to vendors) arising in the ordinary
		course of Holdings’ or such Subsidiary’s businesses;





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(l) Indebtedness arising from judgments or
		decrees in circumstances not constituting an Event of Default under Section
		8.1(h);

(m) Indebtedness of NRF (other than
		Indebtedness described in clause (c) above and clause (o) below) in an
		aggregate amount at any time not to exceed 5,000,000 (including any
		undrawn amounts under any credit facility);provided, that
		for the period up to ten (10) days after the Closing Date, such amount shall be
		permitted to be 6,500,000;

(n) obligations under Interest Rate
		Agreements and Currency Agreements not entered into for speculative purposes
		and approved by the Administrative Agent;

(o) Indebtedness of a Subsidiary of Holdings
		that is not a Guarantor to Holdings or any Guarantor;provided, that,
		(i) all such Indebtedness shall be evidenced by promissory notes and all such
		notes shall be subject to a First Priority Lien pursuant to the Pledge and
		Security Agreement, (ii) all such Indebtedness shall be secured pursuant to
		agreements reasonably satisfactory to Administrative Agent, and (iii) the
		aggregate principal amount of all such Indebtedness shall not exceed $3,000,000
		at any time outstanding; and

(p) Indebtedness of Holdings or any
		Guarantor to NRF;provided, that,
		(i) all such Indebtedness shall be unsecured and subordinated in right of
		payment to the payment in full of the Obligations pursuant to the terms of the
		applicable promissory notes or an intercompany subordination agreement that in
		any such case, is reasonably satisfactory to Administrative Agent, (ii) the
		aggregate principal amount of all such Indebtedness shall not exceed $5,000,000
		at any time outstanding and (iii) no adverse tax consequences shall result from
		the incurrence of such Indebtedness;

provided, that no Indebtedness otherwise permitted by clauses
		(c), (h), (i), or (j) shall be assumed, created, or otherwise refinanced if a
		Default or Event of Default has occurred or would result therefrom.

6.2 Liens.No Credit Party shall, nor shall it permit any of its
		Subsidiaries to, directly or indirectly, create, incur, assume or permit to
		exist any Lien on or with respect to any property or asset of any kind
		(including any document or instrument in respect of goods or Accounts and any
		Security) of Holdings or any of its Subsidiaries, whether now owned or
		hereafter acquired, or any income or profits therefrom, or file or permit the
		filing of, or permit to remain in effect, any financing statement or other
		similar notice of any Lien with respect to any such property, asset, income or
		profits under the UCC of any State or other jurisdiction or under any similar
		recording or notice statute, except:

(a) Liens in favor of Collateral Agent for
		the benefit of Secured Parties granted pursuant to any Credit Document;

(b) Liens for Taxes if obligations with
		respect to such Taxes are being contested in good faith by appropriate
		proceedings promptly instituted and diligently conducted so long as such
		reserves or other appropriate provisions, if any, as shall be required by GAAP
		shall have been made for any such contested amounts;





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(c) statutory Liens of landlords, banks (and
		rights of set off), of carriers, warehousemen, mechanics, repairmen, workmen
		and materialmen, and other Liens imposed by law (other than any such Lien
		imposed pursuant to Section 401 (a)(29) or 412(n) of the Internal Revenue Code
		or by ERISA), in each case incurred in the ordinary course of business (i) for
		amounts not yet overdue, or (ii) for amounts that are overdue and that (in the
		case of any such amounts overdue for a period in excess of ten (10) days) are
		being contested in good faith by appropriate proceedings, so long as such
		reserves or other appropriate provisions, if any, as shall be required by GAAP
		shall have been made for any such contested amounts;

(d) Liens incurred in the ordinary course of
		business in connection with workers compensation, unemployment insurance
		and other types of social security, or to secure the performance of tenders,
		statutory obligations, surety and appeal bonds, bids, leases, government
		contracts, trade contracts, performance and return of money bonds and other
		similar obligations (exclusive of obligations for the payment of borrowed
		money, lease-purchase agreements, or other Indebtedness), so long as no
		foreclosure, sale or similar proceedings have been commenced with respect to
		any portion of the Collateral on account thereof;

(e) easements, rights of way, restrictions,
		encroachments, and other minor defects or irregularities in title, in each case
		which do not and will not interfere in any material respect with the value or
		use of the property to which such Lien is attached or with the ordinary conduct
		of the business of Holdings or any of its Subsidiaries;

(f) attachments, judgments and other similar
		Liens (other than any judgment that is described in Section 8.1(h) and
		constitutes an Event of Default thereunder), arising in connection with court
		proceedings, provided that the execution or other enforcement of such Liens is
		effectively stayed within 30 days and claims secured thereby are being actively
		contested in good faith by appropriate proceedings;

(g) purported Liens evidenced by the filing
		of precautionary UCC financing statements relating solely to operating leases
		of personal property entered into in the ordinary course of business;

(h) any zoning or similar law or right
		reserved to or vested in any governmental office or agency to control or
		regulate the use of any real property, in each case which do not and will not
		interfere with or affect in any material respect the use, value or operations
		of any Closing Date Mortgaged Property or Material Real Estate Asset or the
		ordinary conduct of the business of Holdings or such Subsidiary;

(i) Liens described in Schedule 6.2 or on a
		Title Policy delivered pursuant to Section 3.1(g)(iv);

(j) Liens existing on the Closing Date
		described in Schedule 6.2 and any renewals or refinancing of the Indebtedness
		secured thereby to the extent permitted by Section 6.1(i);

(k) Liens securing Indebtedness permitted
		pursuant to Section 6.1(i) or (j);provided, that
		any such Lien shall encumber only the asset acquired with the proceeds of such
		Indebtedness and shall be created substantially simultaneously with the
		acquisition of such asset;





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(l) Liens in favor of customs and revenue
		authorities arising as a matter of law to secure payments of custom duties in
		connection with the importation of goods;

(m) Liens securing Indebtedness permitted
		pursuant to Section 6.1(c) and Section 6.1(o); and

(n) Liens in favor of Enterex Industrial
		Co., Ltd.;providedthat, such Liens are subject to the Intercreditor
		Agreement.

6.3 No Further Negative Pledges.Except with respect to (a) specific
		property encumbered to secure payment of particular Indebtedness or to be sold
		pursuant to an executed agreement with respect to an Asset Sale permitted under
		Section 6.8 and (b) restrictions by reason of customary provisions restricting
		assignments, subletting or other transfers contained in leases, licenses and
		similar agreements entered into in the ordinary course of business
		(providedthat such restrictions are limited to the property or
		assets secured by such Liens or the property or assets subject to such leases,
		licenses or similar agreements, as the case may be) no Credit Party shall, nor
		shall it permit any of its Subsidiaries to, enter into any agreement
		prohibiting the creation or assumption of any Lien upon any of its properties
		or assets, whether now owned or hereafter acquired.

6.4 Restricted Junior Payments.No Credit Party shall, nor shall it
		permit any of its Subsidiaries or Affiliates through any manner or means or
		through any other Person to, directly or indirectly, declare, order, pay, make
		or set apart, or agree to declare, order, pay, make or set apart, any sum for
		any Restricted Junior Payment except that (i) Holdings Subsidiaries may
		make Restricted Junior Payments to Holdings and (ii) Holdings may make
		Restricted Junior Payments to Paul S. Wilhide consisting of (x) an increase in
		the liquidation preference of the 12,781 outstanding shares of Series Preferred
		B Stock of Holdings held by Paul S. Wilhide on the Closing Date from $100 per
		share to $348.3727 per share and (y) a cash dividend plus interest and a cash
		bonus in an aggregate amount not to exceed $1,350,000. Nothing contained in
		this Section 6.4 shall operate to permit or authorized the payment of any
		management or similar fee to Affiliatesunless such payment is also permitted
		under Section 6.11 and Section 6.21.

6.5 Restrictions on Subsidiary
		Distributions.Except as provided
		herein, no Credit Party shall, nor shall it permit any of its Subsidiaries to,
		create or otherwise cause or suffer to exist or become effective any consensual
		encumbrance or restriction of any kind on the ability of any Subsidiary of
		Holdings to (a) pay dividends or make any other distributions on any of such
		Subsidiarys Capital Stock owned by Holdings or any other Subsidiary of
		Holdings, (b) repay or prepay any Indebtedness owed by such Subsidiary to
		Holdings or any other Subsidiary of Holdings, (c) make loans or advances to
		Holdings or any other Subsidiary of Holdings, or (d) transfer any of its
		property or assets to Holdings or any other Subsidiary of Holdings other than
		restrictions (i) in agreements evidencing Indebtedness permitted by Section
		6.1(k) that impose restrictions on the property so acquired, (ii) by reason of
		customary provisions restricting assignments, subletting or other transfers
		contained in leases, licenses, joint venture agreements and similar agreements
		entered into in the ordinary course of business to the extent such agreements
		are permitted hereunder, (iii) that are or were created by virtue of any
		transfer of, agreement to transfer or option or right with respect to any
		property, assets or Capital Stock not





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otherwise prohibited under this Agreement,
		(iv) under Contingent Obligations in existence on the date hereof, (v) under
		applicable law, and (vi) any agreements relating to permitted Indebtedness
		incurred by a Subsidiary prior to the date of acquisition by the Borrower or
		another Subsidiary. No Credit Party shall, nor shall it permit its Subsidiaries
		to, enter into any Contractual Obligation which would prohibit a Subsidiary of
		Holdings from becoming a Credit Party.

6.6 Investments.No Credit Party shall, nor shall it permit any of its
		Subsidiaries to, directly or indirectly, make or own any Investment in any
		Person, including without limitation any Joint Venture, except:

(a) Except as set forth on Schedule 6.6,
		Investments in Cash and Cash Equivalents;provided, that,
		the aggregate amount of Cash and Cash Equivalents permitted to be held pursuant
		to this clause (a) shall not exceed $250,000 for any period of five (5)
		consecutive days;

(b) equity Investments owned as of the
		Closing Date in any Subsidiary and Investments made after the Closing Date in
		any wholly owned Guarantor Subsidiaries of Holdings;

(c) Investments (i) received in connection
		with the bankruptcy or reorganization of, or settlement of delinquent accounts
		and disputes with, customers and suppliers, in each case in the ordinary course
		of business, and (ii) constituting deposits, prepayments and other credits to
		suppliers made in the ordinary course of business consistent with the past
		practices of Holdings and its Subsidiaries;

(d) intercompany loans to the extent
		permitted under Section 6.1(b) and Section 6.1(o);

(e) Consolidated Capital Expenditures
		permitted by Section 6.7(d);

(f) Investments consisting of Interest Rate
		Agreements otherwise permitted by Section 6.1.

(g) Investments described in Schedule 6.6;

(h) other Investments in an aggregate amount
		not to exceed at any time $100,000; and

(i) Guarantees otherwise permitted by
		Section 6.1.

Notwithstanding the foregoing, in no event
		shall any Credit Party make any Investment which results in or facilitates in
		any manner any Restricted Junior Payment not otherwise permitted under the
		terms of Section 6.4. Notwithstanding the foregoing, no Investment otherwise
		permitted by clause (d), (f), (g) or (h) shall be permitted if any Default or
		Event of Default has occurred and is continuing or would result
		therefrom.





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6.7 Financial Covenants.

(a)Fixed Charge Coverage Ratio. Holdings shall not permit the Fixed Charge Coverage
		Ratio as of the last day of any testing period, beginning with the six (6)
		months ending September 30, 2007, to be less than the correlative ratio
		indicated:



Period
			 
			 Fixed Charge Coverage Ratio6 months ending
				  September 30, 2007
			 
			 1.20:1.0012 months ending
				  December 31, 2007
			 
			 0.90:1.0012 months ending
				  December 31, 2008
			 
			 1.10:1.0012 months ending
				  December 31, 2009
			 
			 1.30:1.0012 months ending
				  December 31, 2010
			 
			 1.40:1.0012 months ending
				  December 31, 2011
			 
			 1.50:1.00


(b)Senior Leverage Ratio. Holdings shall not
		permit the Senior Leverage Ratio as of the last day of any testing period,
		beginning with the 9 months ending September 30, 2007, to exceed the
		correlative ratio indicated:



Period
			 
			 Senior Leverage
				  Ratio9 months ending
				  September 30, 2007
			 
			 5.00:1.0012 months ending
				  December 31, 2007
			 
			 3.60:1.0012 months ending
				  December 31, 2008
			 
			 2.00:1.0012 months ending
				  December 31, 2009
			 
			 2.00:1.0012 months ending
				  December 31, 2010
			 
			 2.00:1.0012 months ending
				  December 31, 2011
			 
			 2.00:1.00






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(c)Consolidated Adjusted EBITDA. Holdings shall not permit Consolidated Adjusted EBITDA
		as at the end of the applicable testing period below, beginning with the three
		months ending September 30, 2007, for the applicable period set forth below
		then ended to be less than the correlative amount indicated:



Period
			 
			 Consolidated Adjusted
				  EBITDA3 months ending
				  September 30, 2007
			 
			 $10,300,00012 months ending
				  December 31, 2007
			 
			 $18,300,00012 months ending
				  December 31, 2008
			 
			 $27,000,00012 months ending
				  December 31, 2009
			 
			 $30,000,00012 months ending
				  December 31, 2010
			 
			 $33,200,00012 months ending
				  December 31, 2011
			 
			 $36,700,000


(c)Maximum Consolidated Capital
		Expenditures. Holdings shall not, and
		shall not permit its Subsidiaries to, make or incur Consolidated Capital
		Expenditures, in any Fiscal Year indicated below, in an aggregate amount for
		all of its Subsidiaries in excess of the corresponding amount set forth below
		opposite such Fiscal Year:



Fiscal Year
			 
			 Consolidated Capital
				  Expenditures2007
			 
			 $5,500,0002008
			 
			 $9,000,0002009
			 
			 $9,000,0002010
			 
			 $9,000,0002011
			 
			 $9,000,0002012
			 
			 $9,000,000






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Anything to the foregoing notwithstanding,
		(i) in the event that the amount of Consolidated Capital Expenditures permitted
		to be made by Holdings and its Subsidiaries pursuant to hereto in any period
		(before giving effect to any increase in such permitted expenditure amount
		pursuant to this clause (i)) is greater than the amount of such Consolidated
		Capital Expenditures actually made by Holdings and its Subsidiaries during such
		fiscal year, such excess may be carried forward and utilized to make
		Consolidated Capital Expenditures in the succeeding year in an aggregate amount
		equal to 50% of such excess amount, and (ii) Consolidated Capital Expenditures
		made pursuant to thisSection
		6.7(d)during any fiscal year shall be
		deemed madefirst, in respect of amounts permitted for such fiscal year
		as provided above (without giving effect to amounts carried over from any prior
		fiscal year pursuant to clause (i) above) andsecond, in
		respect of the excess amount carried over from any prior fiscal year pursuant
		to clause (i) above.

(e)Maximum Lease Obligations. Create, incur or suffer to exist, or permit any of its
		Subsidiaries to create, incur or suffer to exist, any obligations as lessee (i)
		for the payment of rent for any personal property in connection with any sale
		and leaseback transaction, or (ii) for the payment of rent for any personal
		property under leases or agreements to lease other than (A) obligations in
		respect of Capital Leases which would not cause the aggregate amount of all
		obligations under Capitalized Leases entered into after the Closing Date owing
		by all Credit Parties and their Subsidiaries to exceed $800,000 in any Fiscal
		Year, and (B) Operating Lease Obligations which would not cause the aggregate
		amount of all Operating Lease Obligations owing by all Credit Parties and their
		Subsidiaries (x) in any Fiscal Year to exceed $10,300,000 and (y) during the
		term of this Agreement to exceed $51,500,000;provided, that
		if any branches are sold, the amounts set forth in this sub-clause (B) shall be
		reduced by the amount of the Operating Lease Obligation that corresponds to
		such sold branch.

