a5823424ex10-4.htm


    
      Exhibit 10.4

      EXECUTION
VERSION

      


      [Published
CUSIP Number __________]

    

     

    
      CREDIT
AGREEMENT

       

       

      dated
as of July 28, 2008

       

       

      among

       

       

      BE
AEROSPACE, INC.,

       

       

      CERTAIN
LENDERS,

       

       

      JPMORGAN
CHASE BANK, N.A.,

      as
Administrative Agent,

       

       

      UBS
SECURITIES LLC

      and

      CREDIT
SUISSE SECURITIES (USA) LLC,

      as
Syndication Agents

       

       

      and

       

       

      THE
ROYAL BANK OF SCOTLAND PLC,

      WELLS
FARGO BANK, N.A. and SUNTRUST BANK,

      as
Documentation Agents

       

      


       

      _____________________________

       

      J.P.
MORGAN SECURITIES INC.,

      UBS
SECURITIES LLC

      and

      CREDIT
SUISSE SECURITIES (USA) LLC,

      as
Joint Lead Arrangers and Joint Bookrunners

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      


      TABLE
OF CONTENTS

       

      Page

       

      
        
          	
                  ARTICLE
      I

                  DEFINITIONS

                	 
	 	 	 	 	 	 
	
                  Section
      1.1

                	
                  Defined
      Terms

                	 	 	1	 
	
                  Section
      1.2

                	
                  Other
      Definitional Provisions

                	 	 	36	 
	 
      	 
      	 	 	 	 
	
                  ARTICLE
      II

                  AMOUNT
      AND TERMS OF TRANCHE B TERM LOAN COMMITMENTS

                	 
	 	 	 	 	 	 
	
                  Section
      2.1

                	
                  Tranche B
      Term Loans

                	 	 	36	 
	
                  Section
      2.2

                	
                  Repayment
      of Tranche B Term Loans

                	 	 	37	 
	
                  Section
      2.3

                	
                  Proceeds
      of Tranche B Term Loans

                	 	 	37	 
	 
      	 
      	 	 	 	 
	
                  ARTICLE
      III

                  AMOUNT
      AND TERMS OF INCREMENTAL TERM LOANS

                	 
	 	 	 	 	 	 
	
                  Section
      3.1

                	
                  Requests
      for Additional Loans

                	 	 	37	 
	
                  Section
      3.2

                	
                  Ranking
      and Other Provisions

                	 	 	37	 
	
                  Section
      3.3

                	
                  Notices;
      Lender Elections

                	 	 	38	 
	
                  Section
      3.4

                	
                  Additional
      Facility Amendment

                	 	 	38	 
	
                  Section
      3.5

                	
                  Effective
      Date and Allocations

                	 	 	39	 
	
                  Section
      3.6

                	
                  Conditions
      to Effectiveness of Increase

                	 	 	39	 
	
                  Section
      3.7

                	
                  Effect
      of Additional Facility Amendment

                	 	 	40	 
	 
      	 
      	 	 	 	 
	
                  ARTICLE
      IV

                  AMOUNT
      AND TERMS OF REVOLVING CREDIT COMMITMENTS

                	 
	 	 	 	 	 	 
	
                  Section
      4.1

                	
                  Revolving
      Credit Commitments

                	 	 	40	 
	
                  Section
      4.2

                	
                  Proceeds
      of Revolving Credit Loans

                	 	 	41	 
	
                  Section
      4.3

                	
                  Issuance
      of Letters of Credit

                	 	 	41	 
	
                  Section
      4.4

                	
                  Participating
      Interests

                	 	 	41	 
	
                  Section
      4.5

                	
                  Procedure
      for Opening Letters of Credit

                	 	 	42	 
	
                  Section
      4.6

                	
                  Payments
      in Respect of Letters of Credit

                	 	 	42	 
	
                  Section
      4.7

                	
                  Swing
      Line Commitment

                	 	 	43	 
	
                  Section
      4.8

                	
                  Participations

                	 	 	44	 
	 
      	 
      	 	 	 	 
	
                  ARTICLE
      V

                  GENERAL
      PROVISIONS APPLICABLE TO LOANS AND LETTERS OF CREDIT

                	 
	 	 	 	 	 	 
	
                  Section
      5.1

                	
                  Procedure
      for Borrowing by the Company

                	 	 	44	 
	
                  Section
      5.2

                	
                  Repayment
      of Loans; Evidence of Debt

                	 	 	45	 
	
                  Section
      5.3

                	
                  Conversion
      and Continuation Options

                	 	 	46	 
	
                  Section
      5.4

                	
                  Changes
      of Commitment Amounts

                	 	 	47	 
	
                  Section
      5.5

                	
                  Optional
      Prepayments

                	 	 	47	 


        

         

         

        
          
             

          

          
            i

            
              

            

          

          
             

          

        

         

        
          	
                  Section
      5.6

                	
                  Mandatory
      Prepayments

                	 	 	48	 
	
                  Section
      5.7

                	
                  Interest
      Rates and Payment Dates

                	 	 	50	 
	
                  Section
      5.8

                	
                  Computation
      of Interest and Fees

                	 	 	51	 
	
                  Section
      5.9

                	
                  Commitment
      Fees

                	 	 	51	 
	
                  Section
      5.10

                	
                  Certain
      Fees

                	 	 	51	 
	
                  Section
      5.11

                	
                  Letter
      of Credit Fees

                	 	 	52	 
	
                  Section
      5.12

                	
                  Letter
      of Credit Reserves

                	 	 	52	 
	
                  Section
      5.13

                	
                  Further
      Assurances

                	 	 	53	 
	
                  Section
      5.14

                	
                  Obligations
      Absolute

                	 	 	53	 
	
                  Section
      5.15

                	
                  Assignments

                	 	 	54	 
	
                  Section
      5.16

                	
                  Participations

                	 	 	54	 
	
                  Section
      5.17

                	
                  Inability
      to Determine Interest Rate for Eurodollar Loans

                	 	 	54	 
	
                  Section
      5.18

                	
                  Pro
      Rata Treatment and Payments

                	 	 	55	 
	
                  Section
      5.19

                	
                  Illegality

                	 	 	56	 
	
                  Section
      5.20

                	
                  Requirements
      of Law

                	 	 	56	 
	
                  Section
      5.21

                	
                  Indemnity

                	 	 	58	 
	
                  Section
      5.22

                	
                  Replacement
      of Lenders

                	 	 	58	 
	
                  Section
      5.23

                	
                  Taxes

                	 	 	59	 
	 
      	 
      	 	 	 	 
	
                  ARTICLE
      VI

                  REPRESENTATIONS
      AND WARRANTIES

                	 
	 	 
	
                  Section
      6.1

                	
                  Corporate
      Existence; Compliance with Law

                	 	 	61	 
	
                  Section
      6.2

                	
                  Corporate
      Power; Authorization

                	 	 	62	 
	
                  Section
      6.3

                	
                  Enforceable
      Obligations

                	 	 	62	 
	
                  Section
      6.4

                	
                  No
      Conflict With Law or Contractual Obligations

                	 	 	62	 
	
                  Section
      6.5

                	
                  No
      Material Litigation

                	 	 	62	 
	
                  Section
      6.6

                	
                  Investment
      Company Act

                	 	 	63	 
	
                  Section
      6.7

                	
                  Federal
      Reserve Regulations

                	 	 	63	 
	
                  Section
      6.8

                	
                  No
      Default

                	 	 	63	 
	
                  Section
      6.9

                	
                  Taxes

                	 	 	63	 
	
                  Section
      6.10

                	
                  Subsidiaries

                	 	 	63	 
	
                  Section
      6.11

                	
                  Ownership
      of Property; Liens

                	 	 	64	 
	
                  Section
      6.12

                	
                  ERISA

                	 	 	64	 
	
                  Section
      6.13

                	
                  Environmental
      Matters

                	 	 	64	 
	
                  Section
      6.14

                	
                  Accuracy
      and Completeness of Financial Statements

                	 	 	65	 
	
                  Section
      6.15

                	
                  Absence
      of Undisclosed Liabilities

                	 	 	65	 
	
                  Section
      6.16

                	
                  No
      Material Adverse Change

                	 	 	65	 
	
                  Section
      6.17

                	
                  Solvency

                	 	 	65	 
	
                  Section
      6.18

                	
                  Intellectual
      Property

                	 	 	65	 
	
                  Section
      6.19

                	
                  Creation
      and Perfection of Security Interests

                	 	 	66	 
	
                  Section
      6.20

                	
                  Accuracy
      and Completeness of Disclosure

                	 	 	67	 
	
                  Section
      6.21

                	
                  Qualified
      Domestic Assets

                	 	 	67	 


        

         

         

        
          
             

          

          
            ii

            
              

            

          

          
             

          

        

         

        
          	 
      	 
      	 	 	 	 
	
                  ARTICLE
      VII

                  CONDITIONS
      PRECEDENT

                	 
	 	 
	
                  Section
      7.1

                	
                  Conditions
      to Initial Loans and Letters of Credit

                	 	 	67	 
	
                  Section
      7.2

                	
                  Conditions
      to All Loans and Letters of Credit

                	 	 	72	 
	 
      	 
      	 	 	 	 
	
                  ARTICLE
      VIII

                  AFFIRMATIVE
      COVENANTS

                	 
	 	 
	
                  Section
      8.1

                	
                  Financial
      Statements

                	 	 	73	 
	
                  Section
      8.2

                	
                  Certificates;
      Other Information

                	 	 	74	 
	
                  Section
      8.3

                	
                  Payment
      of Other Obligations

                	 	 	76	 
	
                  Section
      8.4

                	
                  Continuation
      of Business and Maintenance of Existence and Material Rights and
      Privileges

                	 	 	76	 
	
                  Section
      8.5

                	
                  Compliance
      with All Applicable Laws and Regulations and Material Contractual
      Obligations

                	 	 	76	 
	
                  Section
      8.6

                	
                  Maintenance
      of Property; Insurance

                	 	 	76	 
	
                  Section
      8.7

                	
                  Maintenance
      of Books and Records

                	 	 	77	 
	
                  Section
      8.8

                	
                  Right
      of the Lenders to Inspect Property and Books and Records

                	 	 	77	 
	
                  Section
      8.9

                	
                  Notices

                	 	 	77	 
	
                  Section
      8.10

                	
                  Minimum
      Qualified Domestic Assets; Subsidiary Guaranties and
      Collateral

                	 	 	78	 
	
                  Section
      8.11

                	
                  Compliance
      with Environmental Laws

                	 	 	83	 
	
                  Section
      8.12

                	
                  Further
      Assurances

                	 	 	84	 
	 
      	 
      	 	 	 	 
	
                  ARTICLE
      IX

                  NEGATIVE
      COVENANTS

                	 
	 	 
	
                  Section
      9.1

                	
                  Financial
      Condition Covenants

                	 	 	85	 
	
                  Section
      9.2

                	
                  Indebtedness

                	 	 	85	 
	
                  Section
      9.3

                	
                  Limitation
      on Liens

                	 	 	87	 
	
                  Section
      9.4

                	
                  Limitation
      on Contingent Obligations

                	 	 	89	 
	
                  Section
      9.5

                	
                  Prohibition
      of Fundamental Changes

                	 	 	90	 
	
                  Section
      9.6

                	
                  Prohibition
      on Sale of Assets

                	 	 	90	 
	
                  Section
      9.7

                	
                  Limitation
      on Investments, Loans and Advances

                	 	 	91	 
	
                  Section
      9.8

                	
                  Capital
      Expenditures

                	 	 	94	 
	
                  Section
      9.9

                	
                  Limitation
      on Dividends

                	 	 	94	 
	
                  Section
      9.10

                	
                  Transaction
      with Affiliates

                	 	 	95	 
	
                  Section
      9.11

                	
                  Derivative
      Contracts

                	 	 	95	 
	
                  Section
      9.12

                	
                  Other
      Indebtedness

                	 	 	95	 
	
                  Section
      9.13

                	
                  Fiscal
      Year

                	 	 	96	 
	
                  Section
      9.14

                	
                  Amendment
      of Organizational Documents

                	 	 	96	 
	
                  Section
      9.15

                	
                  Limitation
      on Guarantees

                	 	 	96	 
	
                  Section
      9.16

                	
                  Independence
      of Covenants

                	 	 	97	 
	 
      	 
      	 	 	 	 


        

         

         

        
          
             

          

          
            iii

            
              

            

          

          
             

          

        

         

        
          	
                  ARTICLE
      X

                  EVENTS
      OF DEFAULT

                	 
	 	 
	
                  Section
      10.1

                	
                  Events
      of Default

                	 	 	97	 
	 
      	 
      	 	 	 	 
	
                  ARTICLE
      XI

                  THE
      SYNDICATION AGENTS, THE DOCUMENTATION AGENTS, THE ADMINISTRATIVE AGENT;
      THE ISSUING LENDER

                	 
	 	 
	
                  Section
      11.1

                	
                  Appointment

                	 	 	100	 
	
                  Section
      11.2

                	
                  Delegation
      of Duties

                	 	 	100	 
	
                  Section
      11.3

                	
                  Exculpatory
      Provisions

                	 	 	100	 
	
                  Section
      11.4

                	
                  Reliance
      by Syndication Agents, Documentation Agents or Administrative
      Agent

                	 	 	101	 
	
                  Section
      11.5

                	
                  Notice
      of Default

                	 	 	101	 
	
                  Section
      11.6

                	
                  Non-Reliance
      on Syndication Agents, Documentation Agents, Administrative Agent and
      Other Lenders

                	 	 	101	 
	
                  Section
      11.7

                	
                  Indemnification

                	 	 	102	 
	
                  Section
      11.8

                	
                  Syndication
      Agent, Documentation Agent and Administrative Agent in its Individual
      Capacity

                	 	 	102	 
	
                  Section
      11.9

                	
                  Successor
      Syndication Agent, Documentation Agent or Administrative
    Agent

                	 	 	103	 
	
                  Section
      11.10

                	
                  Issuing
      Lender as Issuer of Letters of Credit

                	 	 	103	 
	 
      	 
      	 	 	 	 
	
                  ARTICLE
      XII

                  MISCELLANEOUS

                	 
	 	 
	
                  Section
      12.1

                	
                  Amendments
      and Waivers

                	 	 	103	 
	
                  Section
      12.2

                	
                  Notices

                	 	 	104	 
	
                  Section
      12.3

                	
                  No
      Waiver; Cumulative Remedies

                	 	 	106	 
	
                  Section
      12.4

                	
                  Survival
      of Representations and Warranties

                	 	 	106	 
	
                  Section
      12.5

                	
                  Payment
      of Expenses; Indemnification

                	 	 	106	 
	
                  Section
      12.6

                	
                  Successors
      and Assigns; Participations; Purchasing Lenders

                	 	 	108	 
	
                  Section
      12.7

                	
                  Adjustments;
      Set-off

                	 	 	111	 
	
                  Section
      12.8

                	
                  Counterparts

                	 	 	112	 
	
                  Section
      12.9

                	
                  Integration

                	 	 	113	 
	
                  Section
      12.10

                	
                  GOVERNING
      LAW; NO THIRD PARTY RIGHTS

                	 	 	113	 
	
                  Section
      12.11

                	
                  SUBMISSION
      TO JURISDICTION; WAIVERS

                	 	 	113	 
	
                  Section
      12.12

                	
                  Acknowledgements

                	 	 	114	 
	
                  Section
      12.13

                	
                  Confidentiality

                	 	 	114	 
	
                  Section
      12.14

                	
                  USA
      Patriot Act

                	 	 	115	 


        

        
 

         

        
          
             

          

          
            iv

            
              

            

          

          
             

          

        

      

       

      
        
          	
                  SCHEDULES:

                	 
      	 
      
	 	 	 
	
                  Schedule 1A

                	
                  —

                	
                  Commitment
      Amounts

                
	
                  Schedule 1B

                	
                  —

                	
                  Existing
      Money Market Funds

                
	
                  Schedule 1C

                	
                  —

                	
                  Refinanced
      Agreements

                
	
                  Schedule 4.3

                	
                  —

                	
                  Existing
      Letters of Credit

                
	
                  Schedule 6.10(a)

                	
                  —

                	
                  Domestic
      Subsidiaries

                
	
                  Schedule 6.10(b)

                	
                  —

                	
                  Foreign
      Subsidiaries

                
	
                  Schedule 6.11

                	
                  —

                	
                  Leasehold
      Interests

                
	
                  Schedule 9.2

                	
                  —

                	
                  Existing
      Indebtedness

                
	
                  Schedule 9.3

                	
                  —

                	
                  Existing
      Liens

                
	
                  Schedule 9.4

                	
                  —

                	
                  Contingent
      Obligations

                
	
                  Schedule 9.6

                	
                  —

                	
                  Permitted
      Asset Sales

                
	
                  Schedule 9.7

                	
                  —

                	
                  Investments,
      Loans and Advances

                
	
                  Schedule 9.10

                	
                  —

                	
                  Transaction
      with Affiliates

                
	 	 	 
	
                  EXHIBITS:

                	 
      	 
      
	 	 	 
	
                  Exhibit A

                	
                  —

                	
                  Form
      of Pledge Agreement

                
	
                  Exhibit B-1

                	
                  —

                	
                  Form
      of Company Closing Certificate (Secretary)

                
	
                  Exhibit B-2

                	
                  —

                	
                  Form
      of Company Closing Certificate (Officer)

                
	
                  Exhibit C

                	
                  —

                	
                  Form
      of Assignment and Acceptance

                
	
                  Exhibit D

                	
                  —

                	
                  Form
      of Mortgage (Owned Property)

                
	
                  Exhibit E

                	
                  —

                	
                  Form
      of Security Agreement

                
	
                  Exhibit F

                	
                  —

                	
                  Form
      of Perfection Certificate

                
	
                  Exhibit G

                	
                  —

                	
                  Form
      of Subordination Terms and Conditions of Intercompany
  Note

                
	
                  Exhibit H

                	
                  —

                	
                  Form
      of Credit Party Accession Agreement

                
	
                  Exhibit I

                	
                  —

                	
                  Form
      of Guaranty

                


        

        


      

       

      
        
           

        

        
          v

          
            

          

        

        
           

        

      

       

      


      CREDIT AGREEMENT dated as of
July 28, 2008 among BE AEROSPACE, INC., a Delaware corporation, the several
lenders from time to time parties hereto, JPMORGAN CHASE BANK, N.A., as
administrative agent for the Lenders, UBS SECURITIES LLC and CREDIT SUISSE
SECURITIES (USA) LLC, as syndication agents for the Lenders, and THE ROYAL BANK
OF SCOTLAND PLC, WELLS FARGO BANK, N.A. and SUNTRUST BANK, as documentation
agents for the Lenders.

       

      Pursuant
to or in connection with the Honeywell Purchase Agreement (such term and each
other capitalized term used but not defined in this introductory statement
having the meaning specified in Article I), the
Company will (i) acquire assets and stock comprising the consumables
solutions distribution business of Honeywell International Inc. and its
affiliates, (ii) terminate the commitments, and refinance all of its
outstanding indebtedness, under the Existing Credit Agreement and (iii) pay
Transaction costs.  As part of the financing contemplated by the
Honeywell Purchase Agreement, the Company has requested that the Lenders and the
Issuing Lender provide credit facilities to the Company in an aggregate
principal amount of $875,000,000.  The Lenders and the Issuing Lender
are willing to make the requested credit facilities available on the terms and
conditions set forth herein.  Accordingly, in consideration of the
mutual covenants herein contained, the parties hereto agree as
follows:

       

      ARTICLE
I

      DEFINITIONS

       

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

       

      “ABR” means, for any
day, a rate per annum (rounded upwards, if necessary, to the next 1/16 of 1.00%)
equal to 4.00% or, if higher, the greater of (i) the Prime Rate in effect
on such day, and (ii) the Federal Funds Effective Rate in effect on such
day plus 1/2 of 1.00%.  For purposes hereof:  “Prime Rate” means the
rate of interest per annum publicly announced from time to time by JPMCB as its
prime rate in effect at its principal office in New York City (the Prime Rate
not being intended to be the lowest rate of interest charged by JPMCB in
connection with extensions of credit to debtors); and “Federal Funds Effective
Rate” means, for any day, the weighted average of the rates on overnight
federal funds transactions with members of the Federal Reserve System arranged
by federal funds brokers, as published on the next succeeding Business Day by
the Federal Reserve Bank of New York, or, if such rate is not so published for
any day which is a Business Day, the average of the quotations for the day of
such transactions received by the Administrative Agent from three federal funds
brokers of recognized standing selected by it.  If for any reason the
Administrative Agent shall have determined (which determination shall be
conclusive absent manifest error) that it is unable to ascertain the Federal
Funds Effective Rate, for any reason, including the inability or failure of the
Administrative Agent to obtain sufficient quotations in accordance with the
terms hereof, the ABR shall be determined without regard to clause (ii) of
the first sentence of this definition, as appropriate, until the circumstances
giving rise to such inability no longer exist.  Any change in the ABR
due to a change in the Prime Rate or the Federal Funds Effective Rate shall be
effective as of the opening of business on the effective day of such change in
the Prime Rate or the Federal Funds Effective Rate, respectively.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      “ABR Loans” means
Loans whose interest rate is based on the ABR.

       

      “Accession Agreement”
means a Credit Party Accession Agreement, substantially in the form of
Exhibit H hereto, executed and delivered by a Subsidiary after the Closing
Date in accordance with Section 8.10 or Section 9.15.

       

      “Acquired Business”
means the assets and stock comprising the consumables solutions distribution
business of Honeywell International Inc. and certain of its affiliates acquired
by the Company pursuant to the Honeywell Purchase Agreement.

       

      “Additional Collateral
Documents” has the meaning specified in Section 8.10.

       

      “Additional
Commitments” has the meaning specified Section 3.1.

       

      “Additional Commitments
Effective Date” has the meaning specified in
Section 3.5.

       

      “Additional Facility
Amendment” has the meaning specified in Section 3.4.

       

      “Additional Facility Closing
Date” has the meaning specified in Section 3.6.

       

      “Additional Lender”
has the meaning specified in Section 3.3.

       

      “Additional Term
Commitment” has the meaning specified in Section 3.1.

       

      “Additional Term Loan
Commitment Percentage” means, as to any Lender, the percentage which such
Lender’s Additional Term Loans constitute of the aggregate then outstanding
principal amount of Additional Term Loans.

       

      “Additional Term Loan
Tranche” has the meaning specified in Section 3.1.

       

      “Additional Term
Loans” has the meaning specified in Section 3.1.

       

      “Administrative Agency Fee
Letter” means the letter dated June 10 2008 between the Company and
the Administrative Agent, setting forth the administrative agency fee for this
Agreement.

       

      “Administrative Agent”
means JPMorgan Chase Bank, N.A., in its capacity as administrative agent under
any of the Credit Documents, or any successor administrative agent.

       

      “Affiliate” of any
Person means (i) any Person (other than a Subsidiary) which, directly or
indirectly, is in control of, is controlled by, or is under common control with
such Person, or (ii) any Person who is a director or officer of
(A) such Person, (B) any Subsidiary of such Person or (C) any
Person described in clause (i) above.  For purposes of this
definition, “control” of a Person shall mean the power, direct or indirect,
either (i) to vote 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 such Person whether by
contract or otherwise.

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

      “Agents” means a
collective reference to the Syndication Agents, the Documentation Agents, the
Administrative Agent and the Collateral Agent.

       

      “Aggregate Revolving Credit
Extensions of Credit” means, at any particular time, the sum of
(i) the aggregate then outstanding principal amount of the Revolving Credit
Loans, (ii) the aggregate amount then available to be drawn under all
outstanding Letters of Credit and (iii) the aggregate amount of Revolving
L/C Obligations.

       

      “Agreement” means this
Credit Agreement, as it may be amended, modified or supplemented from time to
time.

       

      “ALC” means Aerospace
Lighting Corporation, a New York corporation, and its successors.

       

      “Allowed Exclusion
Amount” means at any date an amount equal to the book value of that
portion of Consolidated Total Domestic Assets which is owned by ATS or ALC
(collectively, the “Excluded Domestic
Assets”) not exceeding (i) if the aggregate book value of their
total assets does not exceed $60,000,000, the amount of the book value of their
Excluded Domestic Assets or (ii) if the aggregate book value of their total
assets exceeds $60,000,000, zero.

       

      “Applicable Level”
means, as of any day:

       

      (i)           with
respect to Revolving Credit Loans and Swing Line Loans, Level I, Level II, Level
III or Level IV below, whichever is applicable on such day, with each new Level
to take effect on the day following the delivery to the Administrative Agent by
the Company of the financial statements referred to in Section 8.1(a) or
(b), as the case may be, and the related certificate of a Responsible Officer on
behalf of the Company referred to in Section 8.2(b) for any fiscal quarter
ending on or after December 31, 2008 indicating the ratio of Consolidated
Total Indebtedness as of the last day of the period covered by such financial
statements to Consolidated EBITDA for the period of four consecutive fiscal
quarters ending on the last day of the period covered by such financial
statements:

       

      
        	
                
                  Applicable

                  Level

                

              	 	
                
                   

                  Ratio
      of Consolidated Total Indebtedness to Consolidated
      EBITDA

                

              
	
                I

              	 	
                Greater
      than or equal to 3.25 to 1.00

              
	
                II

              	 	
                Greater
      than or equal to 2.50 to 1.00 but less than 3.25 to
1.00

              
	
                III

              	 	
                Greater
      than or equal to 1.75 to 1.00 but less than 2.50 to
1.00

              
	
                IV

              	 	
                Less
      than 1.75 to 1.00

              


      

      


      provided, however, that, in the
event that the financial statements required to be delivered pursuant to
Section 8.1(a) or 8.1(b) and the related certificate of a Responsible
Officer on behalf of the Company referred to in Section 8.2(b) are not
delivered when due for any fiscal quarter ending on or after December 31,
2008, then during the period from the date upon which such financial statements
and certificate were required to be delivered, until the date upon which they
actually are delivered, the Applicable Level for Revolving Credit Loans and
Swing Line Loans shall be Level I; provided further that, in the
event the financial statements required to be delivered pursuant to
Section 8.1(a) or 8.1(b) and the related certificates of a Responsible
Officer on behalf of the Company referred to in Section 8.2(b) for any
fiscal quarter ending on or after December 31, 2008 are proven to have been
incorrect, then the Applicable Level for the relevant period shall be adjusted
retroactively to reflect the level which would have applied for such period
based on the corrected ratio of Consolidated Total Indebtedness as of the last
day of the period covered by such financial statement to Consolidated EBITDA for
the period of four consecutive fiscal quarters ending on the last day of the
period covered by such financial statements, and any additional interest owing
as a result of such readjustment shall be payable on demand; and provided further that at all
times during which a Default or an Event of Default shall have occurred and be
continuing, the Applicable Level for Revolving Credit Loans and Swing Line Loans
shall be Level I; and

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

      (ii)           with
respect to Tranche B Term Loans, Level II or Level III below, whichever is
applicable on such day, with each new Level to take effect on the day following
the delivery to the Administrative Agent by the Company of the financial
statements referred to in Section 8.1(a) or (b), as the case may be, and
the related certificate of a Responsible Officer on behalf of the Company
referred to in Section 8.2(b) for any fiscal quarter ending on or after
December 31, 2008 indicating the ratio of Consolidated Total Indebtedness
as of the last day of the period covered by such financial statements to
Consolidated EBITDA for the period of four consecutive fiscal quarters ending on
the last day of the period covered by such financial statements:

       

      
        	
                
                  Applicable
      

                  Level

                

              	 	
                
                  Ratio
      of Consolidated Total Indebtedness to Consolidated
      EBITDA

                

              
	
                II

              	 	
                Greater
      than or equal to 2.50 to 1.00

              
	
                III

              	 	
                Less
      than 2.50 to 1.00

              


      

      


      “Applicable Margin”
means:

       

      (i)           for
each Revolving Credit Loan and Swing Line Loan for each day (A) from the
Closing Date until the date on which the Applicable Level is determined for the
fiscal quarter ending December 31, 2008, 1.75% per annum in the case of ABR
Loans (including all Swing Line Loans) and 2.75% per annum in the case of
Eurodollar Loans, and (B) thereafter, the rate per annum for the relevant
Type of such Loan set forth below opposite the Applicable Level in effect on
such day:

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      

       

       

      
        	
                
                  Applicable
      

                  Level

                

              	 	
                
                  ABR
      Loans

                

              	 	
                
                  Eurodollar
      Loans

                

              
	
                I

              	 	
                2.00%

              	 	
                3.00%

              
	
                II

              	 	
                1.75%

              	 	
                2.75%

              
	
                III

              	 	
                1.50%

              	 	
                2.50%

              
	
                IV

              	 	
                1.25%

              	 	
                2.25%

              


      

      


      and

       

      (ii)           for
each Tranche B Term Loan for each day (A) from the Closing Date until
the date on which the Applicable Level is determined for the fiscal quarter
ending December 31, 2008, 1.75% per annum in the case of ABR Loans and
2.75% per annum in the case of Eurodollar Loans, and (B) thereafter, the
rate per annum for the relevant Type of such Loan set forth below opposite the
Applicable Level in effect on such day:

       

      
        	
                
                  Applicable
      Level

                

              	 	
                
                  ABR
      Loans

                

              	 	
                
                  Eurodollar
      Loans

                

              
	
                II

              	 	
                1.75%

              	 	
                2.75%

              
	
                III

              	 	
                1.50%

              	 	
                2.50%

              


      

      


      provided, however, that, in the
event that the financial statements required to be delivered pursuant to
Section 8.1(a) or 8.1(b) and the related certificate of a Responsible
Officer on behalf of the Company referred to in Section 8.2(b) are not
delivered when due for any fiscal quarter ending on or after December 31,
2008, then during the period from the date upon which such financial statements
and certificate were required to be delivered, until the date upon which they
actually are delivered, the Applicable Margin for Tranche B Term Loans
shall be 2.00% per annum in the case of ABR Loans and 3.00% per annum in the
case of Eurodollar Loans; provided further that, in the
event the financial statements required to be delivered pursuant to
Section 8.1(a) or 8.1(b) and the related certificates of a Responsible
Officer on behalf of the Company referred to in Section 8.2(b) for any
fiscal quarter ending on or after December 31, 2008 are proven to have been
incorrect, then the Applicable Margin for the relevant period shall be adjusted
retroactively to reflect the pricing level which would have applied under the
table above in this clause (ii) for such period based on the corrected
ratio of Consolidated Total Indebtedness as of the last day of the period
covered by such financial statement to Consolidated EBITDA for the period of
four consecutive fiscal quarters ending on the last day of the period covered by
such financial statements, and any additional interest owing as a result of such
readjustment shall be payable on demand; and provided further that at all
times during which a Default or an Event of Default shall have occurred and be
continuing, the Applicable Margin for Tranche B Term Loans shall be 2.00%
per annum in the case of ABR Loans and 3.00% per annum in the case of Eurodollar
Loans.

       

      
        
           

        

        
          5

          
            

          

        

        
           

        

      

      The
Applicable Margin for each Additional Term Loan shall be determined in
accordance with Article III of this Agreement; provided that the
Applicable Margin for Revolving Credit Loans and Tranche B Term Loans may
be adjusted as a result thereof in accordance with Article III of this
Agreement.

       

      “Asset Sale” means any
sale, sale-leaseback, assignment, conveyance, transfer or other disposition by
the Company or any Subsidiary thereof of any of its property or assets,
including the stock of any Subsidiary of the Company (except sales,
sale-leasebacks, assignments, conveyances, transfers and other dispositions
permitted by clauses (a), (b), (c), (d) and (e) of
Section 9.6).

       

      “Assignee” has the
meaning specified in Section 12.6(c).

       

      “Assignment and
Acceptance” means an Assignment and Acceptance substantially in the form
of Exhibit C hereto.

       

      “ATS” means Advanced
Thermal Sciences Corporation, a Delaware corporation, and its
successors.

       

      “Available Amount”
means at any date the amount, if any, equal to the sum of (i) the Net
Proceeds of one or more Qualifying Equity Issuances made after the Closing Date,
(ii) Cumulative Excess Cash Flow and (iii) solely in the case of
amounts applied in determining the permissibility of Investments under
Section 9.7(m) or dividends and distributions under Section 9.9(d),
$25,000,000, in each case that is Not Otherwise Applied.

       

      “Available Revolving Credit
Commitment” means, as to any Lender, at a particular time, an amount
equal to the excess, if any, of (i) the amount of such Lender’s Revolving
Credit Commitment at such time less (ii) the sum of (A) the aggregate
unpaid principal amount at such time of all Revolving Credit Loans made by such
Lender pursuant to Section 4.1, (B) such Lender’s L/C Participating
Interest in the aggregate amount available to be drawn at such time under all
outstanding Letters of Credit, (C) such Lender’s Revolving Credit
Commitment Percentage of the aggregate outstanding amount of Revolving L/C
Obligations and (D) such Lender’s Revolving Credit Commitment Percentage of
the aggregate unpaid principal amount at such time of all Swing Line Loans,
provided that
for purposes of calculating Available Revolving Credit Commitments pursuant to
Section 5.9 the amount referred to in this clause (D) shall be zero;
collectively, as to all the Lenders, the “Available Revolving Credit
Commitments”.

       

      “Benefitted Lender”
has the meaning specified in Section 12.7(a) hereof.

       

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

       

      “Borrowing Date” means
any Business Day specified in a notice pursuant to (i) Section 4.7 or
5.1 as a date on which the Company requests JPMCB to make Swing Line Loans or
the Lenders to make Revolving Credit Loans, Tranche B Term Loans or
Additional Term Loans hereunder or (ii) Section 4.5 as a date on which
the Company requests the Issuing Lender to issue a Letter of Credit
hereunder.

       

      
        
           

        

        
          6

          
            

          

        

        
           

        

      

      “Business Day” means,
when such term is used in connection with (i) a Eurodollar Loan, any day
(other than a Saturday or a Sunday) on which (A) the London interbank
market is open for general banking business and (B) banks in New York City
are open for general banking business and (ii) an ABR Loan, any day (other
than a Saturday or Sunday) on which banks in New York City are open for general
banking business.

       

      “Capital Expenditures”
means, for any period, all amounts (other than those arising from the
acquisition or lease of businesses and assets which are permitted by
Section 9.7) which are set forth on the Company’s consolidated statement of
cash flows for such period as “purchases of property and equipment” in
accordance with GAAP.

       

      “Capital Lease” means,
of any Person, any lease of (or other arrangement conveying the right to use)
property (whether real, personal or mixed) by such Person as lessee which would,
in accordance with GAAP, be required to be accounted for as a capital lease on
the balance sheet of such Person.

       

      “Cash Collateralize”
means to pledge and deposit with or deliver to the Administrative Agent, for the
benefit of the Issuing Lender and the Lenders, as collateral for the Revolving
L/C Obligations, cash or deposit account balances pursuant to documentation in
form and substance satisfactory to the Administrative Agent and the Issuing
Lender.

       

      “Cash Equivalents”
means (i) securities issued or directly and fully guaranteed or insured by
the United States Government or any agency or instrumentality thereof having
maturities of not more than one year from the date of acquisition,
(ii) certificates of deposit and Eurodollar time deposits with maturities
of one year or less from the date of acquisition, bankers’ acceptances with
maturities not exceeding one year and overnight bank deposits, in each case,
with any Lender or with any domestic commercial bank having capital and surplus
in excess of $500,000,000, (iii) repurchase obligations with a term of not
more than 30 days for underlying securities of the types described in
clauses (i) and (ii) entered into with any financial institution meeting
the qualifications specified in clause (ii) above, (iv) commercial
paper issued by any Lender, the parent corporation of any Lender or any
Subsidiary of such Lender’s parent corporation, and commercial paper rated at
least A-2 or the equivalent thereof by Standard & Poor’s Rating Group or at
least P-2 or the equivalent thereof by Moody’s Investors Service, Inc. and in
each case maturing within one year after the date of acquisition thereof,
(v) money market funds that (A) comply with the criteria set forth in
Securities and Exchange Commission Rule 2a-7 under the Investment Company
Act of 1940, (B) are rated AA by S&P and Aa by Moody’s and
(C) have portfolio assets of at least $5,000,000,000; (vi) money
market funds existing on the Closing Date that are listed on Schedule 1B;
and (vii) in the case of Foreign Subsidiaries, investments that are
substantially equivalent to the foregoing investments described in
clauses (i) through (v) above that are available in the currency of
the jurisdiction in which such Foreign Subsidiary is organized.

       

      “Cash Management
Agreement” means any agreement to provide cash management services,
including treasury, depository, overdraft, credit or debit card, electronic
funds transfer and other cash management arrangements.

       

      
        
           

        

        
          7

          
            

          

        

        
           

        

      

      “Cash Management Bank”
means any Person that, at the time it enters into a Cash Management Agreement,
is a Lender or an Affiliate of a Lender, in its capacity as a party to such Cash
Management Agreement.

       

      “Cash Management
Obligation” means, as applied to any Person, any direct or indirect
liability, contingent or otherwise, of such Person under or in respect of a Cash
Management Agreement.

       

      “Cash on Hand” means,
with respect to any Person on any day, the amount in excess of $25,000,000 of
cash and Cash Equivalents of such Person and its Consolidated Subsidiaries, as
set forth on the balance sheet of such Person and its Consolidated Subsidiaries,
as of such day (it being understood that such amount shall exclude in any event
any cash and Cash Equivalents identified on such balance sheet as “restricted”
(other than cash or Cash Equivalents which are subject to a perfected security
interest under the Collateral Documents) or otherwise subject to a security
interest in favor of any other Person (other than security interests under the
Collateral Documents and non-consensual Liens permitted under
Section 9.3)).

       

      “Casualty” means any
casualty, loss, damage, destruction or other similar loss with respect to real
or personal property or improvements.

       

      “Change in Law” means,
with respect to any Lender, the adoption of any law, rule, regulation, policy,
guideline or directive (whether or not having the force of law) or any change
therein or in the interpretation or application thereof by any Governmental
Authority, including, without limitation, the issuance of any final rule,
regulation or guideline by any regulatory agency having jurisdiction over such
Lender or, in the case of Section 5.12(b) or 5.20(b), any corporation
controlling such Lender, in each case, after the date such Lender becomes a
party to this Agreement.

       

      “Change of Control”
means the occurrence of any of the following events:

       

      (i)           any
“person” or “group” (as such terms are used in Section 13(d) and 14(d) of
the Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder (the “Exchange Act”)) has
become the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under
the Exchange Act, except that a person or group shall be deemed to have
“beneficial ownership” of all securities that any such person or group has the
right to acquire, whether such right is exercisable immediately or only after
the passage of time (such right, an “option right”)),
directly or indirectly, by way of merger, consolidation or otherwise, of 35% or
more (on a fully-diluted basis after giving effect to the conversion and
exercise of all outstanding rights, warrants, options, convertible securities,
exchangeable securities, indebtedness or other rights, in each case exercisable
for or convertible or exchangeable into, directly or indirectly, Equity
Interests of the Company or securities exercisable for or convertible or
exchangeable into Equity Interests of the Company, whether at the time of
issuance or upon the passage of time or the occurrence of some future event
(whether or not such securities are then currently convertible or exercisable
and taking into account all such securities that such “person” or “group” has
the right to acquire pursuant to any option right)) of the Equity Interests of
the Company having ordinary power to vote in the election of members of the
board of directors of the Company (irrespective of whether, at the time, Equity
Interests of any other class or classes of the Company shall have or might have
voting power by reason of the happening of any contingency);

       

      
        
           

        

        
          8

          
            

          

        

        
           

        

      

      (ii)           during
any period of 12 consecutive months, a majority of the members of the board of
directors or other equivalent governing body of the Company cease to be composed
of individuals (A) who were members of that board or equivalent governing
body on the first day of such period, (B) whose election or nomination to
that board or equivalent governing body was approved by individuals referred to
in clause (A) above constituting at the time of such election or nomination
at least a majority of that board or equivalent governing body or (C) whose
election or nomination to that board or other equivalent governing body was
approved by individuals referred to in clauses (A) and (B) above
constituting at the time of such election or nomination at least a majority of
that board or equivalent governing body (excluding, in the case of both
clause (B) and clause (C), any individual whose initial nomination
for, or assumption of office as, a member of that board or equivalent governing
body occurs as a result of an actual or threatened solicitation of proxies or
consents for the election or removal of one or more directors by any person or
group other than a solicitation for the election of one or more directors by or
on behalf of the board of directors); or

       

      (iii)           a
“change of control” or comparable term in any Senior Note Document
occurs.

       

      “Closing Date” means
the first date on or after the Effective Date when all the conditions precedent
in Section 7.1 are satisfied or waived in accordance with
Section 12.1.

       

      “Closing Date Material
Adverse Effect” means (i) any change, effect or circumstance that,
individually or in the aggregate, has had, or would reasonably be expected to
have, a material adverse effect on the business, assets, liabilities, results of
operations or financial condition of the Business (as defined in the Honeywell
Purchase Agreement); provided, however, that
changes, effects or circumstances, alone or in combination, that arise out of or
result from (A) changes in economic conditions, financial or securities
markets in general, or the industries and markets (including with respect to
commodity prices) in which the Business is operated, provided such change
does not disproportionately effect the Business, (B) the execution and
performance of the Honeywell Purchase Agreement or the announcement of the
Honeywell Purchase Agreement and the transactions contemplated thereby (other
than as set forth in Section 3.4 or
Section 5.1 of
the Honeywell Purchase Agreement), (C) acts of God, calamities, national or
international political or social conditions, including the engagement by the
United States in hostilities, whether commenced before or after the date hereof,
or the occurrence of any military attack or terrorist act upon the United
States, provided such act,
calamity or condition does not disproportionately effect the Business or
(D) any actions taken, or failures to take action, or such other changes or
events, in each case, to which the Company has consented shall not be considered
in determining whether a Closing Date Material Adverse Effect has occurred or
(ii) any material adverse change in or material adverse effect on the
ability of the Sellers to perform their obligations under the Honeywell Purchase
Agreement or to consummate the transactions contemplated thereby.

       

      
        
           

        

        
          9

          
            

          

        

        
           

        

      

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

       

      “Collateral” means all
of the “Collateral” referred to in the Collateral Documents and all of the other
property and assets that are or are required under the terms hereof or of the
Collateral Documents to be subject to Liens in favor of the Collateral Agent for
the benefit of the Secured Parties.

       

      “Collateral Agent”
means JPMCB, in its capacity as collateral agent for the Secured Parties, and
its successor or successors in such capacity.

       

      “Collateral Documents”
means, collectively, the Security Agreement, the Pledge Agreement, each
Depositary Bank Agreement, any Additional Collateral Documents, any additional
pledges, security agreements, patent, trademark or copyright filings or
mortgages that create or purport to create a Lien in favor of the Collateral
Agent for the benefit of the Secured Parties and any instruments of assignment,
control agreements, lockbox letters or other instruments or agreements executed
pursuant to the foregoing.

       

      “Commitment Letter”
means the commitment letter dated June 9, 2008 among the Joint Lead
Arrangers, the Initial Lenders and the Company.

       

      “Commitment
Percentage” means, with respect to any Lender, any of the
(i) Tranche B Term Loan Commitment Percentage, (ii) Revolving
Credit Commitment Percentage, and (iii) Additional Term Loan Commitment
Percentage, of such Lender.

       

      “Commitments” means
the collective reference to the Tranche B Term Loan Commitments, the
Revolving Credit Commitments, the Swing Line Commitment, and any Additional
Commitments, if any; individually, a “Commitment”.  On
the Effective Date, the aggregate amount of the Tranche B Term Loan
Commitments is $525,000,000, and the aggregate amount of the Revolving Credit
Commitments is $350,000,000.

       

      “Commonly Controlled
Entity” means an entity, whether or not incorporated, which is under
common control with the Company within the meaning of Section 4001 of ERISA
or is part of a group which includes the Company and which is treated as a
single employer under Section 414 of the Code.

       

      “Company” means BE
Aerospace, Inc., a Delaware corporation, and its successors and permitted
assigns.

       

      “Company Materials”
has the meaning specified in Section 8.2.

       

      “Condemnation” means
any taking by a Governmental Authority of property or assets, or any part
thereof or interest therein, for public or quasi-public use under the power of
eminent domain, by reason of any public improvement or condemnation or in any
other manner.

       

      “Condemnation Award”
means all proceeds of any Condemnation or transfer in lieu thereof.

       

      
        
           

        

        
          10

          
            

          

        

        
           

        

      

      “Conduit Lender” means
any special purpose corporation organized and administered by any Lender for the
purpose of making Loans otherwise required to be made by such Lender and
designated by such Lender in a written instrument, subject to the consent of the
Administrative Agent and the Company (which consent shall not be unreasonably
withheld, delayed or conditioned); provided, that the
designation by any Lender of a Conduit Lender shall not relieve the designating
Lender of any of its obligations to fund a Loan under this Agreement if, for any
reason, its Conduit Lender fails to fund any such Loan, and the designating
Lender (and not the Conduit Lender) shall have the sole right and responsibility
to deliver all consents and waivers required or requested under this Agreement
with respect to its Conduit Lender, and provided, further, that no
Conduit Lender shall (i) be entitled to receive any greater amount pursuant
to Section 5.12, 5.19, 5.20 or 5.21 than the designating Lender would have
been entitled to receive in respect of the extensions of credit made by such
Conduit Lender or (ii) be deemed to have any Commitment.

       

      “Consolidated Cash Interest
Expense” means, for any period of four consecutive fiscal quarters of the
Company and its Consolidated Subsidiaries, the amount of Consolidated Interest
Expense paid or required to be paid in cash during such period.

       

      “Consolidated Current
Assets” means, at any particular date, all amounts which would, in
conformity with GAAP, be reflected under current assets on a consolidated
balance sheet of the Company and its Subsidiaries as at such date excluding cash
and Cash Equivalents.

       

      “Consolidated Current
Liabilities” means, at any particular date, all amounts which would, in
conformity with GAAP, be reflected under current liabilities on a consolidated
balance sheet of the Company and its Subsidiaries as at such date excluding the
current portion of any Indebtedness (including the Loans).

       

      “Consolidated EBITDA”
means, for any period for the Company and its Consolidated Subsidiaries, the sum
of:

       

      (i)           Consolidated
Net Income for such period (excluding therefrom any unusual or extraordinary
items of gain or loss); plus

       

      (ii)           without
duplication, those amounts which, in the determination of Consolidated Net
Income for such period, have been deducted for:

       

      (A)            Consolidated
Interest Expense;

       

      (B)            provisions
for Federal, state, local and foreign income, value added and similar
taxes;

       

      (C)            depreciation,
amortization (including, without limitation, amortization of goodwill and other
intangible assets), impairment of goodwill and other non-cash charges or
expenses (excluding any such non-cash charge or expense to the extent that it
represents amortization of a prepaid cash expense that was paid in a prior
period);

       

      
        
           

        

        
          11

          
            

          

        

        
           

        

      

      (D)            non-cash
compensation expense, or other non-cash expenses or charges, arising from the
granting of stock options, the granting of stock appreciation rights and similar
arrangements (including any repricing, amendment, modification, substitution or
change of any such stock option, stock appreciation rights or similar
arrangements);

       

      (E)            any
financial advisory fees, underwriting fees, accounting fees, legal fees and
other similar advisory and consulting fees and related out-of-pocket expenses of
the Company and its Subsidiaries incurred as a result of the Transaction and
deducted from net income during the period ending September 30,
2008;

       

      (F)            any
financial advisory fees, underwriting fees, accounting fees, legal fees and
other similar advisory and consulting fees and related out-of-pocket expenses of
the Company and its Subsidiaries incurred as a result of any issuance or
incurrence of Indebtedness permitted pursuant to this Agreement;

       

      (G)            any
(x) financial advisory fees, accounting fees, legal fees and other similar
advisory and consulting fees and related out-of-pocket expenses, and
(y) all cash and non-cash restructuring and integration charges, costs, and
expenses, in each case incurred by the Company and its Subsidiaries as a result
of any Permitted Acquisition and deducted from net income during the fiscal
quarter during which such Permitted Acquisition is completed, and in the case of
items describe in clause (y) above, which are factually supportable,
identifiable and documented and which are not objected to by the Administrative
Agent; minus

       

      (iii)           any
amount which, in the determination of Consolidated Net Income for such period,
has been added for any non-cash income or non-cash gains, all as determined in
accordance with GAAP; minus

       

      (iv)           the
aggregate amount of cash payments made during such period in respect of any
non-cash accrual, reserve or other non-cash charge or expense accounted for in a
prior period which were added to Consolidated Net Income to determine
Consolidated EBITDA for such prior period and which do not otherwise reduce
Consolidated Net Income for the current period.