(f)Fixed Charge Coverage Ratio. Holdings Domestic Subsidiaries and Proliance
		International de Mexico SA de CV shall not permit the Fixed Charge Coverage
		Ratio as of the last day of any testing period, beginning with the nine (9)
		months ending September 30, 2007, to be less than the correlative ratio
		indicated:



Period
			 
			 Fixed Charge Coverage Ratio9 months ending
				  September 30, 2007
			 
			 0.60:1.0012 months ending
				  December 31, 2007
			 
			 0.80:1.0012 months ending
				  March 31, 2008
			 
			 1.00:1.0012 months ending
				  June 30, 2008
			 
			 1.40:1.0012 months ending September
				  30, 2008
			 
			 1.40:1.00






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Period
			 
			 Fixed Charge Coverage Ratio12 months ending
				  December 31, 2008
			 
			 1.40:1.0012 months ending
				  March 31, 2009
			 
			 1.50:1.0012 months ending
				  June 30, 2009
			 
			 1.50:1.0012 months ending September 30,
				  2009
			 
			 1.50:1.0012 months ending
				  December 31, 2009
			 
			 1.50:1.0012 months ending
				  March 31, 2010
			 
			 1.60:1.0012 months ending
				  June 30, 2010
			 
			 1.60:1.0012 months ending
				  September 30, 2010
			 
			 1.60:1.0012 months ending
				  December 31, 2010
			 
			 1.60:1.0012 months ending
				  March 31, 2011
			 
			 1.70:1.0012 months ending
				  June 30, 2011
			 
			 1.70:1.0012 months ending
				  September 30, 2011
			 
			 1.70:1.0012 months ending
				  December 31, 2011
			 
			 1.70:1.0012 months ending
				  March 31, 2012
			 
			 1.80:1.0012 months ending
				  June 30, 2012
			 
			 1.80:1.00






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(g)Senior Leverage Ratio. Holdings Domestic Subsidiaries and Proliance
		International de Mexico SA de CV shall not permit the Senior Leverage Ratio as
		of the last day of any testing period, beginning with the nine (9) months
		ending September 30, 2007, to exceed the correlative ratio indicated:



Period
			 
			 Senior Leverage 
				  Ratio9 months ending September 30,
				  2007
			 
			 6.70:1.0012 months ending December 31,
				  2007
			 
			 4.70:1.0012 months ending March 31,
				  2008
			 
			 3.60:1.0012 months ending June 30,
				  2008
			 
			 2.70:1.0012 months ending September 30,
				  2008
			 
			 2.10:1.0012 months ending December 31,
				  2008
			 
			 2.00:1.0012 months ending March 31, 2009 and
				  each quarter ending thereafter
			 
			 2.00:1.00


(h)Consolidated Adjusted EBITDA. Holdings Domestic Subsidiaries and Proliance
		International de Mexico SA de CV shall not permit Consolidated Adjusted EBITDA
		as at the end of any testing period, beginning with the month
		endingJuly 31, 2007, for the applicable period then ended to
		be less than the correlative amount indicated:



Period
			 
			 Consolidated  Adjusted
				  EBITDA1 month ending July 31, 2007
			 
			 $1,300,0002 months ending August 31,
				  2007
			 
			 $4,500,0003 months ending September 30,
				  2007
			 
			 $7,600,0004 months ending October 31,
				  2007
			 
			 $9,900,0005 months November 30, 2007
			 
			 $12,000,000






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Period
			 
			 Consolidated  Adjusted
				  EBITDA12 months ending December 31,
				  2007
			 
			 $13,700,00012 months ending March 31,
				  2008
			 
			 $17,800,00012 months ending June 30,
				  2008
			 
			 $24,000,00012 months ending September 30,
				  2008
			 
			 $25,400,00012 months ending December 31,
				  2008
			 
			 $25,400,00012 months ending March 31,
				  2009
			 
			 $26,150,00012 months ending June 30,
				  2009
			 
			 $26,900,00012 months ending September 30,
				  2009
			 
			 $27,650,00012 months ending December 31,
				  2009
			 
			 $28,400,00012 months ending March 31,
				  2010
			 
			 $29,150,00012 months ending June 30,
				  2010
			 
			 $29,900,00012 months ending September 30,
				  2010
			 
			 $30,650,000December 31, 2010
			 
			 $31,400,000March 31, 2011
			 
			 $32,150,000June 30, 2011
			 
			 $32,900,000September 30, 2011
			 
			 $33,650,000December 31, 2011
			 
			 $34,400,000March 31, 2012
			 
			 $35,150,000June 30, 2012
			 
			 $35,900,000


(i)Maximum Consolidated Capital
		Expenditures. Holdings Domestic
		Subsidiaries and Proliance International de Mexico SA de CV shall not, and
		shall not permit





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their Subsidiaries to, make or incur
		Consolidated Capital Expenditures, in any Fiscal Year indicated below, in an
		aggregate amount for all of its Subsidiaries in excess of the corresponding
		amount set forth below opposite such Fiscal Year:



Fiscal Year
			 
			 Consolidated Capital
				  Expenditures2007
			 
			 $2,600,0002008
			 
			 $6,300,0002009
			 
			 $7,000,0002010
			 
			 $7,000,0002011
			 
			 $7,000,0002012
			 
			 $7,000,000


Anything to the foregoing notwithstanding,
		(i) in the event that the amount of Consolidated Capital Expenditures permitted
		to be made by Holdings Domestic Subsidiaries and Proliance International
		de Mexico SA de CV and their Subsidiaries pursuant to hereto in any period
		(before giving effect to any increase in such permitted expenditure amount
		pursuant to this clause (i)) is greater than the amount of such Consolidated
		Capital Expenditures actually made by Holdings Domestic Subsidiaries and
		Proliance International de Mexico SA de CV and their Subsidiaries during such
		fiscal year, such excess may be carried forward and utilized to make
		Consolidated Capital Expenditures in the succeeding year in an aggregate amount
		equal to 50% of such excess amount, and (ii) Consolidated Capital Expenditures
		made pursuant to thisSection
		6.7(i)during any fiscal year shall be
		deemed madefirst, in respect of amounts permitted for such fiscal year
		as provided above (without giving effect to amounts carried over from any prior
		fiscal year pursuant to clause (i) above) andsecond, in
		respect of the excess amount carried over from any prior fiscal year pursuant
		to clause (i) above.

(j)Maximum Lease Obligations. Create, incur or suffer to exist, or permit any of its
		Subsidiaries to create, incur or suffer to exist, any obligations as lessee (i)
		for the payment of rent for any personal property in connection with any sale
		and leaseback transaction, or (ii) for the payment of rent for any personal
		property under leases or agreements to lease other than (A) obligations in
		respect of Capital Leases which would not cause the aggregate amount of all
		obligations under Capitalized Leases entered into after the Closing Date owing
		by all Credit Parties and their Subsidiaries to exceed $750,000 in any Fiscal
		Year, and (B) Operating Lease Obligations which would not cause the aggregate
		amount of all Operating Lease Obligations owing by all Holdings Domestic
		Subsidiaries and Proliance International de Mexico SA de CV and their
		Subsidiaries (x) in any Fiscal Year to exceed $9,000,000 and (y) during the
		term of this Agreement to exceed $45,000,000;provided, that
		if any branches are sold, the amounts set forth in this sub-clause (B) shall be
		reduced by the amount of the Operating Lease Obligation that corresponds to
		such sold branch.





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(k)NRF Consolidated Total Debt. NRF shall not permit Consolidated Total Debt as of the
		last day of the period specified below, beginning with the three months ending
		June 30, 2007, to exceed the applicable amount indicated:



Period
			 
			 Consolidated Total
				  Debt3 months ending June 30, 2007
			 
			 5,000,0003 months ending September 30,
				  2007
			 
			 3,500,00012 months ending December 31,
				  2007
			 
			 1,000,00012 months ending March 31, 2008
			 
			 3,500,00012 months ending June 30,
				  2008
			 
			 5,000,00012 months ending September 30,
				  2008
			 
			 3,500,00012 months ending December 31,
				  2008
			 
			 1,000,00012 months ending March 31,
				  2009
			 
			 3,500,00012 months ending June 30,
				  2009
			 
			 5,000,00012 months ending September 30,
				  2009
			 
			 3,500,00012 months ending December 31,
				  2009
			 
			 1,000,00012 months ending March 31, 2010
			 
			 3,500,00012 months ending June 30,
				  2010
			 
			 5,000,00012 months ending September 30,
				  2010
			 
			 3,500,00012 months ending December 31,
				  2010
			 
			 1,000,00012 months ending March 31,
				  2011
			 
			 3,500,000






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Period
			 
			 Consolidated Total
				  Debt12 months ending June 30,
				  2011
			 
			 5,000,00012 months ending September 30,
				  2011
			 
			 3,500,00012 months ending December 31,
				  2011
			 
			 1,000,00012 months ending March 31,
				  2012
			 
			 3,500,00012 months ending June 30,
				  2012
			 
			 5,000,000


(l)NRF Consolidated Adjusted EBITDA. NRF shall not permit Consolidated Adjusted EBITDA as
		at the end of any testing period, beginning with the one (1) month ending July
		31, 2007, for the applicable period then ended to be less than the correlative
		amount indicated:



Period
			 
			 Consolidated  Adjusted
				  EBITDA1 month ending July 31, 2007
			 
			 $820,0002 months ending August 31,
				  2007
			 
			 $1,650,0003 months ending September 30,
				  2007
			 
			 $2,250,0004 months ending October 31,
				  2007
			 
			 $2,650,0005 months November 30, 2007
			 
			 $3,125,00012 months ending December 31,
				  2007
			 
			 $4,590,00012 months ending March 31,
				  2008
			 
			 $4,840,00012 months ending June 30,
				  2008
			 
			 $5,090,00012 months ending September 30,
				  2008
			 
			 $5,340,00012 months ending December 31,
				  2008
			 
			 $5,590,000






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Period
			 
			 Consolidated  Adjusted
				  EBITDA12 months ending March 31,
				  2009
			 
			 $5,840,00012 months ending June 30,
				  2009
			 
			 $6,090,00012 months ending September 30,
				  2009
			 
			 $6,340,00012 months ending December 31,
				  2009
			 
			 $6,590,00012 months ending March 31,
				  2010
			 
			 $6,840,00012 months ending June 30,
				  2010
			 
			 $7,000,00012 months ending September 30,
				  2010
			 
			 $7,000,000December 31, 2010
			 
			 $7,000,000March 31, 2011
			 
			 $7,000,000June 30, 2011
			 
			 $7,000,000September 30, 2011
			 
			 $7,000,000December 31, 2011
			 
			 $7,000,000March 31, 2012
			 
			 $7,000,000June 30, 2012
			 
			 $7,000,000


(m)Maximum Consolidated Capital
		Expenditures. NRF shall not, and shall
		not permit its Subsidiaries to, make or incur Consolidated Capital
		Expenditures, in any Fiscal Year indicated below, in an aggregate amount for
		all of its Subsidiaries in excess of the corresponding amount set forth below
		opposite such Fiscal Year:



Fiscal Year
			 
			 Consolidated Capital
				  Expenditures2007
			 
			 2,000,0002008
			 
			 3,000,0002009
			 
			 3,000,0002010
			 
			  2,000,0002011
			 
			 2,000,0002012
			 
			 2,000,000


Anything to the foregoing notwithstanding,
		(i) in the event that the amount of Consolidated Capital Expenditures permitted
		to be made by NRF and its Subsidiaries pursuant to





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hereto in any period (before giving effect
		to any increase in such permitted expenditure amount pursuant to this clause
		(i)) is greater than the amount of such Consolidated Capital Expenditures
		actually made by NRF and its Subsidiaries during such fiscal year, such excess
		may be carried forward and utilized to make Consolidated Capital Expenditures
		in the succeeding year in an aggregate amount equal to 50% of such excess
		amount, and (ii) Consolidated Capital Expenditures made pursuant to thisSection 6.7(m)during any fiscal year shall be deemed madefirst, in respect of amounts permitted for such fiscal year
		as provided above (without giving effect to amounts carried over from any prior
		fiscal year pursuant to clause (i) above) andsecond, in
		respect of the excess amount carried over from any prior fiscal year pursuant
		to clause (i) above.

(n)Maximum Lease Obligations. NRF shall not create, incur or suffer to exist, or
		permit any of its Subsidiaries to create, incur or suffer to exist, any
		obligations as lessee (i) for the payment of rent for any personal property in
		connection with any sale and leaseback transaction, or (ii) for the payment of
		rent for any personal property under leases or agreements to lease other than
		(A) obligations in respect of Capital Leases which would not cause the
		aggregate amount of all obligations under Capitalized Leases entered into after
		the Closing Date owing by NRF and its Subsidiaries in any Fiscal Year to exceed
		100,000, and (B) Operating Lease Obligations which would not cause the
		aggregate amount of all Operating Lease Obligations owing by NRF and its
		Subsidiaries (x) in any Fiscal Year to exceed $900,000 and (y) during the term
		of this Agreement to exceed $4,500,000;provided, that
		if any branches are sold, the amounts set forth in this sub-clause (B) shall be
		reduced by the amount of the Operating Lease Obligation that corresponds to
		such sold branch.

Notwithstanding anything to the contrary
		contained in this Section 6.7, after the date the Borrower has repaid the
		Tranche A Term Loan in amount equal to at least $20,000,000, (1) Sections
		6.7(f) through (n) shall (A) no longer be applicable, (B) not be tested after
		such date of repayment and (C) be deemed to have been deleted from this
		Agreement and (2) after such date of repayment, all the financial covenants set
		forth in Sections 6.7(a) through (e) shall be tested on a quarterly basis for
		the four (4) quarter period then ended and Borrower and the Administrative
		Agent and the Required Lenders shall negotiate in good faith to determine such
		quarterly financial covenants based on the same criteria used for establishing
		the existing annual financial covenants and, in the event that the Borrower and
		the Administrative Agent and the Required Lenders are unable to agree upon the
		quarterly financial covenants and enter into an amendment to this Agreement
		providing for the quarterly financial covenants, in each case, on or before the
		date that is 30 days after the date of such repayment, the existing annual
		financial covenant levels for the succeeding year shall be used for each
		quarterly period within such succeeding year.

6.8
		Fundamental Changes; Disposition of Assets; Acquisitions.No Credit Party shall, nor shall it permit any of its
		Subsidiaries to, enter into any transaction of merger or consolidation, or
		liquidate, wind up or dissolve itself (or suffer any liquidation or
		dissolution), or convey, sell, lease or sublease (as lessor or sublessor),
		exchange, transfer or otherwise dispose of, in one transaction or a series of
		transactions, all or any part of its business, assets or property of any kind
		whatsoever, whether real, personal or mixed and whether tangible or intangible,
		whether now owned or hereafter acquired, or acquire by purchase or otherwise
		(other than purchases or other acquisitions of inventory, materials and
		equipment and Capital Expenditures





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in the ordinary course of business) the
		business, property or fixed assets of, or stock or other evidence of beneficial
		ownership of, any Person or any division or line of business or other business
		unit of any Person, except:

(a) any Subsidiary of Holdings may be merged
		with or into Borrower or any Guarantor, or be liquidated, wound up or
		dissolved, or all or any part of its business, property or assets may be
		conveyed, sold, leased, transferred or otherwise disposed of, in one
		transaction or a series of transactions, to Borrower or any Guarantor;provided, that, in the case of such a merger, Borrower or such
		Guarantor, as applicable, shall be the continuing or surviving Person;

(b) sales or other dispositions of assets
		(i) that do not constitute Asset Sales or (ii) made to Borrower or any
		Guarantor;

(c) Asset Sales, the proceeds of which when
		aggregated with the proceeds of all other Asset Sales or series of related
		Asset Sales made within the same Fiscal Year, are less than $10,000,000 in
		aggregate;provided, that, (1) the consideration received for such assets
		shall be in an amount at least equal to the fair market value thereof
		(determined in good faith by the board of directors (or similar governing body)
		of such Person), (2) no less than one hundred percent (100%) thereof shall be
		paid in Cash unless otherwise approved by the Requisite Lenders, and (3) the
		Net Asset Sale Proceeds thereof shall be applied as required by Section
		2.13(a);

(d) Investments made in accordance with
		Section 6.6;

(e) sales of Accounts in the ordinary course
		of business pursuant to Borrowers Customer Agreements;provided, that
		in each case, the parties to a Customer Agreement shall have entered into a
		consent agreement with Borrower and Collateral Agent, in form and substance
		reasonably satisfactory to Collateral Agent, which provides, among other
		things, that all payments due and owing to Borrower under such customer
		agreement shall be directly deposited in a blocked account under the control of
		the Collateral Agent;

(f) issuance of Capital Stock pursuant to
		employee benefit plans.

6.9 Disposal of Subsidiary
		Interests.Except for any sale of all
		of its interests in the Capital Stock of any of its Subsidiaries in compliance
		with the provisions of Section 6.8, no Credit Party shall, nor shall it permit
		any of its Subsidiaries to, (a) directly or indirectly sell, assign, pledge or
		otherwise encumber or dispose of any Capital Stock of any of its Subsidiaries,
		except to qualify directors if required by applicable law; or (b) directly or
		indirectly to sell, assign, pledge or otherwise encumber or dispose of any
		Capital Stock of any of its Subsidiaries, except to another Credit Party
		(subject to the restrictions on such disposition otherwise imposed hereunder),
		or to qualify directors if required by applicable law.

6.10Sales and Lease
		Backs.Except in connection with Asset
		Sales permitted pursuant to Section 6.8, no Credit Party shall, nor shall it
		permit any of its Subsidiaries to, directly or indirectly, become or remain
		liable as lessee or as a guarantor or other surety with respect to any lease of
		any property (whether real, personal or mixed), whether now owned or hereafter
		acquired, which such Credit Party (a) has sold or transferred or is to sell or
		to transfer to any other Person (other than Holdings or any of its
		Subsidiaries) or (b) intends to use for substantially the same purpose as any
		other property which has been or is to be sold or





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transferred by such Credit Party to any
		Person (other than Holdings or any of its Subsidiaries) in connection with such
		lease.

6.11 Transactions with
		Shareholders and Affiliates.No Credit
		Party shall, nor shall it permit any of its Subsidiaries to, directly or
		indirectly, enter into or permit to exist any transaction (including the
		purchase, sale, lease or exchange of any property or the rendering of any
		service) with any holder of ten percent (10%) or more of any class of Capital
		Stock of Holdings or any of its Subsidiaries or with any Affiliate of Holdings
		or of any such holder, on terms that are less favorable to Holdings or that
		Subsidiary, as the case may be, than those that might be obtained at the time
		from a Person who is not such a holder or Affiliate;provided, that
		the foregoing restriction shall not apply to (a) any transaction between any
		Credit Parties otherwise permitted hereunder; (c) reasonable compensation
		arrangements for officers and other employees of Holdings and its Subsidiaries
		entered into in the ordinary course of business; and (d) transactions described
		in Schedule 6.11 or permitted under Section 6.21;provided,further, however, notwithstanding the foregoing, neither
		Holdings nor any of its Subsidiaries shall pay any management or similar fees,
		or any other fees or payments to any Affiliate of Holdings except to the extent
		permitted under Section 6.21. Holdings shall disclose in writing each
		transaction with any holder of ten percent (10%) or more of any class of
		Capital Stock of Holdings or any of its Subsidiaries or with any Affiliate of
		Holdings or of any such holder to Administrative Agent.