       

      For
purposes of calculating Consolidated EBITDA for any period of four consecutive
fiscal quarters (each, a “Measurement Period”)
pursuant to any determination of the Total Leverage Ratio, the Secured Leverage
Ratio and the Interest Coverage Ratio, if during such period (or in the case of
pro-forma calculations, during the period from the last day of such period to
and including the date as of which such calculation is made) the Company or one
or more of its Subsidiaries shall have made an Asset Sale or a Permitted
Acquisition, Consolidated EBITDA for such period shall be calculated after
giving effect thereto on a pro-forma basis, giving effect to identifiable cost
savings documented to the reasonable satisfaction of the Administrative
Agent.

       

      
        
           

        

        
          12

          
            

          

        

        
           

        

      

      “Consolidated Interest
Expense” means, for any period the sum of (i) the amount of interest
expense, both expensed and capitalized (excluding amortization and write offs of
debt discount and debt issuance costs and any other non-cash interest expense or
accretions of discounts), net of interest income, of the Company and its
Consolidated Subsidiaries, determined on a consolidated basis in accordance with
GAAP, for such period and (ii) dividends paid in cash during such period on
preferred stock issued by the Company or any of its Consolidated Subsidiaries;
provided that,
for purposes of calculating Consolidated Interest Expense for any period for
determining the Total Leverage Ratio, the Secured Leverage Ratio and the
Interest Coverage Ratio, if during such period (or in the case of pro-forma
calculations, during the period from the last day of such period to and
including the date as of which such calculation is made) the Company or one or
more of its Subsidiaries shall have made an Asset Sale, made a Permitted
Acquisition or incurred or discharged any Material Indebtedness, then
Consolidated Interest Expense for such period shall be calculated after giving
effect thereto on a pro-forma basis, giving effect to identifiable cost savings
documented to the reasonable satisfaction of the Administrative
Agent.

       

      “Consolidated Net
Income” means, for any period, the net income (or net loss) after taxes
of the Company and its Consolidated Subsidiaries for such period, determined on
a consolidated basis in accordance with GAAP; provided that there
shall be excluded from the calculation of Consolidated Net Income for such
period (i) the income (or loss) of any Person in which any other Person
(other than the Company or any of its Wholly-Owned Consolidated Subsidiaries)
has an ownership interest, except to the extent that any such income is actually
received in cash by the Company or such Wholly-Owned Consolidated Subsidiary in
the form of dividends or other equity distributions during such period,
(ii) the income (or loss) of any Person accrued prior to the date it
becomes a Consolidated Subsidiary of the Company or is merged with or into or
consolidated with the Company or any of its Consolidated Subsidiaries or that
Person’s assets are acquired by the Company or any of its Consolidated
Subsidiaries and (iii) the income of any Subsidiary of the Company 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.

       

      “Consolidated
Subsidiary” means at any date any Subsidiary of the Company or other
entity the accounts of which would be consolidated with those of the Company in
its consolidated financial statements if such statements were prepared as of
such date in accordance with GAAP, and “Consolidated
Subsidiaries” means all of them, collectively.

       

      “Consolidated Total
Assets” means, at any date, the total consolidated assets of the Company
and its Consolidated Subsidiaries determined on a consolidated basis in
accordance with GAAP (and excluding all intercompany items) as of the date of
the most recent financial statements delivered in accordance with
Section 8.1(a) or (b).

       

      “Consolidated Total Domestic
Assets” means, at any date, that portion of Consolidated Total Assets
(i) the entire legal and beneficial ownership interest in which is directly
owned by the Company and/or one of more of its Subsidiaries and (ii) is
located in the United States, any state thereof or the District of
Columbia.

       

      
        
           

        

        
          13

          
            

          

        

        
           

        

      

      “Consolidated Total
Indebtedness” means, as of any date of determination, all Indebtedness of
the Company and its Subsidiaries, determined on a consolidated basis in
accordance with GAAP, but excluding any obligations in respect of hedging
arrangements.

       

      “Consolidated Total Secured
Indebtedness” means, as of any date of determination, the aggregate
outstanding principal amount of the Loans plus the aggregate outstanding
principal amount of all other Consolidated Total Indebtedness of the Company and
its Consolidated Subsidiaries which is secured by any Lien on any property or
assets of the Company or one or more of its Consolidated
Subsidiaries.

       

      “Consolidated Working
Capital” means, at any particular date, Consolidated Current Assets less
Consolidated Current Liabilities.

       

      “Contingent
Obligation” means, as to any Person, any obligation of such Person
guaranteeing or in effect guaranteeing any Indebtedness (“primary obligations”)
of any other Person (the “primary obligor”) in
any manner, whether directly or indirectly, including, without limitation, any
obligation of such Person, whether or not contingent (i) to purchase any
such primary obligation or any property constituting direct or indirect security
therefor, (ii) to advance or supply funds (A) for the purchase or
payment of any such primary obligation or (B) to maintain working capital
or equity capital of the primary obligor or otherwise to maintain the net worth
or solvency of the primary obligor, (iii) to purchase property, securities
or services primarily for the purpose of assuring the owner of any such primary
obligation of the ability of the primary obligor to make payment of such primary
obligation or (iv) otherwise to assure or hold harmless the owner of any
such primary obligation against loss in respect thereof; provided, however, that the
term Contingent Obligation shall not include (x) endorsements of
instruments for deposit or collection in the ordinary course of business and
(y) any obligation resulting from the existence of deferred revenue,
including customer deposits.  The amount of any Contingent Obligation
shall be deemed to be an amount equal to the stated or determinable amount
(based on the maximum reasonably anticipated net liability in respect thereof as
determined by the Company in good faith) of the primary obligation or portion
thereof in respect of which such Contingent Obligation is made or, if not stated
or determinable, the maximum reasonably anticipated net liability in respect
thereof (assuming such Person is required to perform thereunder) as determined
by the Company in good faith.

       

      “Contractual
Obligation” means, as to any Person, any provision of any security issued
by such Person or of any agreement, instrument or undertaking to which such
Person is a party or by which it or any of the property owned by it is
bound.

       

      “Credit Documents”
means the collective reference to this Agreement, the Notes, the Fee Letter, the
Administrative Agency Fee Letter, the Guaranty (including any guarantee or
Accession Agreement executed and delivered pursuant to the terms of
Section 8.10 or Section 9.15), the Collateral Documents, each
Perfection Certificate and any Additional Facility Amendment.

       

      “Credit Parties” means
the collective reference to the Company and each Subsidiary which is a party, or
which at any time becomes a party, to a Credit Document.

       

      
        
           

        

        
          14

          
            

          

        

        
           

        

      

      “Cumulative Excess Cash
Flow” means the sum of Excess Cash Flow (but not less than zero in any
period) for the fiscal year ending on December 31, 2008 and Excess Cash
Flow for each succeeding completed fiscal year.

       

      “Debtor Relief Laws”
means the Bankruptcy Code of the United States, and all other liquidation,
conservatorship, bankruptcy, assignment for the benefit of creditors,
moratorium, rearrangement, receivership, insolvency, reorganization, or similar
debtor relief Laws of the United States or other applicable jurisdictions from
time to time in effect and affecting the rights of creditors
generally.

       

      “Default” means any of
the events specified in Article X, whether or not any requirement for the
giving of notice, the lapse of time, or both, has been satisfied.

       

      “Depositary Bank
Agreement” means an agreement between a Credit Party and any bank or
other depositary institution, substantially in the form of Exhibit C to the
Security Agreement or otherwise in form and substance reasonably satisfactory to
the Collateral Agent, as the same may be amended, modified, or supplemented from
time to time.

       

      “Documentation Agents”
means, collectively, The Royal Bank of Scotland plc, Wells Fargo Bank, N.A. and
SunTrust Bank, in their capacities as Documentation Agents with respect to the
Commitments (each, a “Documentation
Agent”).

       

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

       

      “Domestic Subsidiary”
means any Subsidiary of the Company other than a Foreign
Subsidiary.

       

      “Effective Date” means
the date this Agreement becomes effective in accordance with
Section 12.8.

       

      “Eligible Assignee”
means any Person that meets the requirements to be an assignee under
Section 12.6 (subject to such consents, if any, as may be required
thereunder).

       

      “Environmental Laws”
means any and all applicable Federal, state, local or municipal laws, rules,
orders, regulations, statutes, ordinances, codes, decrees or legally enforceable
requirements of any Governmental Authority regulating, relating to or imposing
liability or standards of conduct concerning human health as they relate to
Materials of Environmental Concern or the protection of the environment,
including without limitation, Materials of Environmental Concern, as now or may
at any time hereafter be in effect.

       

      “Environmental Permit”
means any permit, approval, license or other authorization required under any
Environmental Law.

       

      “Equity Interests”
means, with respect to any Person, all of the shares of capital stock of (or
other ownership or profit interests in) such Person, all of the warrants,
options or other rights for the purchase or acquisition from such Person of
shares of capital stock of (or other ownership or profit interests in) such
Person, all of the securities convertible into or exchangeable for shares of
capital stock of (or other ownership or profit interests in) such Person or
warrants, rights or options for the purchase or acquisition from such Person of
such shares (or such other interests), and all of the other ownership or profit
interests in such Person (including partnership, member or trust interests
therein), whether voting or nonvoting, and whether or not such shares, warrants,
options, rights or other interests are outstanding on any date of
determination.

       

      
        
           

        

        
          15

          
            

          

        

        
           

        

      

      “Equity Issuance”
means (i) any sale or issuance by the Company or any of its Subsidiaries to
any Person other than the Company or a Subsidiary of the Company of any Equity
Interests and (ii) the receipt by the Company or any of its Subsidiaries of
any cash capital contributions, whether or not paid in connection with any
issuance of Equity Interests of the Company or any of its Subsidiaries, from any
Person other than the Company or a Subsidiary of the Company.

       

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

       

      “Eurodollar Lending
Office” means the office of each Lender which shall be making or
maintaining its Eurodollar Loans.

       

      “Eurodollar Loans”
means Loans at such time as they are made and/or being maintained at a rate of
interest based upon a Eurodollar Rate.

       

      “Eurodollar Rate”
means, with respect to each day during each Interest Period pertaining to a
Eurodollar Loan, a rate per annum determined for such day in accordance with the
following formula (rounded upward to the nearest 1/100th of
1%):


       

      
        	
                LIBOR

              
	
                1.00
      –
      Eurodollar Reserve Requirement

              


      

       

      “Eurodollar Reserve
Requirements” means, for any day, as applied to a Eurodollar Loan, the
aggregate (without duplication) of the rates (expressed as a decimal) of reserve
requirements current on such day (including, without limitation, basic,
supplemental, marginal and emergency reserves under any regulations of the Board
of Governors of the Federal Reserve System or other Governmental Authority
having jurisdiction with respect thereto), as now and from time to time
hereafter in effect, dealing with reserve requirements prescribed for Eurodollar
funding (currently referred to as “Eurodollar liabilities” in Regulation D)
maintained by a member bank of the Federal Reserve System.

       

      “Event of Default”
means any of the events specified in Article X, provided that any
requirement for the giving of notice, the lapse of time, or both, has been
satisfied.

       

      
        
           

        

        
          16

          
            

          

        

        
           

        

      

      “Excess Cash Flow”
means, for any period, Consolidated EBITDA for such period (i) plus, without
duplication, (x) any net decrease in the Consolidated Working Capital of
the Company and its Subsidiaries during such period plus (y) any
amounts set aside for anticipated Inventory Integration Expenditures during the
prior calculation period, which amounts were not expended during such period and
were not otherwise subtracted from the calculation of Excess Cash Flow during
such prior period pursuant to clause (ii) of this definition, and
(ii) minus, without
duplication, (A) Consolidated Cash Interest Expense during such period,
(B) the principal amount of the Revolving Credit Loans paid during such
period to the extent such payment was accompanied by a permanent reduction of
the Revolving Credit Commitments in at least a like amount, and any scheduled
payments or voluntary prepayments of principal on the Term Loans (provided that such
payments shall not include mandatory prepayments of any Term Loans pursuant to
Section 5.6 or otherwise), (C) taxes measured by income accrued as an
expense and paid in cash during such period, (D) amounts paid in cash
during such period in respect of Capital Expenditures or Permitted Acquisitions
to the extent such Capital Expenditures or Permitted Acquisitions are not
financed with the proceeds of Indebtedness, Net Proceeds of Asset Sales,
Insurance Proceeds, or net proceeds of one or more issuances of Equity Interests
(in each case other than Net Proceeds of Asset Sales or Insurance Proceeds, if
any, to the extent such proceeds were included in Consolidated Net Income for
the applicable period), (E) the amount of any payments or prepayments made
during such period of principal of any Indebtedness (other than the Loans)
permitted under Section 9.2 made during such period, (F) any net
increase in the Consolidated Working Capital of the Company and its Subsidiaries
during such period, excluding for this purpose cash and short-term investments
(including Cash Equivalents) and any borrowings under this Agreement and any
other Indebtedness included in Consolidated Current Liabilities in determining
Consolidated Working Capital for such period, (G) the aggregate amount of
any dividends or distributions permitted under Section 9.9 hereunder
actually paid in cash by the Company or its Subsidiaries during such period,
(H) the aggregate amount of Inventory Integration Expenditures anticipated
to be made during the next fiscal year, and (i) the amount of cash payments
made during such period by the Company and its Subsidiaries in connection with
(without duplication) clauses (ii)(E), (F), and (G) of the definition of
Consolidated EBITDA.

       

      “Exchange Act” means
the Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder.

       

      “Excluded Domestic
Assets” has the meaning specified in the definition of “Allowed Exclusion
Amount”.

       

      “Excluded Taxes”
means, with respect to the Administrative Agent, any Lender, any Issuing Lender
or any other recipient of any payment to be made by or on account of any
obligation of the Company hereunder, (i) Taxes (other than Other Taxes)
imposed by any jurisdiction (or any political subdivision thereof) as a result
of a present or former connection between such recipient and the jurisdiction
(or political subdivision thereof) imposing such Taxes, other than such
connection arising solely from such recipient having executed, delivered or
performed its obligations or received a payment under, or enforced, any Credit
Documents, (ii) any branch profits Taxes imposed by the United States or
any similar Tax imposed by any other jurisdiction in which such recipient is
organized or in which its principal office is located or, in the case of any
Lender, in which its Lending Office is located and (iii) in the case of a
Foreign Lender (other than an assignee pursuant to a request by the Company
under this Agreement), any withholding tax that is imposed on amounts payable to
such Foreign Lender at the time such Foreign Lender becomes a party hereto (or,
as applicable, designates a new Lending Office or designates a Conduit Lender)
or is attributable to such Foreign Lender’s failure to comply with
Section 5.23(e) or such Foreign Lender’s inability to provide the forms,
certificates or documentation described in Section 5.23(e) (in each case,
other than as a result of a Change in Law) except to the extent that such
Foreign Lender (or its assignor, if any) was entitled, at the time of
designation of a new Lending Office or designation of a Conduit Lender (or
assignment), to receive additional amounts from the Company with respect to such
withholding tax pursuant to Section 5.23.

       

      
        
           

        

        
          17

          
            

          

        

        
           

        

      

      “Existing Credit
Agreement” means the Amended and Restated Credit Agreement dated as of
August 24, 2006 among the Company, certain lenders, JPMorgan Chase Bank,
N.A., as administrative agent, and UBS Securities LLC and Credit Suisse
Securities (USA) LLC, as syndication agents, as amended by the First Amendment
dated as of June 11, 2008, and as the same may be further amended, modified
or supplemented from time to time prior to the Closing Date.

       

      “Existing Letters of
Credit” means the letters of credit issued prior to the Closing Date and
described by date of issuance, letter of credit number, undrawn amount, name of
beneficiary and date of expiry on Schedule 4.3 hereto, and “Existing Letter of
Credit” means any one of them.

       

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

       

      “Facility” means each
of (i) the Tranche B Term Loan Commitments and the Tranche B Term
Loans made thereunder (the “Tranche B Term
Facility”), (ii) the Revolving Credit Commitments and the extensions
of credit made thereunder (the “Revolving Credit
Facility”), and (iii) the Additional Term Commitments and Additional
Term Loans (if any) made thereunder.

       

      “Fee Letter” means the
letter dated June 9, 2008, as amended, among the Agents, the Initial
Lenders and the Company, setting forth, among other things, certain fees for
this Agreement.

       

      “Finance Document”
means (i) each Credit Document, (ii) each Swap Contract between one or
more Credit Parties and a Hedge Bank evidencing Swap Obligations permitted
hereunder and (iii) each Cash Management Agreement between any Credit Party
and a Cash Management Bank, and “Finance Documents”
means all of them, collectively.

       

      “Finance Obligations”
means, at any date, (i) all Obligations, (ii) all Swap Obligations of
a Credit Party permitted hereunder owed or owing under any Swap Contract to any
Hedge Bank and (iii) all Cash Management Obligations owing under any Cash
Management Agreement to a Cash Management Bank.

       

      “Foreign Lender” means
any Lender that is organized under the laws of a jurisdiction other than that in
which the Company is a resident for tax purposes.  For purposes of
this definition, the United States, each state thereof, and the District of
Columbia shall be deemed to constitute a single jurisdiction.

       

      “Foreign Subsidiary”
means any Subsidiary of the Company which is organized under the laws of any
jurisdiction outside the United States (within the meaning of
Section 7701(a)(9) of the Code).

       

      
        
           

        

        
          18

          
            

          

        

        
           

        

      

      “GAAP” means generally
accepted accounting principles in the United States of America in effect on the
date of this Agreement.

       

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

       

      “Guaranty” means a
Guaranty, substantially in the form of Exhibit I hereto, made by one or
more Subsidiary Guarantors in favor of the Secured Parties, together with each
other guaranty or guaranty supplement delivered pursuant to Section 8.10 or
Section 9.15.

       

      “Hedge Bank” means any
Person that, at the time it enters into a Swap Contract, is a Lender or an
Affiliate of a Lender, in its capacity as a party to such Swap
Contract.

       

      “Honeywell
Acquisition” means the transactions contemplated by the Honeywell
Purchase Agreement.

       

      “Honeywell Purchase
Agreement” means the Stock and Asset Purchase Agreement dated
June 9, 2008 among the Company, Honeywell International Inc., Honeywell UK
Limited, Honeywell Holding France SAS and Honeywell Deutschland GmbH, as the
same may be amended, modified or supplemented from time to time in accordance
with the provisions thereof.

       

      “Honeywell Purchase
Documents” means the Honeywell Purchase Agreement, the Transition
Services Agreement, the Supply Agreement, the Assignment and Assumption
Agreement, the Intellectual Property License Agreement, the Sublease, the Real
Property Lease Assignments (as each such term is defined in the Honeywell
Purchase Agreement), in each case including all exhibits and schedules thereto,
and all other agreements, documents and instruments relating to the Honeywell
Acquisition, in each case as the same may be amended, modified or supplemented
from time to time in accordance with the provisions thereof.

       

      “Indebtedness” means,
of any Person, at any particular date, (i) all indebtedness of such Person
for borrowed money or for the deferred purchase price of property or services
(other than current trade payables or liabilities and deferred payment for
services to employees or former employees incurred in the ordinary course of
business and payable in accordance with customary practices and other deferred
compensation arrangements), (ii) the face amount of all letters of credit
issued for the account of such Person and, without duplication, all drafts drawn
thereunder, (iii) all liabilities (other than Lease Obligations) secured by
any Lien on any property owned by such Person, to the extent attributable to
such Person’s interest in such property, even though such Person has not assumed
or become liable for the payment thereof, (iv) obligations of such Person
under Capital Leases and (v) all indebtedness of such Person arising under
acceptance facilities; but excluding (x) any obligation resulting from the
existence of deferred revenue, including customer deposits and interest thereon
in the ordinary course of business, (y) deferred rent, and (z) trade
and other accounts and accrued expenses payable in the ordinary course of
business in accordance with customary trade terms and in the case of both
clauses (x) and (z) above, which are not overdue for a period of more
than 120 days or, if overdue for more than 120 days, as to which a
dispute exists and adequate reserves in conformity with GAAP have been
established on the books of such Person.

       

      
        
           

        

        
          19

          
            

          

        

        
           

        

      

      “Indemnified Taxes”
means Taxes other than Excluded Taxes and Other Taxes.

       

      “Information” has the
meaning specified in Section 12.13(a).

       

      “Information
Memorandum” means the information memorandum dated June 2008 used by
the Lead Arrangers in connection with the syndication of the
Commitments.

       

      “Initial Lenders”
means JPMorgan Chase Bank, N.A., UBS Loan Finance LLC and Credit Suisse, Cayman
Islands Branch.

       

      “Insolvency” means,
with respect to a Multiemployer Plan, the condition that such Plan is insolvent
within the meaning of such term as used in Section 4245 of
ERISA.

       

      “Insurance Proceeds”
means all insurance proceeds (other than proceeds of business interruption
insurance to the extent such proceeds constitute compensation for lost
earnings), damages, awards, claims and rights of action with respect to any
Casualty.

       

      “Interest Coverage
Ratio” has the meaning specified in Section 9.1(b).

       

      “Interest Payment
Date” means (i) as to ABR Loans, the last day of each March, June,
September and December, commencing on the first such day to occur after any ABR
Loans are made or any Eurodollar Loans are converted to ABR Loans, (ii) as
to any Eurodollar Loan in respect of which the Company has selected an Interest
Period of one, two or three months (or any shorter period as agreed by the
Lenders), the last day of such Interest Period, (iii) as to any Eurodollar
Loan in respect of which the Company has selected an Interest Period in excess
of three months (as may be agreed by the Lenders), the day which is three months
after the date on which such Eurodollar Loan is made or continued as a
Eurodollar Loan or an ABR Loan is converted to such a Eurodollar Loan, the first
day of any subsequent three-month period and the last day of such Interest
Period, (iv) as to any Term Loan, each day on which principal of such Term
Loan is payable and (v) in the case of Revolving Credit Loans, the
Revolving Credit Termination Date.

       

      “Interest Period”
means, with respect to any Eurodollar Loan:

       

      (i)           initially,
the period commencing on, as the case may be, the Borrowing Date or conversion
or continuation date with respect to such Eurodollar Loan and ending one, two,
three or six months thereafter (or such shorter or longer periods as the Lenders
of the applicable tranche of Loans may agree) as selected by the Company in its
notice of borrowing as provided in Section 5.1 or its notice of conversion
or continuation as provided in Section 5.3; and

       

      (ii)           thereafter,
each period commencing on the last day of the next preceding Interest Period
applicable to such Eurodollar Loan and ending one, two, three or six months
thereafter (or such shorter or longer periods as the Lenders of the applicable
tranche of Loans may agree) as selected by the Company by irrevocable notice to
the Administrative Agent no later than 1:00 P.M. New York City time three
Business Days prior to the last day of the then current Interest Period with
respect to such Eurodollar Loan; provided that the
foregoing provisions relating to Interest Periods are subject to the
following:

       

      
        
           

        

        
          20

          
            

          

        

        
           

        

      

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

       

      (B)            any
Interest Period with respect to any Revolving Credit Loan that would otherwise
extend beyond the Revolving Credit Termination Date, shall end on the Revolving
Credit Termination Date, or if the Revolving Credit Termination Date shall not
be a Business Day, on the next preceding Business Day;

       

      (C)            if
the Company shall fail to give notice as provided above in clause (b), it
shall be deemed to have selected a conversion of a Eurodollar Loan into an ABR
Loan (which conversion shall occur automatically and without need for compliance
with the conditions for conversion set forth in Section 5.3);
and

       

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

       

      “Inventory Integration
Expenditures” means the expenditures anticipated to be made in any fiscal
year by the Company with respect to the purchase of additional inventory as part
of the operational integration of the assets acquired in the Honeywell
Acquisition, which anticipated expenditures for such fiscal year shall be
detailed by the Company in an officer’s certificate delivered to the
Administrative Agent along with the consolidated balance sheet  for
the previous fiscal year delivered to the Administrative Agent pursuant to
Section 8.1(a) of this Agreement; provided that such
expenditures shall not, over the course of all fiscal years, exceed $200,000,000
in the aggregate.

       

      “Issuing Lender” means
JPMCB or any other Lender (or their respective Affiliates) which agrees to be an
Issuing Lender and is designated by the Company and the Administrative Agent as
an Issuing Lender, as issuer of Letters of Credit.

       

      “Joint Lead Arrangers”
means J.P. Morgan Securities Inc., UBS Securities LLC and Credit Suisse
Securities (USA) LLC.

       

      “JPMCB” means JPMorgan
Chase Bank, N.A. and its successors.

       

      “Laws” means,
collectively, all international, foreign, Federal, state and local statutes,
treaties, rules, guidelines, regulations, ordinances, codes and administrative
or judicial precedents or authorities, including the interpretation or
administration thereof by any Governmental Authority charged with the
enforcement, interpretation or administration thereof, and all applicable
administrative orders, directives, requests, licenses, authorizations and
permits of, and agreements with, any Governmental Authority, in each case
whether or not having the force of law.

       

      
        
           

        

        
          21

          
            

          

        

        
           

        

      

      “L/C Application”
means a letter of credit application in the Issuing Lender’s then customary form
for the type of letter of credit requested.

       

      “L/C Disbursement”
means a payment made by an Issuing Lender pursuant to a Letter of
Credit.

       

      “L/C Participating
Interest” means an undivided participating interest in the face amount of
each issued and outstanding Letter of Credit and the L/C Application relating
thereto.

       

      “Lease Obligations”
means, of the Company and its Subsidiaries, as of the date of any determination
thereof, the rental commitments of the Company and its Subsidiaries determined
on a consolidated basis, if any, under Operating Leases (net of rental
commitments from sub-leases thereof).

       

      “Leaseholds” means,
with respect to any Person, all of the right, title and interest of such Person
as lessee or licensee in, to and under leases or licenses of land, improvements
and/or fixtures.

       

      “Lender” means each
bank or other lending institution listed on Schedule 1A, each Eligible
Assignee that becomes a Lender pursuant to Section 12.6(c), each Additional
Lender that becomes a Lender pursuant to Article III and their respective
successors and shall include, as the context may require, the Issuing Lender and
the Swing Line Lender in such capacities.

       

      “Lender Affiliate”
means (i) any Affiliate of any Lender, (ii) any Person that is
administered or managed by any Lender and that is engaged in making, purchasing,
holding or otherwise investing in commercial loans and similar extensions of
credit in the ordinary course of its activities and (iii) with respect to
any Lender which is a fund that invests in commercial loans and similar
extensions of credit, any other fund that invests in commercial loans and
similar extensions of credit and is managed or advised by the same investment
advisor/manager as such Lender or by an Affiliate of such Lender or investment
advisor/manager.

       

      “Lending Office”
means, with respect to any Lender, (i) with respect to its ABR Loans, the
office of such Lender which will be making or maintaining its ABR Loans and
(ii) with respect to its Eurodollar Loans, its Eurodollar Lending
Office.

       

      “Letter of Credit”
means a letter of credit issued by an Issuing Lender pursuant to the terms of
Section 4.3.

       

      
        
           

        

        
          22

          
            

          

        

        
           

        

      

      “LIBOR” means, for any
Interest Period with respect to any Eurodollar Loan:

       

      (i)           the
rate per annum equal to the higher of (A) 3.00% and (B) the rate
determined by the Administrative Agent to be the offered rate that appears on
the page of the Reuters screen (or any successor thereto) that displays an
average British Bankers Association Interest Settlement Rate for deposits in
Dollars (for delivery on the first day of such Interest Period) with a term
equivalent to such Interest Period, determined as of approximately
11:00 a.m. (London time) two Business Days prior to the first day of such
Interest Period, or

       

      (ii)           if
the rate referenced in the preceding clause (i)(B) does not appear on such
page or service or such page or service shall not be available, the higher of
(A) 3.00% and (B) the rate per annum equal to the rate determined by
the Administrative Agent  to be the offered rate on such other page or
other service that displays an average British Bankers Association Interest
Settlement Rate for deposits in Dollars (for delivery on the first day of such
Interest Period) with a term equivalent to such Interest Period, determined as
of approximately 11:00 a.m. (London time) two Business Days prior to the
first day of such Interest Period, or

       

      (iii)           if
the rates referenced in the preceding clauses (i)(B) and (ii)(B) are not
available, the higher of (A) 3.00% and (B) the rate per annum
determined by the Administrative Agent as the rate of interest at which deposits
in Dollars for delivery on the first day of such Interest Period in Same Day
Funds in the approximate amount of the Eurodollar Loan being made, continued or
converted by JPMCB and with a term equivalent to such Interest Period would be
offered by JPMCB’s London Branch to major banks in the London interbank
eurodollar market at their request at approximately 4:00 p.m. (London time)
two Business Days prior to the first day of such Interest Period.

       

      “Lien” means any
mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance,
lien (statutory or other), or preference, priority or other security agreement
or preferential arrangement of any kind or nature whatsoever (including, without
limitation, any conditional sale or other title retention agreement, any
financing lease having substantially the same economic effect as any of the
foregoing, and the filing of any financing statement under the Uniform
Commercial Code or comparable law of any jurisdiction in respect of any of the
foregoing, except for the filing of financing statements in connection with
Lease Obligations to the extent that such financing statements relate to the
property subject to such Lease Obligations).

       

      “Loans” means the
collective reference to the Tranche B Term Loans, the Revolving Credit
Loans, the Swing Line Loans, and the Additional Term Loans, if any;
individually, a “Loan”.

       

      “Material Adverse
Effect” means (i) a material adverse effect on the business,
financial condition, assets, or results of operations of the Company and its
Subsidiaries taken as a whole, (ii) a material impairment of the ability of
the Company and the other Credit Parties, taken as a whole, to perform any of
its obligations under any Credit Document to which it is a party, (iii) a
material impairment of the rights and remedies of the Lenders under any Credit
Document or (iv) a material adverse effect upon the legality, validity,
binding effect or enforceability against any Credit Party of any Credit
Documents to which it is a party.

       

      
        
           

        

        
          23

          
            

          

        

        
           

        

      

      “Material
Indebtedness” means any Indebtedness of the Company or any of its
Subsidiaries in a principal amount equal to or greater than
$20,000,000.

       

      “Materials of Environmental
Concern” means any gasoline or petroleum (including crude oil or any
fraction thereof) or petroleum products or any hazardous or toxic substances,
materials or wastes, including, without limitation, asbestos, polychlorinated
biphenyls and urea-formaldehyde insulation, medical waste and radioactive
materials, in each case, as regulated by any applicable Environmental
Laws.

       

      “Measurement Period”
has the meaning specified in the definition of “Consolidated
EBITDA”.

       

      “Minimum Qualified Domestic
Asset Amount” means at any date an amount equal to (i) the product
of (A) 92.5% (expressed as a decimal) multiplied by (B) the aggregate
book value on such date of the Consolidated Total Domestic Assets, minus
(ii) the Allowed Exclusion Amount.

       

      “Moody’s” means
Moody’s Investors Service, Inc., a Delaware corporation, and its successors or,
absent any such successor, such nationally recognized statistical rating
organization as the Company and the Administrative Agent may
select.

       

      “Mortgage” means, in
the case of owned real property interests, a mortgage or deed of trust,
substantially in the form of, or otherwise substantially identical in substance
to, the provisions of Exhibit D hereto, including any Credit Party, the
Collateral Agent and one or more trustees, as the same may be amended, modified
or supplemented from time to time.

       

      “Net Proceeds”
means:  (i) with respect to an Asset Sale, the aggregate cash
proceeds received by the Company or any Subsidiary of the Company in respect of
such Asset Sale, and any cash payments received in respect of promissory notes
or other non cash consideration delivered to the Company or such Subsidiary in
respect of an Asset Sale, net of (without duplication) (A) the reasonable
expenses (including legal fees and brokers’ and underwriters’ commissions paid
to third parties which are not Affiliates or Subsidiaries of the Company)
incurred in effecting such Asset Sale, (B) any taxes reasonably
attributable to such Asset Sale and, in case of an Asset Sale in a foreign
jurisdiction, any taxes reasonably attributable to the repatriation of the
proceeds of such Asset Sale reasonably estimated by the Company or such
Subsidiary to be actually payable, (C) any amounts payable to a
Governmental Authority triggered as a result of any such Asset Sale,
(D) any Indebtedness or Contractual Obligation of the Company and its
Subsidiaries (other than the Loans and other Obligations) required to be paid or
retained in connection with such Asset Sale and (E) the aggregate amount of
reserves required in the reasonable judgment of the Company or such Subsidiary
to be maintained on the books of the Company or such Subsidiary in accordance
with GAAP in order to pay contingent liabilities with respect to such Asset
Sale; provided
that amounts deducted from aggregate proceeds pursuant to clause (E) and
not actually paid by the Company or any of its Subsidiaries in liquidation of
such contingent liabilities shall be deemed to be Net Proceeds and shall be
applied in accordance with Section 5.6 at such time as such contingent
liabilities shall cease to be obligations of the Company or any of its
Subsidiaries; (ii) with respect to an issuance of debt or preferred stock,
the cash proceeds received from such issuance, net of (A) attorneys’ fees,
investment banking fees, accountants’ fees, brokers and underwriters’
commissions, indemnity discounts and commissions and other customary fees and
expenses actually incurred in connection therewith, and (B) any taxes
reasonably attributable to such debt or preferred stock issuance and, in case of
a debt or preferred stock issuance in a foreign jurisdiction, any taxes
reasonably attributable to the repatriation of the proceeds of such debt or
preferred stock issuance reasonably estimated by the Company or such Subsidiary
to be actually payable; and (iii) with respect to any Qualifying Equity
Issuance, the cash proceeds received from such Qualifying Equity Issuance, net
of (A) attorneys’ fees, investment banking fees, accountants’ fees, brokers
and underwriters’ commissions, indemnity discounts and commissions and other
customary fees and expenses actually incurred in connection therewith, and
(B) any taxes reasonably attributable to such Qualifying Equity
Issuance.

       

      
        
           

        

        
          24

          
            

          

        

        
           

        

      

      “Non-Funding Lenders”
means any Lender that has failed to fund any portion of the Loans, participation
interests in Letters of Credit or participation interests in Swing Line Loans
required to be funded by it hereunder within one Business Day of the date
required to be funded by it hereunder.

       

      “Notes” means the
collective reference to any promissory notes evidencing Loans.

       

      “Not Otherwise
Applied” means (i) with reference to any amount of Net Proceeds of
any Qualifying Equity Issuance or Excess Cash Flow, that such amount (i) in
the case of Excess Cash Flow, was not required to be applied to prepay the Loans
pursuant to Section 5.6(c)
and (ii) that such amount was not previously applied in determining the
permissibility of a transaction under the Credit Documents where such
permissibility was (or may have been) contingent on receipt of such amount or
utilization of such amount for a specified purpose.

       

      “Obligations” means
the unpaid principal of and interest on the Loans and all other obligations and
liabilities of the Company to the Agents or any Lenders (including, without
limitation, interest accruing after the maturity of the Loans and interest
accruing after the filing of any petition in bankruptcy, or the commencement of
any insolvency, reorganization or like proceeding, related to the Company,
whether or not a claim for post-filing or post-petition interest is allowed in
such proceeding), whether direct or indirect, absolute or contingent, due or to
become due, now existing or hereafter incurred, which may arise under, out of,
or in connection with, this Agreement, the Loans, the other Credit Documents,
any Letter of Credit or L/C Application, or any other document made, delivered
or given in connection therewith, whether on account of principal, interest,
reimbursement obligations, fees, indemnities, costs, expenses (including,
without limitation, all fees and disbursements of counsel to the Agents or any
Lender or any such Affiliate) or otherwise.

       

      “Operating Lease”
means, as applied to any Person, a lease (including leases which may be
terminated by the lessee at any time) of any property (whether real, personal or
mixed) by such Person as lessee which is not a Capital Lease.

       

      
        
           

        

        
          25

          
            

          

        

        
           

        

      

      “Organization
Documents” means:  (i) with respect to any corporation,
the certificate or articles of incorporation and the bylaws (or equivalent or
comparable constitutive documents with respect to any non-United States
jurisdiction); (ii) with respect to any limited liability company, the
certificate or articles of formation or organization and operating agreement;
and (iii) with respect to any partnership, joint venture, trust or other
form of business entity, the partnership, joint venture or other applicable
agreement of formation or organization and any agreement, instrument, filing or
notice with respect thereto filed in connection with its formation or
organization with the applicable Governmental Authority in the jurisdiction of
its formation or organization and, if applicable, any certificate or articles of
formation or organization of such entity.

       

      “Other Taxes” means
all present or future stamp or documentary Taxes or any other excise or property
Taxes or similar Taxes arising from any payment made hereunder or under any
other Credit Document or from the execution, delivery or enforcement of, or
otherwise with respect to, this Agreement or any other Credit Document, but
excluding property or similar Taxes other than any such property or similar
Taxes imposed in such circumstances as a result of the Company or other Credit
Party being organized or resident in, maintaining an office in, conducting
business in or maintaining property located in, the taxing jurisdiction imposing
such property or similar Taxes.

       

      “Participants” has the
meaning specified in Section 12.6(b).

       

      “Participating Lender”
means any Lender (other than the Issuing Lender with respect to such Letter of
Credit) with respect to its L/C Participating Interest in each Letter of
Credit.

       

      “PBGC” means the
Pension Benefit Guaranty Corporation established pursuant to Subtitle A of
Title IV of ERISA (or any successor).

       

      “Perfection
Certificate” means with respect to any Credit Party a certificate,
substantially in the form of Exhibit F hereto, completed and supplemented
with the schedules and attachments contemplated thereby to the satisfaction of
the Collateral Agent and duly executed by a Responsible Officer of such Credit
Party.

       

      
        
           

        

        
          26

          
            

          

        

        
           

        

      

      “Permitted
Acquisitions” means non-hostile acquisitions (by merger, purchase or
otherwise) by the Company or any of its Subsidiaries of all or substantially all
of the assets of, or all of the shares of the capital stock or other Equity
Interests in, a Person or division or line of business of a Person engaged in
the same business as the Company and its Subsidiaries or in a related business,
provided that
immediately after giving effect thereto:  (i) except for
Permitted Joint Ventures, 100% (less the amount of such capital stock or other
Equity Interests, if any, not exceeding 5% in the aggregate thereof,
attributable to director qualifying shares, shares required by the jurisdiction
of organization of such Person to be held by management or other third party and
such additional shares the current ownership of which, at the time of such
Permitted Acquisition, cannot, after commercially reasonable efforts by the
Company and its Subsidiaries, be identified or acquired) of the outstanding
capital stock or other Equity Interests of any acquired or newly formed
corporation or other entity that acquires such Person, division or line of
business is owned directly by the Company; (ii) any such capital stock or
other Equity Interests acquired shall be duly and validly pledged to the
Collateral Agent for the ratable benefit of the Lenders (other than any capital
stock of, or other Equity Interests in, any Foreign Subsidiary of the Company
that is not required to be so pledged pursuant to the definition of “Pledge
Agreement” or pursuant to Section 8.10); (iii) the Company causes any
such corporation or other entity to comply with Section 8.10 hereof, if
such Section is applicable; (iv) any such corporation or other entity is
not liable for and the Company and its Subsidiaries do not assume any
Indebtedness (except for Indebtedness permitted pursuant to Section 9.2);
(v) no Default or Event of Default shall have occurred and be continuing
and the Company shall have delivered to the Administrative Agent an officers’
certificate to such effect, together with all relevant financial information for
such corporation or other entity or acquired assets; and (vi) at the time
of any such acquisition (and after giving effect to loans, advances and
investments in connection therewith or pursuant thereto) the Company would be in
compliance with the covenants set forth in Section 9.1 as of the most
recently completed period of four consecutive fiscal quarters ending prior to
such acquisition for which the financial statements and certificates required by
Sections 8.1 and 8.2 have been delivered or for which comparable financial
statements have been filed with the Securities and Exchange Commission, after
giving pro forma effect to such transaction and to any other event occurring
after such period as to which pro forma recalculation is appropriate (including
any other transaction described in Sections 9.6 and 9.7 occurring after
such period) as if such acquisition had occurred as of the first day of such
period.  All pro forma calculations required to be made pursuant to
this definition shall (i) include only those adjustments that are based on
reasonably detailed written assumptions reasonably acceptable to the
Administrative Agent and (ii) be certified to by a Responsible Officer on
behalf of the Company as having been prepared in good faith based upon
reasonable assumptions.

       

      “Permitted
Encumbrances” means (i) those liens, encumbrances and other matters
affecting title to any Mortgaged Property listed in the Mortgage Policies in
respect thereof and found, on the date of delivery of such Mortgage Policies to
the Collateral Agent in accordance with the terms hereof, reasonably acceptable
by the Collateral Agent, (ii) zoning, building codes, land use and other
similar Laws and municipal ordinances which are not violated in any material
respect by the existing improvements and the present use by the mortgagor of the
Premises (as defined in the respective Mortgage) and (iii) such other items
to which the Collateral Agent may consent (such consent not to be unreasonably
withheld).

       

      “Permitted Joint
Ventures” means acquisitions (by merger, purchase, formation of
partnership, joint venture or otherwise) by the Company not constituting
Permitted Acquisitions of interests in any of the assets of, or shares of the
capital stock of or other Equity Interests in, a Person or division or line of
business of a Person engaged in the same business as the Company or any of its
Subsidiaries or in a related business, provided that
immediately after giving effect thereto:  (i) any outstanding
capital stock or other Equity Interests of any acquired or newly formed
corporation or other entity owned directly by the Company is duly and validly
pledged to the Collateral Agent for the ratable benefit of the Lenders if and to
the extent required to be so pledged pursuant to the definition of “Pledge
Agreement” or pursuant to Section 8.10; and (ii) no Default or Event
of Default shall have occurred and be continuing, and the Company shall have
delivered to the Administrative Agent an officers’ certificate to such effect,
together with all relevant financial information for such corporation or other
entity or acquired assets.

       

      “Permitted Liens”
means any Liens permitted under Section 9.3.

       

      
        
           

        

        
          27

          
            

          

        

        
           

        

      

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

       

      “Plan” means any
pension plan which is covered by Title IV of ERISA and in respect of which
the Company or a Commonly Controlled Entity is an “employer” as defined in
Section 3(5) of ERISA.

       

      “Platform” has the
meaning specified in Section 8.2.

       

      “Pledge Agreement”
means a Pledge Agreement, substantially in the form of Exhibit A hereto,
among the Company, the Credit Parities from time to time party thereto and the
Collateral Agent for the ratable benefit of the Secured Parties, as the same may
be amended, modified or supplemented in accordance with its terms from time to
time, it being understood and agreed that, notwithstanding anything that may be
to the contrary herein, the Pledge Agreement shall not require the Company to
pledge:

       

      (i)           except
to the extent set forth in Section 8.10, any of the outstanding capital
stock of, or other equity interests in, any Subsidiary of the Company which is
owned by another Subsidiary of the Company,

       

      (ii)           except
to the extent set forth in Section 8.10(e), more than 65% of the
outstanding capital stock of, or other equity interests in, any Foreign
Subsidiary owned directly by the Company;

       

      (iii)           any
of the outstanding capital stock of, or other equity interests in, ATS or ALC if
and so long as the aggregate book value of their Excluded Domestic Assets does
not exceed the Allowed Exclusion Amount; or

       

      (iv)           any
of the outstanding capital stock of, or other equity interests, in any
Subsidiary where such pledge would (A) be prohibited by applicable law,
(B) result in material adverse tax consequences to the Company, (C) in
the case of any non-wholly owned Subsidiary or joint venture existing on the
Effective Date, result in a breach of a joint venture agreement, operating
agreement or other similar document or agreement in the form existing on the
Effective Date, (D) in the case of any non-wholly owned Subsidiary or joint
venture created or acquired after the Effective Date, result in a breach of a
joint venture agreement, operating agreement or other similar document or
agreement, provided that the
Company shall use its commercially reasonable efforts to obtain all consents or
take such other actions as may be necessary to enable the pledge of such capital
stock or other equity interests, or (E) cause the Company to incur costs
associated with such pledge that are excessive in comparison to the benefits
afforded to the Lenders, as reasonably determined by the Administrative Agent),
and provided
further that to
the extent the Company does not ultimately acquire 100% of the outstanding
capital stock or other equity interests of any acquired or newly formed
Subsidiary in any Permitted Acquisition, notwithstanding clause (iv)(D)
above but except as provided in clauses (ii) or (iv)(A),(B) and (E)
above, the Collateral Agent shall receive a pledge of all outstanding capital
stock or other equity interests of such entity held by the Company.

       

      
        
           

        

        
          28

          
            

          

        

        
           

        

      

      “Pledge Agreements”
means the collective reference to the Pledge Agreement and any other pledge
agreement entered into by a Credit Party and the Administrative Agent (on
substantially the same terms as the Pledge Agreement) in accordance with
Section 8.10.

       

      “Pledged Collateral”
has the meaning specified in the Pledge Agreements.

       

      “Pledged Notes” has
the meaning specified in the Pledge Agreements.

       

      “Pledged Stock” has
the meaning specified in the Pledge Agreements.

       

      “Properties” means
each parcel of real property currently or previously owned or operated by the
Company or any Subsidiary of the Company.

       

      “Public Lender” has
the meaning specified in Section 8.2.

       

      “Qualified Domestic
Assets” means at any date assets comprising Consolidated Total Domestic
Assets (i) the entire legal and beneficial interest in which is owned
directly by the Company and/or one or more Wholly-Owned Domestic Subsidiary
Guarantors, (ii) which are subject to a perfected and first priority Liens
in favor of the Collateral Agent under the Collateral Documents to secure the
Finance Obligations, subject only to non-consensual Permitted Liens and
(iii) which are not Investments other than Cash Equivalents.

       

      “Qualified Domestic Asset
Trigger Event” has the meaning specified in
Section 8.10(a).

       

      “Qualifying Equity
Issuance” means any Equity Issuance if:  (i) after giving
effect thereto, no Change of Control shall have occurred; (ii) the Equity
Interests issued in such Equity Issuance shall be issued in a private placement
exempt from registration under the Securities Act; and (iii) the Net
Proceeds thereof shall be used (without duplication and only to the extent Not
Otherwise Applied) only (A) to make Qualified Stock Repurchases pursuant to
Section 9.9(c)(ii)(y), (B) to make Investments pursuant to
Section 9.7(m), (C) to repay Indebtedness of the Company and its
Subsidiaries pursuant to Section 9.12(a)(v)(B)(y) and (D) to pay
dividends and distributions under Section 9.9(d).

       

      “Qualified Stock
Repurchases” means, collectively, one or more open market or privately
negotiated purchases by the Company for cash of the Company’s issued and
outstanding shares of common stock, if after giving effect thereto (i) the
aggregate consideration paid or payable for all such purchases from and after
June 11, 2008, together with the aggregate of all amounts paid under
Section 9.12(a)(v)(B)(x) from and after the Effective Date, does not exceed
$150,000,000 plus, to the extent applicable and subject to Section 9.9(c),
any Available Amount and (ii) each share of common stock so purchased is
retired and cancelled (and returned to the status of authorized and unissued
shares) promptly following the consummation of such repurchase.

       

      
        
           

        

        
          29

          
            

          

        

        
           

        

      

      “Real Property” means,
with respect to any Person, all of the right, title and interest of such Person
in and to land, improvements and fixtures, including Leaseholds.

       

      “Refinanced
Agreements” means those instruments, documents and agreements listed on
Schedule 1.C.

       

      “Refunded Swing Line
Loans” has the meaning specified in Section 4.7(b).

       

      “Register” has the
meaning specified in Section 12.6(d).

       

      “Regulation D, O, T, U or
X” means Regulation D, O, T, U or X, respectively, of the Board of
Governors of the Federal Reserve System as amended, or any successor
regulation.

       

      “Reinvestment Funds”
means, with respect to any Insurance Proceeds or any Condemnation Award, that
portion of such funds as shall, according to a certificate of a Responsible
Officer of the Company delivered to the Administrative Agent within 30 days
after the occurrence of the Casualty or Condemnation giving rise thereto, be
reinvested within 360 days after the occurrence of the Casualty or
Condemnation giving rise thereto in the repair, restoration or replacement of
the properties that were the subject of such Casualty or Condemnation; provided that
(i) such certificate shall be accompanied by evidence reasonably
satisfactory to the Administrative Agent that any property subject to such
Casualty or Condemnation has been or will be repaired, restored or replaced to
its condition immediately prior to such Casualty or Condemnation,
(ii) pending such reinvestment, the entire amount of such proceeds shall be
deposited in an account with the Collateral Agent for the benefit of the Secured
Parties, over which the Collateral Agent shall have sole control and exclusive
right of withdrawal, (iii) from and after the date of delivery of such
certificate, the Company or one or more of its Subsidiaries shall diligently
proceed, in a commercially reasonable manner, to complete the repair,
restoration or replacement of the properties that were the subject of such
Casualty or Condemnation as described in such certificate and (iv) no Event
of Default shall have occurred and be continuing; and provided, further, that, if any
of the foregoing conditions shall cease to be satisfied at any time, such funds
shall no longer be deemed Reinvestment Funds and such funds shall immediately be
applied to prepayment of the Loans in accordance with
Section 5.6.

       

      “Related Document”
means any agreement, certificate, document or instrument relating to a Letter of
Credit.

       

      “Related Parties” has
the meaning specified in Section 12.5(iv).

       

      “Reorganization”
means, with respect to a Multiemployer Plan, the condition that such Plan is in
reorganization as such term is used in Section 4241 of ERISA.

       

      “Reportable Event”
means any of the events set forth in Section 4043(c) of ERISA or the
regulations thereunder.

       

      “Required Lenders”
means, at a particular time, Lenders that hold more than 50% of (i) the
aggregate then outstanding principal amount of the Tranche B Term Loans or,
prior to the Closing Date, the Tranche B Term Loan Commitments,
(ii) from and after any applicable Additional Facility Closing Date, the
aggregate then outstanding principal amount of the related Additional Term Loans
or, prior to any applicable Additional Facility Closing Date and after the
applicable Additional Commitments Effective Date, the related Additional Term
Commitments and (iii) the Revolving Credit Commitments or if the Revolving
Credit Commitments have been cancelled (A) the aggregate then outstanding
principal amount of the Revolving Credit Loans, (B) the L/C Participating
Interests in the aggregate amount then available to be drawn under all
outstanding Letters of Credit, (C) the aggregate then outstanding principal
amount of Revolving L/C Obligations and (D) the aggregate amount
represented by the agreements of the Lenders in Sections 4.7(b) and
(c) with respect to the Swing Line Loans then outstanding.

       

      
        
           

        

        
          30

          
            

          

        

        
           

        

      

      “Required Term
Lenders” means, at a particular time, Term Lenders that hold more than
50% of (i) the aggregate then outstanding principal amount of the
Tranche B Term Loans or, prior to the Closing Date, the Tranche B Term
Loan Commitments and (ii) from and after any applicable Additional Facility
Closing Date, the aggregate then outstanding principal amount of the related
Additional Term Loans or, prior to any applicable Additional Facility Closing
Date and after the applicable Additional Commitments Effective Date, the related
Additional Term Commitments.

       

      “Requirement of Law”
means, as to any Person, the Organization Documents of such Person, and any Law
(including, without limitation, Environmental Laws), in each case applicable to
or binding upon such Person or any of its property or to which such Person or
any of its property is subject.

       

      “Responsible Officer”
means the chief executive officer or the chief operating officer of the Company
or, with respect to financial matters, the chief financial officer, controller,
vice president – finance or treasurer of the Company.

       

      “Revolving Credit
Commitment” means, as to any Lender, its obligations to make Revolving
Credit Loans to the Company pursuant to Section 4.1, and to purchase its
L/C Participating Interest in any Letter of Credit in an aggregate amount not to
exceed at any time the amount set forth opposite such Lender’s name in
Schedule 1A under the heading “Revolving Credit Commitment” and in an
aggregate amount not to exceed at any time the amount equal to such Lender’s
Revolving Credit Commitment Percentage of the aggregate Revolving Credit
Commitments, as the aggregate Revolving Credit Commitments may be reduced or
adjusted from time to time pursuant to this Agreement; collectively, as to all
the Lenders, the “Revolving Credit
Commitments”.  On the Effective Date, the aggregate amount of
the Revolving Credit Commitments is $350,000,000.

       

      “Revolving Credit Commitment
Percentage” means, as to any Lender at any time, the percentage which
such Lender’s Revolving Credit Commitment constitutes of all of the Revolving
Credit Commitments (or, if the Revolving Credit Commitments shall have been
terminated, the percentage of the outstanding Aggregate Revolving Credit
Extensions of Credit and Swing Line Loans constituted by such Lender’s Aggregate
Revolving Credit Extensions of Credit and participating interest in Swing Line
Loans).

       

      “Revolving Credit Commitment
Period” means the period from and including the Closing Date to but not
including the Revolving Credit Termination Date.

       

      
        
           

        

        
          31

          
            

          

        

        
           

        

      

      “Revolving Credit
Lenders” means the Lenders with Revolving Credit Commitments and/or
outstanding Revolving Credit Loans.

       

      “Revolving Credit
Loan” and “Revolving Credit
Loans” has the meaning specified in Section 4.1(a).

       

      “Revolving Credit
Outstandings” means, as to any Lender at a particular time, the sum of
(i) the aggregate unpaid principal amount at such time of all Revolving
Credit Loans made by such Lender pursuant to Section 4.1, (ii) such
Lender’s L/C Participating Interest in the aggregate amount available to be
drawn at such time under all outstanding Letters of Credit, (iii) such
Lender’s Revolving Credit Commitment Percentage of the aggregate outstanding
amount of Revolving L/C Obligations and (iv) such Lender’s Revolving Credit
Commitment Percentage of the aggregate unpaid principal amount at such time of
all Swing Line Loans.

       

      “Revolving Credit Termination
Date” means the earlier of (i) the date which is the fifth
anniversary of the Closing Date; (ii) any other date on which the Revolving
Credit Commitments shall terminate hereunder; and (iii) the date that is
six months prior to the maturity of the Senior Notes or any other Indebtedness
of the Company or any of its Subsidiaries consisting of debt securities issued
pursuant to one or more public offerings or private offerings exempt from
registration under the Securities Act of 1933, as amended, and the Rules and
Regulations promulgated thereunder.

       

      “Revolving L/C
Obligations” means the obligations of the Company to reimburse the
Issuing Lender for any payments made by an Issuing Lender under any Letter of
Credit that have not been reimbursed by the Company pursuant to
Section 4.6.

       

      “Same Day Funds” means
immediately available funds.

       

      “S&P” means
Standard & Poor’s Ratings Group, a division of McGraw Hill, Inc., a New York
corporation, and any successor thereto.

       

      “Secured Leverage
Ratio” means, as of any date of determination, the ratio of
(i) (A) Consolidated Total Secured Indebtedness as of such date minus
(B) Cash on Hand of the Company and its Consolidated Subsidiaries to
(ii) Consolidated EBITDA for the twelve months ending on the last day of
the most recent fiscal quarter for which financial statements required by
Section 8.1(a) or (b), as applicable, have been delivered.

       

      “Secured Parties”
means, collectively, the Lenders and any other Persons the obligations owing to
which are or are purported to be secured by the Collateral under the terms of
the Collateral Documents.

       

      “Security Agreement”
means the Security Agreement, substantially in the form of Exhibit E
hereto, among the Company, the Subsidiary Guarantors and the Collateral Agent,
as the same may be amended, modified or supplemented from time to
time.

       

      “Seller” means any of
Honeywell International, Inc., a Delaware corporation, Honeywell UK Limited, a
limited liability company organized under the laws of England and Wales,
Honeywell Holdings France SAS, a French Société par Action Simplifées, and
Honeywell Deutschland GmbH, a German limited liability company, and “Sellers” means all of
them, collectively.

       

      
        
           

        

        
          32

          
            

          

        

        
           

        

      

      “Senior Note” means
any one of the 8.50% Senior Notes due July 1, 2018 issued in the original
aggregate principal amount of $600,000,000 by the Company in favor of the Senior
Noteholders pursuant to the Senior Note Indenture, as such Senior Notes may be
amended, modified or supplemented from time to time in accordance with the
limitations set forth herein, and “Senior Notes” means
any two or more of them, collectively.

       

      “Senior Note
Documents” means the Senior Notes, the Senior Note Indenture and the
Underwriting Agreement dated June 26, 2008 among the Company and the
Underwriters named therein, in each case including all exhibits and schedules
thereto, and all other agreements, documents and instruments relating to the
Senior Notes, in each case as the same may be amended, modified or supplemented
from time to time in accordance with the provisions thereof and of this
Agreement.

       

      “Senior Note
Indenture” means the Indenture dated as of July 1, 2008 between the
Company and Wilmington Trust Company, as trustee, as such Indenture may be
amended, modified or supplemented from time to time in accordance with the
provisions thereof and of this Agreement.

       

      “Senior Noteholder”
means any one of the holders from time to time of the Senior Notes.

       

      “Single Employer Plan”
means any Plan which is covered by Title IV of ERISA, but which is not a
Multiemployer Plan.

       

      “Solvent” and “Solvency” mean, with
respect to any Person on any date of determination, that on such date
(i) the fair value of the property of such Person is greater than the total
amount of liabilities, including contingent liabilities, of such Person,
(ii) the present fair salable value of the assets of such Person is not
less than the amount that will be required to pay the probable liability of such
Person on its debts as they become absolute and matured, (iii) such Person
does not intend to, and does not believe that it will, incur debts or
liabilities beyond such Person’s ability to pay such debts and liabilities as
they mature and (iv) such Person is not engaged in business or a
transaction, and is not about to engage in business or a transaction, for which
such Person’s property would constitute an unreasonably small
capital.  The amount of contingent liabilities at any time shall be
computed as the amount that, in the light of all the facts and circumstances
existing at such time, represents the amount that can reasonably be expected to
become an actual or matured liability.

       

      “Subsidiary” means, as
to any Person, a corporation, partnership or other entity of which shares of
capital stock or other Equity Interests having ordinary voting power (other than
capital stock or other equity interests having such power only by reason of the
happening of a contingency) to elect a majority of the board of directors or
other managers of such corporation, partnership or other entity are at the time
owned, directly or indirectly, or the management of which is otherwise
controlled, directly or indirectly, or both, by such Person.

       

      
        
           

        

        
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      “Subsidiary Guarantor”
means each Subsidiary of the Company that from time to time shall or shall be
required to deliver a Guaranty or an Accession Agreement or other guaranty or
guaranty supplement pursuant to Section 8.10 or
Section 9.15.

       

      “Swap Contract” means
(i) any and all rate swap transactions, basis swaps, credit derivative
transactions, forward rate transactions, commodity swaps, commodity options,
forward commodity contracts, equity or equity index swaps or options, bond or
bond price or bond index swaps or options or forward bond or forward bond price
or forward bond index transactions, interest rate options, forward foreign
exchange transactions, cap transactions, floor transactions, collar
transactions, currency swap transactions, cross-currency rate swap transactions,
currency options, spot contracts, or any other similar transactions or any
combination of any of the foregoing (including any options to enter into any of
the foregoing), whether or not any such transaction is governed by or subject to
any master agreement, and (ii) any and all transactions of any kind, and
the related confirmations, which are subject to the terms and conditions of, or
governed by, any form of master agreement published by the International Swaps
and Derivatives Association, Inc., any International Foreign Exchange Master
Agreement, or any other master agreement (any such master agreement, together
with any related schedules, a “Master Agreement”),
including any such obligations or liabilities under any Master
Agreement.

       

      “Swap Obligation” of
any Person means all obligations (including, without limitation, any amounts
which accrue after the commencement of any bankruptcy or insolvency proceeding
with respect to such Person, whether or not allowed or allowable as a claim
under any proceeding under any Debtor Relief Law) of such Person in respect of
any Swap Contract, excluding any amounts which such Person is entitled to
set-off against its obligations under applicable law.

       

      “Swing Line
Commitment” means JPMCB’s obligation to make Swing Line Loans pursuant to
Section 4.7.

       

      “Swing Line Lender”
and “Swing Line
Lenders” have the meaning specified in Section 4.7(a).

       

      “Swing Line Loan” and
“Swing Line
Loans” have the meaning specified in Section 4.7(a).

       

      “Syndication Agents”
means, collectively, UBS Securities LLC and Credit Suisse Securities (USA) LLC,
in their capacities as Syndication Agents with respect to the Commitments (each,
a “Syndication
Agent”).

       

      “Taxes” means all
present or future taxes, levies, imposts, duties, deductions, withholdings,
assessments, or other similar charges imposed by any Governmental Authority,
including any interest, additions to tax or penalties applicable
thereto.

       

      “Term Lenders” means
the Lenders with Term Loan Commitments and/or outstanding Term
Loans.

       

      
        
           

        

        
          34

          
            

          

        

        
           

        

      

      “Term Loan Borrowing”
means a borrowing consisting of simultaneous Term Loans of the same Type and, in
the case of Eurodollar Loans, having the same Interest Period made by each of
the Term Lenders.

       

      “Term Loan Commitment”
means, as to any Lender, the reference to its Tranche B Term Loan
Commitment, and/or Additional Term Commitments, as applicable.

       

      “Term Loans” means the
Tranche B Term Loan and any Additional Term Loan, as
applicable.

       

      “Total Leverage Ratio”
has the meaning specified in Section 9.1(a).

       

      “Tranche B Term
Loan” and “Tranche B Term
Loans” have the meaning specified in Section 2.1.

       

      “Tranche B Term Loan
Commitment” means, as to any Lender, its obligation to make a
Tranche B Term Loan to the Company pursuant to Section 2.1, in an
aggregate amount not to exceed the amount set forth opposite such Lender’s name
in Schedule 1A under the heading “Tranche B Term Loan” and in an
aggregate amount not to exceed the amount equal to such Lender’s Tranche B
Term Loan Commitment Percentage of the aggregate Tranche B Term Loan
Commitments; collectively, as to all the Lenders, the “Tranche B Term Loan
Commitments”.

       

      “Tranche B Term Loan
Commitment Percentage” means, as to any Lender, the percentage which such
Lender’s Tranche B Term Loan (or, prior to Closing Date, Tranche B
Term Loan Commitment) constitutes of the aggregate then outstanding principal
amount of Tranche B Term Loans (or Tranche B Term Loan
Commitments).

       

      “Tranche B Term Loan
Maturity Date” means the earlier of (i) the date which is the sixth
anniversary of the Closing Date and (ii) the date that is six months prior
to the maturity of the Senior Notes or any other Indebtedness of the Company or
any of its Subsidiaries consisting of debt securities issued pursuant to one or
more public offerings or private offerings exempt from registration under the
Securities Act of 1933, as amended, and the Rules and Regulations promulgated
thereunder.

       

      “Transaction” means
the events contemplated by the Honeywell Purchase Documents and the Credit
Documents.

       

      “Type” means, as to
any Loan, its nature as an ABR Loan or a Eurodollar Loan.

       

      “UCC” means the
Uniform Commercial Code as in effect in the State of New York; provided that, if
perfection or the effect of perfection or non-perfection or the priority of any
security interest in any Collateral is governed by the Uniform Commercial Code
as in effect in a jurisdiction other than the State of New York, “UCC” means the
Uniform Commercial Code as in effect from time to time in such other
jurisdiction for purposes of the provisions hereof relating to such perfection,
effect of perfection or non-perfection or priority.

       

      
        
           

        

        
          35

          
            

          

        

        
           

        

      

      “Uniform Customs”
means the Uniform Customs and Practice for Documentary Credits (1998 Revision),
International Chamber of Commerce Publication No. 500 (or any successor
publication), as the same may be amended from time to time.

       

      “Unmatured Surviving
Obligations” means, at any date, contingent indemnification or expense
reimbursement claims which are not then due and payable or with respect to which
no demand has been made.

       

      “Wholly-Owned Consolidated
Subsidiary” means at any date a Wholly-Owned Subsidiary which is a
Consolidated Subsidiary at such date, and “Wholly-Owned Consolidated
Subsidiaries” means all of them, collectively.

       

      “Wholly-Owned Domestic
Subsidiary” means at any date a Wholly-Owned Subsidiary of the Company
which is a Domestic Subsidiary at such date, and “Wholly-Owned Domestic
Subsidiaries” means all of them, collectively.

       

      “Wholly-Owned Domestic
Subsidiary Guarantor” means at any date a Wholly-Owned Domestic
Subsidiary which is a Credit Party under and in compliance with all Collateral
Documents at such date, and “Wholly-Owned Domestic
Subsidiary Guarantors” means all of them, collectively.

       

      “Wholly-Owned
Subsidiary” means, with respect to any Person at any date, any Subsidiary
of such Person all of the shares of capital stock or other ownership interests
of which (except directors’ qualifying shares) are at the time directly or
indirectly owned by such Person.

       

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

       

      (b)           As
used herein and in any other Credit Document and any certificate or other
document made or delivered pursuant hereto, accounting terms relating to the
Company and its Subsidiaries not defined in Section 1.1 and accounting
terms partly defined in Section 1.1 to the extent not defined, shall have
the respective meanings given to them under GAAP.

       

      (c)           The
words “hereof”, “herein” and “hereunder” and words of similar import when used
in this Agreement shall refer to this Agreement as a whole and not to any
particular provision of this Agreement, and section, Section, schedule and
exhibit references are to this Agreement unless otherwise
specified.

       

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

       

      ARTICLE
II

      AMOUNT
AND TERMS OF TRANCHE B TERM LOAN COMMITMENTS

       

      Section
2.1     Tranche B Term
Loans.  Subject
to the terms and conditions hereof, each Lender severally agrees to make a term
loan (each, a “Tranche B Term
Loan”) in Dollars to the Company on the Closing Date in an amount not to
exceed the Tranche B Term Loan Commitment of such Lender.  The
Term Loan Borrowing shall consist of Tranche B Term Loans made
simultaneously by the Term Lenders in accordance with their respective
Tranche B Term Loan Commitments.  The Tranche B Term Loans
may from time to time be (i) Eurodollar Loans or (ii) ABR Loans or
(iii) a combination thereof, as determined by the Company and notified to
the Administrative Agent in accordance with Sections 5.1, 5.2 and 5.3;
provided that,
any Tranche B Term Loan made on the Closing Date shall be made as ABR
Loans.  The Tranche B Term Loans are not revolving in nature and
any amount repaid or prepaid hereunder may not be reborrowed.  The
aggregate Tranche B Term Loan Commitment shall be automatically and
permanently reduced to zero on the date of the Term Loan Borrowing made in
accordance with this Section 2.1.

       

      
        
           

        

        
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      Section
2.2     Repayment of Tranche B
Term Loans.  The
Company shall repay the Tranche B Term Loans in 23 consecutive quarterly
installments on the last day of each fiscal quarter, commencing on
September 30, 2008, in equal amounts of 0.25% of the outstanding principal
amount of the Tranche B Term Loans made to the Company by the Term Lenders
pursuant to Section 2.1 above.  Any remaining principal amount of
the Tranche B Term Loans will be due and payable on the Tranche B Term
Loan Maturity Date.

       

      Section
2.3     Proceeds of Tranche B
Term Loans.  The
Company shall use the proceeds of the Tranche B Term Loans for
(i) repayment of amounts borrowed under the Existing Credit Agreement and
Refinanced Agreements, (ii) payment of the fees and expenses in connection
with this Agreement and the Honeywell Acquisition and (iii) financing the
Honeywell Acquisition, Permitted Acquisitions and Permitted Joint Ventures and
paying related fees and expenses.

       

      ARTICLE
III

      AMOUNT
AND TERMS OF INCREMENTAL TERM LOANS

       

      Section
3.1      Requests for Additional
Loans.  Upon
notice to the Administrative Agent (which shall promptly notify the Lenders), at
any time after the Closing Date, the Company may request additional Term Loan
Commitments (each an “Additional Term
Commitment” or “Additional Commitment” and all of them, collectively, the
“Additional Term
Commitments”).  Any loans made in respect of any such
Additional Term Commitments (the “Additional Term
Loans”) may be made, at the option of the Company, by either
(i) increasing the Tranche B Term Loan Commitments with the same terms
(including pricing) as the existing Tranche B Term Loans, or
(ii) creating a new tranche of terms loans (an “Additional Term Loan
Tranche”); provided that any
Additional Term Loan Tranche (x) shall have a final maturity on or after
the stated Tranche B Term Loan Maturity Date and (y) if such
Additional Term Loans are not Tranche B Term Loans, such Additional Term
Loans shall have prepayment events not more restrictive than the Tranche B
Term Loans.

       

      Section
3.2      Ranking and Other
Provisions.  The
Additional Term Loans (i) shall rank pari passu or junior in
right of payment and in respect of lien priority as to the Collateral with the
Obligations in respect of the Revolving Credit Commitments and the outstanding
Tranche B Term Loans, (ii) shall not have a weighted average life that
is shorter than the weighted average life of the outstanding Tranche B Term
Loans, (iii) shall not mature earlier than the Tranche B Term Loan
Maturity Date and (iv) except as set forth in this Agreement, shall be
treated substantially the same as (and in any event no more favorably than) the
outstanding Tranche B Term Loans, provided that, if the
Applicable Margin (which, for such purposes only, shall be deemed to include all
upfront or similar fees or original issue discount payable to all Lenders
providing such Additional Term Loans) relating to any Additional Term Loan
exceeds the Applicable Margin (which, for such purposes only, shall be deemed to
include all upfront or similar fees or original issue discount payable to all
Lenders providing the outstanding Tranche B Term Loans) relating to the
outstanding Tranche B Term Loans immediately prior to the effectiveness of
the applicable Additional Facility Amendment, the Applicable Margin relating to
the outstanding Tranche B Term Loans shall be adjusted to be equal to the
Applicable Margin for such Additional Term Loan (which, for such purposes only,
shall be deemed to include all upfront or similar fees or original issue
discount payable to all Lenders providing such Additional Term Loans) and if the
prepayment fee (if any) required to be paid upon repayment of any Additional
Term Loan exceeds the prepayment fee (if any) required to be paid upon repayment
of the outstanding Tranche B Term Loans, the prepayment fee (if any)
required to be paid upon repayment of the outstanding Tranche B Term Loans
shall be adjusted to be equal to the prepayment fee required to be paid upon
repayment of such Additional Term Loan, in each case effective as of the
applicable Additional Facility Closing Date.  Unless otherwise agreed
to by the Administrative Agent and the Additional Lenders, the Company shall
repay the Additional Term Loans in consecutive quarterly installments on the
last day of each fiscal quarter, commencing on the last day of the first fiscal
quarter after the Additional Facility Closing Date, in equal amounts of 0.25% of
the outstanding principal amount of the Additional Term Loans made to the
Company by the Additional Term Lenders.  Any remaining principal
amount of the Additional Term Loans will be due and payable on the maturity date
of the Additional Term Loans.  The proceeds of any Additional Term
Loans will be used only for purposes permitted for Tranche B Term Loans
under Section 2.3.

       

      
        
           

        

        
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      Section
3.3      Notices; Lender
Elections.  The
notice from the Company pursuant to this Section shall set forth the requested
amount and proposed terms of the Additional Commitments.  Additional
Term Loans (or any portion thereof) may be made by any existing Lender or by any
other bank or investing entity (any such bank or other financial institution, an
“Additional
Lender”), in each case on terms permitted in this Section and otherwise
on terms reasonably acceptable to the Administrative Agent, provided that the
Administrative Agent shall have consented (not to be unreasonably withheld) to
such Lender’s or Additional Lender’s, as the case may be, making such Additional
Term Loans if such consent would be required under Section 12.6 for an
assignment of Loans to such Lender or Additional Lender, as the case may
be.  No Lender shall be obligated to provide any Additional Term
Loans, unless it so agrees.

       

      Section
3.4      Additional Facility
Amendment.  Commitments
in respect of any Additional Commitments shall become Commitments under this
Agreement pursuant to an amendment (an “Additional Facility
Amendment”) to this Agreement and, as appropriate, the other Credit
Documents, executed by the Company, each Lender agreeing to provide such
Commitment, if any, each Additional Lender, if any, and the Administrative
Agent.  An Additional Facility Amendment may, without the consent of
any other Lenders, effect such amendments to any Credit Documents as may be
necessary or appropriate, in the opinion of the Administrative Agent, to effect
the provisions of this Section.  At the time of the sending of such
notice, the Company (in consultation with the Administrative Agent) shall
specify the time period within which each Lender is requested to respond (which
shall in no event be less than ten Business Days from the date of delivery of
such notice to the Lenders).  Each Lender shall notify the
Administrative Agent within such time period whether or not it agrees to provide
an Additional Commitment and, if so, whether by an amount equal to, greater
than, or less than its Commitment Percentage of such requested increase (which
shall be calculated on the basis of the amount of the funded and unfunded
exposure under all the Loans held by each Lender).  Any Lender not
responding within such time period shall be deemed to have declined to provide
an Additional Commitment.  The Administrative Agent shall notify the
Company and each Lender of the Lenders’ responses to each request made
hereunder.  To achieve the full amount of a requested increase, the
Company may also invite additional Eligible Assignees to become Additional
Lenders pursuant to a joinder agreement in form and substance reasonably
satisfactory to the Administrative Agent and its counsel.

       

      
        
           

        

        
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      Section
3.5       Effective Date and
Allocations.  If
any Additional Commitments are added in accordance with this Section 3.5,
the Administrative Agent and the Company shall determine the effective date (the
“Additional
Commitments Effective Date”) and the final allocation of such
addition.  The Administrative Agent shall promptly notify the Company
and the Lenders of the final allocation of such addition and the Additional
Commitments Effective Date.

       

      Section
3.6        Conditions to Effectiveness
of Increase.  The
effectiveness of any Additional Facility Amendment shall, unless otherwise
agreed to by the Administrative Agent, each Lender party thereto, if any, and
the Additional Lenders, if any, be subject to the satisfaction on the date
thereof (the “Additional Facility Closing
Date”) of each of the following conditions:

       

      (i)           the
Administrative Agent shall have received on or prior to the Additional Facility
Closing Date each of the following, each dated the Additional Facility Closing
Date unless otherwise indicated or agreed to by the Administrative Agent and
each in form and substance reasonably satisfactory to the Administrative
Agent:  (A) the applicable Additional Facility Amendment;
(B) certified copies of resolutions of the board of directors of each
Credit Party approving the execution, delivery and performance of the Additional
Facility Amendment; and (C) a favorable opinion of counsel for the Credit
Parties dated the Additional Facility Closing Date, to the extent requested by
the Administrative Agent, addressed to the Administrative Agent and the Lenders
and in form and substance and from counsel reasonably satisfactory to the
Administrative Agent;

       

      (ii)           the
conditions precedent set forth in Section 7.2 shall have been satisfied
both before and after giving effect to such Additional Facility Amendment and
the additional Extensions of Credit provided thereby (it being understood that
all references to “the obligation of any Lender to make a Loan on the occasion
of any Borrowing” shall be deemed to refer to the effectiveness of the
Additional Facility Amendment on the Additional Facility Closing Date),
(ii) such increase shall be made on the terms and conditions provided for
above and (iii) (A) the Company shall be in compliance with
Section 9.1 and (B) the Secured Leverage Ratio shall not exceed
(x) prior to March 31, 2011, 2.75 to 1.00 or (y) on and after
March 31, 2011, 2.50 to 1.00, in each case on and as of the Additional
Facility Closing Date for the most recently ended fiscal quarter for which
financial statements are required to be delivered pursuant to
Section 8.1(a) or (b) on a pro-forma basis both before and after
giving effect to such Additional Facility Amendment and the Additional Term
Loans provided thereby; and

       

      
        
           

        

        
          39

          
            

          

        

        
           

        

      

      (iii)           there
shall have been paid to the Administrative Agent, for the account of the
Administrative Agent and the Lenders (including any Person becoming a Lender as
part of such Additional Facility Amendment on the related Additional Facility
Closing Date), as applicable, all fees and expenses (including reasonable
out-of-pocket fees, charges and disbursements of counsel) invoiced with
reasonable supporting documentation that are due and payable on or before the
Additional Facility Closing Date.

       

      Section
3.7        Effect of Additional
Facility Amendment.  On
the Additional Commitments Effective Date, each Lender or Eligible Assignee
which is providing
an Additional Commitment (i) shall become a “Lender” for all purposes of
this Agreement and the other Credit Documents, (ii) shall have, as
applicable, an Additional Term Commitment which shall become a “Commitment”
hereunder and (iii) in the case of an Additional Term Commitment, shall
make an Additional Term Loan to the Company in a principal amount equal to such
Additional Term Commitment, and such Additional Term Loan shall be a “Term Loan”
for all purposes of this Agreement and the other Credit Documents.

       

      ARTICLE
IV

      AMOUNT
AND TERMS OF REVOLVING CREDIT COMMITMENTS

       

      Section
4.1         Revolving Credit
Commitments.  (a)  Subject
to the terms and conditions hereof, each Lender agrees to extend credit, in an
aggregate amount not to exceed such Lender’s Revolving Credit Commitment, to the
Company from time to time on any Borrowing Date during the Revolving Credit
Commitment Period by purchasing an L/C Participating Interest in each Letter of
Credit issued by the Issuing Lender and by making loans to the Company (“Revolving Credit
Loans”) from time to time.  Revolving Credit Loans shall be
denominated in Dollars.  Notwithstanding the foregoing, in no event
shall (i) any Revolving Credit Loan or Swing Line Loan be made, or any
Letter of Credit be issued, if, after giving effect to such making or issuance
and the use of proceeds thereof as irrevocably directed by the Company, the sum
of the Aggregate Revolving Credit Extensions of Credit and the aggregate
outstanding principal amount of the Swing Line Loans would exceed the aggregate
Revolving Credit Commitments or if Section 4.7 would be violated thereby or
(ii) any Revolving Credit Loan or Swing Line Loan be made, or any Letter of
Credit be issued, if the amount of such Loan to be made or any Letter of Credit
to be issued would, after giving effect to the use of proceeds, if any, thereof,
exceed the Available Revolving Credit Commitments.  During the
Revolving Credit Commitment Period, the Company may use the Revolving Credit
Commitments by borrowing, repaying the Revolving Credit Loans or Swing Line
Loans in whole or in part, and reborrowing, all in accordance with the terms and
conditions hereof, and/or by having the Issuing Lender issue Letters of Credit,
having such Letters of Credit expire undrawn upon or if drawn upon, reimbursing
the relevant Issuing Lender for such drawing, and having the Issuing Lender
issue new Letters of Credit.

       

      
        
           

        

        
          40

          
            

          

        

        
           

        

      

      (b)           Each
borrowing of Revolving Credit Loans shall be in an aggregate principal amount of
the lesser of (i) $1,000,000 or a whole multiple of $1,000,000 in excess
thereof, and (ii) the Available Revolving Credit Commitments, except that
any borrowing of a Revolving Credit Loan to be used solely (x) to pay a
like amount of Swing Line Loans may be in the aggregate principal amount of such
Swing Line Loans or (y) to pay the like amount of an L/C Disbursement may
be in the principal amount of such L/C Disbursement.

       

      Section
4.2         Proceeds of Revolving Credit
Loans.  The
Company shall use the proceeds of Revolving Credit Loans solely for
(i) making payments to the Issuing Lender to reimburse the Issuing Lender
for drawings made under the Letters of Credit, (ii) repaying Swing Line
Loans and Revolving Credit Loans after the Closing Date and (iii) financing
other working capital or general corporate purposes of the Company or any of its
Subsidiaries.  In any event, no more than $10,000,000 drawn under the
Revolving Credit Facility shall be applied to the consummation of the
Transaction.

       

      Section
4.3         Issuance of Letters of
Credit.  (a)  The
Company may from time to time during the Revolving Credit Commitment Period
request any Issuing Lender to issue a Letter of Credit by delivering to the
Administrative Agent at its address specified in Section 12.2 and the
Issuing Lender an L/C Application completed to the satisfaction of the Issuing
Lender, together with the proposed form of the Letter of Credit (which shall
comply with the applicable requirements of paragraph (b) below) and such
other certificates, documents and other papers and information as the Issuing
Lender may reasonably request; provided that if the
Issuing Lender informs the Company that it is for any reason unable to open such
Letter of Credit, the Company may request another Lender to open such Letter of
Credit upon the same terms offered to the initial Issuing Lender and if such
other Lender agrees to issue such Letter of Credit each reference to the Issuing
Lender for purposes of the Credit Documents shall be deemed to be a reference to
such Lender.  Letters of Credit shall be denominated in
Dollars.  The Existing Letters of Credit shall be deemed to be Letters
of Credit issued under this Agreement for the account of the Company on the
Closing Date.

       

      (b)           Each
Letter of Credit issued hereunder shall, among other things, (i) be in such
form requested by the Company as shall be acceptable to the Issuing Lender in
its sole discretion and (ii) have an expiry date occurring not later than
the earlier of (A) 365 days after the date of issuance of such Letter
of Credit and (B) five days prior to the Revolving Credit Termination
Date.  Each L/C Application and each Letter of Credit shall be subject
to the Uniform Customs and, to the extent not inconsistent therewith, the laws
of the State of New York.

       

      Section
4.4         Participating
Interests.  Effective
in the case of each Letter of Credit opened by the Issuing Lender as of the date
of the opening thereof, the Issuing Lender agrees to allot and does allot, to
itself and each other Revolving Credit Lender, and each Revolving Credit Lender
severally and irrevocably agrees to take and does take in such Letter of Credit
and the related L/C Application, an L/C Participating Interest in a percentage
equal to such Revolving Credit Lender’s Revolving Credit Commitment
Percentage.  In consideration and in furtherance of the foregoing,
each such Revolving Credit Lender hereby absolutely and unconditionally agrees
to pay to the Administrative Agent in Dollars, for the account of the applicable
Issuing Lender, such Revolving Credit Lender’s Revolving Credit Commitment
Percentage of each L/C Disbursement made by such Issuing Lender, in each case to
the extent not reimbursed by the Company on the date due as provided in
Section 4.6, or of any reimbursement payment required to be refunded to the
Company for any reason.

       

      
        
           

        

        
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      Section
4.5          Procedure for Opening
Letters of Credit.  Upon
receipt of any L/C Application from the Company in respect of a Letter of
Credit, the Issuing Lender will promptly notify the Administrative Agent
thereof.  The Issuing Lender will process such L/C Application, and
the other certificates, documents and other papers delivered to the Issuing
Lender in connection therewith, upon receipt thereof in accordance with its
customary procedures and, subject to the terms and conditions hereof, shall
promptly open such Letter of Credit by issuing the original of such Letter of
Credit to the beneficiary thereof and by furnishing a copy thereof to the
Company; provided that no such
Letter of Credit shall be issued (i) if the amount of such requested Letter
of Credit, together with the sum of (A) the aggregate unpaid amount of
Revolving L/C Obligations outstanding at the time of such request and
(B) the maximum aggregate amount available to be drawn under all Letters of
Credit outstanding at such time, would exceed $50,000,000 or (ii) if
Section 4.1 would be violated thereby.

       

      Section
4.6           Payments in Respect of
Letters of Credit.  (a)  If
the Issuing Lender shall make any L/C Disbursement in respect of a Letter of
Credit, the Company shall reimburse such L/C Disbursement by paying to the
Administrative Agent an amount equal to such L/C Disbursement in Dollars, not
later than 1:00 P.M., New York City time, on the Business Day immediately
following the day that the Company receives notice of such L/C Disbursement;
provided that
the Company may, subject to the conditions to borrowing set forth herein,
request in accordance with Section 4.7 or 5.1 that such payment be financed
with an ABR Loan, which is a Revolving Credit Loan, or a Swing Line Loan in an
equivalent amount and, to the extent so financed, the Company’s obligation to
make such payment shall be discharged and replaced by the resulting ABR Loan
which is a Revolving Credit Loan or Swing Line Loan.

       

      (b)           If
an Issuing Lender shall make any L/C Disbursement, then, unless the Company
shall reimburse such L/C Disbursement in full on the date such L/C Disbursement
is made, the unpaid amount thereof shall bear interest, for each day from and
including the date such L/C Disbursement is made to but excluding the date that
the Company reimburses such L/C Disbursement, at the rate per annum then
applicable to ABR Loans; provided that, if the
Company fails to reimburse such L/C Disbursement when due pursuant to
paragraph (a) of this Section, then, Section 5.7(c) shall
apply.  Interest accrued pursuant to this paragraph shall be for the
account of the applicable Issuing Lender, except that interest accrued on and
after the date of payment by any Revolving Credit Lender pursuant to
paragraph (a) of this Section to reimburse such Issuing Lender shall be for
the account of such Revolving Credit Lender to the extent of such
payment.  If the Company fails to make such payment when due, then the
Administrative Agent shall notify the applicable Issuing Lender and each other
applicable Revolving Credit Lender of the applicable L/C Disbursement, the
payment then due from the Company in respect thereof and such Revolving Credit
Lender’s Revolving Credit Commitment Percentage thereof.  Promptly
following receipt of such notice, each applicable Revolving Credit Lender shall
pay to the Administrative Agent in Dollars its Revolving Credit Commitment
Percentage of the payment then due from the Company (and Section 5.18(b)
shall apply, mutatis mutandis, to the
payment obligations of the Revolving Credit Lenders), and the Administrative
Agent shall promptly pay to the applicable Issuing Lender in Dollars the amounts
so received by it from such Revolving Credit Lender.  Promptly
following receipt by the Administrative Agent of any payment from the Company
pursuant to this paragraph, the Administrative Agent shall distribute such
payment to the applicable Issuing Lender or, to the extent that Revolving Credit
Lenders have made payments pursuant to this paragraph to reimburse such Issuing
Lender, then to such Revolving Credit Lenders and the applicable Issuing Lender
as their interests may appear.  Any payment made by a Revolving Credit
Lender pursuant to this paragraph to reimburse any Issuing Lender for any L/C
Disbursement (other than the funding of ABR Loans or a Swing Line Loan as
contemplated above) shall not constitute a Loan and shall not relieve the
Company of its obligation to reimburse such L/C Disbursement.

       

      
        
           

        

        
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      (c)           Whenever,
at any time after the Issuing Lender has made a payment under any Letter of
Credit and has received from any other Revolving Credit Lender such other
Revolving Credit Lender’s pro rata share of the Revolving L/C Obligation arising
therefrom, the Issuing Lender receives any reimbursement on account of such
Revolving L/C Obligation or any payment of interest on account thereof, the
Issuing Lender will distribute to such other Revolving Credit Lender, through
the Administrative Agent, its pro rata share thereof in like funds as
received  (appropriately adjusted, in the case of interest payments,
to reflect the period of time during which such Revolving Credit Lender’s
participating interest was outstanding and funded); provided that, in the
event that the receipt by the Issuing Lender of such reimbursement or such
payment of interest (as the case may be) is required to be returned, such other
Revolving Credit Lender will return to the Issuing Lender, through the
Administrative Agent, any portion thereof previously distributed by the Issuing
Lender to it in like funds as such reimbursement or payment is required to be
returned by the Issuing Lender.

       

      Section
4.7            Swing Line
Commitment.  (a)  Subject
to the terms and conditions hereof, JPMCB (in such capacity, the “Swing Line Lender”)
agrees to make swing line loans (individually, a “Swing Line Loan”;
collectively, the “Swing Line Loans”) to
the Company from time to time during the Revolving Credit Commitment Period in
an aggregate principal amount at any one time outstanding not to exceed
$15,000,000; provided that at no
time may the sum of the aggregate outstanding principal amount of the Swing Line
Loans and the Aggregate Revolving Credit Extensions of Credit exceed the
Revolving Credit Commitments.  Amounts borrowed by the Company under
this Section may be repaid and, through but excluding the Revolving Credit
Termination Date, reborrowed.  The Swing Line Loans shall be
denominated in Dollars and be ABR Loans, and shall not be entitled to be
converted into Eurodollar Loans.  The Company shall give JPMCB
irrevocable notice (which notice must be received by JPMCB prior to
1:00 P.M., New York City time) on the requested Borrowing Date specifying
the amount of each requested Swing Line Loan, which shall be in the minimum
amount of $500,000 or a multiple of $100,000 in excess thereof.  The
proceeds of each Swing Line Loan will be made available by JPMCB to the Company
by crediting the account of the Company designated by the Company with such
proceeds by 4:00 P.M., New York City time; provided that Swing
Line Loans used to finance the reimbursement of an L/C Disbursement as provided
in Section 4.6 shall be remitted by the Administrative Agent to the
applicable Issuing Lender.  The proceeds of Swing Line Loans may be
used solely for the purposes referred to in Section 4.2.

       

      (b)           JPMCB
at any time in its sole and absolute discretion may, and on the fifth day (or if
such day is not a Business Day, the next Business Day) after the Borrowing Date
with respect to any Swing Line Loans shall, on behalf of the Company (which
hereby irrevocably directs JPMCB to act on its behalf), request each Revolving
Credit Lender, including JPMCB, to make a Revolving Credit Loan (which shall be
initially an ABR Loan) in an amount equal to such Revolving Credit Lender’s
Revolving Credit Commitment Percentage of the amount of such Swing Line Loans
(the “Refunded Swing
Line Loans”) outstanding on the date such notice is
given.  Unless any of the events described in Section 10.1
(f) shall have occurred (in which event the procedures of
paragraph (c) of this Section shall apply) each Revolving Credit Lender
shall make the proceeds of its Revolving Credit Loan available to JPMCB for the
account of JPMCB at the office of JPMCB located at 270 Park Avenue, New York,
New York 10017 prior to 12:00 Noon (New York City time) in funds immediately
available on the Business Day next succeeding the date such notice is
given.  The proceeds of such Revolving Credit Loans shall be
immediately applied to repay the Refunded Swing Line Loans.

       

      
        
           

        

        
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      (c)           If
prior to the making of a Revolving Credit Loan pursuant to paragraph (b) of
this Section one of the events described in paragraph (f) of Article X
shall have occurred, each Revolving Credit Lender will, on the date such Loan
would otherwise have been made, purchase an undivided participating interest in
the Refunded Swing Line Loans in an amount equal to its Revolving Credit
Commitment Percentage of such Refunded Swing Line Loans.  Each
Revolving Credit Lender will immediately transfer to JPMCB, in Same Day Funds,
the amount of its participation.

       

      (d)           Whenever,
at any time after JPMCB has received from any Revolving Credit Lender such
Revolving Credit Lender’s participating interest in a Swing Line Loan, JPMCB
receives any payment on account thereof, JPMCB will distribute to such Revolving
Credit Lender its participating interest in such amount (appropriately adjusted,
in the case of interest payments, to reflect the period of time during which
such Revolving Credit Lender’s participating interest was outstanding and
funded) in like funds as received; provided, however, that in the
event that such payment received by JPMCB is required to be returned, such
Revolving Credit Lender will return to JPMCB any portion thereof previously
distributed by JPMCB to it in like funds as such payment is required to be
returned by JPMCB.

       

      Section
4.8             Participations.  Each
Revolving Credit Lender’s obligation to purchase participating interests
pursuant to Section 4.4 and clauses (b) and (c) of Section 4.7 is
absolute and unconditional as set forth in Section 5.16.

       

      ARTICLE
V

      GENERAL
PROVISIONS APPLICABLE TO LOANS AND LETTERS OF CREDIT

       

      Section
5.1             Procedure for Borrowing by
the Company.  (a)  The
Company may borrow under the Commitments on any Business Day.  With
respect to any borrowings to take place on the Closing Date, the Company shall
give the Administrative Agent irrevocable notice (which notice must be received
by the Administrative Agent prior to 10:00 A.M., New York City time, on the
Closing Date).  With respect to any subsequent borrowings, the Company
shall give the Administrative Agent irrevocable notice (which notice must be
received by the Administrative Agent prior to (i) 1:00 P.M., New York
City time, three Business Days prior to the requested Borrowing Date in the case
of a proposed borrowing of Eurodollar Loans and (ii) 11:00 A.M., New
York City time, on the requested Borrowing Date if the borrowing is to be solely
of ABR Loans; provided that any
such notice of a borrowing of ABR Loans to finance the reimbursement of an L/C
Disbursement as contemplated by Section 4.6(a) may be given not later than
1:00 P.M., New York City time, on the date of the proposed borrowing)
specifying (A) the amount of the borrowing, (B) whether such Loans are
initially to be Eurodollar Loans or ABR Loans, or a combination thereof,
(C) if the borrowing is to be entirely or partly Eurodollar Loans, the
length of the Interest Period for such Eurodollar Loans and (D) the amount
of such borrowing to be constituted by Revolving Credit Loans and/or Additional
Term Loans.  Upon receipt of such notice the Administrative Agent
shall promptly notify each Lender (which notice shall in any event be delivered
to each Lender by 3:00 P.M., New York City time, on such date or, in the
case of Loans to be made on the Closing Date, promptly following receipt thereof
by the Administrative Agent).  Not later than 12:00 Noon, New York
City time, on the Borrowing Date specified in such notice, each Lender shall
make available to the Administrative Agent at the office of the Administrative
Agent specified in Section 12.2 (or at such other location as the
Administrative Agent may direct) in Dollars an amount in Same Day Funds equal to
the amount of the Loan to be made by such Lender.  Subject to
Section 4.7(b) and any irrevocable direction of the Company pursuant to
Section 4.1(a), loan proceeds received by the Administrative Agent
hereunder shall promptly be made available to the Company by the Administrative
Agent’s crediting the account of the Company designated by the Company, with the
aggregate amount actually received by the Administrative Agent from the Lenders
and in like funds as received by the Administrative Agent; provided that
Revolving Credit Loans made to finance the reimbursement of an L/C Disbursement
as provided in Section 4.6 shall be remitted by the Administrative Agent to
the applicable Issuing Lender.

       

      
        
           

        

        
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      (b)           Any
borrowing of Eurodollar Loans by the Company hereunder shall be in such amounts
and be made pursuant to such elections so that, after giving effect thereto,
(i) except as provided in Section 4.1(b), the aggregate principal
amount of all Eurodollar Loans having the same Interest Period shall not be less
than $1,000,000 or a whole multiple of $1,000,000 in excess thereof, and
(ii) no more than ten Interest Periods shall be in effect at any one time
with respect to Eurodollar Loans.

       

      Section
5.2              Repayment of Loans; Evidence
of Debt.  (a)  The
Company hereby unconditionally promises to pay to the Administrative Agent for
the account of each Lender (i) the then unpaid principal amount of each
Revolving Credit Loan and Swingline Loan of such Lender on the Revolving Credit
Termination Date (or such earlier date on which the Revolving Credit Loans
become due and payable pursuant to Article X) and (ii) the principal
amount of the Tranche B Term Loans of each Term Lender, in accordance with
the applicable amortization schedule set forth in Section 2.2 (or the then
unpaid principal amount of such Tranche B Term Loans, on the date that any
or all of the Tranche B Term Loans become due and payable pursuant to
Article X).  The Company hereby further agrees to pay interest on
the unpaid principal amount of the Loans from time to time outstanding from the
date hereof until payment in full thereof at the rates per annum, and on the
dates, set forth in Section 5.7.

       

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

       

      
        
           

        

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

       

      (d)           The
entries made in the Register and the accounts of each Lender maintained pursuant
to Section 5.2(b) shall, to the extent permitted by applicable law, be
prima facie evidence of the existence and amounts of the obligations of the
Company therein recorded; provided, however, that the
failure of any Lender or the Administrative Agent to maintain the Register or
any such account, or any error therein, shall not in any manner affect the
obligation of the Company to repay (with applicable interest) the Loans made to
such Company by such Lender in accordance with the terms of this
Agreement.