6.12 Conduct of Business.From and after the Closing Date, no
		Credit Party shall, nor shall it permit any of its Subsidiaries to, engage in
		any business other than the businesses engaged in by such Credit Party on the
		Closing Date or any business reasonable related or ancillary thereto.

6.13
		Intentionally Omitted.

6.14 Amendments or Waivers
		of Certain Contractual Obligations.No
		Credit Party shall nor shall it permit any of its Subsidiaries to, agree to any
		amendment, restatement, replacement, refinancing, supplement or other
		modification to, or waiver or termination of any of its material rights under
		any Material Contract if such amendment, restatement, replacement, refinancing,
		supplement or other modification or waiver or termination would be adverse to
		the Agents or the Lenders, in each case, after the Closing Date without
		obtaining the prior written consent of the Administrative Agent and the
		Requisite Lenders to such amendment, restatement, replacement, refinancing,
		supplement or other modification or waiver or termination.

6.15 Customers
		and Suppliers.Each Credit Party shall
		use reasonable best efforts to prevent the termination, cancellation or
		limitation of, or modification to or change in, the business relationship
		between (i) any Credit Party, on the one hand, and any customer or any group
		thereof, on the other hand, whose agreements with any Credit Party are
		individually or in the aggregate material to the business or operations of such
		Credit Party, or (ii) any Credit Party, on the one hand, and any material
		supplier thereof, on the other hand.

6.16 Fiscal Year.No Credit Party shall, nor shall it
		permit any of its Subsidiaries to change its Fiscal Year end from December 31,
		except that NRFs fiscal year shall end on November 30th.





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6.17 Deposit Accounts.No Credit Party shall establish or maintain a Deposit
		Account that is not a Blocked Account and no Credit Party will deposit proceeds
		in a Deposit Account which is not a Blocked Account.

6.18 Amendments to Organizational
		Agreements.No Credit Party shall
		substantively amend or permit any substantive amendments to any Credit Party's
		Organizational Documents.

6.19 Prepayments of Certain Indebtedness.No Credit Party shall, directly or
		indirectly, voluntarily purchase, redeem, defease or prepay any principal of,
		premium, if any, interest or other amount payable in respect of any
		Indebtedness prior to its scheduled maturity, other than (i) the Obligations,
		and (ii) Indebtedness secured by a Permitted Liens if the asset securing such
		Indebtedness has been sold or otherwise disposed of in accordance with Section
		6.8.

6.20 Issuance of Capital Stock.Other than Holdings, no Credit Party
		shall not, nor shall it permit any of its Subsidiaries to, issue or sell or
		enter into any agreement or arrangement for the issuance and sale of any shares
		of its Capital Stock, any securities convertible into or exchangeable for its
		Capital Stock, or any warrants, options or other rights for the purchase or
		acquisition of shares of its Capital Stock. No Credit Party shall, nor shall it
		permit any of its Subsidiaries to, issue or sell any Disqualified Capital
		Stock. No Credit Party shall, nor shall it permit any of its Subsidiaries to,
		issue or sell any Disqualified Capital Stock.

6.21 Affiliate Payments.Except as set forth on Schedule 6.21, no Credit Party
		shall pay or otherwise advance, directly or indirectly, any management,
		consulting or other fees to an Affiliate.

6.22 Nuevo Laredo. At no time shall Proliance International de Mexico SA
		de CV own assets in excess of $2,000,000 (excluding any intercompany
		receivables and other intercompany assets) or generate any revenue in excess of
		$5,000,000 (excluding any revenue from sales to Holdings).

SECTION 7. GUARANTY

7.1 Guaranty of the Obligations.(a) Subject to the provisions of
		Section 7.2, Guarantors jointly and severally hereby irrevocably and
		unconditionally guaranty to Administrative Agent for the ratable benefit of the
		Beneficiaries the due and punctual payment in full of all Obligations when the
		same shall become due, whether at stated maturity, by required prepayment,
		declaration, acceleration, demand or otherwise (including amounts that would
		become due but for the operation of the automatic stay under Section 362(a) of
		the Bankruptcy Code, 11 U.S.C. §362(a)) (collectively, theGuaranteed
		Obligations).

(b) Each Guarantor indemnifies each
		Beneficiary immediately on demand against any costs, loss or liability suffered
		by that Beneficiary if any obligation guaranteed by it is or becomes
		unenforceable, invalid or illegal. The amount of the cost, loss or liability
		shall be equal to the amount which that Beneficiary would otherwise have been
		entitled to recover.



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7.2 Contribution by Guarantors.All Guarantors desire to allocate among
		themselves (collectively, theContributing Guarantors), in a fair and equitable manner, their obligations
		arising under this Guaranty. Accordingly, in the event any payment or
		distribution is made on any date by a Guarantor (aFunding Guarantor) under this Guaranty such that its Aggregate Payments
		exceeds its Fair Share as of such date, such Funding Guarantor shall be
		entitled to a contribution from each of the other Contributing Guarantors in an
		amount sufficient to cause each Contributing Guarantor's Aggregate Payments to
		equal its Fair Share as of such date.Fair Sharemeans, with respect to a Contributing Guarantor as of
		any date of determination, an amount equal to (a) the ratio of (i) the Fair
		Share Contribution Amount with respect to such Contributing Guarantor, to (ii)
		the aggregate of the Fair Share Contribution Amounts with respect to all
		Contributing Guarantors multiplied by, (b) the aggregate amount paid or
		distributed on or before such date by all Funding Guarantors under this
		Guaranty in respect of the obligations Guaranteed.Fair Share Contribution
		Amountmeans, with respect to a
		Contributing Guarantor as of any date of determination, the maximum aggregate
		amount of the obligations of such Contributing Guarantor under this Guaranty
		that would not render its obligations hereunder or thereunder subject to
		avoidance as a fraudulent transfer or conveyance under Section 548 of the
		Bankruptcy Code or any comparable applicable provisions of state law;provided, that, solely for purposes of calculating the Fair
		Share Contribution Amount with respect to any Contributing Guarantor for
		purposes of this Section 7.2, any assets or liabilities of such Contributing
		Guarantor arising by virtue of any rights to subrogation, reimbursement or
		indemnification or any rights to or obligations of contribution hereunder shall
		not be considered as assets or liabilities of such Contributing Guarantor.Aggregate
		Paymentsmeans, with respect to a
		Contributing Guarantor as of any date of determination, an amount equal to (1)
		the aggregate amount of all payments and distributions made on or before such
		date by such Contributing Guarantor in respect of this Guaranty (including in
		respect of this Section 7.2), minus (2) the aggregate amount of all payments
		received on or before such date by such Contributing Guarantor from the other
		Contributing Guarantors as contributions under this Section 7.2. The amounts
		payable as contributions hereunder shall be determined as of the date on which
		the related payment or distribution is made by the applicable Funding
		Guarantor. The allocation among Contributing Guarantors of their obligations as
		set forth in this Section 7.2 shall not be construed in any way to limit the
		liability of any Contributing Guarantor hereunder. Each Guarantor is a third
		party beneficiary to the contribution agreement set forth in this Section
		7.2.

7.3 Payment by Guarantors.Subject to Section 7.2, Guarantors
		hereby jointly and severally agree, in furtherance of the foregoing and not in
		limitation of any other right which any Beneficiary may have at law or in
		equity against any Guarantor by virtue hereof, that upon the failure of
		Borrower to pay any of the Guaranteed Obligations when and as the same shall
		become due, whether at stated maturity, by required prepayment, declaration,
		acceleration, demand or otherwise (including amounts that would become due but
		for the operation of the automatic stay under Section 362(a) of the Bankruptcy
		Code, 11 U.S.C. §362(a), Guarantors will upon demand pay, or cause to be
		paid, in Cash, to Administrative Agent for the ratable benefit of
		Beneficiaries, an amount equal to the sum of the unpaid principal amount of all
		Guaranteed Obligations then due as aforesaid, accrued and unpaid interest on
		such Guaranteed Obligations (including interest which, but for Borrower's
		becoming the subject of a case under the Bankruptcy Code, would have accrued on
		such Guaranteed Obligations, whether or not a claim is allowed against



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Borrower for such interest in the related
		bankruptcy case) and all other Guaranteed Obligations then owed to
		Beneficiaries as aforesaid.

7.4 Liability of Guarantors Absolute.Each Guarantor agrees that its
		obligations hereunder are irrevocable, absolute, independent and unconditional
		and shall not be affected by any circumstance which constitutes a legal or
		equitable discharge of a guarantor or surety other than payment in full of the
		Guaranteed Obligations. In furtherance of the foregoing and without limiting
		the generality thereof, each Guarantor agrees as follows:

(a) this Guaranty is a guaranty of payment
		when due and not of collectibility. This Guaranty is a primary obligation of
		each Guarantor and not merely a contract of surety;

(b) Administrative Agent may enforce this
		Guaranty upon the occurrence of an Event of Default notwithstanding the
		existence of any dispute between Borrower and any Beneficiary with respect to
		the existence of such Event of Default;

(c) the obligations of each Guarantor
		hereunder are independent of the obligations of Borrower and the obligations of
		any other guarantor (including any other Guarantor), and a separate action or
		actions may be brought and prosecuted against such Guarantor whether or not any
		action is brought against Holdings or any of such other guarantors and whether
		or not Borrower is joined in any such action or actions;

(d) payment by any Guarantor of a portion,
		but not all, of the Guaranteed Obligations shall in no way limit, affect,
		modify or abridge any Guarantor's liability for any portion of the Guaranteed
		Obligations which has not been paid; and without limiting the generality of the
		foregoing, if Administrative Agent is awarded a judgment in any suit brought to
		enforce any Guarantor's covenant to pay a portion of the Guaranteed
		Obligations, such judgment shall not be deemed to release such Guarantor from
		its covenant to pay the portion of the Guaranteed Obligations that is not the
		subject of such suit, and such judgment shall not, except to the extent
		satisfied by such Guarantor, limit, affect, modify or abridge any other
		Guarantor's liability hereunder in respect of the Guaranteed
		Obligations;

(e) any Beneficiary, upon such terms as it
		deems appropriate, without notice or demand and without affecting the validity
		or enforceability hereof or giving rise to any reduction, limitation,
		impairment, discharge or termination of any Guarantor's liability hereunder,
		from time to time may (i) renew, extend, accelerate, increase the rate of
		interest on, or otherwise change the time, place, manner or terms of payment of
		the Guaranteed Obligations; (ii) settle, compromise, release or discharge, or
		accept or refuse any offer of performance with respect to, or substitutions
		for, the Guaranteed Obligations or any agreement relating thereto and/or
		subordinate the payment of the same to the payment of any other obligations;
		(iii) request and accept other guaranties of the Guaranteed Obligations and
		take and hold security for the payment hereof or the Guaranteed Obligations;
		(iv) release, surrender, exchange, substitute, compromise, settle, rescind,
		waive, alter, subordinate or modify, with or without consideration, any
		security for payment of the Guaranteed Obligations, any other guaranties of the
		Guaranteed Obligations, or any other obligation of any Person (including any
		other Guarantor) with respect to the Guaranteed Obligations; (v) enforce and
		apply any security now or hereafter held by or for the benefit of such
		Beneficiary in respect hereof or the Guaranteed Obligations and direct the
		order



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or manner of sale thereof, or exercise any
		other right or remedy that such Beneficiary may have against any such security,
		in each case as such Beneficiary in its discretion may determine consistent
		herewith or the applicable Interest Rate Agreement and any applicable security
		agreement, including foreclosure on any such security pursuant to one or more
		judicial or nonjudicial sales, whether or not every aspect of any such sale is
		commercially reasonable, and even though such action operates to impair or
		extinguish any right of reimbursement or subrogation or other right or remedy
		of any Guarantor against Borrower or any security for the Guaranteed
		Obligations; and (vi) exercise any other rights available to it under the
		Credit Documents or Interest Rate Agreements; and

(f) this Guaranty and the obligations of
		Guarantors hereunder shall be valid and enforceable and shall not be subject to
		any reduction, limitation, impairment, discharge or termination for any reason
		(other than payment in full of the Guaranteed Obligations), including the
		occurrence of any of the following, whether or not any Guarantor shall have had
		notice or knowledge of any of them: (i) any failure or omission to assert or
		enforce or agreement or election not to assert or enforce, or the stay or
		enjoining, by order of court, by operation of law or otherwise, of the exercise
		or enforcement of, any claim or demand or any right, power or remedy (whether
		arising under the Credit Documents or any Interest Rate Agreement, at law, in
		equity or otherwise) with respect to the Guaranteed Obligations or any
		agreement relating thereto, or with respect to any other guaranty of or
		security for the payment of the Guaranteed Obligations; (ii) any rescission,
		waiver, amendment or modification of, or any consent to departure from, any of
		the terms or provisions (including provisions relating to events of default)
		hereof, any of the other Credit Documents, any of the Interest Rate Agreements
		or any agreement or instrument executed pursuant thereto, or of any other
		guaranty or security for the Guaranteed Obligations, in each case whether or
		not in accordance with the terms hereof or such Credit Document, such Interest
		Rate Agreement or any agreement relating to such other guaranty or security;
		(iii) the Guaranteed Obligations, or any agreement relating thereto, at any
		time being found to be illegal, invalid or unenforceable in any respect; (iv)
		the application of payments received from any source (other than payments
		received pursuant to the other Credit Documents or any of the Interest Rate
		Agreements or from the proceeds of any security for the Guaranteed Obligations,
		except to the extent such security also serves as collateral for indebtedness
		other than the Guaranteed Obligations) to the payment of indebtedness other
		than the Guaranteed Obligations, even though any Beneficiary might have elected
		to apply such payment to any part or all of the Guaranteed Obligations; (v) any
		Beneficiary's consent to the change, reorganization or termination of the
		corporate structure or existence of Holdings or any of its Subsidiaries and to
		any corresponding restructuring of the Guaranteed Obligations; (vi) any failure
		to perfect or continue perfection of a security interest in any collateral
		which secures any of the Guaranteed Obligations; (vii) any defenses, set offs
		or counterclaims which Borrower may allege or assert against any Beneficiary in
		respect of the Guaranteed Obligations, including failure of consideration,
		breach of warranty, payment, statute of frauds, statute of limitations, accord
		and satisfaction and usury; and (viii) any other act or thing or omission, or
		delay to do any other act or thing, which may or might in any manner or to any
		extent vary the risk of any Guarantor as an obligor in respect of the
		Guaranteed Obligations.

7.5 Waivers by
		Guarantors.Each Guarantor hereby
		waives, for the benefit of Beneficiaries: (a) any right to require any
		Beneficiary, as a condition of payment or performance by such Guarantor, to (i)
		proceed against Borrower, any other guarantor (including any other



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Guarantor) of the Guaranteed Obligations or
		any other Person, (ii) proceed against or exhaust any security held from
		Borrower, any such other guarantor or any other Person, (iii) proceed against
		or have resort to any balance of any Deposit Account or credit on the books of
		any Beneficiary in favor of Borrower or any other Person, or (iv) pursue any
		other remedy in the power of any Beneficiary whatsoever; (b) any defense
		arising by reason of the incapacity, lack of authority or any disability or
		other defense of Borrower or any other Guarantor including any defense based on
		or arising out of the lack of validity or the unenforceability of the
		Guaranteed Obligations or any agreement or instrument relating thereto or by
		reason of the cessation of the liability of Borrower or any other Guarantor
		from any cause other than payment in full of the Guaranteed Obligations; (c)
		any defense based upon any statute or rule of law which provides that the
		obligation of a surety must be neither larger in amount nor in other respects
		more burdensome than that of the principal; (d) any defense based upon any
		Beneficiary’s errors or omissions in the administration of the Guaranteed
		Obligations, except behavior which amounts to bad faith; (e) (i) any principles
		or provisions of law, statutory or otherwise, which are or might be in conflict
		with the terms hereof and any legal or equitable discharge of such
		Guarantor’s obligations hereunder, (ii) the benefit of any statute of
		limitations affecting such Guarantor’s liability hereunder or the
		enforcement hereof, (iii) any rights to set offs, recoupments and
		counterclaims, and (iv) promptness, diligence and any requirement that any
		Beneficiary protect, secure, perfect or insure any security interest or lien or
		any property subject thereto; (f) notices, demands, presentments, protests,
		notices of protest, notices of dishonor and notices of any action or inaction,
		including acceptance hereof, notices of default hereunder, the Interest Rate
		Agreements or any agreement or instrument related thereto, notices of any
		renewal, extension or modification of the Guaranteed Obligations or any
		agreement related thereto, notices of any extension of credit to Borrower and
		notices of any of the matters referred to in Section 7.4 and any right to
		consent to any thereof; and (g) any defenses or benefits that may be derived
		from or afforded by law which limit the liability of or exonerate guarantors or
		sureties, or which may conflict with the terms hereof.

7.6 Guarantors Rights of
		Subrogation, Contribution, etc.Until
		the Guaranteed Obligations shall have been indefeasibly paid in full and the
		Revolving Commitments shall have terminated and all Letters of Credit shall
		have expired or been cancelled, each Guarantor hereby waives any claim, right
		or remedy, direct or indirect, that such Guarantor now has or may hereafter
		have against Borrower or any other Guarantor or any of its assets in connection
		with this Guaranty or the performance by such Guarantor of its obligations
		hereunder, in each case whether such claim, right or remedy arises in equity,
		under contract, by statute, under common law or otherwise and including without
		limitation (a) any right of subrogation, reimbursement or indemnification that
		such Guarantor now has or may hereafter have against Borrower with respect to
		the Guaranteed Obligations, (b) any right to enforce, or to participate in, any
		claim, right or remedy that any Beneficiary now has or may hereafter have
		against Borrower, and (c) any benefit of, and any right to participate in, any
		collateral or security now or hereafter held by any Beneficiary. In addition,
		until the Guaranteed Obligations shall have been indefeasibly paid in full and
		the Revolving Commitments shall have terminated and all Letters of Credit shall
		have expired or been cancelled, each Guarantor shall withhold exercise of any
		right of contribution such Guarantor may have against any other guarantor
		(including any other Guarantor) of the Guaranteed Obligations, including any
		such right of contribution as contemplated by Section 7.2. Each Guarantor
		further agrees that, to the extent the waiver or agreement to withhold the
		exercise of its rights of subrogation, reimbursement, indemnification and
		contribution as set forth



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herein is found by a court of competent
		jurisdiction to be void or voidable for any reason, any rights of subrogation,
		reimbursement or indemnification such Guarantor may have against Borrower or
		against any collateral or security, and any rights of contribution such
		Guarantor may have against any such other guarantor, shall be junior and
		subordinate to any rights any Beneficiary may have against Borrower, to all
		right, title and interest any Beneficiary may have in any such collateral or
		security, and to any right any Beneficiary may have against such other
		guarantor. If any amount shall be paid to any Guarantor on account of any such
		subrogation, reimbursement, indemnification or contribution rights at any time
		when all Guaranteed Obligations shall not have been finally and indefeasibly
		paid in full, such amount shall be held in trust for Administrative Agent on
		behalf of Beneficiaries and shall forthwith be paid over to Administrative
		Agent for the benefit of Beneficiaries to be credited and applied against the
		Guaranteed Obligations, whether matured or unmatured, in accordance with the
		terms hereof.

7.7 Subordination of Other
		Obligations.Any Indebtedness of
		Borrower or any Guarantor now or hereafter held by any Guarantor (theObligee
		Guarantor) is hereby subordinated
		in right of payment to the Guaranteed Obligations, and any such indebtedness
		collected or received by the Obligee Guarantor after an Event of Default has
		occurred and is continuing shall be held in trust for Administrative Agent on
		behalf of Beneficiaries and shall forthwith be paid over to Administrative
		Agent for the benefit of Beneficiaries to be credited and applied against the
		Guaranteed Obligations but without affecting, impairing or limiting in any
		manner the liability of the Obligee Guarantor under any other provision
		hereof.

7.8 Continuing Guaranty.This Guaranty is a continuing guaranty and shall remain
		in effect until all of the Guaranteed Obligations shall have been indefeasibly
		paid in full and the Revolving Commitments shall have terminated and all
		Letters of Credit shall have expired or been cancelled. Each Guarantor hereby
		irrevocably waives any right to revoke this Guaranty as to future transactions
		giving rise to any Guaranteed Obligations.

7.9 Authority of Guarantors or
		Borrower.It is not necessary for any
		Beneficiary to inquire into the capacity or powers of any Guarantor or Borrower
		or the officers, directors or any agents acting or purporting to act on behalf
		of any of them.

7.10 Financial Condition of
		Borrower.Any Credit Extension may be
		made to Borrower or continued from time to time, and any Interest Rate
		Agreements may be entered into from time to time, in each case without notice
		to or authorization from any Guarantor regardless of the financial or other
		condition of Borrower at the time of any such grant or continuation or at the
		time such Interest Rate Agreement is entered into, as the case may be. No
		Beneficiary shall have any obligation to disclose or discuss with any Guarantor
		its assessment, or any Guarantor's assessment, of the financial condition of
		Borrower. Each Guarantor has adequate means to obtain information from Borrower
		on a continuing basis concerning the financial condition of Borrower and its
		ability to perform its obligations under the Credit Documents and the Interest
		Rate Agreements, and each Guarantor assumes the responsibility for being and
		keeping informed of the financial condition of Borrower and of all
		circumstances bearing upon the risk of nonpayment of the Guaranteed
		Obligations. Each Guarantor hereby waives and relinquishes any duty on the part
		of any Beneficiary to disclose any matter, fact or thing relating to the
		business, operations or conditions of Borrower now known or hereafter known by
		any Beneficiary.



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7.11 Bankruptcy, etc.

(a) So long as any Guaranteed Obligations
		remain outstanding, no Guarantor shall, without the prior written consent of
		Administrative Agent acting pursuant to the instructions of Requisite Lenders,
		commence or join with any other Person in commencing any bankruptcy,
		reorganization or insolvency case or proceeding of or against Borrower or any
		other Guarantor or admit in writing or in any legal proceeding that it is
		unable to pay its debts as they become due. The obligations of Guarantors
		hereunder shall not be reduced, limited, impaired, discharged, deferred,
		suspended or terminated by any case or proceeding, voluntary or involuntary,
		involving the bankruptcy, insolvency, receivership, reorganization, liquidation
		or arrangement of Borrower or any other Guarantor or by any defense which
		Borrower or any other Guarantor may have by reason of the order, decree or
		decision of any court or administrative body resulting from any such
		proceeding.

(b) Each Guarantor acknowledges and agrees
		that any interest on any portion of the Guaranteed Obligations which accrues
		after the commencement of any case or proceeding referred to in clause (a)
		above (or, if interest on any portion of the Guaranteed Obligations ceases to
		accrue by operation of law by reason of the commencement of such case or
		proceeding, such interest as would have accrued on such portion of the
		Guaranteed Obligations if such case or proceeding had not been commenced) shall
		be included in the Guaranteed Obligations because it is the intention of
		Guarantors and Beneficiaries that the Guaranteed Obligations which are
		guaranteed by Guarantors pursuant hereto should be determined without regard to
		any rule of law or order which may relieve Borrower of any portion of such
		Guaranteed Obligations. Guarantors will permit any trustee in bankruptcy,
		receiver, debtor in possession, assignee for the benefit of creditors or
		similar person to pay Administrative Agent, or allow the claim of
		Administrative Agent in respect of, any such interest accruing after the date
		on which such case or proceeding is commenced.

(c) In the event that all or any portion of
		the Guaranteed Obligations are paid by Borrower, the obligations of Guarantors
		hereunder shall continue and remain in full force and effect or be reinstated,
		as the case may be, in the event that all or any part of such payment(s) are
		rescinded or recovered directly or indirectly from any Beneficiary as a
		preference, fraudulent transfer or otherwise, and any such payments which are
		so rescinded or recovered shall constitute Guaranteed Obligations for all
		purposes hereunder.

7.12 Discharge of Guaranty Upon Sale of
		Guarantor.If all of the Capital Stock
		of any Guarantor or any of its successors in interest hereunder shall be sold
		or otherwise disposed of (including by merger or consolidation) in accordance
		with the terms and conditions hereof, the Guaranty of such Guarantor or such
		successor in interest, as the case may be, hereunder shall automatically be
		discharged and released without any further action by any Beneficiary or any
		other Person effective as of the time of such Asset Sale.

7.13 Taxes.The provisions of Section 2.19 shall apply,mutatismutandi, to the
		Guarantors and payments thereby.



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SECTION 8. EVENTS OF DEFAULT

8.1 Events of Default.If any one or more of the following conditions or
		events shall occur:

(a)Failure to Make Payments When Due. Failure by Borrower or any other Credit Party to pay
		(i) when due the principal of and premium, if any, on any Loan whether at
		stated maturity, by acceleration or otherwise; (ii) when due any installment of
		principal of any Agent Advance or Loan, by notice of voluntary prepayment, by
		mandatory prepayment or otherwise; or (iii) when due any interest on any
		Agent Advance or any Loan or any fee or any other amount due hereunder.

(b)Default in Other Agreements. (i) Failure of any Credit Party or any of their
		respective Subsidiaries to pay when due any principal of or interest on or any
		other amount payable in respect of one or more items of Indebtedness (other
		than Indebtedness referred to in Section 8.1(a)) in a principal amount of
		$250,000 or more, individually or in the aggregate, beyond the grace period, if
		any, provided therefor; or (ii) breach or default by any Credit Party or
		any of their respective Subsidiaries with respect to any other material term of
		(1) one or more items of Indebtedness in the individual or aggregate principal
		amounts referred to in clause (i) above, or (2) any loan agreement,
		mortgage, indenture or other agreement relating to such item(s) of
		Indebtedness, in each case beyond the grace period, if any, provided therefor,
		if the effect of such breach or default is to cause, or to permit the holder or
		holders of that Indebtedness (or a trustee on behalf of such holder or
		holders), to cause, that Indebtedness to become or be declared due and payable
		(or subject to a compulsory repurchase or redeemable) or to require the
		prepayment, redemption, repurchase or defeasance of, or to cause Holdings or
		any of its Subsidiaries or Holdings to make any offer to prepay, redeem,
		repurchase or defease such Indebtedness, prior to its stated maturity or the
		stated maturity of any underlying obligation, as the case may be; or any Event
		of Default under and as defined in the Equity Investor Loan Documents shall
		occur; or in the Bond Indenture; or

(c)Breach of Certain Covenants. Failure of any Credit Party to perform or comply with
		any term or condition contained in Section 2.5, Sections 5.1, 5.2, 5.3, 5.5,
		5.6, 5.8, 5.9, 5.15, 5.16, 5.17, 5.18, 5.19 or 5.20 or Section 6; or

(d)Breach of Representations, etc. Any representation, warranty, certification or other
		statement made or deemed made by any Credit Party in any Credit Document or in
		any statement or certificate at any time given by any Credit Party or any of
		its Subsidiaries in writing pursuant hereto or thereto or in connection
		herewith or therewith shall be false in any material respect (to the extent not
		otherwise qualified as to materiality) as of the date made or deemed made;
		or

(e)Other Defaults Under Credit Documents. Any Credit Party shall default in the performance of
		or compliance with any term contained herein or any of the other Credit
		Documents, other than any such term referred to in any other Section of this
		Section 8.1, and such default shall not have been remedied or waived within 30
		days after the earlier of (i) an officer of such Credit Party becoming aware of
		such default, or (ii) receipt by Holdings of notice from any Agent, Borrowing
		Base Agent or any Lender of such default; or



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(f)Involuntary Bankruptcy; Appointment of Receiver,
		etc. (i) A court of competent
		jurisdiction shall enter a decree or order for relief in respect of Holdings or
		any of its Subsidiaries in an involuntary case under the Bankruptcy Code or
		under any other applicable bankruptcy, insolvency or similar law now or
		hereafter in effect, which decree or order is not stayed; or any other similar
		relief shall be granted under any applicable Federal or state law; or (ii) an
		involuntary case shall be commenced against Holdings or any of its Subsidiaries
		under the Bankruptcy Code or under any other applicable bankruptcy, insolvency
		or similar law now or hereafter in effect; or a decree or order of a court
		having jurisdiction in the premises for the appointment of a receiver,
		liquidator, sequestrator, trustee, custodian or other officer having similar
		powers over Holdings or any of its Subsidiaries, or over all or a substantial
		part of its property, shall have been entered; or there shall have occurred the
		involuntary appointment of an interim receiver, trustee or other custodian of
		Holdings or any of its Subsidiaries for all or a substantial part of its
		property; or a warrant of attachment, execution or similar process shall have
		been issued against any substantial part of the property of Holdings or any of
		its Subsidiaries, and any such event described in this clause (ii) shall
		continue for thirty (30) days without having been dismissed, bonded or
		discharged; or

(g)Voluntary Bankruptcy; Appointment of Receiver,
		etc. (i) Holdings or any of its
		Subsidiaries shall have an order for relief entered with respect to it or shall
		commence a voluntary case under the Bankruptcy Code or under any other
		applicable bankruptcy, insolvency or similar law now or hereafter in effect, or
		shall consent to the entry of an order for relief in an involuntary case, or to
		the conversion of an involuntary case to a voluntary case, under any such law,
		or shall consent to the appointment of or taking possession by a receiver,
		trustee or other custodian for all or a substantial part of its property; or
		Holdings or any of its Subsidiaries shall make any assignment for the benefit
		of creditors; or (ii) Holdings or any of its Subsidiaries shall be unable, or
		shall fail generally, or shall admit in writing its inability, to pay its debts
		as such debts become due; or the board of directors (or similar governing body)
		of Holdings or any of its Subsidiaries (or any committee thereof) shall adopt
		any resolution or otherwise authorize any action to approve any of the actions
		referred to herein or in Section 8.1(f); or

(h)Judgments and Attachments. Any money judgment, writ or warrant of attachment or
		similar process involving an amount, individually or in the aggregate in excess
		of $250,000 at any time, (to the extent not fully covered by insurance (less
		any deductible) as to which a solvent and unaffiliated insurance company has
		acknowledged coverage), shall be entered or filed against Holdings or any of
		its Subsidiaries or any of their respective assets and shall remain
		undischarged, unvacated, unbonded or unstayed for a period of thirty (30) days
		(or in any event later than the date that enforcement proceedings shall have
		been commenced by any creditor upon such judgment order or five (5) days prior
		to the date of any proposed sale thereunder); or

(i)Dissolution. Any
		order, judgment or decree shall be entered against any Credit Party decreeing
		the dissolution or split up of such Credit Party and such order shall remain
		undischarged or unstayed for a period in excess of thirty (30) days; or

(j)Employee Benefit Plans. (i) There shall occur one or more ERISA Events which
		individually or in the aggregate results in or might reasonably be expected to
		result in liability of Holdings, any of its Subsidiaries or any of their
		respective ERISA Affiliates in excess



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of $250,000 during the term hereof; or (ii)
		there exists any fact or circumstance that reasonably could be expected to
		result in the imposition of a Lien or security interest under Section
		401(a)(29) or 412(n) of the Internal Revenue Code or under ERISA; or

(k)Environmental Liabilities. Any Credit Party or any of its Subsidiaries shall be
		liable for any environmental liabilities or related costs the payment of which
		could reasonably be expected to have a Material Adverse Effect; or

(l)Change of Control. A Change of Control shall occur; or

(m)Guaranties, Collateral Documents and other Credit
		Documents. At any time after the
		execution and delivery thereof, (i) the Guaranty for any reason, other than the
		satisfaction in full of all Obligations, shall cease to be in full force and
		effect (other than in accordance with its terms) or shall be declared to be
		null and void or any Guarantor shall repudiate its obligations thereunder, (ii)
		this Agreement or any Collateral Document ceases to be in full force and effect
		(other than by reason of a release of Collateral in accordance with the terms
		hereof or thereof or the satisfaction in full of the Obligations in accordance
		with the terms hereof) or shall be declared null and void, or Collateral Agent
		shall not have or shall cease to have a valid and perfected Lien in any
		Collateral with an aggregate fair market value in excess of $250,000 purported
		to be covered by the Collateral Documents with the priority required by the
		relevant Collateral Document, in each case for any reason other than the
		failure of Collateral Agent or any Secured Party to take any action within its
		control, or (iii) any Credit Party shall contest the validity or enforceability
		of any Credit Document in writing or deny in writing that it has any further
		liability, including with respect to future advances by Lenders, under any
		Credit Document to which it is a party; or

(n)Proceedings. The
		indictment of any Credit Party or any of its Subsidiaries under any criminal
		statute, or commencement of criminal or civil proceedings against any Credit
		Party or any of its Subsidiaries pursuant to which statute or proceedings the
		penalties or remedies sought or available include forfeiture to any
		Governmental Authority of any material portion of the property of such Person;
		or

(o)Cessation of Business. (i) Any Credit Party or any of its Subsidiaries is
		enjoined, restrained or in any way prevented by the order of any court or any
		Governmental Authority from conducting all or any material part of its business
		for more than 15 days; (ii) any other cessation of a substantial part of the
		business of Holdings or any of its Subsidiaries for a period which materially
		and adversely affects Holdings or any of its Subsidiaries; or (iii) any
		material damage to, or loss, theft or destruction of, any Collateral whether or
		not insured or any strike, lockout, labor dispute, embargo, condemnation, act
		of God or public enemy, or other casualty which causes, for more than 15
		consecutive days, the cessation or substantial curtailment of revenue producing
		activities at a Facility, if any such event or circumstance could reasonably be
		expected to have a Material Adverse Effect; or

(p)Negative Pledge.
		NRF, NRF (UK) and/or any of their Subsidiaries, create, incur, assume or suffer
		to exist any security interest, mortgage, pledge, lien, charge or other
		encumbrance of any nature whatsoever on any of its or their assets or
		properties, or file or permit the filing of, or permit to remain in effect, any
		financing statement or other similar notice of any



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security interest or lien with respect to
		any such assets or properties (other than, in each case, in favor of the
		Collateral Agent, for the benefit of the Agents, Borrowing Base Agent and the
		Lenders); or

(q)Material Adverse Effect. An event or development occurs that could reasonably
		be expected to have a Material Adverse Effect.

THEN, (1) upon the occurrence of any Event of Default
		described in Section 8.1(f) or 8.1(g), automatically, and (2) upon the
		occurrence of any other Event of Default, upon notice to Borrower by
		Administrative Agent, (A) the Commitments, if any, of each Lender having such
		Commitments and the obligation of Administrative Agent to procure, or the
		Issuing Bank to issue, any Letter of Credit shall immediately terminate; (B)
		each of the following shall immediately become due and payable, in each case
		without presentment, demand, protest or other requirements of any kind, all of
		which are hereby expressly waived by each Credit Party: (I) the unpaid
		principal amount of and accrued interest on the Loans, (II) an amount equal to
		the maximum amount that may at any time be drawn under all Letters of Credit
		then outstanding (regardless of whether any beneficiary under any such Letter
		of Credit shall have presented, or shall be entitled at such time to present,
		the drafts or other documents or certificates required to draw under such
		Letters of Credit), and (III) all other Obligations;provided, that
		the foregoing shall not affect in any way the obligations of Lenders under
		Section 2.3(e); (C) Administrative Agent may cause Collateral Agent to enforce
		any and all Liens and security interests created pursuant to Collateral
		Documents; and (D) Administrative Agent shall direct the Borrower to pay (and
		Borrower hereby agrees upon receipt of such notice, or upon the occurrence of
		any Event of Default specified in Sections 8.1(f) and (g) to pay) to
		Administrative Agent such additional amounts of cash, to be held as security
		for Borrower's reimbursement Obligations in respect of Letters of Credit then
		outstanding under arrangements acceptable to Administrative Agent, equal to one
		hundred and five percent (105%) of the Letter of Credit Usage at any time prior
		to the stated expiry of all outstanding Letters of Credit.