       

      Section
5.3               Conversion and Continuation
Options.  (a)  The
Company may elect from time to time to convert Eurodollar Loans into ABR Loans
by giving the Administrative Agent irrevocable notice of such election, to be
received by the Administrative Agent prior to 12:00 Noon, New York City time, at
least three Business Days prior to the proposed conversion date, provided that
any such conversion of Eurodollar Loans shall only be made on the last day of an
Interest Period with respect thereto.  The Company may elect from time
to time to convert all or a portion of the ABR Loans (other than Swing Line
Loans) then outstanding to Eurodollar Loans by giving the Administrative Agent
irrevocable notice of such election, to be received by the Administrative Agent
prior to 1:00 P.M., New York City time, at least three Business Days prior
to the proposed conversion date, specifying the Interest Period selected
therefor, and, if no Default or Event of Default has occurred and is continuing,
such conversion shall be made on the requested conversion date or, if such
requested conversion date is not a Business Day, on the next succeeding Business
Day.  Upon receipt of any notice pursuant to this Section 5.3,
the Administrative Agent shall promptly, but in any event by 3:00 P.M., New
York City time, notify each Lender thereof.  All or any part of the
outstanding Loans (other than Swing Line Loans) may be converted as provided
herein, provided that partial
conversions of Loans shall be in the aggregate principal amount of $1,000,000 or
a whole multiple of $1,000,000 in excess thereof, and the aggregate principal
amount of the resulting Eurodollar Loans outstanding in respect of any one
Interest Period shall be at least $1,000,000 or a whole multiple of $1,000,000
in excess thereof.

       

      (b)           So
long as no Default or Event of Default has occurred and is continuing, the
Company may elect from time to time to continue Eurodollar Loans upon the
expiration of the then current Interest Period with respect to such Eurodollar
Loans by giving the Administrative Agent irrevocable notice of such election, to
be received by the Administrative Agent prior to 1:00 P.M., New York City
time, at least three Business Days prior to the end of such Interest Period, in
each case specifying the new Interest Period selected therefor, provided that any
such continuation shall only be made on the last day of an Interest Period with
respect thereto.  So long as no Default or Event of Default has
occurred and is continuing, such continuation shall become effective on the last
day of such Interest Period.  If the Company fails to timely deliver
such notice with respect to a Eurodollar Loan, such Eurodollar Loan shall be
continued into a Eurodollar Loan with a one month Interest Period on the last
day of such Interest Period.

       

      
        
           

        

        
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      Section
5.4                Changes of Commitment
Amounts.  (a)  The
Company shall have the right, upon not less than three Business Days’ notice to
the Administrative Agent, to terminate or, from time to time, reduce the
Revolving Credit Commitments subject to the provisions of this
Section 5.4.  To the extent, if any, that the sum of the
Revolving Credit Loans, Swing Line Loans, and Revolving L/C Obligations then
outstanding and the amounts available to be drawn under outstanding Letters of
Credit exceeds the amount of the Revolving Credit Commitments as then reduced,
the Company shall be required to make a prepayment equal to such excess amount,
the proceeds of which shall be applied first, to payment of the Swing Line Loans
then outstanding, second, to payment of the Revolving Credit Loans then
outstanding, third, to payment of any Revolving L/C Obligations then
outstanding, and last, to cash collateralize any outstanding Letters of Credit
on terms reasonably satisfactory to the Administrative Agent.  Any
such termination of the Revolving Credit Commitments shall be accompanied by
prepayment in full of the Revolving Credit Loans, Swing Line Loans and Revolving
L/C Obligations then outstanding and by cash collateralization of any
outstanding Letter of Credit on terms reasonably satisfactory to the
Administrative Agent.  Upon termination of the Revolving Credit
Commitments any Letter of Credit then outstanding which has been so cash
collateralized shall no longer be considered a “Letter of Credit”, as
defined in Section 1.1 and any L/C Participating Interests heretofore
granted by the Issuing Lender to the Lenders in such Letter of Credit shall be
deemed terminated (subject to automatic reinstatement in the event that such
cash collateral is returned and the Issuing Lender is not fully reimbursed for
any such Revolving L/C Obligations) but the Letter of Credit fees payable under
Section 5.11 shall continue to accrue to the Issuing Lender (or, in the
event of any such automatic reinstatement, as provided in Section 5.11)
with respect to such Letter of Credit until the expiry thereof.

       

      (b)           Interest
accrued on the amount of any partial prepayment pursuant to this
Section 5.4 to the date of such partial prepayment shall be paid on the
Interest Payment Date next succeeding the date of such partial
prepayment.  In the case of the termination of the Revolving Credit
Commitments, interest accrued on the amount of any prepayment relating thereto
and any unpaid commitment fee accrued hereunder shall be paid on the date of
such termination.  Any such partial reduction of the Revolving Credit
Commitments shall be in an amount of $1,000,000 or a whole multiple of $500,000
in excess thereof, and shall reduce permanently the Revolving Credit Commitments
then in effect.

       

      Section
5.5                 Optional
Prepayments.  The
Company may at any time and from time to time prepay Loans, in whole or in part,
upon at least one Business Day’s irrevocable notice to the Administrative Agent
in the case of ABR Loans and two Business Days’ irrevocable notice to the
Administrative Agent in the case of Eurodollar Loans and specifying the date and
amount of prepayment; provided that
Eurodollar Loans prepaid on other than the last day of any Interest Period with
respect thereto shall be prepaid subject to the provisions of
Section 5.21.  Upon receipt of such notice the Administrative
Agent shall promptly notify each Lender thereof.  If such notice is
given, the Company shall make such prepayment, and the payment amount specified
in such notice shall be due and payable, on the date specified
therein.  Accrued interest on the amount of any Loans paid in full
pursuant to this Section 5.5 shall be paid on the date of such
prepayment.  Accrued interest on the amount of any partial prepayment
shall be paid on the Interest Payment Date next succeeding the date of such
partial prepayment.  Partial prepayments shall be in an aggregate
principal amount equal to the lesser of (A) $1,000,000 or a whole multiple
of $500,000 in excess thereof and (B) the aggregate unpaid principal amount
of the applicable Loans, as the case may be.  Any amount prepaid on
account of Term Loans may not be reborrowed.  Partial prepayments of
the Tranche B Term Loans pursuant to this Section 5.5 shall be applied
at the direction of the Company or, failing such direction, as set forth in
section 5.6.  Upon any optional prepayment of the Term Loans
prior to the first anniversary of the Closing Date, the Company shall on the
date of such prepayment pay to the Term Lenders a prepayment premium equal to
1.00% of the principal amount of the Term Loans so prepaid.

       

      
        
           

        

        
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      Section
5.6                 Mandatory
Prepayments.  (a)  Following
any issuance of debt obligations or preferred stock of the Company or any of its
Subsidiaries (other than Indebtedness of the Company or any of its Subsidiaries
permitted to be issued under Section 9.2), an amount equal to 100% of the
Net Proceeds of such debt or preferred stock issuance shall be applied by the
Company on the date of receipt thereof to the prepayment of the Term
Loans.  The provisions of this Section 5.6(a) shall not apply to
one or more issuances of preferred stock of the Company the Net Proceeds of
which (i) are deposited on the date of receipt and are retained, until
applied in accordance with clause (ii) below, in an account with the
Collateral Agent as Collateral for the benefit of the Secured Parties to secure
the Obligations over which the Collateral Agent has the sole control and
exclusive right of withdrawal (or otherwise are deposited in one or more deposit
or securities accounts subject to control agreements legally effective to create
a valid and perfected first priority continuing security interest in favor of
the Collateral Agent for the benefit of the Secured Parties to secure the
Obligations) and (ii) are applied to pay, in whole or in part, the agreed
consideration for one or more Permitted Acquisitions.

       

      (b)           Subject
to paragraph (f) below, following the consummation of any Asset Sale by the
Company or any of its Subsidiaries, in the case of cash proceeds, and following
receipt of cash proceeds representing payments under notes or other securities
received in connection with any non-cash consideration obtained in connection
with such Asset Sale, an amount equal to 100% of the Net Proceeds of such Asset
Sale shall be applied by the Company on the date of receipt thereof to the
prepayment of the Term Loans.  Notwithstanding the foregoing, if no
Default or Event of Default shall have occurred and shall be continuing at the
time of such Asset Sale or at the proposed time of the application of such
proceeds, such proceeds shall not constitute Net Proceeds except to the extent
that within 360 days of receipt of such proceeds, they have neither been
reinvested in productive assets of a kind then used or usable in the business of
the Company and its Subsidiaries nor contractually committed (and any such
proceeds not applied to such contractual commitments at the time required shall
be deemed to be Net Proceeds to be applied as set forth in this Section) to be
used for such purposes, at which time all such proceeds shall be deemed to be
Net Proceeds.

       

      (c)           By
April 30 of each year (commencing April 30, 2009), the Company shall
prepay an aggregate principal amount of the Term Loans equal to the Applicable
ECF Percentage of Excess Cash Flow for the immediately preceding fiscal
year.  As used in this paragraph (c), the term “Applicable ECF
Percentage” for any fiscal year means (A) 50.0% if the Secured
Leverage Ratio as of the last day of and for such immediately preceding fiscal
year was equal to or greater than 2.50 to 1.00, (B) 25.0% if the Secured
Leverage Ratio as of the last day of and for such immediately preceding fiscal
year was less than 2.50 to 1.00 and equal to or greater than 2.00 to 1.00 and
(C) 0.0% if the Secured Leverage Ratio as of the last day of and for such
immediately preceding fiscal year was less than 2.00 to 1.00.

       

      
        
           

        

        
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      (d)           Upon
Condemnation Awards or Insurance Proceeds in an amount equal to $4,000,000 or
more in respect of any event or series of related events being received by or
paid to or for the account of the Company or any of its Subsidiaries (other than
the first $10,000,000 in Condemnation Awards or Insurance Proceeds received by
the Company in any fiscal year), and not otherwise included in
Section 5.6(b), the Company shall prepay an aggregate principal amount of
Term Loans equal to 100% of all Condemnation Awards and/or Insurance Proceeds
received therefrom immediately upon receipt thereof by the Company or such
Subsidiary; provided, however, that with
respect to any Insurance Proceeds or Condemnation Awards which constitute
Reinvestment Funds, at the election of the Company (as notified by the Company
to the Administrative Agent on or prior to the date of receipt of such Insurance
Proceeds or Condemnation Awards), and so long as no Default shall have occurred
and be continuing and such funds satisfy the requirements of the definition of
“Reinvestment Funds”, the Company or such Subsidiary may apply within
360 days after the receipt of such cash proceeds to replace or repair the
equipment, fixed assets or real property in respect of which such cash proceeds
were received; and provided, further,
however, that
any cash proceeds not so applied or which fail to satisfy the requirements of
the definition of “Reinvestment Funds” shall be immediately applied to the
prepayment of the Term Loans.

       

      (e)           Partial
prepayments of the Term Loans pursuant to Section 5.5 or this
Section 5.6 shall be applied to the next four quarterly installments, and
then to the remaining installments on a pro rata basis, in each case pro rata as
between the Tranche B Term Loans and the Additional Term Loans, if
any.

       

      (f)           Upon
receipt by the Company or any of its Subsidiaries of the amounts required to be
paid pursuant to paragraph (b) above from any Asset Sale consisting of the
sale of shares of capital stock of any Subsidiary of the Company (or, upon
receipt by the Company or its Subsidiaries of such amounts as are permitted to
be retained in accordance with paragraph (b) of this Section 5.6),
(i) the Administrative Agent shall release to the Company, without
representation, warranty or recourse, express or implied, those of such shares
of capital stock of such Subsidiary held by it as Pledged Stock (as defined in
the Pledge Agreement) and (ii) the Agents and the Lenders will, upon the
request of the Company, execute and deliver any instrument or other document in
a form acceptable to the Administrative Agent which may reasonably be required
to evidence such release.

       

      (g)           In
the event and on such occasion that the Aggregate Revolving Credit Extensions of
Credit and Swing Line Loans exceed the aggregate Revolving Credit Commitments,
the Company shall prepay Revolving Credit Loans or Swing Line Loans (or, if no
such Loans are outstanding, deposit cash collateral in an account with the
Administrative Agent on terms reasonably satisfactory to the Administrative
Agent) in an aggregate amount equal to such excess.

       

      
        
           

        

        
          49

          
            

          

        

        
           

        

      

      (h)           The
Company shall give the Administrative Agent (which shall promptly notify each
Lender) notice as specified in Section 5.5 of each prepayment pursuant to
Section 5.5 setting forth the date and amount
thereof.  Prepayments of Eurodollar Loans pursuant to this
Section 5.6, if not on the last day of the Interest Period with respect
thereto, shall, at the Company’s option, as long as no Default or Event of
Default has occurred and is continuing, be prepaid subject to the provisions of
Section 5.21 or such prepayment (after application to any ABR Loans, in the
case of prepayments by the Company) shall be deposited with the Collateral Agent
as cash collateral for such Eurodollar Loans on terms reasonably satisfactory to
the Collateral Agent and thereafter shall be applied to the prepayment of the
Eurodollar Loans on the last day of the respective Interest Periods for such
Eurodollar Loans next ending most closely to the date of receipt of such Net
Proceeds, Insurance Proceeds or Condemnation Awards, as
applicable.  After such application, any remaining interest earned on
such cash collateral shall be paid to the Company.

       

      (i)           Upon
the Revolving Credit Termination Date the Company shall, with respect to each
then outstanding Letter of Credit, if any, either (i) cause such Letter of
Credit to be cancelled without such Letter of Credit being drawn upon or
(ii) collateralize the Revolving L/C Obligations with respect to such
Letter of Credit with a letter of credit issued by banks or a bank satisfactory
to the Administrative Agent on terms satisfactory to the Administrative
Agent.

       

      Section
5.7        Interest Rates and Payment
Dates.  (a)  Each
Eurodollar Loan shall bear interest for each day during each Interest Period
with respect thereto on the unpaid principal amount thereof at a rate per annum
equal to the Eurodollar Rate determined for such Interest Period plus the
Applicable Margin.

       

      (b)           ABR
Loans shall bear interest for the period from and including the date thereof
until maturity thereof on the unpaid principal amount thereof at a rate per
annum equal to the ABR plus the Applicable Margin.

       

      (c)           While
an Event of Default exists (and without limiting the rights of the Lenders under
Article X), the Company shall pay interest on the principal amount of all
outstanding Obligations at a fluctuating interest rate per annum equal to
(A) in the case of overdue principal, 2.00% above the rate that would
otherwise be applicable thereto pursuant to the foregoing provisions of this
Section (provided that for all
purposes of determining the Applicable Margin for purposes of this
paragraph (c), the Applicable Level for Revolving Credit Loans and Swing
Line Loans shall be deemed to be Level I and the Applicable Margin for
Tranche B Term Loans shall be 2.00% per annum in the case of ABR Loans and
3.00% per annum in the case of Eurodollar Loans) or (B) in the case of
overdue interest and fees, 2.00% above the rate described in paragraph (b)
of this Section for Revolving Credit Loans which are ABR Loans (provided that for all
purposes of determining the Applicable Margin for purposes of this
paragraph (c), the Applicable Level for Revolving Credit Loans and Swing
Line Loans shall be deemed to be Level I and the Applicable Margin for
Tranche B Term Loans shall be 2.00% per annum in the case of ABR Loans and
3.00% per annum in the case of Eurodollar Loans), in each case from the date of
such nonpayment or Event of Default, as applicable, until such amount is paid in
full (as well after as before judgment).

       

      (d)           Interest
shall be payable in arrears on each Interest Payment Date; provided that
interest accruing pursuant to paragraph (c) of this Section shall be
payable on demand by the Administrative Agent made at the request of the
Required Lenders.

       

      
        
           

        

        
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      Section
5.8         Computation of Interest and
Fees.  (a)  Interest
in respect of ABR Loans at any time the ABR is calculated based on the Prime
Rate shall be calculated on the basis of a 365 or 366, as the case may be, day
year for the actual days elapsed.  Interest in respect of Eurodollar
Loans and ABR Loans at any time the ABR is not calculated based on the Prime
Rate and all fees hereunder shall be calculated on the basis of a 360 day year
for the actual days elapsed.  The Administrative Agent shall as soon
as practicable notify the Company and the Lenders of each determination of a
Eurodollar Rate.  Any change in the interest rate on a Loan resulting
from a change in the ABR shall become effective as of the opening of business on
the day on which such change in the ABR becomes effective.  The
Administrative Agent shall as soon as practicable notify the Company and the
Lenders of the effective date and the amount of each such change.

       

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

       

      Section
5.9          Commitment
Fees.  (a)  The
Company agrees to pay to the Administrative Agent, for the account of each
Lender, a commitment fee in Dollars from and including the Effective Date until
the date on which the Applicable Level is determined for the first fiscal
quarter ending at least three months after the Closing Date, on such Lender’s
Available Revolving Credit Commitment outstanding from time to time, at a rate
per annum for each day during the period for which payment is made equal to
0.400%.  Thereafter, the Company agrees to pay to the Administrative
Agent, for the account of each Lender, a commitment fee in Dollars on such
Lender’s Available Revolving Credit Commitments outstanding from time to time,
at a rate per annum for each day during the period for which payment is made,
equal to the rate per annum set forth below opposite the Applicable Level in
effect on such day:

       

      
        	
                
                  Applicable
      Level

                

              	 	
                
                  Rate
      per Annum

                

              
	
                I

              	 	
                0.425%

              
	
                II

              	 	
                0.400%

              
	
                III

              	 	
                0.375%

              
	
                IV

              	 	
                0.300%

              


      

      


      (b)           The
commitment fee provided for in this Section 5.9 shall be payable quarterly
in arrears on the last day of each fiscal quarter ending after the Effective
Date and on the Revolving Credit Termination Date with respect to the Available
Revolving Credit Commitments.

       

      Section
5.10         Certain
Fees.  The
Company agrees to pay to the Administrative Agent for its own account a
non-refundable agent’s fee in the amount and payable on such dates as provided
in the Administrative Agency Fee Letter (as the same may be amended,
supplemented, and restated or otherwise modified from time to
time).

       

      
        
           

        

        
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      Section
5.11         Letter of Credit
Fees.  (a)  In
lieu of any letter of credit commissions and fees provided for in any L/C
Application relating to Letters of Credit (other than standard administrative
issuance, amendment and negotiation fees), the Company agrees to pay the
Administrative Agent a Letter of Credit fee in Dollars, for the account of the
Issuing Lender and the Participating Lenders, on the daily outstanding amount
available to be drawn under each Letter of Credit at a rate per annum equal to
the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in
effect on such day, whether or not there are any such Eurodollar Loans
outstanding at such time, payable in arrears, on the last day of each fiscal
quarter of the Company and on the Revolving Credit Termination
Date.

       

      In
addition, the Company shall pay to the Issuing Lender with respect to each
Letter of Credit, in arrears on the last day of each fiscal quarter of the
Company and on the Revolving Credit Termination Date with respect to the
Revolving Credit Commitments, a fee in Dollars to be agreed with the applicable
Issuing Lender but not greater than 1/8 of 1% per annum on the average
outstanding amount available to be drawn under such Letter of Credit, solely for
its own account as Issuing Lender of such Letter of Credit and not on account of
its L/C Participating Interest therein.

       

      (b)           In
connection with any payment of fees pursuant to this Section 5.11, the
Administrative Agent agrees to provide to the Company a statement of any such
fees so paid; provided that the
failure by the Administrative Agent to provide the Company with any such invoice
shall not relieve the Company of its obligation to pay such fees.

       

      Section
5.12          Letter of Credit
Reserves.  (a)  If
any Change in Law after the date of this Agreement shall either (i) impose,
modify, deem or make applicable any reserve, special deposit, assessment or
similar requirement against letters of credit issued by the Issuing Lender or
(ii) impose on the Issuing Lender any other condition regarding this
Agreement or any Letter of Credit, and the result of any event referred to in
clause (i) or (ii) above shall be to increase the cost to the Issuing
Lender of issuing or maintaining any Letter of Credit (which increase in cost
shall be the result of the Issuing Lender’s reasonable allocation of the
aggregate of such cost increases resulting from such events), then, upon demand
by the Issuing Lender, the Company shall immediately pay to the Issuing Lender,
from time to time as specified by the Issuing Lender, additional amounts which
shall be sufficient to compensate the Issuing Lender for such increased cost,
together with interest on each such amount from the date demanded until payment
in full thereof at a rate per annum equal to the ABR plus the Applicable Margin
for Revolving Credit ABR Loans.  A certificate submitted by the
Issuing Lender to the Company concurrently with any such demand by the Issuing
Lender, shall be conclusive, absent manifest error, as to the amount
thereof.

       

      (b)           In
the event that at any time after the date hereof any Change in Law with respect
to the Issuing Lender shall, in the opinion of the Issuing Lender, require that
any obligation under any Letter of Credit be treated as an asset or otherwise be
included for purposes of calculating the appropriate amount of capital to be
maintained by the Issuing Lender or any corporation controlling the Issuing
Lender, and such Change in Law shall have the effect of reducing the rate of
return on the Issuing Lender’s or such corporation’s capital, as the case may
be, as a consequence of the Issuing Lender’s obligations under such Letter of
Credit to a level below that which the Issuing Lender or such corporation, as
the case may be, could have achieved but for such Change in Law (taking into
account the Issuing Lender’s or such corporation’s policies, as the case may be,
with respect to capital adequacy) by an amount deemed by the Issuing Lender to
be material, then from time to time following notice by the Issuing Lender to
the Company of such Change in Law, within 15 days after demand by the
Issuing Lender, the Company shall pay to the Issuing Lender such additional
amount or amounts as will compensate the Issuing Lender or such corporation, as
the case may be, for such reduction.  If the Issuing Lender becomes
entitled to claim any additional amounts pursuant to this Section 5.12(b),
it shall promptly notify the Company of the event by reason of which it has
become so entitled.  A certificate submitted by the Issuing Lender to
the Company concurrently with any such demand by the Issuing Lender, shall be
conclusive, absent manifest error, as to the amount thereof.

       

      
        
           

        

        
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      (c)           The
Company agrees that the provisions of the foregoing paragraphs (a) and (b) and
the provisions of each L/C Application providing for reimbursement or payment to
the Issuing Lender in the event of the imposition or implementation of, or
increase in, any reserve, special deposit, capital adequacy or similar
requirement in respect of the Letter of Credit relating thereto shall apply
equally to each Participating Lender in respect of its L/C Participating
Interest in such Letter of Credit, as if the references in such paragraphs and
provisions referred to, where applicable, such Participating Lender or any
corporation controlling such Participating Lender.

       

      Section
5.13           Further
Assurances.  The Company
hereby agrees, from time to time, to do and perform any and all acts and to
execute any and all further instruments reasonably requested by the Issuing
Lender to effect more fully the purposes of this Agreement and the issuance of
Letters of Credit hereunder.  The Company further agrees to execute
any and all instruments reasonably requested by the Issuing Lender in connection
with the obtaining and/or maintaining of any insurance coverage applicable to
any Letters of Credit.

       

      Section
5.14           Obligations
Absolute.  The
payment obligations of the Company under this Agreement with respect to the
Letters of Credit shall be unconditional and irrevocable and shall be paid
strictly in accordance with the terms of this Agreement under all circumstances,
including, without limitation, the following circumstances:

       

      (i)           the
existence of any claim, set-off, defense or other right which the Company or any
of its Subsidiaries may have at any time against any beneficiary, or any
transferee, of any Letter of Credit (or any Persons for whom any such
beneficiary or any such transferee may be acting), the Issuing Lender, any Agent
or any Lender, or any other Person, whether in connection with this Agreement,
the Related Documents, any Credit Documents, the transactions contemplated
herein, or any unrelated transaction;

       

      (ii)           any
statement or any 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;

       

      (iii)           payment
by the Issuing Lender under any Letter of Credit against presentation of a draft
or certificate which does not comply with the terms of such Letter of Credit,
except where such payment constitutes gross negligence or willful misconduct on
the part of the Issuing Lender; or

       

      
        
           

        

        
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      (iv)           any
other circumstances or happening whatsoever, whether or not similar to any of
the foregoing, except for any such circumstances or happening constituting gross
negligence or willful misconduct on the part of the Issuing Lender.

       

      Section
5.15            Assignments.  No
Participating Lender’s participation in any Letter of Credit or any of its
rights or duties hereunder shall be subdivided, assigned or transferred (other
than in connection with a transfer of part or all of such Participating Lender’s
Revolving Credit Commitment in accordance with Section 12.6) without the
prior written consent of the Issuing Lender, which consent will not be
unreasonably withheld.  Such consent may be given or withheld without
the consent or agreement of any other Participating
Lender.  Notwithstanding the foregoing, a Participating Lender may
subparticipate its L/C Participating Interest without obtaining the prior
written consent of the Issuing Lender.

       

      Section
5.16             Participations.  Each
Revolving Credit Lender’s obligation to purchase participating interests
pursuant to Sections 4.4 and 4.7(c) shall be absolute and unconditional and
shall not be affected by any circumstance, including, without limitation,
(i) any set-off, counterclaim, recoupment, defense or other right which
such Revolving Credit Lender may have against the Issuing Lender, the Company,
or any other Person for any reason whatsoever; (ii) the occurrence or
continuance of a Default or an Event of Default; (iii) any adverse change
in the condition (financial or otherwise) of the Company; (iv) any breach
of this Agreement by the Company or any other Lender; or (v) any other
circumstance, happening or event whatsoever, whether or not similar to any of
the foregoing.

       

      Section
5.17              Inability to Determine
Interest Rate for Eurodollar Loans.  In
the event that (i) the Administrative Agent shall have determined (which
determination shall be conclusive and binding upon the Company) that by reason
of circumstances affecting the interbank Eurodollar market generally, adequate
and reasonable means do not exist for ascertaining the Eurodollar Rate for any
Interest Period with respect to (A) proposed Loans that the Company has
requested be made as Eurodollar Loans, (B) any Eurodollar Loans that will
result from the requested conversion of all or part of ABR Loans into Eurodollar
Loans or (C) the continuation of any Eurodollar Loan as such for an
additional Interest Period, (ii) the Administrative Agent is advised by the
Required Lenders that the Eurodollar Rate determined or to be determined for any
Interest Period will not adequately and fairly reflect the cost to Lenders
constituting the Required Lenders of making or maintaining their affected
Eurodollar Loans during such Interest Period by reason of circumstances
affecting the interbank Eurodollar market generally or (iii) deposits in
Dollars in the relevant amount and for the relevant period with respect to any
such Eurodollar Loan are not available to any of the Lenders in their respective
Eurodollar Lending Offices’ interbank Eurodollar market, the Administrative
Agent shall forthwith give notice of such determination, confirmed in writing,
to the Company and the Lenders at least one day prior to, as the case may be,
the requested Borrowing Date, the conversion date or the last day of such
Interest Period.  If such notice is given, (i) any requested
Eurodollar Loans shall be made in Dollars as ABR Loans, (ii) any ABR Loans
that were to have been converted to Eurodollar Loans shall be continued as ABR
Loans, and (iii) any outstanding Eurodollar Loans shall be converted, on
the last day of the then current Interest Period applicable thereto, into ABR
Loans.  Until such notice has been withdrawn by the Administrative
Agent, no further Eurodollar Loans shall be made and no ABR Loans shall be
converted to Eurodollar Loans.

       

      
        
           

        

        
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      Section
5.18               Pro Rata Treatment and
Payments.  (p)  Each
borrowing of any Loans (other than Swing Line Loans) by the Company from the
Lenders, each payment by the Company on account of any fee hereunder (other than
as set forth in Sections 5.10 and 5.11) and any reduction of the Revolving
Credit Commitments, Tranche B Term Loan Commitments, or Additional Term
Commitments of the Lenders hereunder shall be made pro rata according to the
relevant Commitment Percentages of the Lenders.  Each payment
(including each prepayment) by the Company on account of principal of and
interest on the Loans (other than Swing Line Loans and other than as set forth
in Sections 5.6, 5.19, 5.20 and 5.21) shall be made pro rata according to
the relevant Commitment Percentages of the Lenders.  All payments
(including prepayments) to be made by the Company on account of principal,
interest and fees shall be made without set-off or counterclaim and shall be
made to the Administrative Agent, for the account of the Lenders, at the
Administrative Agent’s office located at 270 Park Avenue, New York, New York
10017, in Same Day Funds.  The Administrative Agent shall promptly
distribute such payments ratably to each Lender in like funds as received to the
extent required by this Agreement.  If any payment hereunder (other
than payments on Eurodollar Loans) becomes due and payable on a day other than a
Business Day, such payment shall be extended to the next succeeding Business Day
and, with respect to payments of principal, interest thereon shall be payable at
the then applicable rate during such extension.  If any payment on a
Eurodollar Loan becomes due and payable on a day other than a Business Day, the
maturity thereof shall be extended to the next succeeding Business Day and, with
respect to payments of principal, interest thereon shall be payable at the then
applicable rate during such extension unless the result of such extension would
be to extend such payment into another calendar month in which event such
payment shall be made on the immediately preceding Business Day.  All
payments hereunder shall be made in Dollars.

       

      (b)           Unless
the Administrative Agent shall have been notified in writing by any Lender prior
to a Borrowing Date (or with respect to an ABR Loan, on the Borrowing Date) that
such Lender will not make the amount which would constitute its relevant
Commitment Percentage of the borrowing on such date available to the
Administrative Agent, the Administrative Agent may assume that such Lender has
made such amount available to the Administrative Agent on such Borrowing Date in
accordance with Section 5.1 and the Administrative Agent may, in reliance
upon such assumption, make available to the Company a corresponding
amount.  If such amount is made available to the Administrative Agent
by such Lender on a date after such Borrowing Date, such Lender shall pay to the
Administrative Agent on demand an amount equal to the product of (i) the
daily average Federal Funds Effective Rate during such period as quoted by the
Administrative Agent, times (ii) the amount of such Lender’s relevant
Commitment Percentage of such borrowing, times (iii) a fraction the
numerator of which is the number of days that elapse from and including such
Borrowing Date to the date on which such Lender’s relevant Commitment Percentage
of such borrowing shall have become immediately available to the Administrative
Agent and the denominator of which is 360.  A certificate of the
Administrative Agent submitted to any Lender with respect to any amounts owing
under this Section 5.18(b) shall be conclusive, absent manifest
error.  If such Lender’s relevant Commitment Percentage of such
borrowing is not in fact made available to the Administrative Agent by such
Lender within three Business Days of such Borrowing Date, the Administrative
Agent shall be entitled to recover such amount with interest thereon at the rate
per annum applicable to ABR Loans hereunder on demand, from the Company without
prejudice to any rights which the Company or the Administrative Agent may have
against such Lender hereunder.  Nothing contained in this
Section 5.18(b) shall relieve any Lender which has failed to make available
its ratable portion of any borrowing hereunder from its obligation to do so in
accordance with the terms hereof.

       

      
        
           

        

        
          55

          
            

          

        

        
           

        

      

      (c)           The
failure of any Lender to make the Loan to be made by it on any Borrowing Date
shall not relieve any other Lender of its obligation, if any, hereunder to make
its Loan on such Borrowing Date, but no Lender shall be responsible for the
failure of any other Lender to make the Loan to be made by such other Lender on
such Borrowing Date.

       

      (d)           All
payments and prepayments (other than mandatory prepayments as set forth in
Section 5.6 and other than prepayments as set forth in Section 5.20
with respect to increased costs) of Eurodollar Loans hereunder shall be in such
amounts and be made pursuant to such elections so that, after giving effect
thereto, the aggregate principal amount of all Eurodollar Loans with the same
Interest Period shall not be less than $1,000,000 or a whole multiple of
$500,000 in excess thereof.

       

      Section
5.19           Illegality.  Notwithstanding
any other provisions herein, if any Requirement of Law or any change therein or
in the interpretation or application thereof occurring after the Effective Date
shall make it unlawful for such Lender to make or maintain Eurodollar Loans as
contemplated by this Agreement, the commitment of such Lender hereunder to make
Eurodollar Loans or to convert all or a portion of ABR Loans into Eurodollar
Loans shall forthwith be cancelled and such Lender’s Loans then outstanding as
Eurodollar Loans, if any, shall, if required by law and if such Lender so
requests, be converted automatically to ABR Loans on the date specified by such
Lender in such request.  To the extent that such affected Eurodollar
Loans are converted into ABR Loans, all payments of principal which would
otherwise be applied to such Eurodollar Loans shall be applied instead to such
Lender’s ABR Loans.  The Company hereby agrees promptly to pay any
Lender, upon its demand, any additional amounts necessary to compensate such
Lender for any costs incurred by such Lender in making any conversion in
accordance with this Section 5.19 including, but not limited to, any
interest or fees payable by such Lender to lenders of funds obtained by it in
order to make or maintain its Eurodollar Loans hereunder (such Lender’s notice
of such costs, as certified to the Company through the Administrative Agent, to
be conclusive absent manifest error).

       

      Section
5.20           Requirements of
Law.  (a)  In
the event that, at any time after the date hereof, the adoption of any
Requirement of Law, or any change therein or in the interpretation or
application thereof or compliance by any Lender with any request or directive
(whether or not having the force of law) from any central bank or other
Governmental Authority:

       

      (i)           does
or shall subject any Agent or Lender (or its Lending Office) to any fee of any
kind whatsoever with respect to this Agreement, any Note or any Eurodollar Loans
made by it, or change the basis of imposition of any such fee;

       

      
        
           

        

        
          56

          
            

          

        

        
           

        

      

      (ii)           does
or shall impose, modify or hold applicable any reserve, special deposit,
compulsory loan or similar requirement against assets held by, or deposits or
other liabilities in or for the account of, advances or loans by, or other
credit extended by, or any other acquisition of funds by, any office of such
Lender which are not otherwise included in the determination of the Eurodollar
Rate; or

       

      (iii)           does
or shall impose on such Lender any other condition;

       

      and the
result of any of the foregoing is to increase the cost to such Lender of making,
converting, renewing or maintaining advances or extensions of credit or to
reduce any amount receivable hereunder, in each case, in respect of its
Eurodollar Loans, then, in any such case, the Company, shall promptly pay such
Lender, on demand, any additional amounts necessary to compensate such Lender
for such additional cost or reduced amount receivable as determined by such
Lender with respect to such Eurodollar Loans together with interest on each such
amount from the date demanded until payment in full thereof at a rate per annum
equal to the ABR plus the Applicable Margin for Revolving Credit Loans which are
ABR Loans.

       

      (b)           In
the event that at any time after the date hereof any Change in Law with respect
to any Lender shall, in the opinion of such Lender, require that any Commitment
of such Lender be treated as an asset or otherwise be included for purposes of
calculating the appropriate amount of capital to be maintained by such Lender or
any corporation controlling such Lender, and such Change in Law shall have the
effect of reducing the rate of return on such Lender’s or such corporation’s
capital, as the case may be, as a consequence of such Lender’s obligations
hereunder to a level below that which such Lender or such corporation, as the
case may be, could have achieved but for such Change in Law (taking into account
such Lender’s or such corporation’s policies, as the case may be, with respect
to capital adequacy), then from time to time following notice by such Lender to
the Company of such Change in Law as provided in paragraph (c) of this
Section 5.20, within 15 days after demand by such Lender, the Company
shall pay to such Lender such additional amount or amounts as will compensate
such Lender or such corporation, as the case may be, for such
reduction.

       

      (c)           If
any Lender becomes entitled to claim any additional amounts pursuant to this
Section 5.20, it shall promptly notify the Company through the
Administrative Agent, of the event by reason of which it has become so
entitled.  The Company shall not be required to make any payments to
any Lender for any additional amounts pursuant to this Section 5.20 unless
such Lender has given written notice to the Company, through the Administrative
Agent, of its intent to request such payments prior to or within 180 days
after the date on which such Lender became entitled to claim such
amounts.  If any Lender has notified the Company through the
Administrative Agent of any increased costs pursuant to paragraph (a) of
this Section 5.20, the Company at any time thereafter may, upon at least
two Business Days’ notice to the Administrative Agent (which shall promptly
notify the Lenders thereof), and subject to Section 5.21, prepay or convert
into ABR Loans all (but not a part) of the Eurodollar Loans then
outstanding.  Each Lender agrees that, upon the occurrence of any
event giving rise to the operation of paragraph (a) of this
Section 5.20 with respect to such Lender, it will, if requested by the
Company, and to the extent permitted by law or by the relevant Governmental
Authority, endeavor in good faith to avoid or minimize the increase in costs or
reduction in payments resulting from such event (including, without limitation,
endeavoring to change its Lending Office); provided, however, that such
avoidance or minimization can be made in such a manner that such Lender, in its
sole determination, suffers no economic, legal or regulatory
disadvantage.  If any Lender has notified the Company, through the
Administrative Agent, of any increased costs pursuant to paragraph (b) of
this Section 5.20, the Company at any time thereafter may, upon at least
three Business Days’ notice to the Administrative Agent (which shall promptly
notify the Lender thereof), and subject to Section 5.21, reduce or
terminate the Revolving Credit Commitments in accordance with
Section 5.4.

       

      
        
           

        

        
          57

          
            

          

        

        
           

        

      

      (d)           A
certificate submitted by such Lender, through the Administrative Agent, to the
Company shall be conclusive in the absence of manifest error.  The
covenants contained in this Section 5.20 shall survive the termination of
this Agreement and repayment of the outstanding Loans.

       

      (e)           Notwithstanding
anything to the contrary herein, this Section 5.20 shall not apply to any
Taxes which shall be governed solely by Section 5.23.

       

      Section
5.21           Indemnity.  The
Company agrees to indemnify each Lender and to hold such Lender harmless from
any loss or expense which such Lender may sustain or incur as a consequence of
(a) default by the Company in payment of the principal amount of or
interest on any Eurodollar Loans of such Lender, (b) default by the Company
in making a borrowing of Eurodollar Loans after the Company has given a notice
in accordance with Section 5.1 or in making a conversion of ABR Loans to
Eurodollar Loans after the Company has given notice in accordance with
Section 5.3 or in continuing Eurodollar Loans for an additional Interest
Period after the Company has given a notice in accordance with clause (b)
of the definition of Interest Period, (c) default by the Company in making
any prepayment of Eurodollar Loans after the Company has given a notice in
accordance with Section 5.5, (d) a payment or prepayment of a
Eurodollar Loan or conversion of any Eurodollar Loan into an ABR Loan, in either
case on a day which is not the last day of an Interest Period with respect
thereto or (e) any assignment of a Eurodollar Loan other than on the last
day of the Interest Period therefor as a result of a request by the Company
pursuant to Section 5.22; in each case including, but not limited to, any
such loss or expense arising from interest or fees payable by such Lender to
lenders of funds obtained by it in order to maintain its Eurodollar Loans
hereunder.  This covenant shall survive termination of this Agreement
and payment of the outstanding Obligations.  The Company shall not be
required to make any payments to any Lender for any additional amounts pursuant
to this Section 5.21 unless such Lender has given written notice to the
Company, through the Administrative Agent, of its intent to request such
payments prior to or within 180 days after the date on which such Lender
became entitled to claim such amounts.

       

      Section
5.22           Replacement of
Lenders.  In
the event any Lender (i) is a Non-Funding Lender, (ii) exercises its
rights pursuant to Section 5.19 or (iii) requests payments pursuant to
Sections 5.20 or 5.23, the Company may require, at the Company’s expense
and subject to Section 5.21, such Lender or the Issuing Lender to assign,
at par plus accrued interest and fees, without recourse (in accordance with
Section 12.6) all of its interests, rights and obligations hereunder
(including all of its Revolving Commitments and the Loans and other amounts at
the time owing to it hereunder and its interest in the Letters of Credit) to a
bank, financial institution or other entity specified by the Company; provided that
(i) such assignment shall not conflict with or violate any law, rule or
regulation or order of any court or other Governmental Authority, (ii) the
Company shall have received the written consent of the Administrative Agent
(and, in the case of an assignment of a Revolving Commitment, of the Issuing
Lender and Swing Line Lender), which consent shall not unreasonably be withheld,
to such assignment, (iii) the Company shall have paid to the assigning
Lender all monies other than principal owing hereunder to it and (iv) in
the case of a required assignment by the Issuing Lender, the Letters of Credit
shall be canceled and returned to the Issuing Lender.

       

      
        
           

        

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

       

      (b)           Without
limiting the provisions of paragraph (a) above, the Company shall timely
pay any Other Taxes to the relevant Governmental Authority in accordance with
applicable Law.

       

      (c)           The
Company shall indemnify the Administrative Agent, each Lender and the Issuing
Lender, within 20 days after demand therefor, for the full amount of any
Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes
imposed or asserted on or attributable to amounts payable under this Section)
paid by the Administrative Agent, such Lender or the Issuing Lender, as the case
may be, and any penalties, interest and reasonable expenses arising therefrom or
with respect thereto, whether or not such Indemnified Taxes or Other Taxes were
correctly or legally imposed or asserted by the relevant Governmental Authority
(which demand shall be made within 120 days of the earlier of (x) if
the Administrative Agent, such Lender or the Issuing Lender received written
notice from a Governmental Authority demanding payment of such Indemnified Taxes
or Other Taxes, the date the Administrative Agent, such Lender or the Issuing
Lender received such written notice or (y) the date the Administrative
Agent, such Lender or the Issuing Lender filed a tax return on which such
Indemnified Taxes or Other Taxes is reflected).  A certificate as to
the amount of such payment or liability delivered to the Company by a Lender or
the Issuing Lender (with a copy to the Administrative Agent), or by the
Administrative Agent on its own behalf or on behalf of a Lender or the Issuing
Lender, shall be conclusive absent manifest error.

       

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

       

      
        
           

        

        
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      (e)           (i)  Each
Lender, if requested by the Company or the Administrative Agent, shall deliver
documentation prescribed by applicable Laws or reasonably requested by the
Company or the Administrative Agent as will enable the Company or the
Administrative Agent to determine whether or not such Lender is subject to
backup withholding or information reporting requirements.

       

      (ii)           Each
Foreign Lender shall deliver to the Company and the Administrative Agent (in
such number of copies as shall be requested by the recipient) on or prior to the
date on which such Foreign Lender becomes a Lender under this Agreement (and
from time to time thereafter upon the reasonable request of the Company or the
Administrative Agent, but only if such Foreign Lender is legally entitled to do
so), whichever of the following is applicable:

       

      (A)           duly
completed copies of Internal Revenue Service Form W-8BEN (or successor form)
claiming eligibility for benefits of an income tax treaty to which the United
States is a party;

       

      (B)           duly
completed copies of Internal Revenue Service Form W-8ECI (or successor
form);

       

      (C)           in
the case of a Foreign Lender claiming the benefits of the exemption for
portfolio interest under section 881(c) of the Code, (A) a certificate
to the effect that such Foreign Lender is not (i) a “bank” within the
meaning of section 881(c)(3)(A) of the Code, (ii) a “10 percent
shareholder” of the Company within the meaning of section 881(c)(3)(B) of
the Code, or (iii) a “controlled foreign corporation” described in
section 881(c)(3)(C) of the Code and (B) duly completed copies of
Internal Revenue Service Form W-8IMY, W-8ECI or W-8BEN (or successor form);
or

       

      (D)           any
other form prescribed by applicable Laws (including Internal Revenue Service
Form W-8IMY) as a basis for claiming exemption from or a reduction in United
States Federal withholding tax duly completed together with such supplementary
documentation as may be prescribed by applicable Law to permit the Company to
determine the withholding or deduction required to be made.

       

      (iii)           Each
Lender shall deliver to the Company and the Administrative Agent such additional
duly completed forms, certificates or documentation described in this Section
(e) which such Lender is legally entitled to so deliver prior to the
expiration or obsolescence of any such forms, certificates or documentation
previously delivered by it pursuant to this Section (e).  Further,
each Lender shall promptly notify the Company and the Administrative Agent if it
is no longer able to deliver, or it is required to withdraw or change the
information on, any form, certificate or documentation previously delivered by
it pursuant to this Section (e) and such Lender shall deliver to the Company and
the Administrative Agent such additional duly completed forms, certificates or
documentation described in this Section (e) which such Lender is legally
entitled to so deliver.

       

      
        
           

        

        
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      (f)           Any
Lender claiming additional amounts payable pursuant to this Section 5.23
agrees to use reasonable efforts (consistent with its internal policy and legal
and regulatory restrictions) to change the jurisdiction of its Lending Office
if, in the reasonable judgment of such Lender, the making of such change
(i) would eliminate or reduce any such additional amounts payable to such
Lender in the future and (ii) would not subject such Lender to any
unreimbursed out-of-pocket cost or expense and would not otherwise be
disadvantageous to such Lender.

       

      (g)           If
the Administrative Agent, any Lender or the Issuing Lender determines, in its
sole discretion exercised in good faith, that it has received a refund of any
Indemnified Taxes or Other Taxes as to which it has been indemnified by the
Company or with respect to which the Company has paid additional amounts
pursuant to this Section 5.23, it shall pay to the Company an amount equal
to such refund (but only to the extent of indemnity payments made, or additional
amounts paid, by the Company under this Section 5.23 with respect to the
Indemnified Taxes or Other Taxes giving rise to such refund), net of all
reasonable out-of-pocket expenses of the Administrative Agent, such Lender or
the Issuing Lender, as the case may be, and without interest (other than any
interest paid by the relevant Governmental Authority with respect to such
refund), provided that the
Company, upon the request of the Administrative Agent, such Lender or the
Issuing Lender, agrees to repay the amount paid over to the Company (plus any
penalties, interest or other charges imposed by the relevant Governmental
Authority) to the Administrative Agent, such Lender or the Issuing Lender if the
Administrative Agent, such Lender or the Issuing Lender is required to repay
such refund to such Governmental Authority.  This Section
(g) shall not be construed to require the Administrative Agent, any Lender
or the Issuing Lender to make available its tax returns (or any other
information relating to its taxes that it deems confidential) to the Company or
any other Person.

       

      ARTICLE
VI

      REPRESENTATIONS
AND WARRANTIES

       

      In order
to induce the Lenders to enter into this Agreement and to make the Loans and to
induce the Issuing Lenders to issue, and the Participating Lenders to
participate in, the Letters of Credit, the Company hereby represents and
warrants to each Lender and each Agent, on and as of the Closing Date and on the
date of each Loan made or Letter of Credit issued thereafter, that:

       

      Section
6.1             Corporate Existence;
Compliance with Law.  Each
Credit Party and its Subsidiaries (i) is a corporation duly organized,
validly existing and in good standing under the laws of the jurisdiction of its
incorporation, (ii) has the corporate power and authority and the legal
right to own and operate its property, to lease the property it operates and to
conduct the business in which it is currently engaged, except to the extent that
the failure to have such power, authority, or rights could not reasonably be
expected to have a Material Adverse Effect, (iii) is duly qualified as a
foreign corporation and in good standing under the laws of each jurisdiction
where its ownership, lease or operation of property or the conduct of its
business requires such qualification, except where the failure to be so
qualified could not reasonably be expected to have a Material Adverse Effect and
(iv) is in compliance with all applicable Requirements of Law (including,
without limitation, occupational safety and health, health care, pension,
certificate of need, the Comprehensive Environmental Response, Compensation and
Liability Act, any so-called “Superfund” or “Superlien” law, or any applicable
federal, state, local or other statute, law, ordinance, code, rule, regulation,
order or decree regulating, relating to, or imposing liability or legally
enforceable standards of conduct concerning, any Materials of Environmental
Concern, the Patriot Act, and any and all anti-terrorism laws), except to the
extent that the failure to comply therewith could not reasonably be expected to,
individually or in the aggregate, have a Material Adverse Effect.

       

      
        
           

        

        
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      Section
6.2              Corporate Power;
Authorization.  Each
Credit Party has the corporate power and authority and the legal right to make,
deliver and perform the Credit Documents to which it is a party; the Company has
the corporate power and authority and legal right to borrow hereunder and to
have Letters of Credit issued for its account hereunder.  Each Credit
Party has taken all necessary corporate action to authorize the execution,
delivery and performance of the Credit Documents to which it is a party and, in
case of the Company, to authorize the borrowings hereunder and the issuance of
Letters of Credit for its account hereunder.  No consent or
authorization of, or filing with, any Person (including, without limitation, any
Governmental Authority) is required in connection with the execution, delivery
or performance by any Credit Party, or the validity or enforceability against
any Credit Party, of any Credit Document to the extent that it is a party
thereto, other than any such consent or authorization which has been obtained or
filing which has been made to the extent required hereunder, or the failure of
which to obtain could have a Material Adverse Effect.