SECTION 9. AGENTS

9.1 Appointment of
		Agents.Silver Point is hereby
		appointed Administrative Agent hereunder and under the other Credit Documents
		and each Lender hereby authorizes Silver Point, in such capacity, to act as its
		agent in accordance with the terms hereof and the other Credit Documents.
		Wachovia Capital Finance Corporation (New England) is hereby appointed
		Borrowing Base Agent hereunder and under the other Credit Documents and each
		Lender hereby authorizes Wachovia Capital Finance Corporation (New England), in
		such capacity, to act as its agent in accordance with the terms hereof and the
		other Credit Documents. Silver Point is hereby appointed Collateral Agent
		hereunder and under the other Credit Documents, and each Lender hereby
		authorizes Silver Point to act as its agent in accordance with the terms hereof
		and the other Credit Documents. In each case, such appointment and
		authorization includes, without limitation, the authority to make the Loans and
		Agent Advances, for such Agent or on behalf of the applicable Lenders as
		provided in this Agreement or any other Credit Document and to perform,
		exercise, and enforce any and all other rights and remedies of the Lenders with
		respect to the Credit Parties, the Obligations, or otherwise related to any of
		same to the extent reasonably incidental to the exercise by such Agent of the
		rights and remedies specifically authorized to be exercised by such Agent by
		the terms of this Agreement or any other Credit Document. Each



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Agent hereby agrees to act upon the express
		conditions contained herein and the other Credit Documents, as applicable. The
		provisions of this Section 9 are solely for the benefit of Agents and Lenders
		and no Credit Party shall have any rights as a third party beneficiary of any
		of the provisions thereof. In performing its functions and duties hereunder,
		each Agent shall act solely as an agent of Lenders and does not assume and
		shall not be deemed to have assumed any obligation towards or relationship of
		agency or trust with or for Holdings or any of its Subsidiaries.

9.2 Powers and Duties.Each Lender irrevocably authorizes each Agent to take
		such action on such Lender's behalf and to exercise such powers, rights and
		remedies and perform such duties hereunder and under the other Credit Documents
		as are specifically delegated or granted to such Agent by the terms hereof and
		thereof, together with such actions, powers, rights and remedies as are
		reasonably incidental thereto. Each Agent shall have only those duties and
		responsibilities that are expressly specified herein and the other Credit
		Documents. Each Agent may exercise such powers, rights and remedies and perform
		such duties by or through its agents or employees. No Agent shall have or be
		deemed to have, by reason hereof or any of the other Credit Documents, a
		fiduciary relationship in respect of any Lender; and nothing herein or any of
		the other Credit Documents, expressed or implied, is intended to or shall be so
		construed as to impose upon any Agent any obligations in respect hereof or any
		of the other Credit Documents except as expressly set forth herein or
		therein.

9.3 General Immunity.

(a)No Responsibility for Certain Matters. No Agent shall be responsible to any Lender for the
		execution, effectiveness, genuineness, validity, enforceability, collectiblity
		or sufficiency hereof or any other Credit Document or for any representations,
		warranties, recitals or statements made herein or therein or made in any
		written or oral statements or in any financial or other statements,
		instruments, reports or certificates or any other documents furnished or made
		by any Agent to Lenders or by or on behalf of any Credit Party to any Agent or
		any Lender in connection with the Credit Documents and the transactions
		contemplated thereby or for the financial condition or business affairs of any
		Credit Party or any other Person liable for the payment of any Obligations, nor
		shall any Agent be required to ascertain or inquire as to the performance or
		observance of any of the terms, conditions, provisions, covenants or agreements
		contained in any of the Credit Documents or as to the use of the proceeds of
		the Loans or as to the existence or possible existence of any Event of Default
		or Default or to make any disclosures with respect to the foregoing. Anything
		contained herein to the contrary notwithstanding, Administrative Agent and
		Borrowing Base Agent shall not have any liability arising from confirmations of
		the amount of outstanding Loans or the Letter of Credit Usage or the component
		amounts thereof.

(b)Exculpatory Provisions. No Agent nor any of its officers, partners, directors,
		employees or agents shall be liable to Lenders for any action taken or omitted
		by any Agent under or in connection with any of the Credit Documents except to
		the extent caused by such Agent's gross negligence or willful misconduct as
		determined by a court of competent jurisdiction in a final, nonappealable
		order. Each Agent shall be entitled to refrain from any act or the taking of
		any action (including the failure to take an action) in connection herewith or
		any of the other Credit Documents or from the exercise of any power, discretion
		or authority vested



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in it hereunder or thereunder unless and
		until such Agent shall have received instructions in respect thereof from
		Requisite Lenders (or such other Lenders as may be required to give such
		instructions under Section 10.5) or, in the case of the Collateral Agent, in
		accordance with the Pledge and Security Agreement or other applicable
		Collateral Document, and, upon receipt of such instructions from Requisite
		Lenders (or such other Lenders, as the case may be), or in accordance with the
		Pledge and Security Agreement or other applicable Collateral Document, as the
		case may be, such Agent shall be entitled to act or (where so instructed)
		refrain from acting, or to exercise such power, discretion or authority, in
		accordance with such instructions. Without prejudice to the generality of the
		foregoing, (i) each Agent shall be entitled to rely, and shall be fully
		protected in relying, upon any communication, instrument or document believed
		by it to be genuine and correct and to have been signed or sent by the proper
		Person or Persons, and shall be entitled to rely and shall be protected and
		free from liability in relying on opinions and judgments of attorneys (who may
		be attorneys for the Credit Parties), accountants, experts and other
		professional advisors selected by it; and (ii) no Lender shall have any right
		of action whatsoever against any Agent as a result of such Agent acting or
		(where so instructed) refraining from acting hereunder or any of the other
		Credit Documents in accordance with the instructions of Requisite Lenders (or
		such other Lenders as may be required to give such instructions under Section
		10.5) or, in the case of the Collateral Agent, in accordance with the Pledge
		and Security Agreement or other applicable Collateral Document or, in the case
		of the Borrowing Base Agent, in accordance with the terms of this
		Agreement.

(c)Notice of Default. The Administrative Agent shall not be deemed to have
		knowledge or notice of the occurrence of any Default or Event of Default,
		except with respect to Events of Default in the payment of principal, interest
		and fees required to be paid to Administrative Agent for the account of the
		Lenders, unless Administrative Agent shall have received written notice from a
		Lender or the Credit Party referring to this Agreement, describing such Default
		or Event of Default and stating that such notice is a notice of
		default. The Administrative Agent will notify the Lenders of its receipt
		of any such notice. The Administrative Agent shall take such action with
		respect to any such Default or Event of Default as may be directed by the
		Requisite Lenders in accordance with Section 8;provided,however, that unless and until Administrative Agent has
		received any such direction, Administrative Agent may (but shall not be
		obligated to) take such action, or refrain from taking such action, with
		respect to such Default or Event of Default as it shall deem advisable or in
		the best interest of the Lenders.

9.4 Agents Entitled to Act as
		Lender.The agency hereby created shall
		in no way impair or affect any of the rights and powers of, or impose any
		duties or obligations upon, any Agent in its individual capacity as a Lender
		hereunder. With respect to its participation in the Loans and the Letters of
		Credit, each Agent shall have the same rights and powers hereunder as any other
		Lender and may exercise the same as if it were not performing the duties and
		functions delegated to it hereunder, and the termLendershall, unless
		the context clearly otherwise indicates, include each Agent in its individual
		capacity. Any Agent and its Affiliates may accept deposits from, lend money to,
		own securities of, and generally engage in any kind of banking, trust,
		financial advisory or other business with Holdings or any of its Affiliates as
		if it were not performing the duties specified herein, and may accept fees and
		other consideration from Credit Party for services in connection herewith and
		otherwise without having to account for the same to Lenders.



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9.5 Lenders Representations,
		Warranties and Acknowledgment.

(a) Each Lender represents and warrants that
		it has made its own independent investigation of the financial condition and
		affairs of Holdings and its Subsidiaries, without reliance upon any Agent or
		any other Lender and based on such documents and information as it has deemed
		appropriate, in connection with Credit Extensions hereunder and that it has
		made and shall continue to make its own appraisal of the creditworthiness of
		Holdings and its Subsidiaries. No Agent shall have any duty or responsibility,
		either initially or on a continuing basis, to make any such investigation or
		any such appraisal on behalf of Lenders or to provide any Lender with any
		credit or other information with respect thereto, whether coming into its
		possession before the making of the Loans or at any time or times thereafter,
		and no Agent shall have any responsibility with respect to the accuracy of or
		the completeness of any information provided to Lenders.

(b) Each Lender, by delivering its signature
		page to this Agreement and funding its Tranche A Term Loan and/or Revolving
		Loans on the Closing Date, as the case may be, shall be deemed to have
		acknowledged receipt of, and consented to and approved, each Credit Document
		and each other document required to be approved by any Agent, Requisite Lenders
		or Lenders, as applicable on the Closing Date.

9.6 Right to Indemnity.Each Lender, in proportion to its Pro Rata Share,
		severally agrees to indemnify each Agent, their Affiliates and their respective
		officers, partners, directors, trustees, employees, representatives and agents
		of each Agent (each, anIndemnitee
		Agent Party), to the extent that
		such Indemnitee Agent Party shall not have been reimbursed by any Credit Party,
		for and against any and all liabilities, obligations, losses, damages,
		penalties, actions, judgments, suits, costs, expenses (including counsel fees
		and disbursements) or disbursements of any kind or nature whatsoever which may
		be imposed on, incurred by or asserted against such Indemnitee Agent Party in
		exercising its powers, rights and remedies or performing its duties hereunder
		or under the other Credit Documents or otherwise in its capacity as such
		Indemnitee Agent Party in any way relating to or arising out of this Agreement
		or the other Credit Documents,IN ALL
		CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE
		COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE AGENT
		PARTY;provided, that
		no Lender shall be liable for any portion of such liabilities, obligations,
		losses, damages, penalties, actions, judgments, suits, costs, expenses or
		disbursements resulting from such Indemnitee Agent Party's gross negligence or
		willful misconduct as determined by a court of competent jurisdiction in a
		final, nonappealable order. If any indemnity furnished to any Indemnitee Agent
		Party for any purpose shall, in the opinion of such Indemnitee Agent Party, be
		insufficient or become impaired, such Indemnitee Agent Party may call for
		additional indemnity and cease, or not commence, to do the acts indemnified
		against until such additional indemnity is furnished;provided, that
		in no event shall this sentence require any Lender to indemnify any Indemnitee
		Agent Party against any liability, obligation, loss, damage, penalty, action,
		judgment, suit, cost, expense or disbursement in excess of such Lender's Pro
		Rata Share thereof; andprovidedfurther, that this sentence shall not be deemed to require any
		Lender to indemnify any Indemnitee Agent Party against any liability,
		obligation, loss, damage, penalty, action, judgment, suit, cost, expense or
		disbursement described in the proviso in the immediately preceding
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9.7 Successor Agents.

(a) Administrative Agent and Collateral
		Agent may resign at any time by giving thirty (30) days’ prior written
		notice thereof to Lenders and Borrower. Upon any such notice of resignation,
		Requisite Lenders shall have the right, upon five Business Days’ notice
		to Borrower, to appoint a successor Administrative Agent and Collateral Agent.
		If no successor shall have been so appointed by the Requisite Lenders and shall
		have accepted such appointment within thirty (30) days after the retiring
		Administrative Agent and Collateral Agent gives notice of its resignation, then
		the retiring Administrative Agent and Collateral Agent may, on behalf of the
		Lenders and the Issuing Bank appoint a successor Administrative Agent and
		Collateral Agent from among the Lenders. Upon the acceptance of any appointment
		as Administrative Agent and Collateral Agent hereunder by a successor
		Administrative Agent and Collateral Agent, that successor Administrative Agent
		and Collateral Agent shall thereupon succeed to and become vested with all the
		rights, powers, privileges and duties of the retiring Administrative Agent and
		Collateral Agent and the retiring Administrative Agent and Collateral Agent
		shall promptly (i) transfer to such successor Administrative Agent and
		Collateral Agent all sums, Securities and other items of Collateral held under
		the Collateral Documents, together with all records and other documents
		necessary or appropriate in connection with the performance of the duties of
		the successor Administrative Agent and Collateral Agent under the Credit
		Documents, and (ii) execute and deliver to such successor Administrative Agent
		and Collateral Agent such amendments to financing statements, and take such
		other actions, as may be necessary or appropriate in connection with the
		assignment to such successor Administrative Agent and Collateral Agent of the
		security interests created under the Collateral Documents, whereupon such
		retiring Administrative Agent and Collateral Agent shall be discharged from its
		duties and obligations hereunder. After any retiring Administrative
		Agents and Collateral Agents resignation hereunder as
		Administrative Agent and Collateral Agent, the provisions of this Section 9
		shall inure to its benefit as to any actions taken or omitted to be taken by it
		while it was Administrative Agent hereunder.

(b) Notwithstanding anything herein to the
		contrary, Administrative Agent may assign its rights and duties as
		Administrative Agent hereunder to an Affiliate or Related Fund of Silver Point
		without the prior written consent of, or prior written notice to, any Credit
		Party or any Lender;provided, that
		the Credit Parties and the Lenders may deem and treat such assigning
		Administrative Agent as Administrative Agent for all purposes hereof, unless
		and until such assigning Administrative Agent provides written notice to
		Borrower and the Lenders of such assignment. Upon such assignment such
		Affiliate shall succeed to and become vested with all rights, powers,
		privileges and duties as Administrative Agent hereunder and under the other
		Credit Documents.

(c) Administrative Agent may perform any and
		all of its duties and exercise its rights and powers under this Agreement or
		under any other Credit Document by or through any one or more sub-agents
		appointed by Administrative Agent. Administrative Agent and any such sub-agent
		may perform any and all of its duties and exercise its rights and powers by or
		through their respective Affiliates. The exculpatory, indemnification and other
		provisions of Section 9.3, Section 9.6 and of this Section 9.7 shall apply to
		any the Affiliates of Administrative Agent and shall apply to their respective
		activities in connection with the syndication of the credit facilities provided
		for herein as well as activities as Administrative Agent. All of the



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rights, benefits and privileges (including
		the exculpatory and indemnification provisions) of Section 9.3, Section 9.6 and
		of this Section 9.7 shall apply to any such sub-agent and to the Affiliates of
		any such sub-agent, and shall apply to their respective activities as sub-agent
		as if such sub-agent and Affiliates were named herein. Notwithstanding anything
		herein to the contrary, with respect to each sub-agent appointed by
		Administrative Agent, (i) such sub-agent shall be a third party beneficiary
		under this Agreement with respect to all such rights, benefits and privileges
		(including exculpatory and rights to indemnification) and shall have all of the
		rights, benefits and privileges of a third party beneficiary, including an
		independent right of action to enforce such rights, benefits and privileges
		(including exculpatory rights and rights to indemnification) directly, without
		the consent or joinder of any other Person, against any or all of the Credit
		Parties and the Lenders, (ii) such rights, benefits and privileges (including
		exculpatory rights and rights to indemnification) shall not be modified or
		amended without the consent of such sub-agent, and (iii) such sub-agent shall
		only have obligations to Administrative Agent and not to any Credit Party,
		Lender or any other Person and no Credit Party, Lender or any other Person
		shall have the rights, directly or indirectly, as a third party beneficiary or
		otherwise, against such sub-agent.

(d) Borrowing Base Agent may resign at any
		time by giving thirty (30) days prior written notice thereof to Lenders
		and Borrower. Upon any such notice of resignation, Requisite Lenders shall have
		the right, upon five Business Days notice to Borrower, to appoint a
		successor Borrowing Base Agent. If no successor shall have been so appointed by
		the Requisite Lenders and shall have accepted such appointment within thirty
		(30) days after the retiring Borrowing Base Agent gives notice of its
		resignation, then the retiring Borrowing Base Agent may, on behalf of the
		Lenders and the Issuing Bank appoint a successor Borrowing Base Agent from
		among the Lenders. Upon the acceptance of any appointment as Borrowing Base
		Agent hereunder by a successor Borrowing Base Agent, that successor Borrowing
		Base Agent shall thereupon succeed to and become vested with all the rights,
		powers, privileges and duties of the retiring Borrowing Base Agent and the
		retiring Borrowing Base Agent shall promptly (i) transfer to such successor
		Borrowing Base Agent all sums, Securities and other items of Collateral held
		under the Collateral Documents, together with all records and other documents
		necessary or appropriate in connection with the performance of the duties of
		the successor Borrowing Base Agent under the Credit Documents, and (ii) execute
		and deliver to such successor Borrowing Base Agent such amendments to financing
		statements, and take such other actions, as may be necessary or appropriate in
		connection with the assignment to such successor Borrowing Base Agent of the
		security interests created under the Collateral Documents, whereupon such
		retiring Borrowing Base Agent shall be discharged from its duties and
		obligations hereunder. After any retiring Borrowing Base Agents
		resignation hereunder as Borrowing Base Agent, the provisions of this Section 9
		shall inure to its benefit as to any actions taken or omitted to be taken by it
		while it was Borrowing Base Agent hereunder.

9.8 Collateral Matters, Collateral
		Documents and Guaranty.

(a)Agents under Collateral Documents and
		Guaranty. Each Lender hereby further
		irrevocably authorizes Administrative Agent or Collateral Agent, as applicable,
		on behalf of and for the benefit of Lenders, to be the agent for and
		representative of Lenders with respect to the Guaranty, the Collateral and the
		Collateral Documents. Subject to Section 10.5, without further written consent
		or authorization from Lenders, Administrative Agent or Collateral Agent,

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as applicable, may execute any documents or
		instruments necessary to (i) release any Lien encumbering any item of
		Collateral that is the subject of a sale or other disposition of assets
		permitted hereby or to which Requisite Lenders (or such other Lenders as may be
		required to give such consent under Section 10.5) have otherwise consented, or
		(ii) release any Guarantor from the Guaranty pursuant to Section 7.12 or with
		respect to which Requisite Lenders (or such other Lenders as may be required to
		give such consent under Section 10.5) have otherwise consented.

(b)Right to Realize on Collateral and Enforce
		Guaranty. Anything contained in any of
		the Credit Documents to the contrary notwithstanding, Borrower, Administrative
		Agent, Collateral Agent and each Lender hereby agree that (i) no Lender shall
		have any right individually to realize upon any of the Collateral or to enforce
		the Guaranty, it being understood and agreed that all powers, rights and
		remedies hereunder may be exercised solely by Administrative Agent, on behalf
		of Lenders in accordance with the terms hereof and all powers, rights and
		remedies under the Collateral Documents may be exercised solely by Collateral
		Agent, and (ii) in the event of a foreclosure by Collateral Agent on any of the
		Collateral pursuant to a public or private sale, Collateral Agent or any Lender
		may be the purchaser of any or all of such Collateral at any such sale and
		Collateral Agent, as agent for and representative of Secured Parties (but not
		any Lender or Lenders in its or their respective individual capacities unless
		Requisite Lenders shall otherwise agree in writing) shall be entitled, for the
		purpose of bidding and making settlement or payment of the purchase price for
		all or any portion of the Collateral sold at any such public sale, to use and
		apply any of the Obligations as a credit on account of the purchase price for
		any collateral payable by Collateral Agent at such sale.

(c) Subject to the terms of any separate
		written agreement among the Agents and the Lenders, either of Administrative
		Agent and Collateral Agent may from time to time make such disbursements and
		advances(Agent
		Advances) in an amount not to
		exceed $1,0000,000 in the aggregate which such Agent, in its sole discretion,
		deems necessary or desirable to preserve, protect, prepare for sale or lease or
		dispose of the Collateral or any portion thereof, to enhance the likelihood or
		maximize the amount of repayment by Borrower of the Loans, Letter of Credit
		Usage and other Obligations or to pay any other amount chargeable to Borrower
		pursuant to the terms of this Agreement, including, without limitation, costs,
		fees and expenses as described in Section 10.2 and Section 10.3. The Agent
		Advances shall be repayable on demand and be secured by the Collateral and
		shall bear interest at a rate per annum equal to the rate then applicable to
		Revolving Loans that are Base Rate Loans. The Agent Advances shall constitute
		Obligations hereunder which may be charged to the Administrative Agent Loan
		Account in accordance with Section 2.15(f). Without limitation to its
		obligations pursuant to Section 9.3, each Lender agrees that it shall make
		available to the Agent making such Agent Advances, upon such Agents
		demand, in Dollars in immediately available funds, the amount equal to such
		Lenders Pro Rata Share of each such Agent Advance;provided, that
		any Lender with a Revolving A Commitment or holding Revolving A Loans shall not
		be required to make such amount available if such amount plus the amount of
		such Lenders outstanding Agent Advances plus such Lenders Pro Rata
		Share of the Total Utilization of Revolving A Commitments would exceed such
		Lenders Revolving A Commitment;provided,
		however, that if such Lender with a Revolving A Commitment or holding Revolving
		A Loans does not make such amount available, each other Lender shall make
		available to such Agent an additional amount equal to its Pro Rata Share of
		such amount not made available by a Lender with a



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Revolving A Commitment or holding Revolving
		A Loans. If such funds are not made available to the Agent making such Agent
		Advances by such Lender, such Agent shall be entitled to recover such funds on
		demand from such Lender, together with interest thereon for each day from the
		date such payment was due until the date such amount is paid to such Agent, at
		the Federal Funds Rate for 3 Business Days and thereafter at the Base
		Rate.

9.9 Posting of Approved Electronic
		Communications.

(a)Delivery of Communications. Each Credit Party hereby agrees, unless directed
		otherwise by Administrative Agent or unless the electronic mail address
		referred to below has not been provided by Administrative Agent to such Credit
		Party that it will, or will cause its Subsidiaries to, provide to
		Administrative Agent all information, documents and other materials that it is
		obligated to furnish to Administrative Agent or to the Lenders pursuant to the
		Credit Documents, including all notices, requests, financial statements,
		financial and other reports, certificates and other information materials, but
		excluding any such communication that (i) is or relates to a Funding Notice or
		a Conversion/Continuation Notice, (ii) relates to the payment of any principal
		or other amount due under this Agreement prior to the scheduled date therefor,
		(iii) provides notice of any Default under this Agreement or any other Credit
		Document or (iv) is required to be delivered to satisfy any condition precedent
		to the effectiveness of this Agreement and/or any Loan or other extension of
		credit hereunder (all such non-excluded communications being referred to herein
		collectively asCommunications), by transmitting the Communications in an
		electronic/soft medium that is properly identified in a format acceptable to
		Administrative Agent to an electronic mail address as directed by
		Administrative Agent. In addition, each Credit Party agrees, and agrees to
		cause its Subsidiaries, to continue to provide the Communications to
		Administrative Agent or the Lenders, as the case may be, in the manner
		specified in the Credit Documents but only to the extent requested by
		Administrative Agent.

(b)Platform. Each
		Credit Party further agrees that Administrative Agent may make the
		Communications available to the Lenders by posting the Communications on
		Intralinks or a substantially similar electronic transmission system (thePlatform).

(c)No Warranties as to Platform. THE PLATFORM IS PROVIDED AS IS AND
		AS AVAILABLE. THE INDEMNITEES DO NOT WARRANT THE ACCURACY OR
		COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND
		EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. NO
		WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF
		MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD
		PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS IS MADE BY THE
		INDEMNITEES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT
		SHALL THE INDEMNITEES HAVE ANY LIABILITY TO ANY LENDER OR ANY OTHER PERSON FOR
		DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING
		DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR
		EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ADMINISTRATIVE
		AGENTS TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET,



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EXCEPT TO THE EXTENT THE LIABILITY OF ANY
		INDEMNITEES IS FOUND IN A FINAL, NONAPPEALABLE ORDER BY A COURT OF COMPETENT
		JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH INDEMNITEES’ GROSS
		NEGLIGENCE OR WILLFUL MISCONDUCT.

(d)Delivery Via Platform. Administrative Agent agrees that the receipt of the
		Communications by Administrative Agent at its electronic mail address set forth
		above shall constitute effective delivery of the Communications to
		Administrative Agent for purposes of the Credit Documents. Each Lender agrees
		that receipt of notice to it (as provided in the next sentence) specifying that
		the Communications have been posted to the Platform shall constitute effective
		delivery of the Communications to such Lender for purposes of the Credit
		Documents. Each Lender agrees to notify Administrative Agent in writing
		(including by electronic communication) from time to time of such Lenders
		electronic mail address to which the foregoing notice may be sent by electronic
		transmission and that the foregoing notice may be sent to such electronic mail
		address.

(e)No Prejudice to Notice Rights. Nothing herein shall prejudice the right of
		Administrative Agent or any Lender to give any notice or other communication
		pursuant to any Credit Document in any other manner specified in such Credit
		Document.

9.10 Proofs of Claim.The Lenders and each Credit Party hereby agree that
		after the occurrence of an Event of Default pursuant to Sections 8.1(f) or (g),
		in case of the pendency of any receivership, insolvency, liquidation,
		bankruptcy, reorganization, arrangement, adjustment, composition or other
		judicial proceeding relative to any Credit Party or any of the Guarantors,
		Administrative Agent (irrespective of whether the principal of any Loan shall
		then be due and payable as herein expressed or by declaration or otherwise and
		irrespective of whether Administrative Agent shall have made any demand on any
		of Credit Party or any other Person) shall be entitled and empowered, by
		intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole
		amount of principal and interest owing and unpaid in respect of the Loans and
		any other Obligations that are owing and unpaid and to file such other papers
		or documents as may be necessary or advisable in order to have the claims of
		the Lenders, Administrative Agent and other Agents (including any claim for the
		reasonable compensation, expenses, disbursements and advances of the Lenders,
		Administrative Agent and other agents and their agents and counsel and all
		other amounts due Lenders, Administrative Agent and other agents hereunder)
		allowed in such judicial proceeding; and

(b) to collect and receive any moneys or
		other property payable or deliverable on any such claims and to distribute the
		same;

and any custodian, receiver, assignee,
		trustee, liquidator, sequestrator or other similar official in any such
		judicial proceeding is hereby authorized by each Lender to make such payments
		to Administrative Agent and, in the event that Administrative Agent shall
		consent to the making of such payments directly to the Lenders, to, subject to
		Section 2.15(h), pay to Administrative Agent any amount due for the reasonable
		compensation, expenses, disbursements and advances of Administrative Agent and
		its agents and counsel, and any other amounts due Administrative Agent and
		other agents hereunder. Nothing herein contained shall be deemed to authorize





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Administrative Agent to authorize or consent
		to or accept or adopt on behalf of any Lender any plan of reorganization,
		arrangement, adjustment or composition affecting the Obligations or the rights
		of any Lenders or to authorize Administrative Agent to vote in respect of the
		claim of any Lender in any such proceeding. Further, nothing contained in this
		Section 9.10 shall affect or preclude the ability of any Lender to (i) file and
		prove such a claim in the event that Administrative Agent has not acted within
		ten (10) days prior to any applicable bar date and (ii) require an amendment of
		the proof of claim to accurately reflect such Lenders outstanding
		Obligations.

9.11 Agents and Arrangers.Except as otherwise set forth herein,
		no arrangers shall have any right, power, obligation, liability, responsibility
		or duty under this Agreement (or any other Credit Document) other than those
		applicable to all Lenders as such. Without limiting the foregoing, no such
		arrangers shall have or be deemed to have any fiduciary relationship with any
		other Lender. Each Lender acknowledges that it has not relied, and will not
		rely, on any arranger in deciding to enter into this Agreement and each other
		Credit Document to which it is a party or in taking or not taking action
		hereunder or thereunder.

SECTION 10. MISCELLANEOUS

10.1 Notices.Unless otherwise specifically provided herein, any
		notice or other communication herein required or permitted to be given to a
		Credit Party, Issuing Bank, Borrowing Base Agent or an Agent, shall be sent to
		such Persons address as set forth on Appendix B or in the other relevant
		Credit Document, and in the case of any Lender, the address as indicated on
		Appendix B or otherwise indicated to Administrative Agent in writing. Each
		notice hereunder shall be in writing and may be personally served, telexed or
		sent by telefacsimile or United States mail or courier service and shall be
		deemed to have been given when delivered in person or by courier service and
		signed for against receipt thereof, upon receipt of telefacsimile or telex, or
		three Business Days after depositing it in the United States mail with postage
		prepaid and properly addressed;provided, that
		no notice to any Issuing Bank, Agent or Borrowing Base Agent shall be effective
		until received by Issuing Bank, such Agent or Borrowing Base Agent.

10.2 Expenses.Whether or not the transactions contemplated hereby
		shall be consummated, Borrower agrees to pay promptly (a) all the actual and
		reasonable costs and expenses of preparation of the Credit Documents and any
		consents, amendments, waivers or other modifications thereto; (b) all the
		reasonable costs of furnishing all opinions by counsel for the Credit Parties;
		(c) the reasonable fees, expenses and disbursements of counsel to Agents and
		Borrowing Base Agent (including allocated costs of internal counsel) in
		connection with the negotiation, preparation, execution and administration of
		the Credit Documents and any consents, amendments, waivers or other
		modifications thereto and any other documents or matters requested by any
		Credit Party; (d) all the actual costs and expenses of creating and perfecting
		(or the non-U.S. equivalent) Liens in favor of Collateral Agent, for the
		benefit of Secured Parties pursuant hereto, including filing and recording
		fees, expenses and amounts owed pursuant to Section 2.19(c) and (d), search
		fees, title insurance premiums and fees, expenses and disbursements of counsel
		to each Agent and Borrowing Base Agent and of counsel providing any opinions
		that any Agent, Borrowing Base Agent or Requisite Lenders may request in
		respect of the Collateral or the Liens created pursuant to the Collateral
		Documents; (e) all the actual costs





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and fees, expenses and disbursements of any
		auditors, accountants, consultants or appraisers whether internal or external;
		(f) all the actual costs and expenses (including the fees, expenses and
		disbursements of counsel (including allocated costs of internal counsel) and of
		any appraisers, consultants, advisors and agents employed or retained by
		Collateral Agent and its counsel) in connection with the custody or
		preservation of any of the Collateral; (g) all other actual and costs and
		expenses incurred by each Agent and Borrowing Base Agent in connection with due
		diligence, the syndication of the Loans and Commitments and the negotiation,
		preparation and execution of the Credit Documents and any consents, amendments,
		waivers or other modifications thereto and the transactions contemplated
		thereby; (h) reasonable out of pocket expenses incurred by any Agent and
		Borrowing Base Agent in connection with having the Loans rated by one or more
		rating agencies; and (i) after the occurrence of a Default or an Event of
		Default, all costs and expenses, including attorneys fees (including
		allocated costs of internal counsel) and costs of settlement, incurred by any
		Agent, Borrowing Base Agent and Lenders in enforcing any Obligations of or in
		collecting any payments due from any Credit Party hereunder or under the other
		Credit Documents by reason of such Default or Event of Default (including in
		connection with the sale of, collection from, or other realization upon any of
		the Collateral or the enforcement of the Guaranty) or in connection with any
		refinancing or restructuring of the credit arrangements provided hereunder in
		the nature of awork outor pursuant
		to any insolvency or bankruptcy cases or proceedings.

10.3 Indemnity.

(a) In addition to the payment of expenses
		pursuant to Section 10.2, whether or not the transactions contemplated hereby
		shall be consummated, each Credit Party agrees to defend (subject to
		Indemnitees’ selection of counsel), indemnify, pay and hold harmless,
		each Agent, Borrowing Base Agent and Lender, their Affiliates and their
		respective officers, partners, directors, trustees, employees, representatives,
		attorneys, advisors and agents of each Agent, Borrowing Base Agent and each
		Lender (each, anIndemnitee), from and against any and all Indemnified Liabilities,IN ALL CASES, WHETHER OR NOT CAUSED BY
		OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE
		NEGLIGENCE OF SUCH INDEMNITEE;provided, that no Credit Party shall have any obligation to any
		Indemnitee hereunder with respect to any Indemnified Liabilities to the extent
		such Indemnified Liabilities arise from the bad faith, gross negligence or
		willful misconduct of that Indemnitee. To the extent that the undertakings to
		defend, indemnify, pay and hold harmless set forth in this Section 10.3 may be
		unenforceable in whole or in part because they are violative of any law or
		public policy, the applicable Credit Party shall contribute the maximum portion
		that it is permitted to pay and satisfy under applicable law to the payment and
		satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of
		them.WITHOUT LIMITATION OF THE
		FOREGOING, IT IS THE INTENTION OF EACH CREDIT PARTY AND EACH CREDIT PARTY
		AGREES THAT THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNITEE WITH
		RESPECT TO LOSSES, CLAIMS, DAMAGES, PENALTIES, LIABILITIES AND RELATED EXPENSES
		(INCLUDING WITHOUT LIMITATION, ALL EXPENSES OF LITIGATION OR PREPARATION
		THEREFOR), WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE
		NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNITEE.





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(b) To the extent permitted by applicable
		law, no Credit Party shall assert, and each Credit Party hereby waives, any
		claim against Lenders, Agents, Borrowing Base Agent, Issuing Bank and their
		respective Affiliates, directors, employees, representatives, attorneys,
		advisors or agents, on any theory of liability, for special, indirect,
		consequential or punitive damages (as opposed to direct or actual damages)
		(whether or not the claim therefor is based on contract, tort or duty imposed
		by any applicable legal requirement) arising out of, in connection with, as a
		result of, or in any way related to, this Agreement or any Credit Document or
		any agreement or instrument contemplated hereby or thereby or referred to
		herein or therein, the transactions contemplated hereby or thereby, any Loan or
		the use of the proceeds thereof or any act or omission or event occurring in
		connection therewith, and each Credit Party hereby waives, releases and agrees
		not to sue upon any such claim or any such damages, whether or not accrued and
		whether or not known or suspected to exist in its favor.

10.4Set Off.In addition to any rights now or
		hereafter granted under applicable law and not by way of limitation of any such
		rights, upon the occurrence of any Event of Default each Lender, Issuing Bank
		and their respective Affiliates is hereby authorized by each Credit Party at
		any time or from time to time subject to the consent of Administrative Agent
		(such consent not to be unreasonably withheld or delayed), without notice to
		any Credit Party or to any other Person (other than Administrative Agent), any
		such notice being hereby expressly waived, to set off and to appropriate and to
		apply any and all deposits (general or special, including Indebtedness
		evidenced by certificates of deposit, whether matured or unmatured, but not
		including trust accounts (in whatever currency)) and any other Indebtedness at
		any time held or owing by such Lender to or for the credit or the account of
		such Credit Party (in whatever currency) against and on account of the
		obligations and liabilities of such Credit Party to such Lender hereunder, the
		participations in any L/C Funding Support and under the other Credit Documents,
		including all claims of any nature or description arising out of or connected
		hereto and participations in any L/C Funding Support or with any other Credit
		Document, irrespective of whether or not (a) such Lender shall have made any
		demand hereunder, (b) the principal of or the interest on the Loans Guaranteed
		or any amounts in respect of any L/C Funding Support or any other amounts due
		hereunder shall have become due and payable pursuant to Section 2 and although
		such obligations and liabilities, or any of them, may be contingent or
		unmatured or (c) such obligation or liability is owed to a branch or office of
		such Lender different from the branch or office holding such deposit or
		obligation or such Indebtedness.