       

      Section
6.3              Enforceable
Obligations.  Each
of the Credit Documents has been duly executed and delivered on behalf of each
Credit Party party thereto and each of such Credit Documents constitutes the
legal, valid and binding obligation of such Credit Party, enforceable against
such Credit Party in accordance with its terms, except as such enforceability
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium,
or similar laws affecting creditors’ rights generally and by general principles
of equity (regardless of whether enforcement is sought in a proceeding in equity
or at law).

       

      Section
6.4              No Conflict With Law or
Contractual Obligations.  The
performance of each Credit Document, and the use of the proceeds of the Loans
and of drawings under the Letters of Credit will not violate any Requirement of
Law or any material Contractual Obligation applicable to or binding upon any
Credit Party, any of its Subsidiaries or any of its properties or assets, and
will not result in the creation or imposition of (or the obligation to create or
impose) any Lien (other than any Liens created pursuant to the Credit Documents)
on any of its or their respective properties or assets pursuant to any
Requirement of Law applicable to it or them, as the case may be, or any of its
or their Contractual Obligations, except, in the case of any Contractual
Obligations, for any such violations which could not reasonably be expected to
have a Material Adverse Effect.

       

      Section
6.5              No Material
Litigation.  No
litigation or investigation or proceeding of or by any Governmental Authority or
any other Person is pending or has been overtly threatened against any Credit
Party or any of its Subsidiaries, (i) with respect to the validity, binding
effect or enforceability of any Credit Document, or with respect to the Loans
made hereunder, the use of proceeds thereof or of any drawings under a Letter of
Credit, and the other transactions contemplated hereby or thereby, or
(ii) which could reasonably be expected to have a Material Adverse
Effect.

       

      
        
           

        

        
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      Section
6.6              Investment Company
Act.  Neither
any Credit Party nor any of its Subsidiaries is an “investment company” or a
company “controlled” by an “investment company” (as each of the quoted terms is
defined or used in the Investment Company Act of 1940, as amended).

       

      Section
6.7              Federal Reserve
Regulations.  No
part of the proceeds of any of the Loans or any drawing under a Letter of Credit
will be used to “purchase” or “carry” “margin stock” within the meaning of
Regulation U of the Board or for any other purpose which violates, or which
would be inconsistent with, the provisions of Regulation T, U or X of the
Board.  Neither the Company nor any of its Subsidiaries is engaged or
will engage, principally or as one of its important activities, in the business
of extending credit for the purpose of “purchasing” or “carrying” any “margin
stock” within the respective meanings of each of the quoted terms under said
Regulation U.

       

      Section
6.8              No
Default.  Neither
the Company nor any of its Subsidiaries is in default in the payment or
performance of any of its or their Contractual Obligations in any respect which
could reasonably be expected to have a Material Adverse
Effect.  Neither the Company nor any of its Subsidiaries is in default
under any order, award or decree of any Governmental Authority or arbitrator
binding upon or affecting it or them or by which any of its or their properties
or assets may be bound or affected in any respect which could reasonably be
expected to have a Material Adverse Effect, and no such order, award or decree
could reasonably be expected to materially adversely affect the ability of the
Company and its Subsidiaries taken as a whole to carry on their businesses as
presently conducted or the ability of any Credit Party to perform its
obligations under any Credit Document to which it is a party.

       

      Section
6.9              Taxes.  Each
of the Company and its Subsidiaries has filed or caused to be filed or has
timely requested an extension to file or has received an approved extension to
file all Federal and all other material tax returns which are required to have
been filed, and has paid all material Taxes shown to be due and payable on said
returns or extension requests or on any assessments made against it or any of
its property and all other material Taxes imposed on it or any of its property
by any Governmental Authority (other than those the amount or validity of which
is currently being contested in good faith by appropriate proceedings and with
respect to which reserves in conformity with GAAP have been provided in the
books of the Company or its Subsidiaries, as the case may be); and no claims are
being asserted in writing with respect to any such material Taxes (other than
those the amount or validity of which is currently being contested in good faith
by appropriate proceedings and with respect to which reserves in conformity with
GAAP have been provided in the books of the Company or its Subsidiaries, as the
case may be).

       

      Section
6.10            Subsidiaries.  The
Subsidiaries of the Company listed on Schedule 6.10(a) constitute all of
the Domestic Subsidiaries of the Company and the Subsidiaries listed on
Schedule 6.10(b) constitute all of the Foreign Subsidiaries of the Company,
in each case, as of the Effective Date.

       

      
        
           

        

        
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      Section
6.11            Ownership of Property;
Liens.  Except
as set forth in Schedule 6.11,
the Company and each of its Subsidiaries has valid and subsisting Leasehold
interests in all its respective material Real Property, and good title to or
valid and subsisting Leasehold interests in all of its respective material other
property, except, in each case, as such failure to have good and valid title or
valid and subsisting Leasehold interests could not reasonably be expected to
have a Material Adverse Effect, and none of such property is subject, except as
permitted hereunder, to any Lien (including, without limitation, and subject to
Section 9.3 hereof, Federal, state and other Tax liens).

       

      Section
6.12            ERISA.  No
“prohibited transaction” (as defined in Section 406 of ERISA or
Section 4975 of the Code) or “accumulated funding deficiency” (as defined
in Section 302 of ERISA) or Reportable Event (other than a Reportable Event
with respect to which the 30-day notice requirement under Section 4043 of
ERISA has been waived) has occurred during the five years preceding each date on
which this representation is made or deemed made with respect to any Single
Employer Plan in any case the consequences of which could reasonably be expected
to have a Material Adverse Effect.  The present value of all accrued
benefits under each Single Employer Plan maintained by the Company or a Commonly
Controlled Entity (based on those assumptions used to fund such Plan) did not,
as of the most recent annual valuation date in respect of each such Plan, exceed
the fair market value of the assets of the Plan (including for these purposes
accrued but unpaid contributions) allocable to such benefits by an amount that
could reasonably be expected to have a Material Adverse Effect.  The
liability to which the Company would become subject under ERISA if the Company
or any such Commonly Controlled Entity were to withdraw completely from all
Multiemployer Plans as of the valuation date most closely preceding the date
hereof could not reasonably be expected to have a Material Adverse
Effect.  No Multiemployer Plan is either in Reorganization or
Insolvent in any case the consequences of which could reasonably be expected to
have a Material Adverse Effect.

       

      Section
6.13             Environmental
Matters.  (a)  The
Properties do not contain any Materials of Environmental Concern in
concentrations which constitute a violation of, or could reasonably be expected
to give rise to liability under, Environmental Laws that could reasonably be
expected to have a Material Adverse Effect.

       

      (b)           The
Properties and all operations at the Properties are in compliance with all
applicable Environmental Laws, except for failure to be in compliance that could
not reasonably be expected to have a Material Adverse Effect, and there is no
contamination at, under or about the Properties that could reasonably be
expected to have a Material Adverse Effect.

       

      (c)           Neither
the Company nor any of its Subsidiaries has received any notice of violation,
alleged violation, non-compliance, liability or potential liability regarding
environmental matters or compliance with Environmental Laws with regard to the
Properties that could reasonably be expected to have a Material Adverse Effect,
nor does the Company have knowledge that any such action is being contemplated,
considered or threatened.

       

      (d)           There
are no judicial proceedings or governmental or administrative actions pending or
threatened under any Environmental Law to which the Company or any Subsidiary is
or will be named as a party with respect to the Properties that could reasonably
be expected to have a Material Adverse Effect, nor are there any consent decrees
or other decrees, consent orders, administrative orders or other orders under
any Environmental Law with respect to the Properties that could reasonably be
expected to have a Material Adverse Effect.

       

      
        
           

        

        
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      Section
6.14             Accuracy and Completeness of
Financial Statements.  (a)  (i)  The
audited consolidated balance sheet of the Company and its Subsidiaries at
December 31, 2007 and the related consolidated statements of operations,
shareholders’ equity and cash flows for the fiscal year ended on such date,
reported on by Deloitte & Touche, LLP, and (ii) the unaudited
consolidated balance sheet of the Company and its Subsidiaries as of
March 31, 2008, and the related consolidated statements of income,
shareholders’ equity and cash flows for the three-month period ended on such
date, fairly present in all material respects (except, with respect to interim
reports, for year-end adjustments and absence of detailed footnote disclosures)
the consolidated financial position of the Company and its Subsidiaries as at
such date, and the consolidated results of their operations and cash flows for
the fiscal periods then ended and, in the case of the statements referred to in
the foregoing clause (ii), the portion of the fiscal year through such
date, in each case, in accordance with GAAP consistently applied throughout the
periods involved (except as noted therein).

       

      (b)           The
Projections delivered pursuant to Section 7.1(b) hereof were prepared in
good faith on the basis of the assumptions stated therein, which assumptions
were fair in light of the conditions existing at the time of delivery of such
forecasts, and represented, at the time of delivery, the Company’s estimate of
its future financial condition and performance.

       

      Section
6.15             Absence of Undisclosed
Liabilities.  Except
as reflected in the consolidated balance sheet of the Company as of
March 31, 2008 and except for the Senior Notes and the Loans incurred on
the Closing Date, neither the Company nor any of its Subsidiaries has or is
subject to any liabilities (absolute, accrued, contingent or otherwise), except
liabilities or obligations which could not, individually or in the aggregate,
reasonably be expected to constitute a Material Adverse Effect.

       

      Section
6.16             No Material Adverse
Change.  Since
December 31, 2007, there has not been any event, occurrence, fact,
condition, change, development or effect which individually or in the aggregate
has had or could reasonably be expected to have a Material Adverse
Effect.

       

      Section
6.17            Solvency.  The
Company is, individually and together with its Subsidiaries on a consolidated
basis, Solvent.  No Credit Party intends to, nor will it permit any of
its Subsidiaries to, nor does it believe that it or any of its Subsidiaries has
or will incur debts beyond its ability to pay such debts as they mature, taking
into account the timing of and amounts of cash to be received by it or any such
Subsidiary and the timing of the amounts of cash to be payable on or in respect
of its Indebtedness or the Indebtedness of any such Subsidiary.

       

      Section
6.18            Intellectual
Property.  The
Company and each of its Subsidiaries own, or possess the right to use, all of
the trademarks, service marks, trade names, copyrights, patents, patent rights,
franchises, licenses and other intellectual property rights that are reasonably
necessary for the operation of their respective businesses, without conflict
with the rights of any other Person.  To the best knowledge of the
Company, no slogan or other advertising device, product, process, method,
substance, part or other material now employed, or now contemplated to be
employed, by the Company or any of its Subsidiaries infringes upon any rights
held by any other Person.  No claim or litigation regarding any of the
foregoing is pending or, to the best knowledge of the Company, threatened,
which, either individually or in the aggregate, could reasonably be expected to
have a Material Adverse Effect.

       

      
        
           

        

        
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      Section
6.19            Creation and Perfection of
Security Interests.

       

      (i)           Article 9
Collateral.  Each of the Security Agreement and the Pledge
Agreements is effective to create in favor of the Collateral Agent, for the
ratable benefit of the Secured Parties, a legal, valid and enforceable security
interest in the Collateral described therein and, when financing statements in
appropriate form are filed in the offices specified on Schedule 4.01 to
the Security Agreement and the Pledged Collateral is delivered to the Collateral
Agent, each of the Security Agreement and the Pledge Agreements shall constitute
a fully perfected Lien on, and security interest in, all right, title and
interest of the grantors thereunder in such of the Collateral in which a
security interest can be perfected under Article 9 of the UCC, in each case
prior and superior in right to any other Person, other than with respect to
Permitted Liens.

       

      (ii)           Intellectual
Property.  When financing statements in the appropriate form
are filed in the offices specified on Schedule 4.01 to the Security
Agreement, the Assignment of Patents and Trademarks, substantially in the form
of Exhibit A to the Security Agreement, is filed in the United States
Patent and Trademark Office and the Assignment of Copyrights, substantially in
the form of Exhibit B to the Security Agreement, is filed in the United
States Copyright Office, the Security Agreement shall constitute a fully
perfected Lien on, and security interest in, all right, title and interest of
the grantors thereunder in the United States patents, trademarks, copyrights,
licenses and other intellectual property rights covered in such Assignments, in
each case prior and superior in right to any other Person (it being understood
that subsequent recordings in the United States Patent and Trademark Office and
the United States Copyright Office may be necessary to perfect a lien on
registered trademarks, trademark applications and copyrights acquired by the
Credit Parties after the Closing Date).

       

      (iii)           Status of
Liens.  The Collateral Agent, for the ratable benefit of the
Secured Parties, will at all times have the Liens provided for in the Collateral
Documents and, subject to the filing by the Collateral Agent of continuation
statements to the extent required by the UCC, the Collateral Documents will at
all times constitute valid and continuing liens of record and first priority
perfected security interests in all the Collateral referred to therein, except
as priority may be affected by Permitted Liens.  As of the Closing
Date, no filings or recordings are required in order to perfect the security
interests created under the Collateral Documents, except for filings or
recordings listed on Schedule 4.01 to the Security Agreement, and all such
listed filings and recordings have been made.

       

      
        
           

        

        
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      Section
6.20              Accuracy and Completeness of
Disclosure.  The
Company has disclosed to the Administrative Agent and the Lenders all
agreements, instruments and corporate or other restrictions to which it or any
of its Subsidiaries is subject, and all other matters known to it, that,
individually or in the aggregate, could reasonably be expected to result in a
Material Adverse Effect.  No report, financial statement, certificate
or other information furnished (whether in writing or orally) by or on behalf of
the Company or any of its Subsidiaries to the Administrative Agent or any Lender
in connection with the transactions contemplated hereby and the negotiation of
this Agreement or delivered hereunder or under any other Credit Document (in
each case as modified or supplemented by other information so furnished), taken
as a whole, contains any material misstatement of fact or omits to state any
material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided that, with
respect to projected financial information, the Company represents only that
such information was prepared in good faith based upon assumptions believed to
be reasonable at the time.

       

      Section
6.21               Qualified Domestic
Assets.  Qualified
Domestic Assets have a book value at least equal to the Minimum Qualified
Domestic Asset Amount.

       

      ARTICLE
VII

      CONDITIONS
PRECEDENT

       

      Section
7.1                 Conditions to Initial Loans
and Letters of Credit.  The
obligation of each Lender to make its Loans on the Closing Date and the
obligation of the Issuing Lenders to issue any Letter of Credit on the Closing
Date are subject to the satisfaction, or waiver by the Lenders immediately prior
to or concurrently with the making of such Loans or the issuance of such Letter
of Credit, as the case may be, of the following conditions precedent (which must
be satisfied or waived on or prior to October 31, 2008):

       

      (a)           Deliverables.  The
Administrative Agent’s receipt of the following, each of which shall be
originals, telecopies or pdf or similar electronic transmission (to be followed
promptly by originals) unless otherwise specified, each properly executed by a
Responsible Officer of the signing Credit Party, if applicable, each dated the
Closing Date (or, in the case of certificates of governmental officials, a
recent date before the Closing Date) and each in form and substance reasonably
satisfactory to the Administrative Agent:

       

      (i)           Agreement.  Executed
counterparts of this Agreement signed by each of the parties
hereto.

       

      (ii)           Collateral
Documents.  Subject to Section 8.12(c), executed
counterparts of the Security Agreement, the Pledge Agreement and all other
Collateral Documents, duly executed by each Credit Party, together
with:

       

      (A)           a
Perfection Certificate from the Company and from each other Credit Party, as
applicable;

       

      (B)           appropriate
financing statements (Form UCC-1 or such other financing statements or similar
notices as shall be required by local Law) authenticated and authorized for
filing under the Uniform Commercial Code or other applicable local Law of each
jurisdiction in which the filing of a financing statement or giving of notice
may be required, or reasonably requested by the Collateral Agent, to perfect the
security interests intended to be created by the Collateral
Documents;

       

      
        
           

        

        
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      (C)           copies
of reports from CT Corporation or another independent search service reasonably
satisfactory to the Collateral Agent listing all effective financing statements,
notices of tax, PBGC or judgment liens or similar notices that name any of the
Company, any other Credit Party, Honeywell International Inc., Honeywell UK
Limited, Honeywell Holding France SAS or Honeywell Deutschland GmbH, as such,
(under its present name and any previous name and, if requested by the
Collateral Agent, under any trade names), as debtor or seller that are filed in
the jurisdictions referred to in clause (ii)(B) above or in any other
jurisdiction having files which must be searched in order to determine fully the
existence of the Uniform Commercial Code security interests, notices of the
filing of federal tax Liens (filed pursuant to Section 6323 of the Code),
Liens of the PBGC (filed pursuant to Section 4068 of ERISA) or judgment
Liens on any Collateral, together with copies of such financing statements,
notices of tax, PBGC or judgment Liens or similar notices (none of which shall
cover the Collateral except to the extent evidencing Permitted Liens or for
which the Collateral Agent shall have received termination statements (Form
UCC-3 or such other termination statements as shall be required by local Law)
authenticated and authorized for filing);

       

      (D)           searches
of ownership of intellectual property in the appropriate governmental offices
and such patent, trademark and/or copyright filings as may be requested by the
Collateral Agent to the extent necessary or reasonably advisable to perfect the
Collateral Agent’s security interest in intellectual property
Collateral;

       

      (E)           all
of the Pledged Collateral, which Pledged Collateral shall be in suitable form
for transfer by delivery, or shall be accompanied by duly executed instruments
of transfer or assignment in blank, with signatures appropriately guaranteed,
accompanied in each case by any required transfer tax stamps, all in form and
substance reasonably satisfactory to the Collateral Agent; and

       

      (F)           evidence
of the completion of all other filings and recordings of or with respect to the
Collateral Documents and of all other actions as may be necessary or, in the
opinion of the Collateral Agent, desirable to perfect the security interests
intended to be created by the Collateral Documents (including receipt of duly
executed payoff letters, UCC-3 termination statements and landlords’ and
bailees’ waiver and consent agreements).

       

      
        
           

        

        
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      (iii)           Intellectual Property
Security Agreements.  A short form assignment or grant of
security interest in intellectual property, in substantially the form of
Exhibit A to the Security Agreement (for patents and trademarks) or
Exhibit B to the Security Agreement (for copyrights), duly executed by each
Credit Party, together with evidence that all action that the Administrative
Agent may deem necessary or desirable in order to perfect the Liens in
intellectual property created under Security Agreement and under such short form
assignments or grants of security interests has been taken.

       

      (iv)           Organization
Documents.  True and correct copies of the Organization
Documents of each Credit Party, certified as to authenticity by the Secretary or
Assistant Secretary of each such Credit Party.

       

      (v)           Corporate
Documents.  Copies of certificates from the Secretary of State
or other appropriate authority of such jurisdiction, evidencing good standing of
each Credit Party in its jurisdiction of incorporation and in each state where
the ownership, lease or operation of property or the conduct of business
requires it to qualify as a foreign corporation except where the failure to so
qualify could not reasonably be expected to have a Material Adverse
Effect.

       

      (vi)           Legal
Opinions.  Opinions addressed to the Administrative Agent, the
Collateral Agent and the Lenders of (A) Shearman & Sterling LLP, New
York counsel to the Company, and (B) Edmund J. Moriarty, general counsel to
the Company, each in form and substance reasonably satisfactory to the
Administrative Agent.  Such opinions shall also cover such other
matters incident to the transactions contemplated by this Agreement as the
Administrative Agent shall reasonably require.

       

      (vii)           Closing
Certificates.  A closing certificate of the Company,
substantially in the form of Exhibits B-1 and B-2 hereto, respectively, with
appropriate insertions and attachments, satisfactory in form and substance to
the Administrative Agent and its counsel, executed by (A) the President or
any Vice President and (B) the Secretary or any Assistant Secretary of the
Company.

       

      (viii)           Solvency
Certificate.  A certificate attesting to the Solvency of the
Company and each other Credit Party, as applicable, before and after giving
effect to the Transaction, from their respective chief financial
officers.

       

      (b)           Financial
Information.  The Initial Lenders shall have
received:  (i) audited consolidated balance sheets and related
statements of income, stockholders’ equity and cash flows of each of the Company
and the Acquired Business for each of the last three fiscal years ending more
than 90 days prior to the Closing Date; (ii) unaudited consolidated
balance sheets and related statements of income, stockholders’ equity and cash
flows of each of the Company and the Acquired Business for each fiscal quarter
of the current fiscal year ending more than 45 days prior to the Closing
Date and for the comparable periods of the preceding fiscal year (with respect
to which the independent auditors shall have performed an SAS 100 review);
(iii) a pro forma consolidated balance sheet and related statements of
income for the Company for the last fiscal year covered by the audited financial
statements delivered pursuant to clause (i) above and for the latest
four-quarter period ending more than 45 days prior to the Closing Date, in
each case after giving effect to the Transaction; and (iv) forecasts of the
financial performance of the Company and its subsidiaries (x) on an annual
basis, through 2012 and (y) on a quarterly basis, through 2008 satisfactory
to the Initial Lenders.  The financial statements referred to in
clauses (i), (ii) and (iii) shall be prepared in accordance with
accounting principles generally accepted in the United States.

       

      
        
           

        

        
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      (c)           Consummation of the
Honeywell Acquisition.  The Honeywell Acquisition shall have
been consummated concurrently with the initial funding of the Facilities
substantially in accordance with the Honeywell Purchase Documents without waiver
or amendment thereof, in each case that is material and adverse to the interests
of the Lenders, without the consent of the Initial Lenders.

       

      (d)           Refinancing of Certain
Existing Indebtedness; Other Indebtedness.  On the Closing
Date, the commitments under the Existing Credit Agreement and all other
Refinanced Agreements shall have been terminated, all loans outstanding
thereunder shall have been repaid in full (other than Unmatured Surviving
Obligations), together with accrued interest thereon (including, without
limitation, any prepayment premium and all other amounts due thereunder), all
letters of credit issued thereunder shall have been terminated, backstopped
through the issuance of Letters of Credit hereunder or shall have become Letters
of Credit hereunder and all other amounts owing pursuant to each Refinanced
Agreement shall have been repaid in full, and the Administrative Agent shall
have received evidence in form, scope and substance reasonably satisfactory to
it that the matters set forth in this paragraph (d) have been
satisfied at such time.  In addition, on the Closing Date, the
creditors under each Refinanced Agreement shall have terminated and released all
applicable Liens on the capital stock of and assets owned by the Company and its
Subsidiaries (including, without limitation, the assets acquired in the
Honeywell Acquisition), and the Administrative Agent shall have received all
such releases as may have been requested by the Administrative Agent, which
releases shall be in form and substance satisfactory to the Administrative
Agent.  After the consummation of the transactions contemplated by the
Honeywell Purchase Agreement and the Credit Documents on the Closing Date, the
Company and its Subsidiaries shall have no material liabilities (actual or
contingent) or preferred stock, except (i) as disclosed in the most recent
interim balance sheet included in the financial statements delivered pursuant to
paragraph (c) above or in the footnotes thereto, (ii) for accounts
payable incurred in the ordinary course of business consistent with past
practice since the date of the most recent interim balance sheet included in the
financial statements delivered pursuant to paragraph (c) above and not in
violation of the Honeywell Purchase Agreement, (iii) Indebtedness under the
Credit Documents and the Senior Notes and (iv) the Indebtedness of the
Company or any of its Subsidiaries existing on the Closing Date and listed on
Schedule 9.2 hereto.

       

      (e)           Fees.  The
Administrative Agent shall have received for the account of the Lenders, or for
its own account, as the case may be, all fees payable to the Lenders and the
Administrative Agent on or prior to the Closing Date, including all costs, fees,
expenses (including, without limitation, reasonable fees of one legal counsel to
the Initial Lenders and one local counsel in each appropriate jurisdiction) and
other compensation payable to the Lenders, the Joint Lead Arrangers, the Initial
Lenders, the Administrative Agent and the Collateral Agent, including any and
all fees due pursuant to (i) the Fee Letter and (ii) the
Administrative Agency Fee Letter.

       

      
        
           

        

        
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      (f)           Additional
Matters.  All other documents and legal matters in connection
with the transactions contemplated by this Agreement shall be reasonably
satisfactory in form and substance to the Administrative Agent and its
counsel.  Any information submitted to any of the Initial Lenders by
or on behalf of the Company or any of its Subsidiaries or affiliates shall be
accurate and complete in all material respects.

       

      (g)           Compliance with Law;
Approvals.  The Company and its subsidiaries, shall be in
compliance, in all material respects, with all applicable foreign and U.S.
federal, state and local laws and regulations.  All necessary
governmental approvals in connection therewith shall have been obtained and
shall be in effect, other than any such approvals the absence of which would not
materially impair the performance of obligations under, or in connection with,
the initial borrowings to be made hereunder on the Closing Date, and the payment
of fees, commissions, and expenses in connection with the
foregoing.

       

      (h)           Regulatory Authority
Information.  The Company and each Subsidiary shall have
provided the documentation and other information to the Lenders that is required
by regulatory authorities under applicable “know your customer” and
anti-money-laundering rules and regulations, including, without limitation, the
USA Patriot Act (Title III of Pub. L. 107-56 (signed into law
October 26, 2001)).

       

      (i)           No New
Information.  None of the Joint Lead Arrangers shall have
discovered or otherwise become aware of information not previously disclosed to
it that is materially and adversely inconsistent with information previously
provided to the Joint Lead Arrangers prior to June 9, 2008 (when taken in
conjunction with all other information previously provided to the Joint Lead
Arrangers prior to June 9, 2008) with respect to each of (x) of the Company
and its Subsidiaries, taken as a whole, and (y) the Acquired Business, so
long as, in each case, in the Joint Lead Arrangers’ reasonable determination
such discovery or awareness negatively impacts the Joint Lead Arrangers’ ability
to syndicate the Facilities on the terms provided for in the Commitment Letter
and the Fee Letter (including the ability to syndicate the Facilities at the
designated pricing levels and with the other economic and financial terms set
forth in the Commitment Letter and the Fee Letter).

       

      (j)           Closing Date Material
Adverse Effect.  Since December 31, 2007, there shall not
have occurred or become known any condition, fact, event or development that has
resulted or could reasonably be expected to result in a Closing Date Material
Adverse Effect.

       

      (k)           Representations and
Warranties.  The representations and warranties of the Company
and each other Credit Party contained in Article VI (with the sole
exception of the representation and warranty contained in Section 6.16)
shall be true and correct on and as of the Closing Date, except to the extent
that such representations and warranties specifically refer to an earlier date,
in which case they shall be true and correct as of such earlier date, and (ii)
(A) the condition in Section 6.3 of the Honeywell Purchase Agreement
relating to the accuracy of the representations and warranties of the Company
shall have been satisfied and (B) the condition in Section 7.3 of the
Honeywell Purchase Agreement relating to the accuracy of the representations and
warranties of the Sellers shall have been satisfied (in each case without giving
effect to any waiver, amendment or other modification to such condition in a
manner adverse to the interests of the Lenders in any material respect without
the consent of the Initial Lenders).

       

      
        
           

        

        
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      (l)           No
Default.  No Default or Event of Default (other than a Default
or Event of Default under Section 10.1(b) resulting from a breach of a
representation or warranty set forth in Section 6.16) shall have occurred
and be continuing or would result from the initial Extension of
Credit.

       

      (m)           Ratings.  Corporate
family/corporate credit ratings shall have been received and ratings shall have
been assigned to the Facilities from each of Moody’s and S&P not less than
15 Business Days prior to the Closing Date.

       

      (n)           Syndication.  The
Initial Lenders shall have been afforded no less than 20 consecutive
Business Days after the completion of the Information Memorandum to syndicate
the Commitments; provided, that such
20 consecutive Business Days shall not include the period from August 16,
2008 through and including September 1, 2008.

       

      Section
7.2              Conditions to All Loans and
Letters of Credit.  The
obligation of each Lender to make any Loan (other than any Revolving Credit Loan
the proceeds of which are to be used to repay Refunded Swing Line Loans) and the
obligation of each Issuing Lender to issue any Letter of Credit is subject to
the satisfaction of the following conditions precedent on the relevant Borrowing
Date:

       

      (a)           Representations and
Warranties.  Except with respect to the initial Extension of
Credit, each of the representations set forth in Article VI, or which are
contained in any other Credit Document shall, to the extent already qualified by
materiality, be true and correct in all respects, and, if not so already
qualified, shall be true and correct in all material respects, in any case on
and as of the date such Loan is made (or such Letter of Credit is issued) as if
made on and as of such date (unless stated to relate to a specific earlier date,
in which case such representations and warranties shall be true and correct in
all material respects as of such earlier date).

       

      (b)           No Default or Event of
Default.  Except with respect to the initial Extension of
Credit, no Default or Event of Default shall have occurred and be continuing on
such date or after giving effect to the Loan to be made or the Letter of Credit
to be issued on such Borrowing Date.

       

      
        
           

        

        
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      (c)           Notice.  The
Administrative Agent and, if applicable, the applicable Issuing Lender or the
Swing Line Lender shall have received a notice of borrowing request or credit
extension in accordance with the requirements of Article V
hereof.

       

      Each
borrowing by the Company hereunder and the issuance of each Letter of Credit by
each Issuing Lender hereunder shall constitute a representation and warranty by
the Company as of the date of such borrowing or issuance that the conditions in
paragraphs (a) and (b) of this Section 7.2 have been
satisfied.

       

      ARTICLE
VIII

      AFFIRMATIVE
COVENANTS

       

      The
Company hereby agrees that, so long as the Commitments remain in effect, any
Loan or Revolving L/C Obligation remains outstanding and unpaid, any amount
remains available to be drawn under any Letter of Credit or any other amount is
owing to any Lender (other than Unmatured Surviving Obligations), any Agent or
any Issuing Lender hereunder, it shall, and, in the case of the agreements
contained in Sections 8.3, 8.4, 8.5, 8.6, 8.7, 8.8, 8.9, 8.10, 8.11, and
8.12 cause each of its Subsidiaries to:

       

      Section
8.1               Financial
Statements.  Furnish
to the Administrative Agent (with sufficient copies for each
Lender):

       

      (a)           Audited Annual Financial
Statements.  As soon as available, but in any event within
90 days after the end of each fiscal year of the Company, a copy of the
consolidated balance sheet of the Company and its Consolidated Subsidiaries as
at the end of such year and the related consolidated statements of income,
shareholders’ equity and cash flows for such year, setting forth in each case in
comparative form the figures for the previous year, reported on without a “going
concern” or like qualification or exception, or qualification arising out of the
scope of the audit, by certified public accountants of nationally recognized
standing acceptable to the Required Lenders.

       

      (b)           Quarterly Financial
Statements.  As soon as available, but in any event not later
than 45 days after the end of each of the first three quarterly periods of
each fiscal year of the Company, commencing with the quarterly period ending
September 30, 2008, the unaudited consolidated balance sheet of the Company
and its Consolidated Subsidiaries as at the end of such quarter and the related
unaudited consolidated statements of income, shareholders’ equity and cash flows
of the Company and its Consolidated Subsidiaries for such quarter and the
portion of the fiscal year through the end of such quarter, setting forth in
each case in comparative form the figures for the previous year, certified by a
Responsible Officer on behalf of the Company as being fairly stated in all
material respects (subject to normal year-end audit adjustments).

       

      (c)           Annual
Budget.  As soon as available, but in any event within
90 days after the beginning of each fiscal year of the Company to which
such budget relates, an annual operating budget of the Company and its
Subsidiaries, on a consolidated basis, as adopted by the board of directors of
the Company.

       

      
        
           

        

        
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      All
financial statements shall be prepared in reasonable detail in accordance with
GAAP in all material respects (provided that interim
statements may be condensed and may exclude detailed footnote disclosure)
applied consistently throughout the periods reflected therein and with prior
periods (except as concurred in by such officer and disclosed therein and except
that interim financial statements need not be restated for changes in accounting
principles which require retroactive application, and operations which have been
discontinued (as such term is used in Statement of Financial Accounting
Standards No. 144) during the current year need not be shown in interim
financial statements as such either for the current period or comparable prior
period).  In the event the Company changes its accounting methods
because of changes in GAAP, the Company shall also provide, if necessary for the
determination of compliance with this Section 8.1 and Sections 5.6,
8.2, 9.1, 9.7, 9.9, and 9.12, a statement of reconciliation conforming such
financial statements to GAAP.

       

      Section
8.2               Certificates; Other
Information.  Furnish
to the Administrative Agent (with sufficient copies for each
Lender):

       

      (a)           Auditors’
Certificate.  Concurrently with the delivery of the
consolidated financial statements referred to in Section 8.1(a), a letter
from the independent certified public accountants reporting on such financial
statements stating that in making the examination necessary to express their
opinion on such financial statements that there is no Default or Event of
Default under any financial covenants hereunder, except as specified in such
letter.

       

      (b)           Compliance
Certificate.  Concurrently with the delivery of the financial
statements referred to in Sections 8.1(a) and (b), a certificate of a
Responsible Officer on behalf of the Company:  (i) stating that,
to the best of such officer’s knowledge, the Company and its Subsidiaries have
observed or performed all of its covenants and other agreements, and satisfied
every applicable condition, contained in this Agreement and the other Credit
Documents to be observed, performed or satisfied by it, and that such officer
has obtained no knowledge of any Default or Event of Default except as specified
in such certificate; (ii) showing in detail as of the end of the related
fiscal period the figures and calculations supporting such statement in respect
of Section 9.1, clauses (f) and (h) of Section 9.2,
clause (b) of Section 9.4, clauses (a), (b) and (k) of
Section 9.7, Section 9.8, clause (b) of Section 9.9, and
Section 9.12; (iii) showing in detail as of the end of the related
fiscal period for purposes of calculating the Applicable Level the ratio of
Consolidated Total Indebtedness to Consolidated EBITDA and the calculations
supporting such statement and if applicable, stating the Applicable Margin
payable as a result of such ratio; (iv) showing in detail as of the end of
the related fiscal period for purposes of calculating the Secured Leverage
Ratio, the ratio of Consolidated Total Secured Indebtedness to Consolidated
EBITDA and the calculations supporting such statement; (v) if not specified
in the financial statements delivered pursuant to Section 8.1, specifying
on a consolidated basis the aggregate amount of interest paid or accrued by the
Company and its Subsidiaries, and the aggregate amount of depreciation,
depletion and amortization charged on the books of the Company and its
Subsidiaries, during such accounting period; (vi) listing all Indebtedness
(other than Indebtedness hereunder) in each case incurred since the date of the
previous consolidated balance sheet of the Company delivered pursuant to
Section 8.1(a) or (b); (vii) setting forth in reasonable detail the
reconciliation of Consolidated EBITDA to Consolidated Net Income of the Company;
and (viii) demonstrative in detail as of the end of the related fiscal
period that Qualified Domestic Assets had a book value at least equal to the
Minimum Qualified Domestic Asset Amount.

       

      
        
           

        

        
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      (c)           Accountants’ Management
Letters.  Promptly upon receipt thereof, copies of all final
reports submitted to the Company by independent certified public accountants in
connection with each annual, interim or special audit of the books of the
Company made by such accountants.

       

      (d)           Reports to Holders of Debt
Securities.  Promptly, after the furnishing thereof, copies of
any statement or report furnished to holders generally of any debt securities
constituting Material Indebtedness of the Company or any Subsidiary thereof
pursuant to the terms of any indenture, loan or credit or similar agreement and
not otherwise required to be furnished to the Lenders pursuant to
Section 8.1 or any other clause of this Section 8.2 and not otherwise
filed with the Securities and Exchange Commission or any Governmental Authority
succeeding to any of its functions.

       

      (e)           Other
Information.  Promptly, such additional financial and other
information as any Lender, through the Administrative Agent, may from time to
time reasonably request.

       

      Information
required to be delivered pursuant to Section 8.1 or 8.2 shall be deemed to
have been delivered if such information shall have been posted by the
Administrative Agent on an IntraLinks or similar site to which each Lender has
been granted access.  Information delivered pursuant to
Section 8.1 or 8.2 may also be delivered by electronic communications
pursuant to procedures approved by the Administrative Agent.

       

      The
Company hereby acknowledges that (i) the Administrative Agent and/or the
Joint Lead Arrangers will make available to the Lenders materials and/or
information provided by or on behalf of the Company hereunder (collectively,
“Company
Materials”) by posting the Company Materials on IntraLinks or another
similar electronic system (the “Platform”) and
(ii) certain of the Lenders (each, a “Public Lender”) may
have personnel who do not wish to receive material non-public information with
respect to the Company or its Affiliates, or the respective securities of any of
the foregoing, and who may be engaged in investment and other market-related
activities with respect to such Persons’ securities.  The
Company  hereby agrees that so long as the Company is the issuer of
any outstanding debt or equity securities that are registered or issued pursuant
to a private offering or is actively contemplating issuing any such securities
it will use commercially reasonable efforts to identify that portion of the
Company Materials that may be distributed to the Public Lenders and
that:  (A) all such Company Materials shall be clearly and
conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word
“PUBLIC” shall appear prominently on the first page thereof; (B) by marking
Company Materials “PUBLIC,” the Company shall be deemed to have authorized the
Administrative Agent, the Joint Lead Arrangers and the Lenders to treat such
Company Materials as not containing any material non-public information
(although it may be sensitive and proprietary) with respect to the Company or
its securities for purposes of United States Federal and state securities laws
(provided,
however, that
to the extent such Company Materials constitute Information, they shall be
treated as set forth in Section 12.13); (C) all Company Materials
marked “PUBLIC” are permitted to be made available through a portion of the
Platform designated “Public Side Information;” and (D) the Administrative
Agent and the Joint Lead Arrangers shall be entitled to treat any Company
Materials that are not marked “PUBLIC” as being suitable only for posting on a
portion of the Platform not designated “Public Side Information”.

       

      
        
           

        

        
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      Section
8.3               Payment of Other
Obligations.  Pay,
discharge or otherwise satisfy at or before maturity or before they become
delinquent, as the case may be, all of its obligations and liabilities of
whatever nature, except (i) when the amount or validity thereof is
currently being contested in good faith by appropriate proceedings and reserves
in conformity with GAAP with respect thereto have been provided on the books of
the Company or any of its Subsidiaries, as the case may be and (ii) for
trade and other accounts payable in the ordinary course of business in
accordance with customary trade terms and which are not overdue for a period of
more than 60 days (or any longer period if longer payment terms are
accepted in the ordinary course of business) or, if overdue for more than
60 days (or such longer period), as to which a dispute exists and adequate
reserves in conformity with GAAP have been established on the books of the
Company and its Subsidiaries, as the case may be.

       

      Section
8.4               Continuation of Business and
Maintenance of Existence and Material Rights and Privileges.  Continue
to engage in business of the same general type as now conducted by it, and
preserve, renew and keep in full force and effect its corporate existence and
take all reasonable action to maintain all rights, privileges, franchises,
accreditations, certifications, authorizations, licenses, permits, approvals and
registrations, necessary or desirable in the normal conduct of its business
except for rights, privileges, franchises, accreditations, certifications,
authorizations, licenses, permits, approvals and registrations the loss of which
could reasonably be expected to, individually or in the aggregate, have a
Material Adverse Effect, and except as otherwise permitted by Sections 9.6,
9.7, 9.8 and 9.9.

       

      Section
8.5               Compliance with All
Applicable Laws and Regulations and Material Contractual
Obligations.  Comply
with all applicable Requirements of Law (including, without limitation, any and
all Environmental Laws, tax, and ERISA laws) and Contractual Obligations except
to the extent that the failure to comply therewith could not reasonably be
expected, individually or in the aggregate, to have a Material Adverse
Effect.  Without limiting the foregoing, the Company (i) shall
retire and cancel each share of its common stock repurchased in any Qualified
Stock Repurchase promptly following the consummation of such repurchase and
ensure that all such shares revert to the status of authorized and unissued
shares and (ii) shall not sell, reissue, transfer, pledge or otherwise
assign or dispose of any such shares to any other Person after such
repurchase.

       

      Section
8.6               Maintenance of Property;
Insurance.  Keep
all property useful and necessary in its business in good working order and
condition (ordinary wear and tear excepted), and maintain with financially sound
and reputable insurance companies insurance on all its property in at least such
amounts and with only such deductibles as are usually maintained by, and against
at least such risks as are usually insured against in the same general area by,
companies engaged in the same or a similar business (in any event including
general liability, contractual liability, personal injury, workers’
compensation, employers’ liability, automobile liability and physical damage
coverage, all risk property, business interruption, fidelity and crime
insurance); provided that the
Company may implement programs of self insurance in the ordinary course of
business and in accordance with industry standards for a company of similar size
so long as reserves are maintained in accordance with GAAP for the liabilities
associated therewith.

       

      
        
           

        

        
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      Section
8.7               Maintenance of Books and
Records.  Keep
proper books of record and account in which full, true and correct entries are
made of all dealings and transactions in relation to its business and activities
which permit financial statements to be prepared in conformity with GAAP and all
Requirements of Law.

       

      Section
8.8              Right of the Lenders to
Inspect Property and Books and Records.  Permit
representatives of any Lender upon reasonable notice during business hours and
with a Responsible Officer present to visit and inspect any of its properties
and examine and make abstracts from any of its books and records at any
reasonable time and as often as may reasonably be desired upon reasonable
notice, and to discuss the business, operations, properties and financial and
other condition of the Company and its Subsidiaries with officers and employees
thereof, and with their independent certified public accountants.

       

      Section
8.9              Notices.  Promptly
give notice to the Administrative Agent and each Lender:

       

      (i)           of
the occurrence of any Default or Event of Default;

       

      (ii)           of
any (A) default or event of default under any instrument or other
agreement, guarantee or collateral document of the Company or any of its
Subsidiaries which default or event of default has not been waived and could
reasonably be expected to have a Material Adverse Effect, or any other default
or event of default under any such instrument, agreement, guarantee or other
collateral document which, but for the proviso to clause (e) of
Section 10.1, would have constituted a Default or Event of Default under
this Agreement, or (B) litigation, investigation or proceeding which may
exist at any time between the Company or any of its Subsidiaries and any
Governmental Authority, or receipt of any notice of any environmental claim or
assessment against the Company or any of its Subsidiaries by any Governmental
Authority, which in any such case could reasonably be expected to have a
Material Adverse Effect;

       

      (iii)           of
any litigation or proceeding affecting the Company or any of its Subsidiaries
(A) in which more than $10,000,000 of the amount claimed is not covered by
insurance or (B) in which injunctive or similar relief is sought which if
obtained could reasonably be expected to have a Material Adverse
Effect;

       

      (iv)           of
the following events, as soon as practicable after, and in any event within
30 days after, the Company knows thereof:  (A) the
occurrence of any Reportable Event with respect to any Single Employer Plan
which Reportable Event could reasonably be expected to have a Material Adverse
Effect, or (B) the institution of proceedings or the taking of any other
action by PBGC, the Company or any Commonly Controlled Entity to terminate,
withdraw from or partially withdraw from any Plan and, with respect to a
Multiemployer Plan, the Reorganization or Insolvency of such Plan, in each of
the foregoing cases which could reasonably be expected to have a Material
Adverse Effect, and in addition to such notice, deliver to the Administrative
Agent and each Lender whichever of the following may be
applicable:  (x) a certificate of a Responsible Officer on behalf
of the Company setting forth details as to such Reportable Event and the action
that the Company or such Commonly Controlled Entity proposes to take with
respect thereto, together with a copy of any notice of such Reportable Event
that may be required to be filed with PBGC, or (y) any notice delivered by
PBGC evidencing its intent to institute such proceedings or any notice to PBGC
that such Plan is to be terminated, as the case may be;

       

      
        
           

        

        
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      (v)           of
a failure or anticipated failure by the Company to make payment when due and
payable on the Senior Notes; and

       

      (vi)           of
a material adverse change known by the Company or any of its Subsidiaries in the
business, financial condition, assets, liabilities, properties or results of
operations of the Company and its Subsidiaries taken as a whole.

       

      Each
notice pursuant to this Section 8.9 shall be accompanied by a statement of
a Responsible Officer on behalf of the Company setting forth details of the
occurrence referred to therein and (in the cases of
clauses (i) through (v)) stating what action the Company proposes to
take with respect thereto.

       

      Section
8.10             Minimum Qualified Domestic
Assets; Subsidiary Guaranties and Collateral.  (a)  Subsidiary
Guarantors.  The Company will take, and will cause each of its
Subsidiaries to take, such actions from time to time as shall be necessary to
ensure that Qualified Domestic Assets at all times from and after the Effective
Date have a book value at least equal to the Minimum Qualified Domestic Asset
Amount.  Accordingly, and without limiting the generality of the
foregoing, if the Company or any of its direct or indirect Subsidiaries shall
form or acquire any Subsidiary after the Effective Date, the Company, as soon as
practicable and in any event within 30 days after such formation or
acquisition, will provide the Collateral Agent with notice of such formation or
acquisition setting forth in reasonable detail a description of all of the
assets of such new Subsidiary and identifying which of such assets comprise a
portion of Consolidated Total Domestic Assets.  If such new Subsidiary
(alone or together with other Subsidiaries which are not Wholly-Owned Domestic
Subsidiary Guarantors) owns, or at any time after the Effective Date one or more
Subsidiaries (including any such new Subsidiary) which are not at the time
Wholly-Owned Domestic Subsidiary Guarantors (excluding ATS and ALC if but only
so long as they do not collectively own assets having a book value in excess of
the Allowed Exclusion Amount) individually or collectively own, assets having a
book value exceeding the product of (i) 7.5% (expressed as a decimal)
multiplied by (ii) the aggregate book value of Consolidated Total Domestic
Assets (a “Qualified
Domestic Asset Trigger Event”), the Company will, to the extent necessary
to ensure that Qualified Domestic Assets at the time have a book value at least
equal to the Minimum Qualified Domestic Asset Amount, cause one or more Domestic
Subsidiaries which are not Wholly-Owned Domestic Subsidiary Guarantors at the
time (each an “Affected Subsidiary”)
to become Credit Parties (and their assets to become Qualified Domestic Assets)
and cause each Affected Subsidiary:

       

      
        
           

        

        
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      (i)           within
20 days after any Qualified Domestic Asset Trigger Event, to execute an
Accession Agreement pursuant to which each Affected Subsidiary shall agree to
become a “Guarantor” under the Guaranty, an “Obligor” under the Security
Agreement and an “Obligor” under the Pledge Agreements and/or an obligor under
such other Collateral Documents as may be applicable to such
Subsidiary;

       

      (ii)           within
60 days after any Qualified Domestic Asset Trigger Event, cause each
Affected Subsidiary and each direct and indirect parent of such Affected
Subsidiary (if it has not already done so) to duly execute and deliver to the
Collateral Agent (A) in the case of any parcel of Real Property having a
fair market value exceeding $15,000,000, deeds of trust, trust deeds, deeds to
secure debt, Mortgages, leasehold mortgages, leasehold deeds of trust and
(B) other security and pledge agreements, as specified by and in form and
substance satisfactory to the Collateral Agent (including delivery of all
Pledged Collateral (as defined in the Pledge Agreements) in and of each Affected
Subsidiary, and other instruments of the type specified in
Section 7.1(a)(ii) and (iii)), securing payment of all the Finance
Obligations of such Affected Subsidiary or such parent, as the case may be,
under the Credit Documents and constituting Liens on all such real and personal
properties;

       

      (iii)           within
90 days after any Qualified Domestic Asset Trigger Event, to cause each
Affected Subsidiary and each direct and indirect parent of each Affected
Subsidiary (if it has not already done so) to take whatever action (including
the recording of Mortgages, the filing of Uniform Commercial Code financing
statements, the giving of notices and the endorsement of notices on title
documents) may be necessary or advisable in the opinion of the Collateral Agent
to vest in the Collateral Agent (or in any representative of the Collateral
Agent designated by it) valid and subsisting Liens on the properties purported
to be subject to the Collateral Documents and any other security and pledge
agreements delivered pursuant to this Section 8.10(a), enforceable against
all third parties in accordance with their terms;

       

      (iv)           within
90 days after any Qualified Domestic Asset Trigger Event, deliver to the
Administrative Agent, upon the request of the Administrative Agent in its sole
discretion, a signed copy of a favorable opinion, addressed to the
Administrative Agent and the other Secured Parties, of counsel for the Credit
Parties acceptable to the Administrative Agent as to the matters contained in
clauses (i), (ii) and (iii) above, and as to such other matters as the
Administrative Agent may reasonably request;

       

      (v)           as
promptly as practicable after any Qualified Domestic Asset Trigger Event,
deliver, upon the request of the Administrative Agent in its sole discretion, to
the Administrative Agent with respect to each parcel of real property owned or
held by the entity that is the subject of such formation or acquisition title
reports, surveys and engineering, soils and other reports, and environmental
assessment reports, each in scope, form and substance satisfactory to the
Administrative Agent, provided, however, that to the
extent that any Credit Party or any of its Subsidiaries shall have otherwise
received any of the foregoing items with respect to such real property, such
items shall, promptly after the receipt thereof, be delivered to the
Administrative Agent; and

       

      
        
           

        

        
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      (vi)           deliver
such proof of organizational authority, incumbency of officers, opinions of
counsel and other documents as is consistent with those delivered by each Credit
Party pursuant to Section 7.1 on the Closing Date or as the Administrative
Agent, the Collateral Agent or the Required Lenders shall have
requested.

       

      (b)           Pledge of Equity
Interests.  Each Credit Party shall pledge the capital stock,
or other Equity Interests and intercompany indebtedness, owned by it (unless
such a pledge is expressly not required by this Agreement or the Pledge
Agreements) pursuant to the Pledge Agreements.

       

      (c)           Additional
Security.  Each Credit Party will cause, (i) each parcel
of owned Real Property acquired after the Closing Date having a fair market
value of $15,000,000 or more (except any such parcel as to which the costs of
providing a Mortgage are excessive in relation to the benefit afforded to the
parties secured thereby, as determined in the reasonable discretion of the
Administrative Agent) and all of its personal property and (ii) upon the
occurrence of an Event of Default, all other assets and properties of such
Credit Party as are not covered by the original Collateral Documents and as may
be requested by the Collateral Agent or the Required Lenders in their sole
reasonable discretion to be subject at all times to first priority (subject only
to Permitted Liens), perfected and, in the case of owned Real Property, title
insured Liens in favor of the Collateral Agent pursuant to the Collateral
Documents or such other security agreements, pledge agreements, mortgages or
similar collateral documents as the Collateral Agent shall request in its sole
reasonable discretion (collectively, the “Additional Collateral
Documents”).

       

      In
furtherance of the foregoing terms of this subparagraph (c), upon the
acquisition of any owned Real Property referred to in the preceding paragraph by
any Credit Party, if such owned Real Property, in the judgment of the
Administrative Agent, shall not already be subject to a perfected first priority
security interest in favor of the Administrative Agent for the benefit of the
Secured Parties, then such Credit Party shall, at the Company’s
expense:

       

      (i)           within
30 days after such acquisition, furnish to the Administrative Agent a
description of the owned Real Property so acquired in detail satisfactory to the
Administrative Agent;

       

      (ii)           within
45 days after such acquisition, cause the applicable Credit Party to duly
execute and deliver to the Collateral Agent deeds of trust, trust deeds, deeds
to secure debt, mortgages, instruments of accession to the Collateral Documents
and other security and pledge agreements, as specified by and in form and
substance satisfactory to the Administrative Agent, securing payment of all the
Finance Obligations of the applicable Credit Party under the Credit Agreement
and constituting Liens on all such owned Real Properties; provided that the
Administrative Agent may, in its reasonable discretion, extend such time period
from 45 days up to a maximum of 90 days;

       

      (iii)           within
60 days after such acquisition, cause the applicable Credit Party to take
whatever action (including the recording of mortgages, the filing of UCC
financing statements, the giving of notices and the endorsement of notices on
title documents) as may be necessary or advisable in the opinion of the
Administrative Agent to vest in the Collateral Agent (or in any representative
of the Collateral Agent designated by it) valid and subsisting Liens on such
owned Real Property, enforceable against all third parties;

       

      
        
           

        

        
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      (iv)           within
60 days after such acquisition, deliver to the Administrative Agent, upon
the request of the Administrative Agent in its sole discretion, a signed copy of
a favorable opinion, addressed to the Administrative Agent, the Collateral
Agent, and the other Secured Parties, of counsel for the Credit Parties
acceptable to the Administrative Agent as to the matters contained in
clauses (ii) and (iii) above and as to such other matters as the
Administrative Agent may reasonably request; provided that the
Administrative Agent may, in its reasonable discretion, extend such time period
from 45 days up to a maximum of 90 days;

       

      (v)           as
promptly as practicable after any acquisition of any such owned Real Property,
deliver, upon the request of the Administrative Agent in its sole discretion, to
the Collateral Agent with respect to such owned Real Property title reports,
surveys and engineering, soils and other reports, and environmental assessment
reports, each in scope, form and substance satisfactory to the Administrative
Agent, provided, however, that to the
extent that any Credit Party or any of its Subsidiaries shall have otherwise
received any of the foregoing items with respect to such owned Real Property,
such items shall, promptly after the receipt thereof, be delivered to the
Administrative Agent; and

       

      (vi)           deliver
such proof of organizational authority, incumbency of officers, opinions of
counsel and other documents as is consistent with those delivered by each Credit
Party pursuant to Section 7.1 on the Closing Date or as the Administrative
Agent, the Collateral Agent or the Required Lenders shall have
requested.

       

      If,
subsequent to the Closing Date, a Credit Party shall acquire any intellectual
property, securities, instruments, chattel paper or other personal property
required to be delivered to the Collateral Agent as Collateral hereunder or
under any of the Collateral Documents, the Company shall promptly (and in any
event within three Business Days after any Responsible Officer of any Credit
Party acquires knowledge of the same) notify the Collateral Agent of the
same.  Each of the Credit Parties shall adhere to the covenants
regarding the location of personal property as set forth in the Collateral
Documents.

       

      (d)           Real Property
Appraisals.  If the Collateral Agent or the Required Lenders
determine that there is a Requirement of Law for them to have appraisals
prepared in respect of the Real Property of the Company constituting Collateral,
the Company shall provide to the Collateral Agent appraisals which satisfy the
applicable requirements set forth in 12 C.F.R., Part 34 - Subpart C or any
successor or similar statute, rule, regulation, guideline or order, and which
shall be in scope, form and substance, and from appraisers, reasonably
satisfactory to the Required Lenders and shall be accompanied by a certification
of the appraisal firm providing such appraisals that the appraisals comply with
such requirements.

       

      
        
           

        

        
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      (e)           Foreign Subsidiaries
Security.  Upon the written request of the Administrative Agent
following a Change in Law, which Change in Law is reasonably determined to be
relevant by the Administrative Agent, unless (x) counsel for the Company
reasonably acceptable to the Administrative Agent provides, within 60 days
after such written request of the Administrative Agent, a written opinion
addressed to the Company and the Administrative Agent, in form and substance
mutually satisfactory to the Company and the Administrative Agent, to the effect
that, with respect to any direct Foreign Subsidiary of any Credit Party that has
not already had all of the Equity Interests issued by it pledged pursuant to the
Pledge Agreements, a pledge of more than 65.0% of the total combined voting
power of all classes of capital stock of such Foreign Subsidiary entitled to
vote could reasonably be expected to cause the undistributed earnings of such
Foreign Subsidiary (as determined for United States federal income tax purposes)
to be treated as a deemed dividend to the Company or any other domestic
Affiliate of the Company for U.S. federal income Tax purposes or otherwise could
reasonably be expected to subject the Company or any other domestic Affiliate of
the Company to liability for any additional United States income Taxes by virtue
of Section 956 of the Code or any other applicable provision of the Code,
then (y) that portion of such Foreign Subsidiary’s outstanding capital
stock issued by such Foreign Subsidiary, not theretofore pledged pursuant to the
Pledge Agreements, shall be pledged to the Collateral Agent for the benefit of
the Secured Parties pursuant to an accession agreement to the relevant Pledge
Agreement (or another pledge agreement in substantially identical form, if
needed) to the extent that entering into the Pledge Agreement is permitted by
the Laws of the respective foreign jurisdiction and with all documents delivered
pursuant to this Section 8.10(e) to be in form, scope and substance
reasonably satisfactory to the Collateral Agent and the Required
Lenders.

       

      (f)           Certain Actions Following
Defaults.  Upon the request of the Administrative Agent
following the occurrence and during the continuance of a Default, the Company
shall, at the Company’s expense:

       

      (i)           within
30 days after such request, furnish to the Administrative Agent a
description of the real and personal properties of the Credit Parties and their
respective Subsidiaries in detail satisfactory to the Administrative
Agent;

       

      (ii)           within
45 days after such request, duly execute and deliver, and cause each Credit
Party (if it has not already done so) to duly execute and deliver, to the
Administrative Agent deeds of trust, trust deeds, deeds to secure debt,
mortgages, instruments of accession to the Collateral Documents and other
security and pledge agreements, as specified by and in form and substance
satisfactory to the Administrative Agent (including delivery of all Pledged
Collateral), securing payment of all the Finance Obligations of the Credit
Parties under the Credit Documents and constituting Liens on all such
properties;

       

      (iii)           within
60 days after such request, take, and cause each Credit Party to take,
whatever action (including the recording of mortgages, the filing of UCC
financing statements, the giving of notices and the endorsement of notices on
title documents) may be necessary or advisable in the opinion of the
Administrative Agent or the Collateral Agent to vest in the Collateral Agent (or
in any representative of the Administrative Agent designated by it) valid and
subsisting Liens on the properties purported to be subject to the deeds of
trust, trust deeds, deeds to secure debt, mortgages, instruments of accession to
the Collateral Documents and security and pledge agreements delivered pursuant
to this Section 8.10, enforceable against all third parties in accordance
with their terms;

       

      
        
           

        

        
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      (iv)           within
60 days after such request, deliver to the Administrative Agent and the
Collateral Agent, upon the request of the Administrative Agent or the Collateral
Agent in their sole discretion, a signed copy of a favorable opinion, addressed
to the Administrative Agent, the Collateral Agent, and the other Secured
Parties, of counsel for the Credit Parties acceptable to the Administrative
Agent as to the matters contained in clauses (ii) and (iii) above, and as
to such other matters as the Administrative Agent may reasonably request;
and

       

      (v)           as
promptly as practicable after such request, deliver, upon the request of the
Administrative Agent in its sole discretion, to the Administrative Agent with
respect to each parcel of Real Property owned or held by the Credit Parties,
title reports, surveys and engineering, soils and other reports, and
environmental assessment reports, each in scope, form and substance satisfactory
to the Administrative Agent, provided, however, that to the
extent that any Credit Party or any of its Subsidiaries shall have otherwise
received any of the foregoing items with respect to such Real Property, such
items shall, promptly after the receipt thereof, be delivered to the
Administrative Agent.

       

      (g)           Further
Assurances.  At any time upon request of the Administrative
Agent, promptly execute and deliver any and all further instruments and
documents and take all such other action as the Administrative Agent may deem
necessary or desirable in obtaining the full benefits of, or (as applicable) in
perfecting and preserving the Liens of, the Collateral Documents and any such
guaranties, deeds of trust, trust deeds, deeds to secure debt, mortgages,
instruments of accession to the Collateral Documents and other security and
pledge agreements.

       

      (h)           Time for Taking Certain
Actions.  The Company agrees that if no deadline for taking any
action required by this Section 8.10 is specified herein, such action shall
be completed as soon as possible, but in no event later than 30 days after
such action is either requested to be taken by the Collateral Agent or the
Required Lenders or required to be taken by the company or any of its
Subsidiaries pursuant to the terms of this Section 8.10.

       

      Section
8.11             Compliance with
Environmental Laws.  Except,
in each case, to the extent that the failure to do so could not reasonably be
expected to have a Material Adverse Effect, comply, and cause all lessees and
other Persons operating or occupying its properties to comply, with all
applicable Environmental Laws and Environmental Permits; obtain and renew all
Environmental Permits necessary for its operations and properties; and conduct
any investigation, study, sampling and testing, and undertake any cleanup,
removal, remedial or other action necessary to remove and clean up all Materials
of Environmental Concern from any of its properties, in accordance with the
requirements of all Environmental Laws; provided, however, that neither
the Company nor any of its Subsidiaries shall be required to undertake any such
cleanup, removal, remedial or other action to the extent that its obligation to
do so is being contested in good faith and by proper proceedings and appropriate
reserves are being maintained with respect to such circumstances in accordance
with GAAP.

       

      
        
           

        

        
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      Section
8.12             Further
Assurances.  (a)  General
Assurances.  Promptly upon request by the Administrative Agent,
or any Lender through the Administrative Agent, (i) correct any material
defect or error that may be discovered in any Credit Document or in the
execution, acknowledgment, filing or recordation thereof, and (ii) do,
execute, acknowledge, deliver, record, re-record, file, re-file, register and
re-register any and all such further acts, deeds, certificates, assurances and
other instruments as the Administrative Agent, or any Lender through the
Administrative Agent, may reasonably require from time to time in order to
(A) carry out more effectively the purposes of the Credit Documents,
(B) to the fullest extent permitted by applicable law, subject any Credit
Party’s properties, assets, rights or interests to the Liens now or hereafter
intended to be covered by any of the Collateral Documents, (C) perfect and
maintain the validity, effectiveness and priority of any of the Collateral
Documents and any of the Liens intended to be created thereunder and
(D) assure, convey, grant, assign, transfer, preserve, protect and confirm
more effectively unto the Secured Parties the rights granted or now or hereafter
intended to be granted to the Secured Parties under any Credit Document or under
any other instrument executed in connection with any Credit Document to which
any Credit Party is or is to be a party, and if and to the extent necessary,
cause each of its Subsidiaries to do so.

       

      (b)           Account Control
Agreements.  Within 60 days after the Closing Date or such
longer period as may be agreed by the Administrative Agent, the Company shall
deliver to the Administrative Agent an effective account control agreement (an
“Account Control
Agreement”) in the case of any item of Collateral in which perfection of
a Security Interest or other Lien by means of control requires an agreement with
a Person other than a Lender or a Credit Party otherwise required to be
delivered pursuant to Section 7.1(a)(ii) but for the fact that such Account
Control Agreement could not be delivered to the Administrative Agent on the
Closing Date after the Company’s use of commercially reasonable efforts to do
so.

       

      (c)           Certain
Subsidiaries.  If the Company is unable after the use of
commercially reasonable efforts to deliver on the Closing Date Collateral
Documents otherwise required to be delivered under Section 7.1(a)(ii)
covering shares of the outstanding capital stock of Burns Aerospace Europe
S.A.R.L., CMP SAS, C2 Composites Limited, Jay Cee Fasteners Corp., NYF Corp.,
NYFCZ S.R.O. and NYF Poska Sp.z.o.o, the Company shall deliver such Collateral
Documents within 60 days after the Closing Date or such longer period as
may be agreed by the Administrative Agent.

       

      ARTICLE
IX

      NEGATIVE
COVENANTS

       

      The
Company hereby agrees that it shall not, and shall not permit any of its
Subsidiaries to, directly or indirectly so long as the Commitments remain in
effect or any Loan or Revolving L/C Obligation remains outstanding and unpaid,
any amount remains available to be drawn under any Letter of Credit or any other
amount (other than any Unmatured Surviving Obligations) is owing to any Lender,
any Agent or the Issuing Lenders hereunder (it being understood that each of the
permitted exceptions to each covenant in this Article IX is in addition to,
and not overlapping with, any other of such permitted exceptions in such
covenant except to the extent expressly provided):

       

      
        
           

        

        
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      Section
9.1               Financial Condition
Covenants.  (a)
Consolidated Total
Indebtedness to Consolidated EBITDA.  Permit for any period of
four consecutive fiscal quarters ending during any period listed below the ratio
(the “Total Leverage
Ratio”) of (i) (A) Consolidated Total Indebtedness as of the end of
such period minus (B) Cash on Hand of the Company and its Consolidated
Subsidiaries to (ii) Consolidated EBITDA for such period to be more than
the ratio set forth opposite such period below:

       

      
        	
                
                  Fiscal
      Quarter Ended During Period

                

              	
                 

              	
                
                  Ratio

                

              
	
                Closing
      Date through December 31, 2009

              	 	
                4.25
      to 1.00

              
	
                March 31,
      2010 and thereafter

              	 	
                4.00
      to 1.00

              


      

      


      (b)           Interest Coverage
Ratio.  Permit for any period of four consecutive fiscal
quarters ending during any period listed below, the ratio (the “Interest Coverage
Ratio”) of (i) Consolidated EBITDA for such period to
(ii) Consolidated Cash Interest Expense to be less than the ratio set forth
opposite such period below:

       

      
        	
                
                  Fiscal
      Quarter Ended During Period

                

              	 	
                
                  Ratio

                

              
	
                Closing
      Date through December 31, 2009

              	 	
                2.25
      to 1.00

              
	
                March 31,
      2010 and thereafter

              	 	
                2.50
      to 1.00

              


      

      


      Section
9.2                Indebtedness.  Create,
incur, assume or suffer to exist any Indebtedness, except:

       

      (a)           Indebtedness
of the Company in connection with the Letters of Credit and this
Agreement;

       

      (b)           Indebtedness
of (i) the Company to any Subsidiary; provided that all
such Indebtedness shall be subordinated to the Finance Obligations on the terms
and conditions set forth in Exhibit G, and (ii) any Subsidiary to the
Company or any other Subsidiary to the extent the Indebtedness referred to in
this clause 9.2(b)(ii) evidences a loan or advance permitted under
Section 9.7;

       

      (c)           Indebtedness
of the Company evidenced by the Senior Notes;

       

      (d)           Indebtedness
in respect of derivative contracts permitted by Section 9.11;

       

      (e)           Indebtedness
consisting of reimbursement obligations under surety, indemnity, performance,
release and appeal bonds and guarantees thereof and letters of credit required
in the ordinary course of business or in connection with the enforcement of
rights or claims of the Company or its Subsidiaries, in each case to the extent
a Letter of Credit supports in whole or in part the obligations of the Company
and its Subsidiaries with respect to such bonds, guarantees and letters of
credit;

       

      
        
           

        

        
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      (f)           Indebtedness
of the Company incurred to finance the acquisition, construction or improvement
of any fixed or capital assets, including capital lease obligations, and any
Indebtedness assumed in connection with the acquisition of any such assets or
secured by a Lien on any such assets prior to the acquisition thereof, and any
extension or renewal thereof, provided that
(A) such Indebtedness is incurred prior to or within 90 days after
such acquisition or the completion of such construction or improvement and
(B) the aggregate principal amount of Indebtedness permitted by this
paragraph (f) shall not at any time exceed the greater of
(x) $100,000,000 and (y) 3.25% of Consolidated Total Assets as of the
last day of the fiscal quarter ending immediately preceding the date of
determination for which the relevant financial information has been delivered to
the Lenders pursuant to Section 8.1 or 8.2, as applicable;

       

      (g)           Indebtedness
owed to a seller in a Permitted Acquisition or a Permitted Joint Venture or to a
buyer in a disposition permitted under clause (e) or (f) of
Section 9.6 that (i) relates to customary post-closing adjustments
with respect to accounts receivable, accounts payable, net worth and/or similar
items typically subject to post-closing adjustments in similar transactions, and
are outstanding for a period of one (1) year or less following the creation
thereof or (ii) relates to customary indemnities granted to the seller or
buyer in the transaction;

       

      (h)           other
Indebtedness of the Company incurred in the ordinary course of business in an
aggregate principal amount not to exceed $100,000,000 at any time;

       

      (i)           existing
Indebtedness of the Company or any of its Subsidiaries listed on
Schedule 9.2 hereto including any extension or renewals or refinancing
thereof, provided the
principal amount thereof is not increased;

       

      (j)           unsecured
Indebtedness of the Company (i) the principal of which is not required to
be repaid, in whole or in part, before the first anniversary of the later of the
Revolving Credit Termination Date, the Tranche B Term Loan Maturity Date or
the final maturity date of any Additional Term Loans, (ii)  that is
subordinated in right of payment to the Company’s indebtedness, obligations, and
liabilities to the Lenders under the Credit Documents pursuant to payment and
subordination provisions satisfactory in form and substance to the
Administrative Agent, (iii) is issued pursuant to credit documents having
covenants and events of default that are no less favorable, including with
respect to rights of acceleration, taken as a whole, to the Company than the
terms hereof or are otherwise reasonably satisfactory in form and substance to
the Administrative Agent, and (iv) if, after giving effect to the
incurrence thereof and the application of the proceeds thereof on a pro forma
basis, the Company is in compliance with Section 9.1;

       

      (k)           senior
unsecured Indebtedness of the Company:  (i) the principal of
which is not required to be repaid, in whole or in part, before the first
anniversary of the later of the Revolving Credit Termination Date, the
Tranche B Term Loan Maturity Date or the final maturity date of any
Additional Term Loans; (ii) which is issued pursuant to documents having
covenants and events of default that are no less favorable, including with
respect to rights of acceleration, taken as a whole, to the Company than the
terms hereof and the terms of the Senior Notes as in effect on the Effective
Date; (iii) if, after giving effect to the incurrence thereof and the
application of the proceeds thereof, the Company is in compliance with
Section 9.1 and the Secured Leverage Ratio of the Company and its
Consolidated Subsidiaries is less than 2.75 to 1.00, in each case calculated on
a pro forma basis as of the last day of the fiscal quarter ending immediately
preceding the date of the incurrence of any such senior unsecured Indebtedness
for which the relevant financial information has been delivered to the Lenders
pursuant to Section 8.1 or 8.2, as applicable, giving effect to the
incurrence of such senior unsecured Indebtedness as if it had been made on the
first day of the Measurement Period ending on the last day of such fiscal
quarter; and (iv) the Net Proceeds of which (A) are deposited on the
date of receipt and are retained, until applied, in an account with the
Collateral Agent as Collateral for the benefit of the Secured Parties to secure
the Obligations over which the Collateral Agent has the sole control and
exclusive right of withdrawal (or otherwise are deposited in one or more deposit
or securities accounts subject to control agreements legally effective to create
a valid and perfected first priority continuing security interest in favor of
the Collateral Agent for the benefit of the Secured Parties to secure the
Obligations) and (B) are applied (x) to fund Permitted Acquisitions or
(y) otherwise to the repayment of senior unsecured Indebtedness of the
Company or one or more of its Subsidiaries which complies with
clauses (i) through (iv) of this paragraph (k) or Indebtedness of
the Company or one or more of its Subsidiaries which is secured by any Lien on
any property or assets of the Company or one or more of its Subsidiaries;
and

       

      
        
           

        

        
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      (l)           Contingent
Obligations permitted by Section 9.4.

       

      Section
9.3             Limitation on
Liens.  Create,
incur, assume or suffer to exist any Lien upon any of its property, assets,
income or profits, whether now owned or hereafter acquired, or sign or file or
suffer to exist under the Uniform Commercial Code of any jurisdiction a
financing statement that names the  Company or any of its Subsidiaries
as debtor, or assign any accounts or other right to receive income,
except:

       

      (a)           Liens
for Taxes, assessments or other governmental charges not yet due and payable or
which are being contested in good faith and by appropriate proceedings if
adequate reserves with respect thereto are maintained on the books of the
Company or such Subsidiary, as the case may be, in accordance with
GAAP;

       

      (b)           carriers’,
warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other like
Liens arising in the ordinary course of business in respect of obligations which
do not, individually or in the aggregate, materially impair the use of any of
the assets or properties of the Company or any Subsidiary or which are not
overdue by more than 30 days or which are being contested in good faith and
by appropriate proceedings if adequate reserves with respect thereto are
maintained on the books of the Company or such Subsidiary, as the case may be,
in accordance with GAAP;

       

      (c)           pledges
or deposits in connection with workmen’s compensation, unemployment insurance
and other social security legislation;

       

      
        
           

        

        
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      (d)           easements,
right-of-way, zoning and similar restrictions and other similar encumbrances or
title defects incurred, or leases or subleases or licenses granted to others, in
the ordinary course of business, which, in the aggregate, are not substantial in
amount, and which do not in any case materially detract from the value of the
property subject thereto or do not interfere with or adversely affect in any
material respect the ordinary conduct of the business of the Company and its
Subsidiaries taken as a whole;

       

      (e)           Liens
in favor of the Collateral Agent for the benefit of the Secured Parties pursuant
to the Credit Documents and bankers’ liens arising by operation of
law;

       

      (f)           Liens
on assets of entities or Persons which become Subsidiaries of the Company after
the date hereof; provided that such
Liens exist at the time such entities or Persons become Subsidiaries and are not
created in anticipation thereof, it being understood that, to the extent
necessary to ensure that Qualified Domestic Assets at the time have a book value
at least equal to the Minimum Qualified Domestic Asset Amount at such time,
(A) any such assets shall be transferred to the Company or one or more
Wholly-Owned Domestic Subsidiary Guarantors within 90 days of such
acquisition or (B) such entity or Person shall become a Credit Party in
accordance with Section 8.10 hereof.

       

      (g)           Liens
on documents of title and the property covered thereby securing Indebtedness in
respect of the Letters of Credit;

       

      (h)           Liens
in existence on the Closing Date and described in Schedule 9.3 and renewals
thereof in amounts not to exceed the amounts listed on such
Schedule 9.3;

       

      (i)           Liens
on assets acquired in connection with a Permitted Acquisition; provided that such
Liens (A) exist at the time of the Permitted Acquisition in question and
are not created in anticipation thereof, and (B) are not extended to cover
other assets of the Company or any of its Subsidiaries;

       

      (j)           any
leases or licenses of any intellectual property or intangible assets or entering
into any franchise agreement in the ordinary course of business;

       

      (k)           deposits
to secure the performance of bids, trade contracts (other than for borrowed
money), leases, licenses, statutory obligations, surety and appeal bonds,
performance bonds and other obligations of a like nature incurred in the
ordinary course of business;

       

      (l)           Liens
securing Indebtedness owing to the Company or any Subsidiary under
Section 9.2(b)(ii);

       

      (m)           Liens
on fixed or capital assets acquired, constructed or improved by the Company;
provided that
(i) such security interests secure only Indebtedness permitted by
Section 9.2(f), (ii) such security interests and the Indebtedness
secured thereby are incurred prior to or within 90 days after such
acquisition or the completion of such construction or improvement,
(iii) the Indebtedness secured thereby does not exceed the cost of
acquiring, constructing or improving such fixed or capital assets,
(iv) such security interests shall not apply to any other property or
assets of the Company or any Subsidiary, and (v) such security interests
shall not interfere with the security and priority of the Liens granted to the
Collateral Agent for the benefit of the Secured Parties;

       

      
        
           

        

        
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      (n)           Liens
to secure Indebtedness permitted under Section 9.2(h) if (i) no
Default or Event of Default has occurred and is continuing or would exist after
giving effect thereto, (ii) such Liens shall not attach to any Collateral
or interfere with the security and priority of the Liens granted to the
Collateral Agent for the benefit of the Secured Parties and (iii) the
Secured Leverage Ratio of the Company and its Consolidated Subsidiaries is less
than 2.75 to 1.00 (calculated on a pro forma basis as of the last day of the
fiscal quarter ending immediately preceding the date of the incurrence of such
Indebtedness for which the relevant financial information has been delivered to
the Lenders pursuant to Section 8.1 or 8.2, as applicable, giving effect to
the incurrence of such as if it had been made on the first day of the
Measurement Period ending on the last day of such fiscal quarter);

       

      (o)           judgment
liens in respect of judgments that do not constitute an Event of Default under
Section 10.1(h);

       

      (p)           Liens
arising from precautionary UCC filings or similar filings relating to Operating
Leases;

       

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

       

      (r)           Liens
on insurance proceeds securing the payment of financed insurance premiums (provided that such
Liens extend only to such insurance proceeds and not to any other property or
assets).

       

      No Liens
shall be permitted to exist, directly or indirectly (i) on the Collateral
(as defined in the Pledge Agreements), other than Liens created under the Pledge
Agreements and under clause (a) above, or (ii) except as permitted
under clauses (a), (f), (i) and (j) above, on material
trademarks.

       

      Section
9.4            Limitation on Contingent
Obligations.  Create,
incur, assume or suffer to exist any Contingent Obligation except:

       

      (a)           guarantees
of obligations to third parties made in the ordinary course of business in
connection with relocation of employees of the Company or any of its
Subsidiaries;

       

      (b)           guarantees
by the Company and its Subsidiaries incurred in the ordinary course of business
for an aggregate amount not to exceed $35,000,000 at any one time; provided, however, that any
such guarantee granted by a Subsidiary shall only be given in accordance with
Section 9.15 hereof;

       

      (c)           Contingent
Obligations existing on the Closing Date and described in Schedule 9.4
including any extensions or renewals thereof;

       

      
        
           

        

        
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      (d)           Contingent
Obligations in respect of derivative contracts permitted by
Section 9.11;

       

      (e)           Contingent
Obligations pursuant to the Credit Documents;

       

      (f)           guarantees
by the Company of (i) Indebtedness of its Subsidiaries permitted under
Section 9.2(g) and (ii) other obligations of Subsidiaries not
prohibited hereunder; and

       

      (g)           guarantees
by any Subsidiary of Indebtedness and other obligations of the Company or any
Subsidiary; provided that the
Indebtedness or obligations so guaranteed is either permitted pursuant to
Section 9.2 or not prohibited hereunder; and provided further that
any such guarantees shall only be given in accordance with Section 9.15
hereof.

       

      Section
9.5            Prohibition of Fundamental
Changes.  Enter
into any transaction of acquisition of, or merger or consolidation or
amalgamation with, any other Person (including any Subsidiary or Affiliate of
the Company or any of its Subsidiaries), or transfer all or substantially all of
its assets to any Subsidiary, or liquidate, wind up or dissolve itself (or
suffer any liquidation or dissolution), or engage in any type of business other
than of the same general type now conducted by it and those reasonably related
or incidental thereto, except for (a) any merger of any Subsidiary into
(i) the Company provided the Company
is the surviving entity or (ii)(A) any Domestic Subsidiary or (B) in the
case of a Foreign Subsidiary, any other Foreign Subsidiary; provided, in each
case, that if one of the parties has become a guarantor under this Agreement
pursuant to Section 8.10 or Section 9.15, such entity shall be the
surviving entity, and (b) liquidation or dissolution of any Subsidiary,
provided that
all assets of such Subsidiary are transferred to the Company or to a
Wholly-Owned Domestic Subsidiary Guarantor.

       

      Section
9.6             Prohibition on Sale of
Assets.  Convey,
sell, lease, assign, transfer or otherwise dispose of any of its property,
business or assets (including, without limitation, tax benefits, receivables and
leasehold interests), whether now owned or hereafter acquired
except:

       

      (a)           for
the sale or other disposition of any tangible personal property that, in the
reasonable judgment of the Company, has become uneconomic, obsolete or worn out,
and which is disposed of in the ordinary course of business;

       

      (b)           for
sales or other dispositions of inventory made in the ordinary course of business
and dispositions, assignments or abandonment of intellectual property in the
ordinary course of business;

       

      (c)           that
any Subsidiary of the Company may sell, lease, transfer or otherwise dispose of
any or all of its assets (upon voluntary liquidation or otherwise) to the
Company or make any investment permitted by Section 9.7;

       

      (d)           that
(i) any Foreign Subsidiary of the Company may sell, lease, transfer or
otherwise dispose of any or all of its assets (upon voluntary liquidation or by
merger, consolidation, transfer of assets, or otherwise) to the Company or a
Wholly-Owned Subsidiary of the Company, (ii) any Subsidiary of the Company
which is not a Credit Party may sell or otherwise dispose of, or part control of
any or all of, the capital stock of, or other equity interests in, any
Subsidiary of the Company to a Wholly-Owned Subsidiary of the Company, and
(iii) any Subsidiary of the Company which is not a Credit Party may sell or
otherwise dispose of, or part control of any or all of, the capital stock of, or
other equity interests in, any Subsidiary of the Company to a Wholly-Owned
Subsidiary of the Company which is a Credit Party; provided that in any
case such transfer shall not cause a Domestic Subsidiary to become a Foreign
Subsidiary;

       

      
        
           

        

        
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      (e)           for
the sale or other disposition by the Company or any of its Subsidiaries of any
assets described on Schedule 9.6 consummated after the Closing Date, provided that such
sale or other disposition shall be made for fair value on an arm’s-length
basis;

       

      (f)           for
the sale or other disposition by the Company or any of its Subsidiaries of other
assets consummated after the Closing Date, provided that
(i) such sale or other disposition shall be made for fair value on an
arm’s-length basis, (ii) the consideration for such sale or other
disposition consists of cash and Cash Equivalents, assets (other than capital
stock and equity interests) which can be employed in the same business as the
Company and its Subsidiaries are engaged in or a related business and promissory
notes and other debt obligations of the purchaser of the assets being sold or
disposed of, provided that not
more than 25% of the purchase price payable in connection with any such sale or
disposition shall be in the form of promissory notes or other debt obligations
of the purchaser of such assets; and (iii) the Net Proceeds from such sale
or other disposition shall be applied in accordance with the provisions of
Section 5.6;

       

      (g)           any
leases or licenses of property in the ordinary course of business;
and

       

      (h)           any
leases or licenses of any intellectual property or intangible assets or entering
into any franchise agreement in the ordinary course of business.

       

      The
Company and its Subsidiaries shall not convey, sell, lease, assign, transfer or
otherwise dispose of any material trademarks except as permitted by
clauses (e), (g) and (h) above.

       

      Section
9.7          Limitation on Investments,
Loans and Advances.  Make
any advance, loan, extension of credit or capital contribution to, or purchase
any stock, bonds, notes, debentures or other securities of, or any assets
constituting a business unit of, or make or maintain any other investment (each
and “Investment” and,
collectively, “Investments”) in, any
Person, except (subject to the final sentence of this Section 9.7) the
following:

       

      (a)           (i)
loans or advances in respect of intercompany accounts attributable to the
operation of the Company’s cash management system, (ii) loans or advances
by the Company to any Subsidiary for working capital needs so long as such loans
or advances constitute Indebtedness of the primary obligor that is not
subordinate to any other Indebtedness of such obligor and, if evidenced by a
promissory note, instrument or other writing, shall be pledged to the Collateral
Agent as a Pledged Note, and provided that the
aggregate outstanding principal amount of all such loans, when aggregated with
the aggregate amount of all Investments made by the Company in its Subsidiaries
pursuant to clause (b)(i) below, shall not exceed five percent (5%) of the
Consolidated Total Assets, and (iii) loans or advances to the Company which
are subordinated to the Finance Obligations on the terms and conditions set
forth in Exhibit G;

       

      
        
           

        

        
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      (b)           (i)
Investments by the Company in Subsidiaries of the Company that are not Credit
Parties other than any Foreign Subsidiary; provided that at all
times the aggregate amount of all such Investments, when taken together with the
aggregate amount of all outstanding loans and advances made pursuant to
clause (a)(ii) above, shall not exceed five percent (5%) of the
Consolidated Total Assets, and (ii) Investments by the Company in Foreign
Subsidiaries of the Company, provided that the
aggregate amount of all such investments (determined without regard to any
write-offs or write-downs thereof) shall not exceed $75,000,000 at any time
outstanding;

       

      (c)           Investments
by the Company or any of its Subsidiaries in Subsidiaries of the Company which
are Credit Parties;

       

      (d)           any
Domestic Subsidiary of the Company which is not a Credit Party may make
investments in the Company or any Domestic Subsidiary (by way of capital
contribution or otherwise), and any Foreign Subsidiary of the Company may make
investments in the Company or any other Foreign Subsidiary (by way of capital
contribution or otherwise);

       

      (e)           the
Company may invest in, acquire and hold cash and Cash Equivalents;

       

      (f)           the
Company or any of its Subsidiaries may make travel and entertainment advances
and relocation loans in the ordinary course of business to officers, employees
and agents of the Company or any such Subsidiary;

       

      (g)           the
Company or any of its Subsidiaries may make payroll advances in the ordinary
course of business;

       

      (h)           the
Company or any of its Subsidiaries may acquire and hold receivables owing to it,
if created or acquired in the ordinary course of business and payable or
dischargeable in accordance with customary trade terms (provided that nothing
in this clause (h) shall prevent the Company or any Subsidiary from
offering such concessionary trade terms, or from receiving such investments in
connection with the bankruptcy or reorganization of their respective suppliers
or customers or the settlement of disputes with such customers or suppliers
arising in the ordinary course of business, as management deems reasonable in
the circumstances);

       

      (i)           the
Company and its Subsidiaries may make investments in connection with asset sales
permitted by Section 9.6 or to which the Required Lenders
consent;

       

      (j)           investments,
loans and advances of the Company existing on the Closing Date and described in
Schedule 9.7;

       

      
        
           

        

        
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      (k)           so
long as no Default or Event of Default has occurred and is continuing or would
exist after giving effect to such transaction, the Company and its Subsidiaries
may make Permitted Acquisitions and investments in Permitted Joint Ventures,
provided that
(i) after giving effect thereto the Company shall be in compliance with the
covenants set forth in Section 9.1 (calculated on a pro forma basis as of
the last day of the fiscal quarter ending immediately preceding the effective
date of such Permitted Acquisition or other investment for which the relevant
financial information has been delivered to the Lenders pursuant to
Section 8.1 or 8.2, as applicable, giving effect to such Permitted
Acquisition or investment as if it had been made on the first day of the
Measurement Period ending on the last day of such fiscal quarter), (ii) the
Secured Leverage Ratio of the Company and its Consolidated Subsidiaries is less
than 2.75 to 1.00 (calculated on a pro forma basis as of the last day of the
fiscal quarter ending immediately preceding the effective date of such Permitted
Acquisition or other investment for which the relevant financial information has
been delivered to the Lenders pursuant to Section 8.1 or 8.2, as
applicable, giving effect to such Permitted Acquisition or investment as if it
had been made on the first day of the Measurement Period ending on the last day
of such fiscal quarter) and (iii) if any Person shall become a Domestic
Subsidiary of the Company by virtue of a Permitted Acquisition, then, unless all
or substantially all of the assets of such Person are transferred to the Company
(by merger of such Person with and into the Company or otherwise) within
90 days after the date such Person first become a Domestic Subsidiary of
the Company, the Company shall cause such Person to become a Credit Party (and
its assets to become Qualified Domestic Assets) and shall cause each such Person
to comply with the requirements set forth in Section 8.10(a)(i) through
(vi);

       

      (l)           Investments
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

       

      (m)           Investments
of the type contemplated by paragraphs (a) and (b) of this Section 9.7 if
after giving effect thereto (i) no Default or Event of Default has occurred
or would occur after giving effect thereto, (ii) the Company is in
compliance with the Total Leverage Ratio and the Interest Coverage Ratio at the
respective levels applicable thereto at such time in accordance with
Section 9.1, as each such ratio so specified is reduced (in the case of
Section 9.1(a)) or increased (in the case of Section 9.1(b)) by .50 to
1.00 from the applicable levels set forth in Section 9.1, and the Secured
Leverage Ratio of the Company and its Consolidated Subsidiaries is less than
2.50 to 1.00, in each case calculated on a pro forma basis as of the last day of
the fiscal quarter ending immediately preceding the date of each such Investment
for which the relevant financial information has been delivered to the Lenders
pursuant to Section 8.1 or 8.2, as applicable, giving effect to such
Investment as if it had been made on the first day of the Measurement Period
ending on the last day of such fiscal quarter, and (iii) the aggregate
amount of such Investments does not exceed the Available Amount.

       

      In no case
shall the Company or any of its Subsidiaries make any advance, loan, extension
of credit or capital contribution to, or purchase any stock, bonds, notes,
debentures or other securities of, or any assets constituting a business unit
of, or make or maintain any other Investment in, any Person (other than one or
more Foreign Subsidiaries solely to the extent permitted under
Section 9.7(b)(ii)) if after giving effect thereto (i) Qualified
Domestic Assets do not have a book value at least equal to the Minimum Qualified
Domestic Asset Amount or (ii) one or more Subsidiaries which are not at the
time Wholly-Owned Domestic Subsidiary Guarantors (excluding ATS and ALC if and
only so long as they do not collectively own assets having a book value in
excess of the Allowed Exclusion Amount) individually or collectively own assets
having a book value exceeding the product of (i) 7.5% (expressed as a
decimal) multiplied by (ii) the aggregate book value of Consolidated Total
Domestic Assets.

       

      
        
           

        

        
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      Section
9.8           Capital
Expenditures.  Make
or commit to make Capital Expenditures in any fiscal year exceeding
$75,000,000.  Capital Expenditures permitted to be made during a
fiscal year pursuant to the terms hereof, if not expended in the year for which
it is permitted, may be carried over for expenditure in the next following year
and any amounts so carried over shall be deemed to be the first amounts expended
in such following year, provided that,
subject to compliance with Section 5.6, Capital Expenditures in excess of
the amount set forth above may be made with Net Proceeds of Asset Sales,
Condemnation Awards and Insurance Proceeds.

       

      Section
9.9           Limitation on
Dividends.  Declare
any dividends on any shares of any class of stock, or make any payment on
account of, or set apart assets for a sinking or other analogous fund for, the
purchase, redemption, retirement or other acquisition of any shares of any class
of stock, whether now or hereafter outstanding, or make any other distribution
in respect thereof, either directly or indirectly, whether in cash or property
or in obligations of the Company or any of its Subsidiaries; except
that:

       

      (a)           Subsidiaries
may pay dividends directly or indirectly to the Company or to Wholly-Owned
Domestic Subsidiaries and Foreign Subsidiaries may pay dividends directly or
indirectly to Foreign Subsidiaries which are directly or indirectly wholly-owned
by the Company;

       

      (b)           the
Company and its Subsidiaries may pay or make dividends or distributions to any
holder of its capital stock in the form of additional shares of capital stock of
the same class and type;

       

      (c)           the
Company may effect one or more Qualified Stock Repurchases if (i) no
Default or Event of Default has occurred or would occur after giving effect
thereto and (ii) (x) with respect to Qualified Stock Repurchases for an
aggregate consideration, together with the aggregate of all amounts paid under
Section 9.12(a)(v)(C)(x), not exceeding $150,000,000 in the aggregate, the
Company shall be in compliance with the covenants set forth in Section 9.1
and (y) with respect to Qualified Stock Repurchases funded with any
Available Amount, (1) the Company shall be in compliance with the covenants set
forth in Section 9.1 and (2) the Secured Leverage Ratio of the Company and
its Consolidated Subsidiaries is less than 2.75 to 1.00, in each case calculated
on a pro forma basis as of the last day of the fiscal quarter ending immediately
preceding the date of any such Qualified Stock Repurchase for which the relevant
financial information has been delivered to the Lenders pursuant to
Section 8.1 or 8.2, as applicable, giving effect to such Qualified Stock
Repurchase as if it had been made on the first day of the Measurement Period
ending on the last day of such fiscal quarter; and

       

      (d)           so
long as no Default or Event of Default has occurred or would occur after giving
effect to such declaration or payment, the Company may declare and pay cash
dividends or distributions to any holders of its Equity Interests, provided that, after
giving effect thereto the Company (i) is in pro forma compliance with the
Total Leverage Ratio and the Interest Coverage Ratio at the respective levels
applicable thereto at such time in accordance with Section 9.1, as each
such ratio so specified is reduced (in the case of Section 9.1(a)) or
increased (in the case of Section 9.1(b)) by .50 to 1.00 from the
applicable levels set forth in Section 9.1, (ii) the Secured Leverage
Ratio of the Company and its Consolidated Subsidiaries is less than 2.50 to
1.00, in each case calculated on a pro forma basis as of the last day of the
fiscal quarter ending immediately preceding the effective date of such cash
dividend or distribution for which the relevant financial information has been
delivered to the Lenders pursuant to Section 8.1 or 8.2, as applicable,
giving effect to such cash dividend or distribution as if it had been made on
the first day of the Measurement Period ending on the last day of such fiscal
quarter, and (iii) the aggregate amount of such dividends and distributions
does not exceed the Available Amount.

       

      
        
           

        

        
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      Section
9.10          Transaction with
Affiliates.  Enter
into after the date hereof any transaction, including, without limitation, any
purchase, sale, lease or exchange of property or the rendering of any service,
with any Affiliate except (a) for transactions which are otherwise
permitted under this Agreement and which are in the ordinary course of the
Company’s or a Subsidiary’s business and which are upon fair and reasonable
terms no less favorable to the Company or such Subsidiary than it would obtain
in a hypothetical comparable arm’s length transaction with a Person not an
Affiliate, or (b) as permitted under Sections 9.2(b) and (i),
Section 9.3(l), Sections 9.4(a), (c), (f) and (g), Section 9.5,
Section 9.6(c) and (d), Section 9.7 and Section 9.9,
(c) transactions among the Company and its Wholly-Owned Subsidiaries not
prohibited under this Agreement or (d) as set forth on Schedule 9.10;
provided that
nothing in this Section 9.10 shall prohibit the Company or its Subsidiaries
from engaging in the following transactions:  (x) the performance
of the Company’s or any Subsidiary’s obligations under any employment contract,
collective bargaining agreement, employee benefit plan, related trust agreement
or any other similar arrangement heretofore or hereafter entered into in the
ordinary course of business, (y) the payment of compensation to employees,
officers, directors or consultants in the ordinary course of business or
(z) the maintenance of benefit programs or arrangements for employees,
officers or directors, including, without limitation, vacation plans, health and
life insurance plans, deferred compensation plans, and retirement or savings
plans and similar plans, in each case, in the ordinary course of
business.

       

      Section
9.11           Derivative
Contracts.  Enter
into any foreign currency exchange contracts, interest rate swap arrangements or
other derivative contracts or transactions, other than such contracts,
arrangements or transactions entered into in the ordinary course of business for
the purpose of hedging (i) any asset or obligation of the Company or any of
its Subsidiaries with respect to their operations outside of the United States,
(ii) the interest rate or currency exposure of the Company or any of its
Subsidiaries, and (iii) the purchase requirements of the Company or any of
its Subsidiaries with respect to raw materials and inventory.

       

      Section
9.12            Other
Indebtedness.  (a) 
Prepayments and
Repayments of Indebtedness.  Prepay, redeem, purchase, acquire,
defease or otherwise satisfy prior to the scheduled maturity thereof in any
manner, or make any payment in violation of any subordination terms of, any
Indebtedness, except for:  (i) the repayment of the Obligations
in accordance with this Agreement; (ii) the repayment to one or more Cash
Management Banks of Cash Management Obligations in accordance with one or more
Cash Management Agreements; (iii) the repayment to one or more Hedge Banks
of Swap Obligations in accordance with one or more Swap Contracts;
(iv) regularly scheduled or required repayments or redemptions of
non-subordinated Indebtedness permitted under Section 9.2; and
(v) optional payments and prepayments of Indebtedness permitted under
Section 9.2 if, after giving effect thereto, (A) no Default or Event
of Default has occurred or would occur after giving effect to such payment or
prepayment, (B) the aggregate amount of all such payments and prepayments
made from and after the Effective Date, when taken together with the aggregate
consideration paid or payable for all Qualified Stock Repurchases made from and
after June 11, 2008 under Section 9.9(c)(ii)(x), does not exceed
$150,000,000 as such amount may be increased by any Available Amount and
(C) (x) with respect to all such payments and prepayments up to an
aggregate amount, together with the aggregate consideration paid or payable for
all Qualified Stock Repurchases made from and after June 11, 2008 under
Section 9.9(c)(ii)(x), not exceeding $150,000,000, the Company shall be in
compliance with the covenants set forth in Section 9.1 and (y) with
respect to of all such payments and prepayments made with any Available Amount,
(1) the Company shall be in compliance with the covenants set forth in
Section 9.1 and (2) the Secured Leverage Ratio of the Company and its
Consolidated Subsidiaries is less than 2.75 to 1.00, in each case calculated on
a pro forma basis as of the last day of the fiscal quarter ending immediately
preceding the effective date of such payment or prepayment for which the
relevant financial information has been delivered to the Lenders pursuant to
Section 8.1 or 8.2, as applicable, giving effect to such payment or
prepayment as if it had been made on the first day of the Measurement Period
ending on the last day of such fiscal quarter.