10.5 Amendments and Waivers.

(a)Requisite Lenders’ Consent. Subject to Sections 10.5(b) and 10.5(c), no amendment,
		modification, termination or waiver of any provision of the Credit Documents,
		or consent to any departure by any Credit Party therefrom, shall in any event
		be effective without the written concurrence of (i) in the case of this
		Agreement, Administrative Agent and the Requisite Lenders or (ii) in the case
		of any other Credit Document, Administrative Agent and, if party thereto, the
		Collateral Agent, in each case, with the consent of the Requisite
		Lenders.

(b)Affected Lenders’ Consent. Without the written consent of each Lender (other than
		a Defaulting Lender) that would be affected thereby, no amendment,
		modification, termination, or consent shall be effective if the effect thereof
		would:





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(i) extend the scheduled final maturity of
		any Loan or Note of such Lender;

(ii) waive, reduce or postpone any scheduled
		repayment due such Lender, any mandatory prepayment due such Lender pursuant to
		Section 2.13 or any right of such Lender to waive a prepayment due such Lender
		pursuant to Section 2.13;

(iii) extend the stated expiration date of
		any Letter of Credit beyond the Revolving Commitment Termination Date;

(iv) reduce the rate of interest on any Loan
		of such Lender (other than any amendment to the definition of Default
		Rate and any waiver of any increase in the interest rate applicable to
		any Loan pursuant to Section 2.9 (each of which may be affected by consent of
		the Requisite Lenders)) or any fee, in each case, payable hereunder to such
		Lender;

(v) extend the time for payment of any such
		interest or fees to such Lender;

(vi) reduce the principal amount of any Loan
		or any reimbursement or other funding obligation in respect of any Letter of
		Credit of such Lender;

(vii) amend, modify, terminate or waive any
		provision of this Section 10.5(b) or Section 10.5(c);

(viii) amend the definition of
		Requisite Lenders or Pro Rata Share;

(ix) release all or substantially all of the
		Collateral or all or substantially all of the Guarantors from the Guaranty
		except as expressly provided in the Credit Documents; or

(x) consent to the assignment or transfer by
		any Credit Party of any of its rights and obligations under any Credit
		Document;

provided,however, that
		the Fee Letter may be amended or modified, or the rights or privileges
		thereunder waived, in a writing executed only by the parties thereto.

(c)Other Consents.
		No amendment, modification, termination or waiver of any provision of the
		Credit Documents, or consent to any departure by any Credit Party therefrom,
		shall:

(i) increase any Revolving Commitment of any
		Lender over the amount thereof then in effect without the consent of such
		Lender and the Administrative Agent;provided, that
		no amendment, modification or waiver of any condition precedent, covenant,
		Default or Event of Default shall constitute an increase in any Revolving
		Commitment of any Lender;



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(ii) amend, modify, terminate or waive any
		obligation of Lenders relating to the purchase of participations in Letters of
		Credit as provided in Section 2.3 without the written consent of Administrative
		Agent and of Issuing Bank; or

(iii) amend, modify, terminate or waive any
		provision of Section 9 as the same applies to any Agent, Issuing Bank or
		Borrowing Base Agent, or any other provision hereof as the same applies to the
		rights or obligations of any Agent, Issuing Bank or Borrowing Base Agent, in
		each case without the consent of such Agent, Issuing Bank or Borrowing Base
		Agent, as applicable.

Notwithstanding anything to the contrary
		herein, no Defaulting Lender shall have any right to approve or disapprove any
		amendment, modification, waiver or consent hereunder, except that the
		Commitment of such Lender may not be increased or extended without the consent
		of such Lender.

(d)Execution of Amendments, etc. Administrative Agent may, but shall have no obligation
		to, with the concurrence of any Lender, execute amendments, modifications,
		waivers or consents on behalf of such Lender. Any waiver or consent shall be
		effective only in the specific instance and for the specific purpose for which
		it was given. No notice to or demand on any Credit Party in any case shall
		entitle any Credit Party to any other or further notice or demand in similar or
		other circumstances. Any amendment, modification, termination, waiver or
		consent effected in accordance with this Section 10.5 shall be binding upon
		each Lender at the time outstanding, each future Lender and, if signed by a
		Credit Party, on such Credit Party.

10.6 Successors and Assigns;
		Participations.

(a)Generally. This
		Agreement shall be binding upon the parties hereto and their respective
		successors and assigns and shall inure to the benefit of the parties hereto and
		the successors and assigns of Lenders. No Credit Party’s rights or
		obligations hereunder nor any interest therein may be assigned or delegated by
		any Credit Party without the prior written consent of all Lenders (and any
		attempted assignment or transfer by any Credit Party without such consent shall
		be null and void). Nothing in this Agreement, expressed or implied, shall be
		construed to confer upon any Person (other than the parties hereto, their
		respective successors and assigns permitted hereby and, to the extent expressly
		contemplated hereby, Affiliates of each of the Agents, Borrowing Base Agent and
		Lenders) any legal or equitable right, remedy or claim under or by reason of
		this Agreement.

(b)Registers. The
		Credit Parties, Administrative Agent and Lenders shall deem and treat the
		Persons listed as Lenders in the Registers as the holders and owners of the
		corresponding Commitments and Loans listed therein for all purposes hereof, and
		no assignment or transfer of any such Commitment or Loan shall be effective, in
		each case, unless and until an Assignment Agreement effecting the assignment or
		transfer thereof shall have been delivered to and accepted by Administrative
		Agent and recorded in the Registers as provided in Section 10.6(e). Prior to
		such recordation, all amounts owed with respect to the applicable Commitment or
		Loan shall be owed to the Lender listed in the Registers as the owner thereof,
		and any request, authority or consent of any Person who, at the time of making
		such request or giving such authority or consent, is listed in the Registers as
		a Lender shall be conclusive and binding on any



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subsequent holder, assignee or transferee of
		the corresponding Commitments or Loans. Solely for the purposes of maintaining
		the Registers and for tax purposes only Administrative Agent shall be deemed to
		be acting on behalf of the Credit Parties.

(c)Right to Assign.
		Each Lender shall have the right at any time to sell, assign or transfer all or
		a portion of its rights and obligations under this Agreement, on a pro rata
		basis only, with respect to all or a portion of its Commitment or Loans owing
		to it or other Obligations (provided,however, that each such assignment shall be of a uniform, and
		not varying, percentage of all rights and obligations under and in respect of
		any Loan and any related Commitments):

(i) to any Person meeting the criteria of
		clause (i)(a) or clause (ii)(a) of the definition of the term of Eligible
		Assignee upon the giving of notice to Administrative Agent; and

(ii) to any Person otherwise constituting an
		Eligible Assignee with the consent of Administrative Agent;provided, that
		each such assignment pursuant to this Section 10.6(c)(ii) shall be in an
		aggregate amount of not less than (A) $2,000,000 (or such lesser amount as may
		be agreed to by Borrower and Administrative Agent or as shall constitute the
		aggregate amount of the Revolving Commitments and Revolving Loans of the
		assigning Lender) with respect to the assignment of the Revolving Commitments
		and Revolving Loans and (B) $2,000,000 (or such lesser amount as may be
		agreed to by Borrower and Administrative Agent or as shall constitute the
		aggregate amount of the Tranche A Term Loans of the assigning Lender) with
		respect to the assignment of Tranche A Term Loans.

(d)Mechanics. The
		assigning Lender and the assignee thereof shall execute and deliver to
		Administrative Agent an Assignment Agreement, together with such forms,
		certificates or other evidence, if any, with respect to United States Federal
		income tax withholding matters as the assignee under such Assignment Agreement
		may be required to deliver to Administrative Agent pursuant to Section 2.19(e).
		In addition, each assignee of a Lender shall execute an acknowledgment to the
		agreement among lenders entered into between the Lenders, the Agents and the
		Borrowing Base Agent on the Closing Date.

(e)Notice of Assignment. Upon its receipt and acceptance of a duly executed and
		completed Assignment Agreement, any forms, certificates or other evidence
		required by this Agreement in connection therewith, Administrative Agent shall
		record the information contained in such Assignment Agreement in the Register,
		shall give prompt notice thereof to Borrower and shall maintain a copy of such
		Assignment Agreement.

(f)Representations and Warranties of
		Assignee. Each Lender, upon execution
		and delivery hereof or upon executing and delivering an Assignment Agreement,
		as the case may be, represents and warrants as of the Closing Date or as of the
		applicable Effective Date (as defined in the applicable Assignment Agreement)
		that (i) it is an Eligible Assignee; (ii) it has experience and expertise in
		the making of or investing in commitments or loans such as the applicable
		Commitments or Loans, as the case may be; and (iii) it will make or invest in,
		as the case may be, its Commitments or Loans for its own account in the
		ordinary course of its business and without a view to distribution of such
		Commitments or Loans within the meaning of the



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Securities Act or the Exchange Act or other
		Federal securities laws (it being understood that, subject to the provisions of
		this Section 10.6, the disposition of such Revolving Commitments or Loans or
		any interests therein shall at all times remain within its exclusive
		control).

(g)Effect of Assignment. Subject to the terms and conditions of this Section
		10.6, as of the Effective Date specified in the applicable
		Assignment Agreement: (i) the assignee thereunder shall have the rights and
		obligations of a Lender hereunder to the extent such rights and
		obligations hereunder have been assigned to it pursuant to such Assignment
		Agreement and shall thereafter be a party hereto and a Lender for
		all purposes hereof; (ii) the assigning Lender thereunder shall, to the extent
		that rights and obligations hereunder have been assigned thereby pursuant to
		such Assignment Agreement, relinquish its rights (other than any rights which
		survive the termination hereof under Section 10.9) and be released from its
		obligations hereunder (and, in the case of an Assignment Agreement covering all
		or the remaining portion of an assigning Lender’s rights and obligations
		hereunder, such Lender shall cease to be a party hereto;provided, that
		anything contained in any of the Credit Documents to the contrary
		notwithstanding,(y) Issuing Bank shall continue to have all rights and
		obligations thereof with respect to such Letters of Credit until the
		cancellation or expiration of such Letters of Credit and the reimbursement of
		any amounts drawn thereunder and (z) such assigning Lender shall continue to be
		entitled to the benefit of all indemnities hereunder as specified herein with
		respect to matters arising out of the prior involvement of such assigning
		Lender as a Lender hereunder); (iii) the Commitments shall be modified to
		reflect the Commitment of such assignee and any Commitment of such assigning
		Lender, if any; and (iv) if any such assignment occurs after the issuance of
		any Note hereunder, the assigning Lender shall, upon the effectiveness of such
		assignment or as promptly thereafter as practicable, surrender its applicable
		Notes to Administrative Agent for cancellation, and thereupon Borrower shall
		issue and deliver new Notes, if so requested by the assignee and/or assigning
		Lender, to such assignee and/or to such assigning Lender, with appropriate
		insertions, to reflect the new Commitments and/or outstanding Loans of the
		assignee and/or the assigning Lender.

(h)Participations.
		Each Lender shall have the right at any time to sell one or more participations
		to any Person (other than Holdings, any of its Subsidiaries or any of its
		Affiliates) in all or any part of its Commitments, Loans or in any other
		Obligation. The holder of any such participation (aParticipant), other than an Affiliate of the Lender granting such
		participation, shall not be entitled to require such Lender to take or omit to
		take any action hereunder except with respect to any amendment, modification or
		waiver that would (i) extend the final scheduled maturity of any Loan, Note or
		Letter of Credit (unless such Letter of Credit is not extended beyond the
		Revolving Commitment Termination Date) in which such Participant is
		participating, or reduce the rate or extend the time of payment of interest or
		fees thereon (except any amendment to the definition of Default
		Rate or in connection with a waiver of applicability of any post default
		increase in interest rates) or reduce the principal amount thereof, or increase
		the amount of the Participant’s participation over the amount thereof
		then in effect (it being understood that a waiver of any Default or Event of
		Default or of a mandatory reduction in the Commitment shall not constitute a
		change in the terms of such participation, and that an increase in any
		Commitment or Loan shall be permitted without the consent of any Participant if
		the Participant’s participation is not increased as a result thereof),
		(ii) consent to the assignment or transfer by any Credit Party of any of its
		rights and obligations under this Agreement, or (iii) release all or
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substantially all of the Guarantors from the
		Guaranty (in each case, except as expressly provided in the Credit Documents)
		supporting the Loans hereunder in which such Participant is participating. Each
		Credit Party agrees that each Participant shall be entitled, through the
		participating Lender, to the benefits of Sections 2.17(c), 2.18 and 2.19 to the
		same extent as if it were a Lender and had acquired its interest by assignment
		pursuant to clause (c) of this Section;provided, that
		(i) a Participant shall not be entitled to receive any greater payment under
		Section 2.18 or 2.19 than the applicable Lender would have been entitled to
		receive with respect to the participation sold to such Participant, unless the
		sale of the participation to such Participant is made with Borrower’s
		prior written consent, and (ii) a Participant that would be a Non-U.S. Lender
		if it were a Lender shall not be entitled to the benefits of Section 2.19
		unless the Borrower is notified of the participation sold to such Participant
		and such Participant agrees, for the benefit of the Credit Parties, to comply
		with Section 2.19 as though it were a Lender. To the extent permitted by law,
		each Participant also shall be entitled to the benefits of Section 10.4 as
		though it were a Lender, provided such Participant agrees to be subject to
		Section 2.16 as though it were a Lender.

(i)Certain Other Assignments. In addition to any other assignment permitted pursuant
		to this Section 10.6, any Lender may assign, pledge and/or grant a security
		interest in, all or any portion of its Loans, the other Obligations owed by or
		to such Lender, and its Notes, if any, to secure obligations of such Lender,
		including to any Federal Reserve Bank as collateral security pursuant to
		Regulation A of the Board of Governors of the Federal Reserve System and any
		operating circular issued by such Federal Reserve Bank;provided, that
		no Lender, as between the Credit Parties and such Lender, shall be relieved of
		any of its obligations hereunder as a result of any such assignment and pledge,
		andprovidedfurther, that in
		no event shall the applicable Federal Reserve Bank, pledgee or trustee be
		considered to be aLenderor be
		entitled to require the assigning Lender to take or omit to take any action
		hereunder.

10.7 Special Purpose Funding Vehicles.Notwithstanding anything to the
		contrary contained herein, any Lender (aGranting Lender) may grant to a special purpose funding vehicle (aSPC), identified as such in writing from time to time by
		the Granting Lender to Administrative Agent and Borrower, the option to provide
		to Borrower all or any part of any Loan that such Granting Lender would
		otherwise be obligated to make to Borrower pursuant to this Agreement;provided, that (x) nothing herein shall constitute a commitment
		by any SPC to make any Loans and (y) if an SPC elects not to exercise such
		option or otherwise fails to provide all or any part of such Loan, the Granting
		Lender shall be obligated to make such Loan pursuant to the terms hereof. The
		making of a Loan by an SPC hereunder shall utilize the Commitment of the
		Granting Lender to the same extent, and as if, such Loan were made by such
		Granting Lender. Each party hereto hereby agrees that no SPC shall be liable
		for any indemnity or similar payment obligation under this Agreement (all
		liability for which shall remain with the Granting Lender). In furtherance of
		the foregoing, each party hereto hereby agrees (which agreement shall survive
		the termination of this Agreement) that, prior to the date that is one year and
		one day after the payment in full of all outstanding commercial paper or other
		senior indebtedness of any SPC, it will not institute against, or join any
		other person in instituting against, such SPC any bankruptcy, reorganization,
		arrangement, insolvency or liquidation proceedings under the laws of the United
		States or any State thereof. In addition, notwithstanding anything to the
		contrary contained in this clause, any SPC may (i) with notice to, but without
		the prior written consent of, Borrower or Administrative Agent and without
		paying any processing fee therefor, assign all or a portion of



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its interests in any Loans to the Granting
		Lender or to any financial institutions (consented to by Borrower and
		Administrative Agent) providing liquidity and/or credit support to or for the
		account of such SPC to support the funding or maintenance of Loans and (ii)
		disclose on a confidential basis any non-public information relating to its
		Loans to any rating agency, commercial paper dealer or provider of any surety,
		guarantee or credit or liquidity enhancement to such SPC. This Section may not
		be amended without the written consent of the SPC. Borrower acknowledges and
		agrees, subject to the next sentence, that, to the fullest extent permitted
		under applicable law, each SPC, for purposes of Sections 2.16, 2.17, 2.18,
		2.19, 10.2, 10.3 and 10.4, shall be considered a Lender. Borrower shall not be
		required to pay any amount under Sections 2.16, 2.17, 2.18, 2.19, 10.2, 10.3
		and 10.4 that is greater than the amount which it would have been required to
		pay had no grant been made by a Granting Lender to a SPC.

10.8 Independence of Covenants.All covenants hereunder shall be given
		independent effect so that if a particular action or condition is not permitted
		by any of such covenants, the fact that it would be permitted by an exception
		to, or would otherwise be within the limitations of, another covenant shall not
		avoid the occurrence of a Default or an Event of Default if such action is
		taken or condition exists.