       

      
        
           

        

        
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      (b)           Senior Notes
Documents.  Waive or otherwise relinquish any of its rights or
causes of action arising under or arising out of the terms of the Senior Notes
or consent to any amendment, modification or supplement to the terms of the
Senior Notes or the Senior Note Documents that is adverse to the interests of
the Lenders except with the consent of the Required Lenders.

       

      Section
9.13             Fiscal
Year.  Permit
the fiscal year of the Company to end on a day other than December 31,
unless the Company shall have given at least 45 days prior written notice
to the Administrative Agent and the Company and the Required Lenders have agreed
on appropriate revisions to Section 9.8 to reflect such a change in fiscal
year.

       

      Section
9.14              Amendment of Organizational
Documents.  Amend
any of its or any of its Subsidiary’s Organization Documents in a manner
materially adverse to the interests of the Administrative Agent or the Lenders,
without the  prior written consent of the Required
Lenders.

       

      Section
9.15               Limitation on
Guarantees.  The
Company will not permit any Subsidiary to, directly, or indirectly, incur or
assume any guarantee of any Indebtedness of any other entity, unless such
Subsidiary is already a Credit Party or contemporaneously therewith, effective
provision is made to guarantee the Finance Obligations equally and ratably with
(or on a senior secured basis to, if applicable) such other Indebtedness for so
long as such other Indebtedness is so guaranteed.  Any guarantee
required to be given under this Section 9.15 shall be pursuant to the
Guaranty or another similar agreement in form and substance satisfactory to the
Administrative Agent.

       

      
        
           

        

        
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      Section
9.16                Independence of
Covenants.  All
covenants contained herein shall be given independent effect so that if a
particular action or condition is not permitted by any of such covenants, the
fact that such action or condition would be permitted by an exception to, or
otherwise be within the limitations of, another covenant shall not avoid the
occurrence of a Default if such action is taken or condition
exists.

       

      ARTICLE
X

      EVENTS
OF DEFAULT

       

      Section
10.1                 Events of
Default.  Upon
the occurrence of any of the following events:

       

      (a)           the
Company shall fail (i) to pay any principal of any Loan when due in
accordance with the terms hereof or thereof or to reimburse the Issuing Lender
in accordance with Section 4.6 or (ii) to pay any interest on any Loan
or any other amount payable hereunder within three Business Days after any such
interest or other amount becomes due in accordance with the terms thereof or
hereof; or

       

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

       

      (c)           the
Company shall default in the observance or performance of any agreement
contained in Sections 8.1, 8.2, 8.8, 8.9, 8.10, or Article IX of this
Agreement, provided that, with
respect to any default in the observance or performance of any agreement
contained in Sections 8.2(c) through (e), 8.8 and 8.9(ii) through (vi),
such default shall continue unremedied for a period of 10 days;
or

       

      (d)           any
Credit Party shall default in the observance or performance of any other term,
covenant, or agreement contained in any Credit Document, and such default shall
continue unremedied for a period of 30 days; or

       

      (e)           the
Company or any of its Subsidiaries shall (i) default in any payment of
principal of or interest on any Indebtedness (other than the Loans, the
Revolving L/C Obligations and any intercompany debt (which, if any such
intercompany debt consists of loans or advances to the Company or to one or more
Subsidiary Guarantors, is subordinated to the Finance Obligations on the terms
and conditions set forth in Exhibit G)) or in the payment of any Contingent
Obligation, beyond the period of grace, if any, provided in the instrument or
agreement under which such Indebtedness or Contingent Obligation was created; or
(ii) default in the observance or performance of any other agreement or
condition relating to any such Indebtedness or Contingent Obligation or
contained in any instrument or agreement evidencing, securing or relating
thereto, or any other event shall occur or condition exist, the effect of which
default or other event or condition is to cause, or to permit the holder or
holders of such Indebtedness or beneficiary or beneficiaries of such Contingent
Obligation (or a trustee or agent on behalf of such holder or holders or
beneficiary or beneficiaries) to cause, with the giving of notice if required,
such Indebtedness to become due prior to its stated maturity, any applicable
grace period having expired, or such Contingent Obligation to become payable,
any applicable grace period having expired, provided that the
aggregate principal amount of all such Indebtedness and Contingent Obligations
which would then become due or payable as described in this Section 10.1(e)
would equal or exceed $25,000,000; or

       

      
        
           

        

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

       

      (g)           (i)
any “accumulated funding deficiency” (as defined in Section 302 of ERISA),
whether or not waived, shall exist with respect to any Single Employer Plan,
(ii) a Reportable Event (other than a Reportable Event with respect to
which the 30-day notice requirement under Section 4043 of ERISA has been
waived) shall occur with respect to, or proceedings to have a trustee appointed
shall commence with respect to, or a trustee shall be appointed to administer or
to terminate, any Single Employer Plan, which Reportable Event or institution of
proceedings or appointment of a trustee is, in the reasonable opinion of the
Required Lenders, likely to result in the termination of such Plan for purposes
of Title IV of ERISA, and, in the case of a Reportable Event, such
Reportable Event shall continue unremedied for ten days after notice of such
Reportable Event pursuant to Section 4043(a), (c) or (d) of ERISA is
given and, in the case of the institution of proceedings, such proceedings shall
continue for ten days after commencement thereof or (iii) any Single
Employer Plan shall terminate for purposes of Title IV of ERISA; and in
each case in clauses (i) through (iii) above, such event or condition,
together with all other such events or conditions relating to such Single
Employer Plans, if any, could reasonably be expected to subject the Company or
any of its Subsidiaries to any tax, penalty or other liabilities which,
individually or in the aggregate could reasonably be expected to have a Material
Adverse Effect; or

       

      
        
           

        

        
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      (h)           one
or more judgments or decrees shall be entered against the Company or any of its
Subsidiaries involving in the aggregate a liability (not paid or fully covered
by insurance or indemnity) of $25,000,000 or more to the extent that all such
judgments or decrees shall not have been vacated, discharged, stayed or bonded
pending appeal within the time required by the terms of such judgment;
or

       

      (i)           except
as contemplated by this Agreement, any guarantee of this Agreement given
pursuant to the terms hereof shall cease, for any reason, and in any material
respect, to be in full force and effect or any Credit Party shall so assert in
writing; or

       

      (j)           except
as contemplated by this Agreement or as provided in Section 12.1, any
Credit Party shall breach any covenant or agreement contained in any Collateral
Document with the effect that such Collateral Document shall cease to be in full
force and effect or the Lien granted thereby shall cease to be a first priority
Lien or any Collateral Document shall assert in writing that any Collateral
Document is no longer in full force and or effect or the Lien granted thereby is
no longer a first priority Lien; or

       

      (k)           a
Change of Control shall occur;

       

      then, and
in any such event, (i) if such event is an Event of Default with respect to
the Company specified in clause (i) or (ii) of paragraph (f)
above, automatically (A) the Commitments and the Issuing Lender’s
obligation to issue Letters of Credit shall immediately terminate and the Loans
hereunder (with accrued interest thereon) and all other amounts owing under this
Agreement and the Loans shall immediately become due and payable, (B) all
obligations of the Company in respect of the Letters of Credit, although
contingent and unmatured, shall become immediately due and payable and the
Issuing Lender’s obligation to issue Letters of Credit shall immediately
terminate, and (C) and the obligation of the Company to Cash Collateralize the
Revolving L/C Obligations shall automatically become effective; and (ii) if
such event is any other Event of Default, so long as any such Event of Default
shall be continuing, either or both of the following actions may be
taken:  (A) with the consent of the Required Lenders, the
Administrative Agent may, or upon the request of the Required Lenders, the
Administrative Agent shall, by notice to the Company declare the Commitments and
the Issuing Lender’s obligation to issue Letters of Credit to be terminated
forthwith, whereupon the Commitments and such obligation shall immediately
terminate; and (B) with the consent of the Required Lenders, the
Administrative Agent may, or upon the request of the Required Lenders, the
Administrative Agent shall, by notice of default to the Company (x) declare
all or a portion of the Loans hereunder (with accrued interest thereon) and all
other amounts owing under this Agreement and the Loans to be due and payable
forthwith, whereupon the same shall immediately become due and payable, and
(y) declare all or a portion of the obligations of the Company in respect
of the Letters of Credit, although contingent and unmatured, to be due and
payable forthwith, whereupon the same shall immediately become due and payable
and/or demand that the Company discharge any or all of the obligations supported
by the Letters of Credit by paying or prepaying any amount due or to become due
in respect of such obligations.  All payments under this
Article X on account of undrawn Letters of Credit shall be made by the
Company directly to a cash collateral account established by the Administrative
Agent for such purpose for application to the Company’s reimbursement
obligations under Section 4.6 as drafts are presented under the Letters of
Credit, with the balance, if any, to be applied to the Company’s obligations
under this Agreement and the Loans as the Administrative Agent shall determine
with the approval of the Required Lenders.  Except as expressly
provided above in this Article X, presentment, demand, protest and all
other notices of any kind are hereby expressly waived.

       

      
        
           

        

        
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      ARTICLE
XI

      THE
SYNDICATION AGENTS, THE DOCUMENTATION AGENTS, THE ADMINISTRATIVE AGENT; THE
ISSUING LENDER

       

      Section
11.1            Appointment.  Each
Lender hereby irrevocably designates and appoints J.P. Morgan Securities Inc.,
UBS Securities LLC and Credit Suisse Securities (USA) LLC as the Syndication
Agents of such Lender under this Agreement and acknowledges that the Syndication
Agents, in their respective capacity as such, shall have no duties or
liabilities under the Credit Documents.  Each Lender hereby
irrevocably designates and appoints The Royal Bank of Scotland plc, Wells Fargo
Bank, N.A. and SunTrust Bank as the Documentation Agents of such Lender under
this Agreement and acknowledges that the Documentation Agents, in their
respective capacity as such, shall have no duties or liabilities under the
Credit Documents.  Each Lender hereby irrevocably designates and
appoints JPMCB as the Administrative Agent under this Agreement and irrevocably
authorizes JPMCB as Administrative Agent for such Lender to take such action on
its behalf under the provisions of the Credit Documents and to exercise such
powers and perform such duties as are expressly delegated to the Administrative
Agent by the terms of the Credit Documents, together with such other powers as
are reasonably incidental thereto.  Notwithstanding any provision to
the contrary elsewhere in this Agreement, none of the Agents shall have any
duties or responsibilities, except those expressly set forth herein, or any
fiduciary relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into the
Credit Documents or otherwise exist against any Agent.

       

      Section
11.2            Delegation of
Duties.  The
Administrative Agent may execute any of its duties under this Agreement and each
of the other Credit Documents by or through agents or attorneys-in-fact and
shall be entitled to advice of counsel concerning all matters pertaining to such
duties.  Without limiting the foregoing, the Administrative Agent may
appoint any of its affiliates as its agent to perform the functions of the
Administrative Agent hereunder relating to the advancing of funds to the Company
and distribution of funds to the Lenders and to perform such other related
functions of the Administrative Agent hereunder as are reasonably incidental to
such functions.  None of the Agents shall be responsible for the
negligence or misconduct of any agents or attorneys-in-fact selected by it with
reasonable care, except as otherwise provided in Section 11.3.

       

      Section
11.3             Exculpatory
Provisions.  Neither
any Agent nor any of its officers, directors, employees, agents,
attorneys-in-fact, Affiliates or Subsidiaries shall be (i) liable for any
action lawfully taken or omitted to be taken by it or such Person under or in
connection with the Credit Documents (except for its or such Person’s own gross
negligence or willful misconduct to the extent determined by a final,
nonappealable judgment of a court of competent jurisdiction), or
(ii) responsible in any manner to any of the Lenders for any recitals,
statements, representations or warranties made by any Credit Party or any
officer thereof contained in the Credit Documents or in any certificate, report,
statement or other document referred to or provided for in, or received by the
Agents under or in connection with, the Credit Documents or for the value,
validity, effectiveness, genuineness, enforceability or sufficiency of the
Credit Documents or for any failure of any Credit Party to perform its
obligations thereunder.  None of the Agents shall be under any
obligation to any Lender to ascertain or to inquire as to the observance or
performance of any of the agreements contained in, or conditions of, any Credit
Document, or to inspect the properties, books or records of any Credit
Party.

       

      
        
           

        

        
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      Section
11.4              Reliance by Syndication
Agents, Documentation Agents or Administrative Agent.  Any
Agent shall be entitled to rely, and shall be fully protected in relying, upon
any note, writing, resolution, notice, consent, certificate, affidavit, letter,
cablegram, telegram, telecopy, electronic message, statement, order or other
document or conversation believed by it to be genuine and correct and to have
been signed, sent or made by the proper Person or Persons and upon advice and
statements of legal counsel (including, without limitation, counsel to the
Company), independent accountants and other experts selected by any
Agent.  The Agents may deem and treat the payee of any Note as the
owner thereof for all purposes unless a written notice of assignment,
negotiation or transfer thereof shall have been filed with the
Agents.  The Agents shall be fully justified in failing or refusing to
take any action under any Credit Document unless it shall first receive such
advice or concurrence of the Required Lenders (or, where unanimous consent of
the Lenders is expressly required hereunder, such Lenders) as it deems
appropriate or it shall first be indemnified to its satisfaction by the Lenders
against any and all liability and expense which may be incurred by it by reason
of taking or continuing to take any such action.  The Agents shall in
all cases be fully protected in acting, or in refraining from acting, under any
Credit Document in accordance with a request of the Required Lenders, and such
request and any action taken or failure to act pursuant thereto shall be binding
upon all the Lenders and all future holders of the Notes.

       

      Section
11.5               Notice of
Default.  None
of the Agents shall be deemed to have knowledge or notice of the occurrence of
any Default or Event of Default hereunder unless such Agent has received written
notice from a Lender or the Company referring to this Agreement, describing such
Default or Event of Default and stating that such notice is a “notice of
default”.  In the event that any Agent receives such a notice, such
Agent shall promptly give notice thereof to the Lenders.  The
Administrative Agent shall take such action with respect to such Default or
Event of Default as shall be directed by the Required Lenders; provided that
(i) the Administrative Agent shall not be required to take any action that
exposes the Administrative Agent to liability or that is contrary to this
Agreement or applicable law and (ii) unless and until the Administrative
Agent shall have received such directions, the Administrative Agent may (but
shall not be obligated to) take such action, or refrain from taking such action,
with respect to such Default or Event of Default as it shall deem advisable in
the best interests of the Lenders.

       

      Section
11.6               Non-Reliance on Syndication
Agents, Documentation Agents, Administrative Agent and Other
Lenders.  Each
Lender expressly acknowledges that none of the Agents nor any of their
respective officers, directors, employees, agents, attorneys-in-fact,
Subsidiaries or Affiliates has made any representations or warranties to it and
that no act by any Agent hereafter taken, including any review of the affairs of
the Credit Parties, shall be deemed to constitute any representation or warranty
by such Agent to any Lender.  Each Lender represents to each Agent
that it has, independently and without reliance upon any Agent or any other
Lender, and based on such documents and information as it has deemed
appropriate, made its own appraisal of and investigation into the business,
operations, property, financial and other condition and creditworthiness of the
Credit Parties and made its own decision to make its Loans hereunder, issue and
participate in the Letters of Credit and enter into this
Agreement.  Each Lender also represents that it will, independently
and without reliance upon any Agent or any other Lender, and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit analysis, appraisals and decisions in taking or not taking
action under the Credit Documents, and to make such investigation as it deems
necessary to inform itself as to the business, operations, property, financial
and other condition and creditworthiness of the Credit
Parties.  Except for notices, reports and other documents expressly
required to be furnished to the Lenders by the Administrative Agent hereunder,
none of the Agents shall have any duty or responsibility to provide any Lender
with any credit or other information concerning the business, financial
condition, assets, liabilities, net assets, properties, results of operations,
value, prospects and other condition or creditworthiness of the Credit Parties
which may come into the possession of any Agent or any of its officers,
directors, employees, agents, attorneys-in-fact, Affiliates or
Subsidiaries.

       

      
        
           

        

        
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      Section
11.7             Indemnification.  The
Lenders severally agree to indemnify each of the Agents in its capacity as such
(to the extent not reimbursed by the Credit Parties and without limiting the
obligation of the Credit Parties to do so), ratably according to the respective
amounts of their respective Commitments (or, to the extent such Commitments have
been terminated, according to the respective outstanding principal amounts of
the Loans and obligations, and whether as Issuing Lender or a Participating
Lender, with respect to Letters of Credit), in each case determined as of the
time the applicable unreimbursed expense, obligation, loss or other amount is
sought, from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind whatsoever which may at any time (including without limitation at any time
following the payment of the Loans) be imposed on, incurred by or asserted
against any Agent in any way relating to or arising out of the Credit Documents
or any documents contemplated by or referred to herein or the transactions
contemplated hereby or any action taken or omitted by any Agent under or in
connection with any of the foregoing; provided that
(a) no Lender shall be liable for the payment of any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting solely from any Agent’s gross
negligence or willful misconduct as determined by a final non-appealable
judgment of a court of competent jurisdiction and (b) Lenders holding only
Tranche B Term Loans shall not be required to so indemnify in respect of
matters relating to Letters of Credit (with such indemnity being provided solely
by Lenders holding Revolving Credit Commitments).  The agreements
contained in this Section 11.7 shall survive the payment of all amounts
payable hereunder.

       

      Section
11.8             Syndication Agent,
Documentation Agent and Administrative Agent in its Individual
Capacity.  The
Agents and their Affiliates and Subsidiaries may make loans to, accept deposits
from and generally engage in any kind of business with the Credit Parties as
though each Agent were not each Agent hereunder.  With respect to its
Loans made or renewed by it and any Letter of Credit issued by or participated
in by it, each of the Agents shall have the same rights and powers, duties and
liabilities under the Credit Documents as any Lender and may exercise the same
as though it were not an Agent and the terms “Lender” and “Lenders” shall
include each Agent in its individual capacities.

       

      
        
           

        

        
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      Section
11.9             Successor Syndication Agent,
Documentation Agent or Administrative Agent.  Any
Agent may resign as Agent upon 30 days’ notice to the
Lenders.  The resignation of any Syndication Agent shall be effective
without any further act or deed on the part of the former Syndication
Agent.  The resignation of any Documentation Agent shall be effective
without any further act or deed on the part of the former Documentation
Agent.  If the Administrative Agent shall resign as Administrative
Agent under the Credit Documents, then the Required Lenders shall appoint from
among the Lenders a successor agent for the Lenders which successor agent shall
be approved by the Company (which approval shall not be unreasonably withheld)
whereupon such successor agent shall succeed to the rights, powers and duties of
the Administrative Agent and the term “Administrative Agent” shall mean such
successor agent effective upon its appointment, and the former Administrative
Agent’s rights, powers and duties as Administrative Agent shall be terminated,
without any other or further act or deed on the part of such former
Administrative Agent or any of the parties to this Agreement.  After
any retiring Agent’s resignation hereunder as Agent, the provisions of this
Article XI shall inure to its benefit as to any actions taken or omitted to
be taken by it while it was Agent under the Credit Documents.

       

      Section
11.10           Issuing Lender as Issuer of
Letters of Credit.  Each
Lender, each Syndication Agent and each Documentation Agent hereby acknowledges
that the provisions of this Article XI shall apply to the Issuing Lender,
in its capacity as issuer of any Letter of Credit, in the same manner as such
provisions are expressly stated to apply to the Administrative
Agent.

       

      ARTICLE
XII

      MISCELLANEOUS

       

      Section
12.1            Amendments and
Waivers.  No
Credit Document nor any terms thereof may be amended, supplemented, waived or
modified except in accordance with the provisions of this
Section 12.1.  With the written consent of the Required Lenders,
the Administrative Agent and the respective Credit Parties may, from time to
time, enter into written amendments, supplements or modifications to any Credit
Document for the purpose of adding any provisions to such Credit Document to
which they are parties or changing in any manner the rights of the Lenders or of
any such Credit Party or any other Person thereunder or waiving, on such terms
and conditions as the Administrative Agent may specify in such instrument, any
of the requirements of any such Credit Document or any Default or Event of
Default and its consequences; provided, however,
that:

       

      (i)           no
such waiver and no such amendment, supplement or modification shall
(A) extend the scheduled maturity of any Loan or scheduled installment of
any Term Loan or extend the expiry date of any Letter of Credit beyond the
Revolving Credit Termination Date, or reduce the rate or extend the time of
payment of interest thereon, or change the method of calculating interest
thereon, or reduce the amount or extend the time of payment of any fee payable
to the Lenders hereunder, or reduce or forgive the principal amount thereof, or
increase the amount of any Commitment of any Lender, without the consent of each
Lender directly affected thereby, or (B) amend, modify or waive any
provision of this Section 12.1 or the definitions of Required Lenders, or
alter the manner in which payments of principal, interest, or other amounts
hereunder shall be applied as among the Lenders in each respective Facility (in
which case, the written consent of each Lender to the respective Facility shall
be required), or change the percentage of the Lenders required to waive a
condition precedent under Section 7.1 or waive or amend any other provision
in any of the Credit Documents which by their terms require all Lenders’ consent
or consent to the assignment or transfer by any Credit Party of any of its
rights and obligations under any Credit Document, or amend, modify or change all
or any substantial part of the Collateral or pledged assets granted hereunder,
or amend, modify or change the guarantee obligations of any material guarantor
provided (or the requirement that they be so provided) hereunder, in each case,
without the written consent of each Lender (unless otherwise specified in
clause (B) of this clause (i));

       

      
        
           

        

        
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      (ii)           no
such waiver and no such amendment, supplement or modification shall amend or
waive (A) any mandatory prepayment of the Term Loans under Section 5.6
or (B) the provisions of this Section 12.1(ii) or the definition of
“Required Term Lenders” without in each case the written consent of the Required
Term Lenders; and

       

      (iii)           no
such waiver and no such amendment, supplement or modification shall amend,
modify or waive any provision of Article XI without the written consent of
the Agents and the Issuing Lender.

       

      Any such
waiver and any such amendment, supplement or modification described in this
Section 12.1 shall apply equally to each of the Lenders and shall be
binding upon each Credit Party, the Lenders, each Agent and all future holders
of the Loans.  No waiver, amendment, supplement or modification of any
Letter of Credit shall extend the expiry date thereof without the written
consent of the Participating Lenders.  In the case of any waiver, the
Company, the Lenders and each Agent shall be restored to their former position
and rights hereunder and under the outstanding Loans, and any Default or Event
of Default waived shall be deemed to be cured and not continuing; but no such
waiver shall extend to any subsequent or other Default or Event of Default, or
impair any right consequent thereon.

       

      Section
12.2              Notices.  (a)  All
notices, requests and demands to or upon the respective parties hereto to be
effective shall be in writing (including by telecopy), and, unless otherwise
expressly provided herein, shall be deemed to have been duly given or made when
delivered by hand, or three Business Days after being deposited in the mail,
postage prepaid, or, in the case of telecopy notice, when sent, confirmation of
receipt received, addressed as follows in the case of each Credit Party and the
Administrative Agent, and as set forth on its signature page hereto in the case
of any Lender, or to such other address as may be hereafter notified by the
respective parties hereto and any future holders of the Loans:

       

      
        
           

        

        
          104

          
            

          

        

        
           

        

      

      
        	
                 
      

              	
                The
      Company:

              	
                B/E
      Aerospace, Inc.

              


      

      
        	
                 
      

              	
                1400
      Corporate Center Way

              


      

      
        	
                 
      

              	
                Wellington,
      FL  33414

              


      

      
        	
                 
      

              	
                Attn:  Thomas
      P. McCaffrey, CFO

              


      

      
        	
                 
      

              	
                (or)

              


      

      
        	
                 
      

              	
                Edmund
      Moriarty, General Counsel

              


      

      
        	
                 
      

              	
                Telecopy:  (561)
      791-3966

              


      

       

      
        	
                 
      

              	
                With
      a copy to:

              	
                Shearman
      & Sterling LLP

              


      

      
        	
                 
      

              	
                599
      Lexington Avenue

              


      

      
        	
                 
      

              	
                New
      York, NY  10022

              


      

      
        	
                 
      

              	
                Attn:  Maura
      O’Sullivan, Esq.

              


      

      
        	
                 
      

              	
                E-mail:  mosullivan@shearman.com

              


      

      
        	
                 
      

              	
                Telecopy:  (646)
      848-7897

              


      

       

      
        	
                               
      The Administrative Agent, Collateral

              	
                JPMorgan
      Chase Bank, N.A.

              


      

      
        	
              	
                Agent
      and Issuing Lender:

              	
                1111
      Fannin Street, 10th Floor

              


      

      
        	
                 
      

              	
                Houston,
      TX 77002

              


      

      
        	
                 
      

              	
                Attn:  Denise
      Ramon

              


      

      
        	
                 
      

              	
                Loan
      & Agency Services

              


      

      
        	
                 
      

              	
                Fax:  713-750-2938

              


      

      
        	
                 
      

              	
                Tel:  713-750-7906

              


      

       

      
        	
                 
      

              	
                and

              


      

       

      
        	
                 
      

              	
                JPMorgan
      Chase Bank, N.A.

              


      

      
        	
                 
      

              	
                270
      Park Avenue

              


      

      
        	
                 
      

              	
                New
      York, NY  10017

              


      

      
        	
                 
      

              	
                Attn:  Matthew
      Massie

              


      

      
        	
                 
      

              	
                Credit
      Risk Management

              


      

      
        	
                 
      

              	
                Fax:  212-270-5100

              


      

      
        	
                 
      

              	
                Tel:  212-270-5432

              


      

       

      
        	
                               
      With a copy of any notice sent to

              	
                Fried,
      Frank, Harris, Shriver & Jacobson
LLP

              


      

      
        	
                               
      the Administrative Agent or to the

              	
                One
      New York Plaza

              


      

      
        	
                 
      

              	
                Issuing
      Lender to:

              	
                New
      York, NY  10004-1980

              


      

      
        	
                 
      

              	
                Attn:  Brian
      D. Murphy, Esq.

              


      

      
        	
                 
      

              	
                E-mail:  brian.murphy@friedfrank.com

              


      

      
        	
                 
      

              	
                Telecopy:  (212)
      859-4000

              


      

       

      provided that any
notice, request or demand to or upon the Administrative Agent or the Lenders
pursuant to Sections 4.3, 4.7, 5.1, 5.3, 5.4, 5.5, and 5.6 shall not be
effective until received and provided, further that the
failure to provide the copies of notices to the Company provided for in this
Section 12.2 shall not result in any liability to any Agent or any
Lender.

       

      
        
           

        

        
          105

          
            

          

        

        
           

        

      

      (b)           THE
PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.”  THE AGENT PARTIES
(AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMPANY
MATERIALS OR THE ADEQUACY OF THE PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR
ERRORS IN OR OMISSIONS FROM THE COMPANY MATERIALS.  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 ANY AGENT PARTY IN
CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM.  In no event
shall the Administrative Agent or any of its Related Parties (collectively,
“Agent
Parties”) or any Indemnified Person or its Related Parties have any
liability to the Company, any Lender or any other Person for losses, claims,
damages, liabilities or expenses of any kind (whether in tort, contract or
otherwise) arising out of any Credit Party’s or the Administrative Agent’s, an
Indemnified Person’s or its Related Parties’ transmission of Company Materials
through electronic telecommunications or other information transmission systems,
except for direct or “economic” (as such term is used in Title 18, United
States Code, Section 1030(g)) (as opposed to special, indirect,
consequential or punitive) losses, claims, damages, liabilities or expenses to
the extent that such losses, claims, damages, liabilities or expenses
(x) are determined by a court of competent jurisdiction by a final an
nonappealable judgment to have resulted from the gross negligence or willful
misconduct of such Agent Party, Indemnified Person or Related Party or
(y) result from a claim brought by the Company or any other Credit Party
against an Agent Party, an Indemnified Person or a Related Party for material
breach of such Agent Party’s, Indemnified Person’s or Related Party’s
obligations hereunder or under any other Credit Document in respect of Company
Materials made available through electronic telecommunications or other
information transmission systems, if the Company or such Credit Party has
obtained a final and nonappealable judgment in its favor on such claim as
determined by a court of competent jurisdiction; provided, however, that in no
event shall any Agent Party, Indemnified Person or Related Party have any
liability to the Company, any Lender or any other Person for indirect, special,
incidental, consequential or punitive damages (as opposed to such direct or
“economic” damages).

       

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

       

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

       

      Section
12.5           Payment of Expenses;
Indemnification.  (a)  The
Company agrees:

       

      (i)           to
pay or reimburse the Administrative Agent and the Initial Lenders for all of
their reasonable out-of-pocket costs and expenses incurred in connection with
the development, preparation, execution, delivery, administration, amendment,
waiver and modification of, the Credit Documents and any other documents
prepared in connection herewith, and the consummation of the transactions
contemplated hereby and thereby and the syndication of the Loans under this
Agreement, including, without limitation, the reasonable fees and disbursements
of counsel to the Administrative Agent and one counsel to the Initial Lenders,
subject to receipt of supporting documentation in reasonable
detail;

       

      
        
           

        

        
          106

          
            

          

        

        
           

        

      

      (ii)           to
pay or reimburse each Lender and each Agent for all their costs and expenses
incurred in connection with, and to pay, indemnify, and hold each Agent and each
Lender harmless from and against any and all other liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever arising out of or in connection
with, the enforcement or preservation of any rights (including in any workout
proceedings, restructuring, standstill or forbearance providing relief to the
Credit Parties) under any Credit Document and any such other documents,
including, without limitation, reasonable out-of-pocket fees and disbursements
of counsel to each Agent and each Lender (including, but not limited to,
reasonable fees and expenses of one counsel to the Initial Lenders and one local
counsel in each appropriate jurisdiction and expenses incurred in connection
with travel, courier, reproduction, printing and delivery expenses), incurred in
connection with the foregoing and in connection with advising the Administrative
Agent with respect to its rights and responsibilities under this Agreement and
the documentation relating thereto, subject to receipt of supporting
documentation in reasonable detail (it being agreed that the Agents and the
Lenders shall have the right to employ separate counsel and the Company shall
bear the reasonable out-of-pocket fees, costs, and expenses of such separate
counsel if (A) the use of the selected counsel would present such counsel
with a conflict of interest or (B) the actual or potential defendants in,
or targets of, any such action include both the Company and the Agents and/or a
Lender, and such Agent or Lender shall have reasonably concluded that there may
be legal defenses available to it that are different from or additional to those
available to the Company or any other such Person);

       

      (iii)           to
pay, indemnify, and to hold each Agent and each Lender harmless from, any and
all recording and filing fees and any and all liabilities with respect thereto,
or resulting from any delay in paying such recording and filing fees, if any,
which may be payable or determined to be payable in connection with the
execution and delivery of, or consummation of any of the transactions
contemplated by, or any amendment, supplement or modification of, or any waiver
or consent under or in respect of, any Credit Document and any such other
documents; and

       

      (iv)           to
pay, indemnify, and hold each Agent and each Lender (each, an “Indemnified Person”)
and their respective officers, directors, employees and agents (the officers,
directors, employees, trustees, advisors and agents of any Indemnified Person
are such Indemnified Person’s “Related Parties”)
harmless from and against any and all other actual out-of-pocket liabilities,
obligations, losses, damages (including punitive damages), penalties, fines,
actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever (including, without limitation, reasonable experts’ and
consultants’ fees and reasonable fees and disbursements of counsel and third
party claims for personal injury or real or personal property damage) which may
be incurred by or asserted against any Agent, the Lenders or the Related Parties
(x) arising out of or in connection with any investigation, litigation or
proceeding related to this Agreement, the other Credit Documents, the proceeds
of the Loans, or any of the other transactions contemplated hereby or thereby,
whether or not any Agent or any of the Lenders is a party thereto, (y) with
respect to any environmental matters, any environmental compliance expenses and
remediation expenses in connection with the presence, suspected presence,
release or suspected release of any Materials of Environmental Concern in or
into the air, soil, groundwater, surface water or improvements at, on, about,
under, or within the Properties, or any portion thereof, or elsewhere in
connection with the transportation of Materials of Environmental Concern to or
from the Properties, or (z) without limiting the generality of the
foregoing, by reason of or in connection with the execution and delivery or
transfer of, or payment or failure to make payments under, Letters of Credit (it
being agreed that nothing in this Section 12.5(iv)(z) is intended to limit
the Company’s obligations pursuant to Section 4.6);

       

      
        
           

        

        
          107

          
            

          

        

        
           

        

      

      (all the
foregoing, collectively, the “indemnified
liabilities”), provided that the
Company shall have no obligation hereunder with respect to indemnified
liabilities of any Indemnified Person or its Related Parties arising from the
gross negligence or willful misconduct of such Indemnified Person or its Related
Parties as determined by a final, non-appealable judgment of a court of
competent jurisdiction.

       

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

       

      (c)           The
agreements in this Section 12.5 shall survive repayment of the Loans and
all other amounts payable hereunder.

       

      (d)           All
amounts due under this Section 12.5 shall be payable promptly after written
demand therefor.

       

      Section
12.6              Successors and Assigns;
Participations; Purchasing Lenders.  (a)  This
Agreement shall be binding upon and inure to the benefit of the Company, the
Lenders, the Agents, all future holders of the Loans, and their respective
successors and assigns, except that the Company may not assign or transfer any
of its rights or obligations under this Agreement without the prior written
consent of each Lender.

       

      (b)           Any
Lender other than any Conduit Lender may, in the ordinary course of its business
and in accordance with applicable law, at any time sell to one or more banks or
other financial institutions or Lender Affiliates (“Participants”)
participating interests in any Loan owing to such Lender, any participating
interest of such Lender in the Letters of Credit, any Note held by such Lender,
any Commitment of such Lender or any other interest of such Lender hereunder and
under the other Credit Documents.  In the event of any such sale by a
Lender of participating interests to a Participant, such Lender’s obligations
under this Agreement to the other parties to this Agreement shall remain
unchanged, such Lender shall remain solely responsible for the performance
thereof, such Lender shall remain the holder of any such Loan for all purposes
under this Agreement and the other Credit Documents, the Company and the
Administrative Agent shall continue to deal solely and directly with such Lender
in connection with such Lender’s rights and obligations under this Agreement and
the other Credit Documents; provided, however, that such
Lender shall not, without the consent of the Participant, agree to any
amendment, waiver or other modification described in Section 12.1(i) that
affects such Participant.  The Company agrees that if amounts
outstanding under this Agreement and the Loans are due and unpaid, or shall have
been declared or shall have become due and payable upon the occurrence of an
Event of Default, each Participant shall be deemed to have the right of setoff
in respect of its participating interest in amounts owing under this Agreement
and any Loan to the same extent as if the amount of its participating interest
were owing directly to it as a Lender under this Agreement or any Loan; provided that such
Participant shall only be entitled to such right of setoff if it shall have
agreed in the agreement pursuant to which it shall have acquired its
participating interest to share with the Lenders the proceeds thereof, as
provided in Section 12.7.  The Company also agrees that each
Participant shall be entitled to the benefits of Sections 5.12, 5.19, 5.20,
5.21 and 5.23 with respect to its participation in the Letters of Credit and in
the Commitments and the Loans outstanding from time to time; provided that
(x) no Participant shall be entitled to receive any greater amount pursuant
to such Sections than the transferor Lender would have been entitled to receive
in respect of the amount of the participation transferred by such transferor
Lender to such Participant had no such transfer occurred, (y) each
Participant shall be subject to the provisions of paragraph (c) of
Section 5.20 and (z) a Participant that would be a Foreign Lender if
it were a Lender shall not be entitled to the benefits of Section 5.23
unless the Borrower is notified of the participation interest sold to such
Participant and such Participant agrees, for the benefit of the Company, to
comply with Section 5.23(e) as through it were a Lender.

       

      
        
           

        

        
          108

          
            

          

        

        
           

        

      

      (c)           Any
Lender other than any Conduit Lender may, in the ordinary course of its business
and in accordance with applicable law, with the prior written consent of the
Issuing Lender and the Swing Line Lender in the case of the Revolving Credit
Facility, at any time sell to any Lender or any Affiliate or Lender Affiliate
thereof (including any Affiliate or Subsidiary of such transferor Lender) and,
with the prior written consent of the Company (subject to the penultimate
sentence of this clause (c)) and the Administrative Agent (which in each
case shall not be unreasonably withheld, conditioned, or delayed), sell to one
or more additional banks or financial institutions (an “Assignee”), all or
any part of its rights and obligations under this Agreement, the Notes and the
other Credit Documents and, with respect to the Letters of Credit, such Lender’s
L/C Participating Interest, pursuant to an Assignment and Acceptance executed by
such Assignee, such assigning Lender (and by the Company, the Administrative
Agent, the Issuing Lender and the Swing Line Lender, to the extent their consent
is required), and delivered to the Administrative Agent for its acceptance and
recording in the Register; provided that
(A) each such sale pursuant to this Section 12.6(c) of a Lender’s
rights and obligations (i) to a Person which is not then a Lender or an
Affiliate or Lender Affiliate of a Lender shall be of the entire remaining
amount of the Assigning Lenders rights and obligations or, if less than such
entire remaining amount, of Commitments and/or Loans of $5,000,000 (or, in the
case of Tranche B Term Loan Commitments and Tranche B Term Loans,
$1,000,000) or more unless otherwise agreed by the Company and the
Administrative Agent; and (ii) to a Person which is then a Lender or an
Affiliate or Lender Affiliate of a Lender may be in any amount and shall not
require the consent of the Company or the Administrative Agent, and
(B) each Assignee which is a Foreign Lender shall comply with the
provisions of Section 5.23(e) hereof; and provided, further
that the foregoing shall not prohibit a Lender from selling participating
interests in accordance with Section 12.6(b) in all or any portion of its
Commitments and/or Loans (without duplication).  For purposes of
clauses (A) and (B) of the first proviso contained in the preceding
sentence, the amount described therein shall be aggregated in respect of each
Lender and its Lender Affiliates, if any.  Upon such execution,
delivery, acceptance and recording, from and after the effective date determined
pursuant to such Assignment and Acceptance, (x) the Assignee thereunder
shall be a party hereto and, to the extent provided in such Assignment and
Acceptance, have the rights and obligations of a Lender hereunder with the
Commitments and Loans as set forth therein, and (y) the assigning Lender
thereunder shall, to the extent of the interest transferred, as reflected in
such Assignment and Acceptance, be released from its obligations under this
Agreement (and, in the case of an Assignment and Acceptance covering all or the
remaining portion of an assigning Lender’s rights and obligations under this
Agreement, such assigning Lender shall cease to be a party
hereto).  Such Assignment and Acceptance shall be deemed to amend this
Agreement to the extent, and only to the extent, necessary to reflect the
addition of such Assignee and the resulting adjustment of Commitment Percentages
arising from the purchase by such Assignee of all or a portion of the rights and
obligations of such assigning Lender under this
Agreement.  Notwithstanding anything herein to the contrary (and to
the extent permitted by law), after the occurrence and during the continuance of
an Event of Default any Lender may sell all or any part of its rights and
obligations under this Agreement without the consent of the
Company.  Notwithstanding the foregoing, any Conduit Lender may assign
at any time to its designating Lender hereunder without the consent of the
Company or the Administrative Agent any or all of the Loans it may have funded
hereunder and pursuant to its designation agreement and without regard to the
limitations set forth in the first sentence of this
Section 12.6(c).

       

      
        
           

        

        
          109

          
            

          

        

        
           

        

      

      (d)           The
Administrative Agent acting on behalf of and as agent for the Company, shall
maintain at the address of the Administrative Agent referred to in
Section 12.2 a copy of each Assignment and Acceptance delivered to it and a
register (the “Register”) for the
recordation of the names and addresses of the Lenders and the Commitment of, the
principal amount of any Term Loans, Swing Line Loans and/or Revolving Credit
Loans owing to, and if such Lender has any Revolving Credit Commitment, the L/C
Participating Interests of, each Lender from time to time.  The
entries in the Register shall be conclusive, in the absence of manifest error,
and the Company, the Administrative Agent and the Lenders shall treat each
Person whose name is recorded in the Register as the owner of the Loans or L/C
Participating Interests recorded therein for all purposes of this Agreement,
notwithstanding any notice to the contrary.  The Register shall be
available for inspection by the Company or any Lender at any reasonable time and
from time to time upon reasonable prior notice.  No assignment shall
be effective for purposes of this agreement unless it has been recorded in the
Register as provided in this paragraph.

       

      (e)           Upon
its receipt of an Assignment and Acceptance executed by an assigning Lender and
an Assignee (and by the Company, the Issuing Lender, the Swing Line Lender and
the Administrative Agent to the extent required hereby), together with payment
to the Administrative Agent of a registration and processing fee of $3,500
(which fee the Company shall have no obligation to pay and which fee may be
waived by the Administrative Agent in its discretion), the Administrative Agent
shall (i) promptly accept such Assignment and Acceptance and (ii) on
the effective date determined pursuant thereto, record the information contained
therein in the Register and give notice of such acceptance and recordation to
the Lenders and the Company.

       

      
        
           

        

        
          110

          
            

          

        

        
           

        

      

      (f)           If,
pursuant to this Section 12.6, any interest in this Agreement or any Loan
or Letter of Credit is transferred to any Transferee which would be a Foreign
Lender upon the effectiveness of such transfer, the assigning Lender shall cause
such Transferee, concurrently with the effectiveness of such transfer,
(i) to represent to the assigning Lender (for the benefit of the assigning
Lender, the Administrative Agent and the Company) that under applicable law and
treaties no Taxes will be required to be withheld by the Administrative Agent,
the Company or the assigning Lender with respect to any payments to be made to
such Transferee in respect of the Loans or L/C Participating Interests,
(ii) to furnish to the assigning Lender (and, in the case of any Assignee
registered in the Register, the Administrative Agent and the Company) such
Internal Revenue Service Forms required to be furnished pursuant to
Section 5.23(e) and (iii) to agree (for the benefit of the assigning
Lender, the Administrative Agent and the Company) to be bound by the provisions
of Section 5.23(e).

       

      (g)           For
avoidance of doubt, the parties to this Agreement acknowledge that the
provisions of this Section concerning assignments of Loans and Notes relate only
to absolute assignments and that such provisions do not prohibit assignments
creating security interests, including, without limitation, any pledge or
assignment (i) by a Lender of any Loan or Note to any Federal Reserve Bank
in accordance with applicable law and (ii) by a Lender or a Lender
Affiliate which is a fund to its trustee in support of its obligations to its
trustee; provided that any
transfer of Loans or Notes upon, or in lieu of, enforcement of or the exercise
of remedies under any such pledge shall be treated as an assignment thereof
which shall not be made without compliance with the requirements of this
Section 12.6.

       

      (h)           The
Company, upon receipt of written notice from the relevant Lender, agrees to
issue Notes to any Lender requiring Notes to facilitate transactions of the type
described in paragraph (h) above.

       

      (i)           Each
of the Company, each Lender and the Administrative Agent hereby confirms that it
will not institute against a Conduit Lender or join any other Person in
instituting against a Conduit Lender any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceeding under any state bankruptcy or
similar law, for one year and one day after the payment in full of the latest
maturing commercial paper note issued by such Conduit Lender; provided, however (i) that
each Lender designating any Conduit Lender hereby agrees to indemnify, save and
hold harmless each other party hereto for any loss, cost, damage or expense
arising out of its inability to institute such a proceeding against such Conduit
Lender during such period forbearance and (ii) the foregoing shall not
prohibit or limit the ability of any such Person to file claims against a
Conduit Lender in connection with any such proceeding.

       

      
        
           

        

        
          111

          
            

          

        

        
           

        

      

      Section
12.7            Adjustments;
Set-off.  (a)  Except
to the extent that this Agreement expressly provides for payments to be
allocated to a particular Lender or Lenders, if any Lender (a “Benefitted Lender”)
shall at any time receive any payment of all or part of any of its
Tranche B Term Loan, Additional Term Loans, Revolving Credit Loans (other
than payment of Swing Line Loans) or L/C Participating Interests, as the case
may be, or interest thereon, or receive any collateral in respect thereof
(whether voluntarily or involuntarily, by set-off, pursuant to events or
proceedings of the nature referred to in Section 10.1(f), or otherwise) in
a greater proportion than any such payment to and collateral received by any
other Lender, if any, in respect of such other Lender’s Tranche B Term
Loan, Additional Term Loans, Revolving Credit Loans or L/C Participating
Interests, as the case may be, or interest thereon, such Benefitted Lender shall
purchase for cash from the other Lenders such portion of each such other
Lender’s Tranche B Term Loan, Additional Term Loans, Revolving Credit Loans
or L/C Participating Interests, as the case may be, or shall provide such other
Lenders with the benefits of any such collateral, or the proceeds thereof, as
shall be necessary to cause such Benefitted Lender to share the excess payment
or benefits of such collateral or proceeds ratably with each of the Lenders;
provided, however, that if all
or any portion of such excess payment or benefits is thereafter recovered from
such Benefitted Lender, such purchase shall be rescinded, and the purchase price
and benefits returned, to the extent of such recovery, but without
interest.  The Company agrees that each Lender so purchasing a portion
of another Lender’s Loans and/or L/C Participating Interests may exercise all
rights of payment (including, without limitation, rights of set-off) with
respect to such portion as fully as if such Lender were the direct holder of
such portion.  The Administrative Agent shall promptly give the
Company notice of any set-off, provided that the failure to give such notice
shall not affect the validity of such set-off.

       

      (b)           Upon
the occurrence and during the continuance of an Event of Default specified in
Section 10.1(a) or 10.1(f), each Agent and each Lender are hereby
irrevocably authorized at any time and from time to time without notice to the
Company, any such notice being hereby waived by the Company, to set off and
appropriate and apply any and all deposits (general or special, time or demand,
provisional or final), in any currency, and any other credits, indebtedness or
claims, in any currency, in each case whether direct or indirect, absolute or
contingent, matured or unmatured, at any time held or owing by such Agent or
such Lender to or for the credit or the account of the Company or any part
thereof in such amounts as such Agent or such Lender may  elect, on
account of the liabilities of the Company hereunder and under the other Credit
Documents and claims of every nature and description of such Agent or such
Lender against the Company in any currency, whether arising hereunder, or
otherwise, under any other Credit Document as such Agent or such Lender may
elect, whether or not such Agent or such Lender has made any demand for payment
and although such liabilities and claims may be contingent or
unmatured.  Each Agent and each Lender shall notify the Company
promptly of any such setoff made by it and the application made by it of the
proceeds thereof, provided that the
failure to give such notice shall not affect the validity of such setoff and
application.  The rights of each Agent and each Lender under this
paragraph are in addition to other rights and remedies (including, without
limitation, other rights of setoff) which such Agent or such Lender may
have.

       

      Section
12.8            Counterparts.  This
Agreement may be executed by one or more of the parties to this Agreement on any
number of separate counterparts and all of said counterparts taken together
shall be deemed to constitute one and the same instrument.  A set of
the copies of this Agreement signed by all the parties shall be lodged with the
Company and the Administrative Agent.  This Agreement shall become
effective with respect to the Company, the Agents and the Lenders when the
Administrative Agent shall have received copies of this Agreement executed by
the Company, the Syndication Agents, the Documentation Agents and the Lenders,
or, in the case of any Lender, shall have received telephonic confirmation from
such Lender stating that such Lender has executed counterparts of this Agreement
or the signature pages hereto and sent the same to the Administrative
Agent.

       

      
        
           

        

        
          112

          
            

          

        

        
           

        

      

      Section
12.9            Integration.  This
Agreement and the other Credit Documents represent the entire agreement of the
Credit Parties, the Agents and the Lenders with respect to the subject matter
hereof and thereof, and there are no promises, undertakings, representations or
warranties by any Agent or any Lender relative to the subject matter hereof or
thereof not expressly set forth or referred to herein or in the other Credit
Documents.