10.9 Survival of Representations,
		Warranties and Agreements.All
		representations, warranties and agreements made herein shall survive the
		execution and delivery hereof and the making of any Credit Extension.
		Notwithstanding anything herein or implied by law to the contrary, the
		agreements of each Credit Party set forth in Sections 2.17(c), 2.18, 2.19,
		10.2, 10.3 and 10.4 and the agreements of Lenders set forth in Sections 2.16,
		9.3(b) and 9.6 shall survive the payment of the Loans, the cancellation or
		expiration of the Letters of Credit and the reimbursement of any amounts drawn
		thereunder, and the termination hereof.

10.10 No Waiver; Remedies Cumulative.No failure or delay on the part of any
		Agent, Borrowing Base Agent or any Lender in the exercise of any power, right
		or privilege hereunder or under any other Credit Document shall impair such
		power, right or privilege or be construed to be a waiver of any default or
		acquiescence therein, nor shall any single or partial exercise of any such
		power, right or privilege preclude other or further exercise thereof or of any
		other power, right or privilege. The rights, powers and remedies given to each
		Agent, Borrowing Base Agent and each Lender hereby are cumulative and shall be
		in addition to and independent of all rights, powers and remedies existing by
		virtue of any statute or rule of law or in any of the other Credit Documents or
		any of the Interest Rate Agreements. Any forbearance or failure to exercise,
		and any delay in exercising, any right, power or remedy hereunder shall not
		impair any such right, power or remedy or be construed to be a waiver thereof,
		nor shall it preclude the further exercise of any such right, power or
		remedy.

10.11 Marshalling; Payments Set Aside.Neither any Agent, Borrowing Base Agent
		nor any Lender shall be under any obligation to marshal any assets in favor of
		any Credit Party or any other Person or against or in payment of any or all of
		the Obligations. To the extent that any Credit Party makes a payment or
		payments to Administrative Agent, Issuing Bank or Lenders (or to Administrative
		Agent, on behalf of Lenders or Issuing Bank or Administrative Agent, Collateral
		Agent or Lenders enforce any security interests or exercise their rights of
		setoff, and such payment or payments or the proceeds of such enforcement or
		setoff or any part thereof are subsequently invalidated, declared to be
		fraudulent or preferential, set aside and/or required



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to be repaid to a trustee, receiver or any
		other party under any bankruptcy law, any other state or Federal law, common
		law or any equitable cause, then, to the extent of such recovery, the
		obligation or part thereof originally intended to be satisfied, and all Liens,
		rights and remedies therefor or related thereto, shall be revived and continued
		in full force and effect as if such payment or payments had not been made or
		such enforcement or setoff had not occurred.

10.12 Severability.In case any provision in or obligation hereunder or any
		Note or other Credit Document shall be invalid, illegal or unenforceable in any
		jurisdiction, the validity, legality and enforceability of the remaining
		provisions or obligations, or of such provision or obligation in any other
		jurisdiction, shall not in any way be affected or impaired thereby.

10.13 Obligations Several; Independent
		Nature of Lenders’ Rights.The
		obligations of Lenders hereunder are several and no Lender shall be responsible
		for the obligations or Commitment of any other Lender hereunder. Nothing
		contained herein or in any other Credit Document, and no action taken by
		Lenders pursuant hereto or thereto, shall be deemed to constitute Lenders as a
		partnership, an association, a joint venture or any other kind of entity. The
		amounts payable at any time hereunder to each Lender shall be a separate and
		independent debt, and each Lender shall be entitled to protect and enforce its
		rights arising out hereof and it shall not be necessary for any other Lender to
		be joined as an additional party in any proceeding for such purpose.

10.14 Headings.Section headings herein are included herein for
		convenience of reference only and shall not constitute a part hereof for any
		other purpose or be given any substantive effect.

10.15 APPLICABLE LAW. THIS AGREEMENT AND
		THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND
		SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
		NEW YORK.

10.16 CONSENT TO JURISDICTION.

(a)ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY CREDIT
		PARTY ARISING OUT OF OR RELATING HERETO OR ANY OTHER CREDIT DOCUMENT, OR ANY OF
		THE OBLIGATIONS, MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT
		JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK. BY EXECUTING AND
		DELIVERING THIS AGREEMENT, EACH CREDIT PARTY, FOR ITSELF AND IN CONNECTION WITH
		ITS PROPERTIES, IRREVOCABLY (i) ACCEPTS GENERALLY AND UNCONDITIONALLY THE
		NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS; (ii) WAIVES ANY DEFENSE OF
		FORUM NON CONVENIENS; (iii) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH
		PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL,
		RETURN RECEIPT REQUESTED, TO THE APPLICABLE CREDIT PARTY AT ITS ADDRESS
		PROVIDED IN ACCORDANCE WITH SECTION 10.1 AND TO ANY PROCESS AGENT SELECTED IN
		ACCORDANCE WITH SECTION 3.1(z) ABOVE IS SUFFICIENT TO CONFER PERSONAL
		JURISDICTION OVER THE APPLICABLE



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CREDIT PARTY IN ANY SUCH PROCEEDING IN
		ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN
		EVERY RESPECT; AND (iv) AGREES THAT AGENTS, BORROWING BASE AGENT AND LENDERS
		RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO
		BRING PROCEEDINGS AGAINST ANY CREDIT PARTY IN THE COURTS OF ANY OTHER
		JURISDICTION.

(b)EACH CREDIT PARTY HEREBY AGREES THAT PROCESS MAY BE
		SERVED ON IT BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE ADDRESSES
		PERTAINING TO IT AS SPECIFIED IN SECTION 10.1. ANY AND ALL SERVICE OF PROCESS
		AND ANY OTHER NOTICE IN ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE EFFECTIVE
		AGAINST ANY CREDIT PARTY IF GIVEN BY REGISTERED OR CERTIFIED MAIL, RETURN
		RECEIPT REQUESTED, OR BY ANY OTHER MEANS OR MAIL WHICH REQUIRES A SIGNED
		RECEIPT, POSTAGE PREPAID, MAILED AS PROVIDED ABOVE.

10.17 WAIVER OF JURY TRIAL. EACH OF THE
		PARTIES HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF
		ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER OR UNDER ANY OF
		THE OTHER CREDIT DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT
		MATTER OF THIS LOAN TRANSACTION OR THE LENDER/BORROWER RELATIONSHIP THAT IS
		BEING ESTABLISHED. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING
		OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE
		SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS,
		BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY
		HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A
		BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING
		INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS
		RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT
		IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND
		VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL
		COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER
		ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY
		REFERRING TO THIS SECTION 10.17 AND EXECUTED BY EACH OF THE PARTIES HERETO),
		AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS
		OR MODIFICATIONS HERETO OR ANY OF THE OTHER CREDIT DOCUMENTS OR TO ANY OTHER
		DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS MADE HEREUNDER. IN THE EVENT OF
		LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE
		COURT.

10.18 Confidentiality.Each Lender shall hold all non-public information
		regarding Holdings and its Subsidiaries and their businesses clearly identified
		as such by Holdings and



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obtained by such Lender pursuant to the
		requirements hereof in accordance with such Lender’s customary procedures
		for handling confidential information of such nature, it being understood and
		agreed by each Credit Party that, in any event, a Lender may make (i)
		disclosures of such information to Affiliates of such Lender and to their
		directors, officers, employees, agents and advisors (and to other persons
		authorized by a Lender or Agent or Borrowing Base Agent to organize, present or
		disseminate such information in connection with disclosures otherwise made in
		accordance with this Section 10.18), (ii) disclosures of such information
		reasonably required by any bona fide or potential assignee, transferee or
		participant in connection with the contemplated assignment, transfer or
		participation by such Lender of any Loans or any participations therein or by
		any direct or indirect contractual counterparties (or the professional advisors
		thereto) in Interest Rate Agreements (provided, such
		counterparties and advisors are advised of and agree to be bound by the
		provisions of this Section 10.18), (iii) disclosure to any rating agency when
		required by it,providedthat, prior to any disclosure, such rating agency shall
		undertake in writing to preserve the confidentiality of any confidential
		information relating to the Credit Parties received by it from any of the
		Agents, Borrowing Base Agent or any Lender, (iv) disclosures to any
		Lender’s financing sources, provided that prior to any disclosure, such
		financing source is informed of the confidential nature of the information, (v)
		disclosure of information which (A) becomes publicly available other than as a
		result of a breach of this Section 10.18 or (B) becomes available to
		Administrative Agent or any Lender on a non-confidential basis from a source
		other than a Credit Party, and (vi) disclosures required or requested by any
		governmental agency or examiner or representative thereof or by the NAIC or
		pursuant to legal or judicial process;provided, that
		unless specifically prohibited by applicable law or court order, each Lender
		shall make reasonable efforts to notify Borrower of any request by any
		governmental agency or representative thereof (other than any such request in
		connection with any examination of the financial condition or other routine
		examination of such Lender by such governmental agency) for disclosure of any
		such non-public information prior to disclosure of such information.
		Notwithstanding the foregoing, on or after the Closing Date, Administrative
		Agent may, in consultation with Borrower, at its own expense, issue news
		releases and publishtombstoneadvertisements and other announcements relating to this transaction in
		newspapers, trade journals and other appropriate media.

10.19 Usury Savings
		Clause.Notwithstanding any other
		provision herein, the aggregate interest rate charged or agreed to be paid with
		respect to any of the Obligations, including all charges or fees in connection
		therewith deemed in the nature of interest under applicable law shall not
		exceed the Highest Lawful Rate. If the rate of interest (determined without
		regard to the preceding sentence) under this Agreement at any time exceeds the
		Highest Lawful Rate, the outstanding amount of the Loans made hereunder shall
		bear interest at the Highest Lawful Rate until the total amount of interest due
		hereunder equals the amount of interest which would have been due hereunder if
		the stated rates of interest set forth in this Agreement had at all times been
		in effect. In addition, if when the Loans made hereunder are repaid in full the
		total interest due hereunder (taking into account the increase provided for
		above) is less than the total amount of interest which would have been due
		hereunder if the stated rates of interest set forth in this Agreement had at
		all times been in effect, then to the extent permitted by law, Borrower shall
		pay to Administrative Agent an amount equal to the difference between the
		amount of interest paid and the amount of interest which would have been paid
		if the Highest Lawful Rate had at all times been in effect. Notwithstanding the
		foregoing, it is the intention of Lenders and Borrower to conform strictly to
		any applicable usury laws. Accordingly, if any





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Lender contracts for, charges, or receives
		any consideration which constitutes interest in excess of the Highest Lawful
		Rate, then any such excess shall be cancelled automatically and, if previously
		paid, shall at such Lender’s option be applied to the outstanding amount
		of the Loans made hereunder or be refunded to Borrower. In determining whether
		the interest contracted for, charged, or received by Administrative Agent or a
		Lender exceeds the Highest Lawful Rate, such Person may, to the extent
		permitted by applicable law, (a) characterize any payment that is not principal
		as an expense, fee, or premium rather than interest, (b) exclude voluntary
		prepayments and the effects thereof, and (c) amortize, prorate, allocate, and
		spread in equal or unequal parts the total amount of interest, throughout the
		contemplated term of the Obligations hereunder.

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

10.21 Effectiveness.This Agreement shall become effective upon the execution
		of a counterpart hereof by each of the parties hereto and receipt by Holdings
		and Administrative Agent of written or telephonic notification of such
		execution and authorization of delivery thereof.

10.22 Patriot Act.Each Lender and Administrative Agent (for itself and not
		on behalf of any Lender) hereby notifies each Credit Party that pursuant to the
		requirements of the Patriot Act, it is required to obtain, verify and record
		information that identifies such Credit Party, which information includes the
		name and address of such Credit Party and other information that will allow
		such Lender or Administrative Agent, as applicable, to identify such Credit
		Party in accordance with the Patriot Act.

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

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

10.25 Advertising and Publicity.No Credit Party shall issue or
		disseminate to the public (by advertisement, including without limitation any
		tombstone advertisement, press release or otherwise), submit for
		publication or otherwise cause or seek to publish any information describing
		the credit or other financial accommodations made available by Lenders pursuant
		to this Agreement and the other Credit Documents without the prior written
		consent of Administrative Agent. Nothing in the foregoing shall be construed to
		prohibit any Credit Party from making any submission or filing which it is
		required to make by applicable law or pursuant



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to judicial process;provided, that,
		(i) such filing or submission shall contain only such information as is
		necessary to comply with applicable law or judicial process and (ii) unless
		specifically prohibited by applicable law or court order, such Credit Party
		shall promptly notify Administrative Agent of the requirement to make such
		submission or filing and provide Administrative Agent with a copy
		thereof.

10.26 Power of Attorney.If a party to this Agreement represented by an attorney
		or attorneys in connection with the execution of any Credit Document, and the
		relevant power of attorney is expressed to be governed by Netherlands laws,
		such choice of law is hereby accepted by the other party in accordance with
		article 14 of the Hague Convention on the Law Applicable to Agency of 14 March
		1978.

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



BORROWER:PROLIANCE INTERNATIONAL,
				  INC.By:
			 /s/ Richard A. WisotName: Richard A. WisotTitle: Vice President




GUARANTORS:AFTERMARKET LLCBy:
			 /s/ Richard A. WisotName: Richard A. WisotTitle: Vice President




AFTERMARKET DELAWARE
				  CORPORATIONBy:
			 /s/ Richard A. WisotName: Richard A. WisotTitle: Vice President




SILVER POINT FINANCE,
				  LLC,as Administrative Agent, Lead
				  Arranger and Collateral AgentBy:
			 /s/ Michael A. GattoName: Michael A. GattoTitle: Authorized Signatory






---





WACHOVIA CAPITAL FINANCE
				  CORPORATION (NEW ENGLAND),as Borrowing Base Agent and a
				  LenderBy:
			 /s/ Willis A. WilliamsName: Willis A. WilliamsTitle: Vice President






---





WACHOVIA BANK, NATIONAL
				  ASSOCIATION,as Issuing BankBy:
			 /s/ Willis A. WilliamsName: Willis A. WilliamsTitle: Vice President




---





SPF CDO I, LTD.By:
			 /s/ Richard PetrilliName: Richard PetrilliTitle: Authorized Signatory




---





SPCP GROUP,
				  L.L.C.By:
			 /s/ Richard PetrilliName: Richard PetrilliTitle: Authorized Signatory




---



APPENDIX A-1

TO CREDIT AND GUARANTY
		AGREEMENT

Tranche A Term Loan
		Commitments



Lender
			 
			 Tranche A Term Loan
				  Commitment
			 
			 ProRata
				  ShareSPCP Group, L.L.C.
			 
			 $
			 37,500,000
			 
			 75
			 %SPF CDO I, Ltd.
			 
			 $
			 12,500,000
			 
			 25
			 %Total
			 
			 $
			 50,000,000
			 
			 100
			 %






Appendix A-1



---



APPENDIX A-2

TO CREDIT AND GUARANTY
		AGREEMENT

Revolving A Commitments



Lender
			 
			 Revolving A Commitment
			 
			 Pro Rata ShareWachovia Capital Finance Corporation
				  (New England)
			 
			 $
			 25,000,000
			 
			 100
			 %Total
			 
			 $
			 25,000,000
			 
			 100
			 %






Appendix A-2



---



APPENDIX A-3

TO CREDIT AND GUARANTY
		AGREEMENT

Revolving B Commitments



Lender
			 
			 Revolving B Commitment
			 
			 Pro Rata ShareSPCP Group, L.L.C.
			 
			 $
			 18,750,000
			 
			 75
			 %SPF CDO I, Ltd.
			 
			 $
			 6,250,000
			 
			 25
			 %Total
			 
			 $
			 25,000,000
			 
			 100
			 %








Appendix A-3



---



APPENDIX B

TO CREDIT AND GUARANTY
		AGREEMENT

Notice Addresses

PROLIANCE INTERNATIONAL, INC.

100 Gando Drive

New Haven, Connecticut 06513

Attention: Richard A. Wisot

Facsimile: (203) 865-3723

with copies to:

Jones Day

222 East 41st Street

New York, New York 10017

Attention: James J. Salerno, Esq.

Facsimile: (212) 755-7306





Appendix B-1



---



SILVER POINT FINANCE, LLC

as Administrative Agent and Collateral Agent

Silver Point Finance, LLC

Two Greenwich Plaza, 1st Floor

Greenwich, CT 06830

Attention: Portfolio Manager

Telecopier: (203) 542-4300

SPF CDO I, LTD.

as Lender

c/o Silver Point Capital, L.P.

Two Greenwich Plaza, 1st
		Floor

Greenwich, CT 06830

Attention: Nancy Weir

Phone: 203-542-4469

Telecopier: 203-738-1014

Email:
		creditadmin@silverpointcapital.com

Ref: Proliance

SPCP Group, L.L.C.

as Lender

2 Greenwich Plaza

1st Floor

Greenwich, CT 06830

Attention: Nancy Weir

Phone: 203-542-4469

Telecopier: 203-286-2139

Email:
		creditadmin@silverpointcapital.com

Ref: Proliance

with copies to:

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022





Appendix B-2



---



Attention: Frederic L. Ragucci, Esq.

Telecopier: (212) 593-5955

WACHOVIA CAPITAL FINANCE CORPORATION (NEW
		ENGLAND)

as Lender and Borrowing Base Agent

One Post Office Square, Suite 3600

Boston, MA 02109

Attention: Willis Williams, Vice
		President

Phone: 617-338-1998

Telecopier: 617-338-1497

WACHOVIA BANK, NATIONAL ASSOCIATION

as Issuing Lender

One Post Office Square, Suite 3600

Boston, MA 02109

Attention: Willis Williams, Vice
		President

Phone: 617-338-1998

Telecopier: 617-338-1497





Appendix B-3



---