       

      Section
12.10         GOVERNING LAW; NO THIRD
PARTY RIGHTS.  THIS
AGREEMENT AND THE LOANS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS
AGREEMENT AND THE LOANS SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK.  THIS
AGREEMENT IS SOLELY FOR THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE
SUCCESSORS AND ASSIGNS, AND, EXCEPT AS SET FORTH IN SECTION 12.6, NO OTHER
PERSONS SHALL HAVE ANY RIGHT, BENEFIT, PRIORITY OR INTEREST UNDER, OR BECAUSE OF
THE EXISTENCE OF, THIS AGREEMENT.

       

      Section
12.11         SUBMISSION TO JURISDICTION;
WAIVERS.  (a)  EACH
PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY AND UNCONDITIONALLY:

       

      (i)           SUBMITS
FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT OR ANY OF THE OTHER CREDIT DOCUMENTS, OR FOR RECOGNITION AND
ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF, TO THE NON-EXCLUSIVE GENERAL
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK, THE COURTS OF THE UNITED
STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS
FROM ANY THEREOF;

       

      (ii)           CONSENTS
THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN SUCH COURTS, AND WAIVES ANY
OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR
PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN
INCONVENIENT COURT AND AGREES NOT TO PLEAD OR CLAIM THE SAME;

       

      (iii)           AGREES
THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY BE EFFECTED BY
MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL (OR ANY SUBSTANTIALLY
SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO SUCH PARTY AT ITS ADDRESS SET FORTH
IN SECTION 12.2 OR AT SUCH OTHER ADDRESS OF WHICH THE ADMINISTRATIVE AGENT
SHALL HAVE BEEN NOTIFIED PURSUANT THERETO; AND

       

      
        
           

        

        
          113

          
            

          

        

        
           

        

      

      (iv)           AGREES
THAT NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF
PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT TO SUE IN
ANY OTHER JURISDICTION.

       

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

       

      Section
12.12         Acknowledgements.  The
Company hereby acknowledges that:

       

      (i)           none
of the Agents or any Lender has any fiduciary relationship to any Credit Party,
and the relationship between the Agents and the Lenders, on the one hand, and
the Credit Parties, on the other hand, is solely that of creditor and debtor;
and

       

      (ii)           no
joint venture exists among the Lenders or among any Credit Parties and the
Lenders.

       

      Section
12.13         Confidentiality.  (a)  Each
of the Administrative Agent, the Issuing Lender and the Lenders agrees to
maintain the confidentiality of the Information (as defined below), except that
Information may be disclosed (i) to its and its Affiliates’ directors,
officers, employees and agents, including accountants, legal counsel and other
advisors (it being understood that the Persons to whom such disclosure is made
will be informed of the confidential nature of such Information and instructed
to keep such Information confidential), (ii) to the extent requested by any
regulatory authority, (iii) to the extent required by applicable laws or
regulations or by any subpoena or similar legal process, (iv) to any other
party to this Agreement, (v) in connection with the exercise of any
remedies hereunder or any suit, action or proceeding relating to this Agreement
or the enforcement of rights hereunder, (vi) subject to an agreement
containing provisions substantially the same as those of this Section, to
(A) any Assignee of or Participant in, or any prospective Assignee of or
Participant in, any of its rights or obligations under this Agreement or
(B) any actual or prospective counterparty (or its advisors) to any swap or
derivative transaction or securitization relating to the Company and its
obligations, (g) with the consent of the Company or (vii) to the
extent such Information (A) becomes publicly available other than as a
result of a breach of this Section or (B) becomes available to the
Administrative Agent, the Issuing Lender or any Lender on a nonconfidential
basis from a source other than the Company.  For the purposes of this
Section, “Information” means
all information received from the Company relating to the Company or its
business, other than any such information that is available to the
Administrative Agent, the Issuing Lender or any Lender on a nonconfidential
basis prior to disclosure by the Company; provided that, in the
case of information received from the Company after the date hereof, such
information is clearly identified at the time of delivery as confidential;
provided, further, that, in the case of clauses (ii) and (iii) (other
than in connection with routine regulatory examinations), unless specifically
prohibited by applicable law, court order or the applicable regulatory
authority, each Lender and the Administrative Agent shall use its commercially
reasonable efforts to notify the Borrower of any such non-public information
prior to disclosure hereof.  Any Person required to maintain the
confidentiality of Information as provided in this Section shall be considered
to have complied with its obligation to do so if such Person has exercised the
same degree of care to maintain the confidentiality of such Information as such
Person would accord to its own confidential information.

       

      
        
           

        

        
          114

          
            

          

        

        
           

        

      

      (b)           EACH
LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN SECTION 9.12(a)
FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC
INFORMATION CONCERNING THE COMPANY AND ITS RELATED PARTIES OR THEIR RESPECTIVE
SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING
THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL
NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW,
INCLUDING FEDERAL AND STATE SECURITIES LAWS.

       

      (c)           ALL
INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE
COMPANY OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF
ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY
CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE COMPANY, THE CREDIT PARTIES
AND THEIR RELATED PARTIES OR THEIR RESPECTIVE
SECURITIES.  ACCORDINGLY, EACH LENDER REPRESENTS TO THE COMPANY AND
THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE
QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN
MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND
APPLICABLE LAW.

       

      Section
12.14          USA Patriot
Act.  Each
Lender hereby notifies the Company that pursuant to the requirements of the USA
Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26,
2001)) (the “Patriot
Act”), it may be required to obtain, verify and record information that
identifies the Company, which information includes the name and address of the
Company and other information that will allow such Lender to identify the
Company in accordance with the Patriot Act.

       

      (Signature
Pages Follow)

       

      


      
        
           

        

        
          115

          
            

          

        

        
           

        

      

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

       

      
        
          	 	BE
      AEROSPACE, INC.	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ THOMAS
      P. MCCAFFREY	 
	 	 	Name: Thomas
      P. McCaffrey	 
	 	 	Title: Senior
      Vice President	 
	 	 	 	 


        

      

       

       

       

       

       

       

       

       

      
        Signature
Page – Credit Agreement

      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

       

      
        	 	      
                JPMORGAN CHASE BANK,
      N.A.,

              	 
	 	 	
                as
      Administrative Agent, Issuing Lender

                and
      as a Lender

              	 
	 	 	 	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ MATTHEW
      H. MASSIE	 
	 	 	Name: Matthew
      H. Massie	 
	 	 	Title: Managing
      Director	 
	 	 	 	 


      

    

     

     

     

     

    
      Signature
Page – Credit Agreement

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

       

      
        
          	 	      
                  UBS SECURITIES
      LLC,

                	 
	 	 	      
                  as
      Joint Lead Arranger, Joint 

                  Bookrunner
      and as Syndication Agent

                	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ RICHARD
      L. TAVROW	 
	 	 	Name: Richard
      L. Tavrow	 
	 	 	Title: Director	 
	 	 	 	 


        

      

       

      
        
          	 	 	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ IRJA
      R. OTSA 	 
	 	 	Name: Irja
      R. Otsa	 
	 	 	Title: Associate
      Director	 
	 	 	 	 
	 	 	Address
      for Notices:	 
	 	 	 	 
	 	 	UBS
      Securities LLC	 
	 	 	299
      Park Avenue	 
	 	 	New
      York, NY 10171	 
	 	 	Attention:  Christopher
      Abbate	 
	 	 	Fax:  212-821-5766	 


        

      

       

       

       

       

       

       

      Signature Page – Credit Agreement

       

      
        
           

        

        
           

          
            

          

        

        
           

        

         

        
          
            	 	CREDIT SUISSE
      SECURITIES (USA) LLC,	 
	 	 	as Joint Lead
      Arranger, 
      
                    Joint
      Bookrunner and as

                    
                      Syndication
      Agent

                    

                  	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ JAMES
      STONE	 
	 	 	Name: James
      Stone	 
	 	 	Title: Managing
      Director	 
	 	 	 	 
	 	 	Address
      for Notices:	 
	 	 	 	 
	 	 	Credit
      Suisse Securities (USA) LLC	 
	 	 	Eleven
      Madison Avenue	 
	 	 	New
      York, NY 10010	 
	 	 	Attention:  James
      Stone	 
	 	 	Telecopy:  212-743-1793	 


          

        

         

         

      

       

       

       

      Signature Page – Credit Agreement

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        
          	 	UBS LOAN
      FINANCE LLC, as Lender	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ RICHARD
      L. TAVROW	 
	 	 	Name: Richard
      L. Tavrow	 
	 	 	Title: Director	 
	 	 	 	 


        

      

       

       

       

      
        
          	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ DAVID
      B. JULIE  	 
	 	 	Name: David
      B. Julie	 
	 	 	Title: Associate
      Director	 
	 	 	 	 
	 	 	Address
      for Notices:	 
	 	 	 	 
	 	 	677
      Washington Blvd.	 
	 	 	Stamford,
      CT 06901	 
	 	 	Attention:  Safraz
      Hassan	 
	 	 	Telecopy:  203-719-3888	 


        

      

       

       

       

      
        Signature Page – Credit Agreement

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

      

       

       

       

      
        
          	 	      
                  CREDIT
      SUISSE, CAYMAN ISLANDS 

                	 
	 	 	BRANCH,
      as a Lender	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ KARL
      STUDER 	 
	 	 	Name: Karl
      Studer	 
	 	 	Title: Director	 
	 	 	 	 


        

      

       

       

      
        
          	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ MARKUS
      FRENZEN 	 
	 	 	Name: Markus
      Frenzen	 
	 	 	Title: Assistant
      Vice President	 
	 	 	 	 
	 	 	Address
      for Notices:	 
	 	 	 	 
	 	 	Credit
      Suisse, Cayman Islands Branch	 
	 	 	Eleven
      Madison Avenue	 
	 	 	New
      York, NY 10010	 
	 	 	Attention:  Karl
      Studer	 
	 	 	Telecopy:  212-743-1894	 


        

      

       

       

       

       

      
        Signature Page – Credit Agreement

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

      

       

      
        
          	 	WELLS FARGO
      BANK, N.A., 	 
	 	 	      
                  as
      Documentation Agent

                	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ DON
      A. BYERS	 
	 	 	Name: Don
      A. Byers	 
	 	 	Title: Vice
      President	 
	 	 	 	 
	 	 	Address
      for Notices:	 
	 	 	 	 
	 	 	Wells
      Fargo Bank, N.A.	 
	 	 	401
      E. Jackson St., Suite 1450	 
	 	 	Tampa,
      FL 33602	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


        

      

       

       

       

       

       

       

      
        Signature Page – Credit Agreement

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

      

       

       

      
        
          	 	      
                  THE
      ROYAL BANK OF SCOTLAND PLC, 

                	 
	 	 	as
      Documentation Agent	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ L.
      PETER YETMAN  	 
	 	 	Name: L.
      Peter Yetman	 
	 	 	Title: Senior
      Vice President	 
	 	 	 	 
	 	 	Address
      for Notices:	 
	 	 	 	 
	 	 	The
      Royal Bank of Scotland plc	 
	 	 	600
      Steamboat Rd	 
	 	 	Greenwich,
      CT 06830	 
	 	 	 	 


        

      

       

       

       

       

       

       

      
        Signature Page – Credit Agreement

         

        
          
             

          

          
             

            
              

            

          

          
             

          

           

           

           

          
            
              	 	      
                      SUNTRUST
      BANK, as Documentation Agent

                    	 
	 	 	 	 
	
                       

                    	
                      By:
      

                    	/s/ ROB
      MADDOX	 
	 	 	Name: Rob
      Maddox	 
	 	 	Title: Director	 
	 	 	 	 
	 	 	Address
      for Notices:	 
	 	 	 	 
	 	 	SunTrust
      Bank	 
	 	 	200
      South Orange Avenue, 5th Floor	 
	 	 	Orlando,
      Florida 32801	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


            

          

           

           

          
            Signature Page – Credit Agreement

             

            
              
                 

              

              
                 

                
                  

                

              

              
                 

              

            

          

           

          
            
              	 	SUNTRUST
      BANK	 
	 	 	 	 
	
                       

                    	
                      By:
      

                    	/s/ ROB
      MADDOX	 
	 	 	Name: Rob
      Maddox	 
	 	 	Title: Director	 
	 	 	 	 


            

          

        

      

       

       

       

       

       

      
        Signature Page – Credit Agreement

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

      

       

       

      
        
          	 	      
                  THE
      ROYAL BANK OF SCOTLAND PLC

                	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ L.
      PETER YETMAN	 
	 	 	Name: L.
      Peter Yetman	 
	 	 	Title: SVP	 
	 	 	 	 


        

      

       

       

       

       

      
        Signature Page – Credit Agreement

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

      

       

      
        
          	 	      
                  WELLS
      FARGO BANK, N.A.

                	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ DON
      A. BYERS	 
	 	 	Name: Don
      A. Byers	 
	 	 	Title: Vice
      President	 
	 	 	 	 


        

      

       

       

       

      
        Signature Page – Credit Agreement

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

      

       

       

      
        
          	 	      
                  BANK
      OF AMERICA, N.A.

                	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ KENNETH
      J. BECK	 
	 	 	Name: Kenneth
      J. Beck	 
	 	 	Title: Senior
      Vice President	 
	 	 	 	 


        

      

       

       

       

       

      
        Signature Page – Credit Agreement

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

      

       

      
         

        
          
            	 	      
                          
                      MIZUHO
      CORPORATE BANK, LTD.

                    

                  	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ BERTRAM
      H. TANG	 
	 	 	Name: Bertram
      H. Tang	 
	 	 	Title: Authorized
      Signatory	 
	 	 	 	 


          

        

         

         

         

         

        
          Signature Page – Credit Agreement

           

          
            
               

            

            
               

              
                

              

            

            
               

            

          

        

      

       

       

       

      
         

        
          
            	 	      
                          
                            
                        U.S.
      BANK NATIONAL
      ASSOCIATION

                      

                    

                  	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ KENNETH
      FIELER	 
	 	 	Name: Kenneth
      Fieler	 
	 	 	Title: Assistant
      Vice President	 
	 	 	 	 


          

        

         

         

         

         

        
          Signature Page – Credit Agreement

           

          
            
               

            

            
               

              
                

              

            

            
               

            

          

        

      

       

       

       

      
        
          	 	      
                  BANK
      OF TOKYO-MITSUBISHI UFJ TRUST COMPANY

                	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ CHARLES
      STEWART	 
	 	 	Name: Charles
      Stewart	 
	 	 	Title: Vice
      President	 
	 	 	 	 


        

      

       

       

       

       

       

       

      
        Signature Page – Credit Agreement

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

      

       

       

      
        
          	 	      
                  THE
      BANK OF NOVA SCOTIA

                	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ TODD
      MELLER 	 
	 	 	Name: Todd
      Meller	 
	 	 	Title: Managing
      Director	 
	 	 	 	 


        

      

       

       

       

       

       

      
        Signature Page – Credit Agreement

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

      

       

       

       

      
        
          	 	      
                  STATE
      BANK OF INDIA, NEW YORK

                	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ PRABODH
      PARIKH 	 
	 	 	Name: Prabodh
      Parikh	 
	 	 	Title:Vice
      President & Head (Credit)	 
	 	 	        
      New York Branch	 


        

      

       

       

       

       

       

      
        Signature Page – Credit Agreement

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

      

       

       

      
        
          	 	      
                  MERCANTIL
      COMMERCEBANK, N.A.

                	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ JAVIER
      MIRANDA   	 
	 	 	Name: Javier
      Miranda	 
	 	 	Title: Vice
      President	 
	 	 	 	 


        

      

       

      
        
          	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ ALAN
      HILLS 	 
	 	 	Name: Alan
      Hills	 
	 	 	Title: Senior
      Vice President	 
	 	 	 	 


        

      

       

       

       

       

      
        Signature Page – Credit Agreement

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

      

       

       

      
        
          	 	      
                  FIRST
      COMMERCIAL BANK

                	 
	 	      
                       
      NEW YORK AGENCY

                	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ MAY
      HSIAO  	 
	 	 	Name: May
      Hsiao	 
	 	 	Title:Assistant
      General Manager	 
	 	 	 	 


        

      

       

       

       

      
         

        
          Signature Page – Credit Agreement

           

          
            
               

            

            
               

              
                

              

            

            
               

            

          

        

      

       

      
        
          	 	      
                  TD
      BANK, N.A.

                	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ PETER
      L. DAVIS	 
	 	 	Name: Peter
      L. Davis	 
	 	 	Title: SVP	 
	 	 	 	 


        

      

       

       

       

       

      
        Signature Page – Credit Agreement

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

      

       

       

      
        
          	 	      
                  CAPITAL
      ONE LEVERAGE FINANCE CORP.

                	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ PAUL
      DELLOVA    	 
	 	 	Name: Paul
      Dellova	 
	 	 	      
                  Title: Senior
      Vice President

                	 
	 	 	 	 


        

      

       

       

       

       

       

      
        Signature Page – Credit Agreement

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

      

      


      


      Schedule
1A

       

      COMMITMENT
AMOUNTS

       

      
        	
                Lender

              	
                Revolving
      Credit 

                Commitment

              	
                Tranche B
      Term Loan

              
	
                JPMorgan
      Chase Bank, N.A.

              	
                $34,000,000.00

              	
                $175,000,000.00

              
	
                UBS
      Loan Finance LLC

              	
                $33,000,000.00

              	
                $175,000,000.00

              
	
                Credit
      Suisse, Cayman Islands Branch

              	
                $33,000,000.00

              	
                $175,000,000.00

              
	
                SunTrust

              	
                $30,000,000.00

              	 
      
	
                The
      Royal Bank of Scotland, plc

              	
                $30,000,000.00

              	 
      
	
                Wells
      Fargo Bank, N.A.

              	
                $30,000,000.00

              	 
      
	
                Bank
      of America, N.A.

              	
                $25,000,000.00

              	 
      
	
                Mizuho
      Corporate Bank, Ltd.

              	
                $25,000,000.00

              	 
      
	
                US
      Bank

              	
                $20,000,000.00

              	 
      
	
                Bank
      of Tokyo-Mitsubishi UFJ Trust Company

              	
                $15,000,000.00

              	 
      
	
                Scotia
      Capital

              	
                $20,000,000.00

              	 
      
	
                State
      Bank of India, New York

              	
                $15,000,000.00

              	 
      
	
                Mercantil
      Commercebank, N.A.

              	
                $10,000,000.00

              	 
      
	
                First
      Commercial Bank

              	
                $10,000,000.00

              	 
      
	
                Commerce
      Bank

              	
                $10,000,000.00

              	 
      
	
                North
      Fork Bank

              	
                $10,000,000.00

              	 
      


      

       

       

       

       

       

       

       

      
        BE
Aerospace, Inc. – Credit Agreement Schedules

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

      

       

      Schedule 1B

       

      EXISTING MONEY MARKET
FUNDS

       

      
        	
                Fund
      Company

              	
                Acct.#

              	
                Fund

              
	
                JPMorgan
      Chase

              	
                304277827

              	
                JPMorgan
      Treasury Services’ Money Market Deposit Account

              
	
                Federated
      Investments

              	
                4485988

              	
                Prime
      Cash Obligations Fund

              
	
                BlackRock
      Liquidity Funds

              	
                24775

              	
                TempFund

              
	
                Credit
      Suisse

              	
                2C1003997

              	
                Dreyfus
      Cash Management Plus

              
	
                UBS

              	
                JD3859221

              	
                UBS
      Select Money Market Fund

              
	
                UBS

              	
                JD0930221

              	
                UBS
      Select MM (Miami Fasteners)

              
	
                Morgan
      Stanley

              	
                486101740355

              	
                AAA
      Institutional Money Trust

              


      

       

       

       

      
        BE
Aerospace, Inc. – Credit Agreement Schedules

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

      

       

       

      Schedule 1C

       

      REFINANCING
AGREEMENTS

       

      None.

       

       

       

      
        BE
Aerospace, Inc. – Credit Agreement Schedules

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

      

       

      Schedule 4.3

       

      EXISTING LETTERS OF
CREDIT

       

      
        	
                L/C
      Available 

                Amount
      ($)

              	
                Release
      

                Date

              	
                Expiry
      / 

                Maturity
      

                Date

              	
                Beneficiary
      Name

              	
                Purpose
      

                Category

              	
                Notification
      

                Period

              	
                Auto
      

                Extension
      

                Period

              
	
                220,000.00

              	
                JUN
      26, 2002

              	
                JUN
      27, 2009

              	
                CALIFORNIA
      WORKER’S COMPENSATION

              	
                FINANCIAL

              	
                45
      DAYS

              	
                12
      MONTHS

              
	
                3,461,380.00

              	
                MAY 30,
      1996

              	
                MAY 29,
      2009

              	
                NATIONAL
      UNION FIRE INSURANCE

              	
                FINANCIAL

              	
                30
      DAYS

              	
                12
      MONTHS

              
	
                20,000,000.00

              	
                SEPT
      26, 2007

              	
                SEPT
      26, 2008

              	
                EMIRATES
      AIRLINES

              	
                FINANCIAL

              	
                N/A

              	
                12
      MONTHS

              
	
                307,817.00

              	
                MAR
      25, 1992

              	
                FEB
      28, 2009

              	
                NATIONAL
      UNION FIRE INSURANCE

              	
                FINANCIAL

              	
                30
      DAYS

              	
                12
      MONTHS

              
	
                5,000.00

              	
                MAR
      16, 1995

              	
                MAR
      16, 2009

              	
                NATIONAL
      UNION FIRE INSURANCE

              	
                FINANCIAL

              	
                30
      DAYS

              	
                12
      MONTHS

              
	
                495,000.00

              	
                JAN
      9, 2008

              	
                JAN
      1, 2009

              	
                ZURICH
      AMERICAN INSURANCE CO.

              	
                FINANCIAL

              	
                30
      DAYS

              	
                12
      MONTHS

              
	
                $24,489,197.00

              	 
      	 
      	 
      	 
      	 
      	 
      


      

       

       

       

       

      
        BE
Aerospace, Inc. – Credit Agreement Schedules

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

      

       

      Schedule 6.10(a)

       

      DOMESTIC
SUBSIDIARIES

       

      BEA
Holding Services LLC

      Acurex,
LLC

      Nordskog
Industries, Inc.

      BE
Aircraft Mexico LLC

      Advanced
Thermal Sciences Corporation

      Modoc
Engineering Corporation

      Aerospace
Lighting Corporation

      BE
Aerospace Australia, Inc.

      BE
Aerospace Canada, Inc.

      BE
Aerospace El Salvador, Inc.

      B/E
Aerospace Development Corporation

      BE
Intellectual Property, Inc.

      B/E
Aerospace Machined Products, Inc.

      Bomhoff
Acquisition, Inc.

      Composite
Specialties, Inc.

      DMGI,
LLC

      Denton Jet
Interiors, LLC

      Flight
Structures, Inc.

      BEA Europe
Holding LLC

      Maynard
Precision, LLC

      Modern
Metals, LLC

      Nelson
Aerospace, LLC

      M & M
Aerospace Hardware, Inc.

      T.L.
Windust Machine, LLC

      NYF Corp.
(New Jersey)

      Jay CEE
Fasteners Corp.

      BEA
Holding (USA) LLC

       

       

      
        BE
Aerospace, Inc. – Credit Agreement Schedules

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

      

      Schedule 6.10(b)

       

      FOREIGN
SUBSIDIARIES

       

      ATS Japan
Corporation

      Advanced
Thermal Sciences Taiwan Corporation

      Advanced
Thermal Sciences Korea

      Advanced
Thermal Sciences Shanghai Corporation

      B/E
Aerospace (Canada) Company

      BE
Aerospace El Salvador, Sociedad Amonima de Capital Variable

      M & M
Aerospace Hardware SARL

      M & M
Aerospace Hardware GmbH

      M & M
Aerospace Hardware Ltd.

      M & M
Aerospace Hardware Pte. Ltd.

      CMP
SAS

      BE
Aerospace Netherlands BV

      B/E
Aerospace Services B.V.

      Koninkliijke
Fabriek Inventum BV (Royal Inventum)

      BE
Aerospace (UK) Holdings Limited

      BE
Aerospace (Germany) GmbH

      B/E
Aerospace (UK) Limited

      BE
Aerospace (France) SARL

      Burns
Aerospace Europe (SARL)

      BE
Aerospace Holdings C.V.

      Honeywell
Consumables Solutions S.A.S.

      Honeywell
Consumables Solutions GmbH

      BE
Aerospace Europe Holdings LLP

      BE
Aerospace Investments II Ltd.

      BE
Aerospace (UK) Europe Holdings LLP

      BE
Aerospace Investments I Ltd.

      DAe
Systems Holding GmbH

      DAe
Systems GmbH

      AVOX
Hispania S.L., Spain

      Special
Parachute Equipment and Logistics Consortium GbR. (Germany)

      B/E
Aerospace International Ltd.

       

       

       

      
        BE
Aerospace, Inc. – Credit Agreement Schedules

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

      

      Schedule 6.11

       

      LEASEHOLD
INTERESTS

       

      None.

       

       

       

       

      
        BE
Aerospace, Inc. – Credit Agreement Schedules

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

      

      Schedule 9.2

       

      EXISTING
INDEBTEDNESS

       

      
        	
                Bank

              	
                Subsidiary

              	
                Type

              	
                Amount

              
	
                Wilmington
      Trust

              	
                BE
      Aerospace, Inc.

              	
                Indenture
      - 8.5% Senior Notes

              	
                $600,000,000

              
	
                ING
      Bank

              	
                Royal
      Inventum B.V.

              	
                Revolving
      Credit

              	
                €450,000

              


      

       

       

       

       

      
        BE
Aerospace, Inc. – Credit Agreement Schedules

         

        
          
             

          

          
             

            
              

            

          

          
             



        

      

      Schedule 9.3

       

      EXISTING
LIENS

       

      None.

       

       

       

       

      
        BE
Aerospace, Inc. – Credit Agreement Schedules

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

      

      Schedule 9.4

       

      CONTINGENT
OBLIGATIONS

       

      1.
Investment Northern Ireland
Guarantee                                                                                     BE
Aerospace UK
Ltd                                                      £3,574,000

       

      2. There
are 2 bank guarantees for customs and rent that Honeywell has with its German
Entity.  B/E may have to assume these guarantees.  Amount is
approx.  EUR165,000

       

       

       

       

      
        BE
Aerospace, Inc. – Credit Agreement Schedules

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

      

       

      Schedule 9.6

       

      PERMITTED ASSET
SALES

       

      Advanced
Thermal Sciences Corporation and/or its subsidiaries.

       

       

       

       

      
        BE
Aerospace, Inc. – Credit Agreement Schedules

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

      

       

      Schedule 9.7

       

      INVESTMENTS, LOANS AND
ADVANCES

       

      INVESTMENTS:

      Cash,
money market funds and investment securities of approximately $75 million as of
June 30, 2008

       

      LOANS:

      $100MM
Intercompany Note between BE Aerospace, Inc. and BE Aerospace Europe Holding
LLP

       

      ADVANCES:

      Approximately
$3.5 million with Advanced Thermal Sciences Corporation

       

       

       

       

      
        BE
Aerospace, Inc. – Credit Agreement Schedules

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

      

       

      Schedule 9.10

       

      TRANSACTIONS WITH
AFFILIATES

       

      None.

       

       

       

       

       

      
        BE
Aerospace, Inc. – Credit Agreement Schedules

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

      

       

      
        Exhibit A

        Execution
Version

      

      
 

       

       

       

       

      PLEDGE
AGREEMENT

       

       

      dated
as of July 28, 2008

       

       

      among

       

       

      BE
AEROSPACE, INC.,

       

       

      each
other CREDIT PARTY from time to time party hereto

       

       

      and

       

       

      JPMORGAN
CHASE BANK, N.A.,

      as
Collateral Agent

       

       

       

       

       

      
 

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      TABLE
OF CONTENTS

       

      Page

       

      
        
          	
                  ARTICLE
      I

                  DEFINITIONS

                
	 
      
	
                  Section
      1.01

                	
                  Terms
      Defined in the Credit Agreement

                	
                  2

                
	
                  Section
      1.02

                	
                  Terms
      Defined in the UCC

                	
                  2

                
	
                  Section
      1.03

                	
                  Additional
      Definitions

                	
                  2

                
	
                  Section
      1.04

                	
                  Terms
      Generally

                	
                  9

                
	 
      	 
      	 
      
	
                  ARTICLE
      II

                  THE
      SECURITY INTERESTS

                
	 
      
	
                  Section
      2.01

                	
                  Grant
      of Security Interests

                	
                  9

                
	
                  Section
      2.02

                	
                  Security
      Interests Absolute

                	
                  10

                
	
                  Section
      2.03

                	
                  Continuing
      Liability of the Credit Parties

                	
                  12

                
	 
      	 
      	 
      
	
                  ARTICLE
      III

                  REPRESENTATIONS
      AND WARRANTIES

                
	 
      
	
                  Section
      3.01

                	
                  Title to
      Collateral

                	
                  12

                
	
                  Section
      3.02

                	
                  Validity,
      Perfection and Priority of Security Interests

                	
                  12

                
	
                  Section
      3.03

                	
                  Collateral

                	
                  13

                
	
                  Section
      3.04

                	
                  No
      Consents

                	
                  13

                
	 
      	 
      	 
      
	
                  ARTICLE
      IV

                  COVENANTS

                
	 
      
	
                  Section
      4.01

                	
                  Delivery
      of Collateral

                	
                  14

                
	
                  Section
      4.02

                	
                  Delivery
      of Perfection Certificate; Filing of Financing Statements and Delivery of
      Search Reports

                	
                  14

                
	
                  Section
      4.03

                	
                  Change
      of Name, Identity, Structure or Location; Subjection to Other Security
      Agreements

                	
                  15

                
	
                  Section
      4.04

                	
                  Further
      Actions

                	
                  15

                
	
                  Section
      4.05

                	
                  Disposition
      of Collateral

                	
                  15

                
	
                  Section
      4.06

                	
                  Additional
      Collateral

                	
                  15

                
	
                  Section
      4.07

                	
                  Information
      Regarding Collateral

                	
                  16

                
	 
      	 
      	 
      
	
                  ARTICLE
      V

                  DISTRIBUTIONS
      ON COLLATERAL; VOTING

                
	 
      
	
                  Section
      5.01

                	
                  Right
      to Receive Distributions on Collateral; Voting

                	
                  16

                


        

         

         

         

        
          
             

          

          
            i

            
              

            

          

          
             

          

          
             

          

           

        

        
          	 
      	 
      	 
      
	
                  ARTICLE
      VI

                  GENERAL
      AUTHORITY; REMEDIES

                
	 
      
	
                  Section
      6.01

                	
                  General
      Authority

                	
                  18

                
	
                  Section
      6.02

                	
                  Remedies
      upon Event of Default

                	
                  19

                
	
                  Section
      6.03

                	
                  Securities
      Act

                	
                  20

                
	
                  Section
      6.04

                	
                  Other
      Rights of the Collateral Agent

                	
                  21

                
	
                  Section
      6.05

                	
                  Limitation
      on Duty of Collateral Agent in Respect of Collateral

                	
                  21

                
	
                  Section
      6.06

                	
                  Waiver
      and Estoppel

                	
                  22

                
	
                  Section
      6.07

                	
                  Application
      of Proceeds

                	
                  22

                
	 
      	 
      	 
      
	
                  ARTICLE
      VII

                  THE
      COLLATERAL AGENT

                
	 
      
	
                  Section
      7.01

                	
                  Concerning
      the Collateral Agent

                	
                  23

                
	
                  Section
      7.02

                	
                  Appointment
      of Co-Collateral Agent

                	
                  24

                
	
                  Section
      7.03

                	
                  Appointment
      of Sub-Agents

                	
                  24

                
	 
      	 
      	 
      
	
                  ARTICLE
      VIII

                  MISCELLANEOUS

                
	 
      
	
                  Section
      8.01

                	
                  Notices

                	
                  24

                
	
                  Section
      8.02

                	
                  No
      Waivers; Non-Exclusive Remedies

                	
                  25

                
	
                  Section
      8.03

                	
                  Compensation
      and Expenses of the Collateral Agent; Indemnification

                	
                  25

                
	
                  Section
      8.04

                	
                  Enforcement

                	
                  27

                
	
                  Section
      8.05

                	
                  Amendments
      and Waivers

                	
                  27

                
	
                  Section
      8.06

                	
                  Successors
      and Assigns

                	
                  28

                
	
                  Section
      8.07

                	
                  Governing
      Law

                	
                  28

                
	
                  Section
      8.08

                	
                  Limitation
      of Law; Severability

                	
                  28

                
	
                  Section
      8.09

                	
                  Counterparts;
      Effectiveness

                	
                  28

                
	
                  Section
      8.10

                	
                  Additional
      Credit Parties

                	
                  29

                
	
                  Section
      8.11

                	
                  Termination;
      Release of Credit Parties

                	
                  29

                
	
                  Section
      8.12

                	
                  Entire
      Agreement

                	
                  30

                
	 
      	 
      	 
      


        

         

        
          	
                  Schedules:

                	 
      	 
      
	 	 	 
	
                  Schedule
      I

                	
                  -

                	
                  List
      of Pledged Shares

                
	
                  Schedule
      II

                	
                  -

                	
                  List
      of Pledged Notes

                
	
                  Schedule
      III

                	
                  -

                	
                  List
      of Pledged LLC Interests

                
	
                  Schedule
      IV

                	
                  -

                	
                  List
      of Pledged Partnership Interests

                
	 	 	 
	
                  Exhibits:

                	 
      	 
      
	 	 	 
	
                  Exhibit A

                	
                  -

                	
                  Form
      of Issuer Control Agreement

                
	
                  Exhibit B

                	
                  -

                	
                  Form
      of Securities Account Control
Agreement

                


        

        


        
          
             

          

          
            ii

            
              

            

          

          
             

          

        

      

      


      PLEDGE AGREEMENT dated as of
July 28, 2008 (as amended, modified or supplemented from time to time, this
“Agreement”)
among BE AEROSPACE, INC., each other person (if any) that becomes a party hereto
pursuant to Section 8.10 hereof and JPMORGAN CHASE BANK, N.A., as
Collateral Agent for the benefit of the Secured Parties referred to
herein.

       

      BE
Aerospace, Inc., a Delaware corporation (together with its successors and
permitted assigns, the “Company”), proposes
to enter into a Credit Agreement dated as of July 28, 2008 (as amended,
restated, modified or supplemented from time to time and including any agreement
extending the maturity of, refinancing or otherwise amending, amending and
restating or otherwise modifying or restructuring all or any portion of the
obligations of the Company under such agreement or any successor agreement, the
“Credit
Agreement) among the Company, the banks and other lending institutions
from time to time party thereto (each a “Lender” and,
collectively, the “Lenders”), JPMorgan
Chase Bank, N.A., as Administrative Agent, as the Issuing Lender and as the
Swing Line Lender (together with its successor or successors in each such
capacity, the “Administrative
Agent”, the “Issuing Lender” and
the “Swing Line
Lender”, respectively), UBS Securities LLC and Credit Suisse Securities
(USA) LLC, as Syndication Agents (together with their successor or successors in
such capacity, the “Syndication Agents”)
and The Royal Bank of Scotland plc and Wells Fargo Bank, N.A., as Documentation
Agents (together with their successor or successors in such capacity, the “Documentation
Agents”).

       

      Certain
Lenders and their affiliates at the time (each a “Hedge Bank”) may from
time to time provide forward rate agreements, options, swaps, caps, floors and
other derivative contracts (collectively, the “Swap Contracts”) to
the Company or one or more of its Subsidiaries.  In addition, certain
Lenders or their affiliates at the time (each, a “Cash Management
Bank”) may provide treasury management services to, for the benefit of,
or otherwise in respect of, the Company and its subsidiaries (including
treasury, depository, overdraft, credit or debit card, electronic funds transfer
and other cash management arrangements) under agreements from time to time
providing therefor (“Cash Management
Agreements”, and together with the Credit Documents and all Swap
Contracts, the “Finance
Documents”).  The Lenders, the Issuing Lender, the Swing Line
Lender, the Administrative Agent, the Syndication Agents, the Documentation
Agents, JPMorgan Chase Bank, N.A., as collateral agent (together with its
successor or successors in such capacity, the “Collateral Agent”),
each co-agent or sub-agent appointed by the Administrative Agent from time to
time pursuant to the Credit Agreement or any other Credit Document referred to
therein and each Indemnitee and their respective successors and assigns are
herein referred to individually as a “Senior Finance Party”
and collectively as the “Senior Finance
Parties”, and the Senior Finance Parties, the Hedge Banks, the Cash
Management Banks and their respective successors and assigns are herein referred
to individually as a “Secured Party” and
collectively as the “Secured
Parties”.

       

      To induce
the Lenders to enter into the Credit Agreement and the other Credit Documents,
the Hedge Banks to enter into Swap Contracts permitted under the Credit
Agreement and the Cash Management Banks to enter into Cash Management Agreements
(the Credit Documents, the Swap Agreements and the Cash Management Agreements
being herein collectively referred to as “Finance Documents”),
each of the Subsidiaries which shall become parties hereto from time to time in
accordance with Section 8.10 or
9.15 of the
Credit Agreement and Section 8.10
hereof (each a “Subsidiary Guarantor”
and, collectively, the “Subsidiary
Guarantors”) will agree, jointly and severally, to provide a guaranty of
all obligations of the Company and the other Credit Parties under or in respect
of the Finance Documents.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      As a
condition precedent to the obligations of the Lenders under the Credit
Agreement, the Company has agreed to grant a continuing security interest in
favor of the Collateral Agent in and to the Collateral to secure the Finance
Obligations.  Accordingly, the parties hereto agree as
follows:

       

      ARTICLE I

      DEFINITIONS

       

      Section
1.01            Terms Defined in the Credit
Agreement.  Capitalized
terms defined in the Credit Agreement and not otherwise defined herein have, as
used herein, the respective meanings provided for therein.

       

      Section
1.02            Terms Defined in the
UCC.  Unless
otherwise defined herein or in the Credit Agreement or the context otherwise
requires, the following terms, together with any uncapitalized terms used herein
which are defined in the UCC (as defined below), have the respective meanings
provided in the UCC:  (i) Certificated Security;
(ii) Financial Asset; (iii) Investment Property; (iv) Payment
Intangibles; (v) Proceeds; (vi) Securities Account;
(vii) Securities Intermediary; (viii) Security; (ix) Security
Certificate; (x) Uncertificated Security; and (xi) Security
Entitlement.

       

      Section
1.03            Additional
Definitions.  Terms
defined in the introductory section hereof have the respective meanings set
forth therein.  The following additional terms, as used herein, have
the following respective meanings:

       

      “Account Control
Agreement” means (i) with respect to a Deposit Account, a deposit
account control agreement, substantially in the form of Exhibit C to the
Security Agreement or otherwise containing substantially similar terms and
reasonably acceptable in form and substance to the Collateral Agent (which
approval shall be deemed given by execution of such agreement), among one or
more Credit Parties, the Collateral Agent and the bank which maintains such
Deposit Account and (ii) with respect to a Securities Account, a securities
account control agreement, substantially in the form of Exhibit B hereto
or otherwise containing substantially similar terms and reasonably acceptable in
form and substance to the Collateral Agent (which approval shall be deemed given
by execution of such agreement), among one or more Credit Parties, the
Collateral Agent and the Securities Intermediary which maintains such Securities
Account, in each case as the same may be amended, restated, modified or
supplemented from time to time.

       

      “Cash Management
Agreement” means any agreement to provide cash management services,
including treasury, depository, overdraft, credit or debit card, electronic
funds transfer and other cash management arrangements.

       

      “Cash Management
Obligation” means, as applied to any Person, any direct or indirect
liability, contingent or otherwise, of such Person under or in respect of a Cash
Management Agreement.

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

      “Collateral” has the
meaning specified in Section 2.01 of
this Agreement.

       

      “Collateral Agent”
means JPMorgan Chase Bank, N.A., in its capacity as collateral agent for the
Secured Parties, and its successor or successors in such capacity.

       

      “Credit Party” means
the Company and any Subsidiary of the Company which hereafter provides or is
required to provide a guaranty of the Finance Obligations in accordance with
Section 8.10 or
9.15 of the
Credit Agreement, and “Credit Parties” means
all of them, collectively.

       

      “Delivery” and the
corresponding term “Delivered” when used
with respect to Collateral means:

       

      (i)           in
the case of Collateral constituting Certificated Securities, transfer thereof to
the Collateral Agent or its nominee or custodian by physical delivery to the
Collateral Agent or its nominee or custodian, such Collateral to be in suitable
form for transfer by delivery, or accompanied by undated instruments of transfer
or assignment duly executed in blank;

       

      (ii)           in
the case of Collateral constituting Uncertificated Securities,
(A) registration thereof on the books and records of the issuer thereof in
the name of the Collateral Agent or its nominee or custodian (who may not be a
Securities Intermediary) or (B) the execution and delivery by the issuer
thereof of an effective agreement, substantially in the form of Exhibit A hereto
(each an “Issuer
Control Agreement”), pursuant to which such issuer agrees that it will
comply with instructions originated by the Collateral Agent or such nominee or
custodian without further consent of the registered owner of such Collateral or
any other Person;

       

      (iii)           in
the case of Collateral constituting Security Entitlements or other Financial
Assets deposited in or credited to a Securities Account, (A) completion of
all actions necessary to constitute the Collateral Agent or its nominee or
custodian the entitlement holder with respect to each such Security Entitlement
or (B) the execution and delivery by the relevant Securities Intermediary
of an effective Account Control Agreement pursuant to which such Securities
Intermediary agrees to comply with all entitlement orders originated by the
Collateral Agent or such nominee or custodian without further consent by the
relevant entitlement holder or any other Person;

       

      (iv)           in
the case of LLC Interests and Partnership Interests which do not constitute
Securities, (A) compliance with the provisions of clause (i) above
for each such item of Collateral which is represented by a certificate and
(B) compliance with the provisions of clause (ii) above for each such
item of Collateral which is not evidenced by a certificate;

       

      (v)           in
the case of Collateral which constitute Instruments, transfer thereof to the
Collateral Agent or its nominee or custodian by physical delivery to the
Collateral Agent or its nominee or custodian indorsed to, or registered in the
name of, the Collateral Agent or its nominee or custodian or indorsed in
blank;

       

      
        
           

        

        
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      (vi)           in
the case of cash, transfer thereof to the Collateral Agent or its nominee or
custodian by physical delivery to the Collateral Agent or its nominee or
custodian; and

       

      (vii)           in
each case such additional or alternative procedures as may hereafter become
reasonably appropriate to grant control of, or otherwise perfect a security
interest in, any Collateral in favor of the Collateral Agent or its nominee or
custodian, consistent with changes in applicable law or regulations or the
interpretation thereof.

       

      “Discharge of Finance
Obligations” means (i) payment in full in cash of the principal of
and interest (including interest accruing on or after the commencement of any
voluntary or involuntary proceeding under any Debtor Relief Law whether or not a
claim for such interest is, or would be, allowed in such proceeding (an “Insolvency or Liquidation
Proceeding”)) and premium, if any, on all Indebtedness outstanding under
the Finance Documents and termination of all commitments to lend or otherwise
extend credit under the Finance Documents, (ii) payment in full in cash of
all other Finance Obligations that are due and payable or otherwise accrued and
owing at or prior to the time such principal and interest are paid (including
legal fees and other expenses, costs or charges accruing on or after the
commencement of any Insolvency or Liquidation Proceeding, whether or not a claim
for such fees, expenses, costs or charges is, or would be, allowed in such
Insolvency or Liquidation Proceeding), (iii) the receipt of cash collateral
(or a backstop letter of credit in respect thereof on terms acceptable to the
Issuing Lender and the Administrative Agent) in an amount at least equal to 105%
of all L/C Obligations in respect of all outstanding Letters of Credit issued or
deemed issued under the Credit Documents, (iv) termination or cash
collateralization (in an amount reasonably satisfactory to the Collateral Agent)
of all Swap Contracts and (v) termination or cash collateralization (in an
amount reasonably satisfactory to the Collateral Agent) of all Cash Management
Agreements.

       

      “Domestic Subsidiary”
means with respect to any Person each Subsidiary of such Person which is
organized under the laws of the United States or any political subdivision or
territory thereof, and “Domestic
Subsidiaries” means any two or more of them.

       

      “Federal Securities
Laws” has the meaning specified in Section 6.03(a)
of this Agreement.

       

      “Finance Document”
means (i) each Credit Document, (ii) each Swap Contract between one or
more Credit Parties and a Hedge Bank evidencing Swap Obligations permitted under
the Credit Agreement and (iii) each Cash Management Agreement between any
Credit Party and a Cash Management Bank, and “Finance Documents”
means all of them, collectively.

       

      “Finance Obligations”
means, at any date, (i) all Obligations, (ii) all Swap Obligations of
a Credit Party permitted under the Credit Agreement owed or owing under any Swap
Contract to any Hedge Bank and (iii) all Cash Management Obligations owing
under any Cash Management Agreement to a Cash Management Bank.

       

      
        
           

        

        
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      “Foreign Subsidiary”
means, with respect to any Person, any Subsidiary of such Person that is not a
Domestic Subsidiary of such Person.

       

      “General Intangibles”
means all “general intangibles” (as defined in the UCC), including, without
limitation, (i) all Payment Intangibles and other obligations and
indebtedness owing to any Credit Party in respect of Collateral and
(ii) all interests in limited liability companies and/or partnerships which
interests do not constitute Securities.

       

      “Instruments”
means:

       

      (i)           the
promissory notes described on Schedule II hereto,
as such Schedule may be amended, supplemented or modified from time to time (the
“Pledged
Notes”), and all interest, distributions, cash, instruments and other
property, income, profits and proceeds from time to time received or receivable
or otherwise made upon or distributed in respect of or in exchange for any or
all of the Pledged Notes;

       

      (ii)           all
additional or substitute promissory notes from time to time issued to or
otherwise acquired by any Credit Party in any manner in respect of Pledged Notes
or otherwise, and all interest, distributions, cash, instruments and other
property, income, profits and proceeds from time to time received or receivable
or otherwise made upon or distributed in respect of such additional or
substitute notes;

       

      
        
           

        

        
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      (iii)           all
promissory notes, bankers’ acceptances, commercial paper, negotiable
certificates of deposit and other obligations constituting “instruments” within
the meaning of the UCC; and

       

      (iv)           to
the extent not otherwise included in the foregoing, all cash and non-cash
Proceeds thereof.

       

      “L/C Obligations”
means, as at any date of determination, the aggregate amount available to be
drawn under all outstanding Letters of Credit plus the aggregate of all
Revolving L/C Obligations, including all L/C Disbursements and L/C Participating
Interests.

       

      “LLC Interests”
means:

       

      (i)           the
limited liability company membership interests described on Schedule III hereto,
as such Schedule may be amended, supplemented or modified from time to time (the
“Pledged LLC
Interests”), and all dividends, distributions, cash, instruments and
other property, income, profits and proceeds from time to time received or
receivable or otherwise made upon or distributed in respect of or in exchange
for any or all of the Pledged LLC Interests;

       

      (ii)           all
additional or substitute limited liability company membership interests from
time to time issued to or otherwise acquired by any Credit Party in any manner
in respect of Pledged LLC Interests or otherwise, and all dividends,
distributions, cash, instruments and other property, income, profits and
proceeds from time to time received or receivable or otherwise made upon or
distributed in respect of such additional or substitute membership
interests;

       

      (iii)           all
right, title and interest of any Credit Party in each limited liability company
to which any Pledged LLC Interest relates, including, without
limitation:

       

      (A)            all
interests of such Credit Party in the capital of such limited liability company
and in all profits, losses and assets, whether tangible or intangible and
whether real, personal or mixed, of such limited liability company, and all
other distributions to which such Credit Party shall at any time be entitled in
respect of such Pledged LLC Interests;

       

      (B)            all
other payments due or to become due to such Credit Party in respect of Pledged
LLC Interests, whether under any limited liability company agreement or
operating agreement or otherwise and whether as contractual obligations,
damages, insurance proceeds or otherwise;

       

      (C)            all
of such Credit Party’s claims, rights, powers, privileges, authority, options,
security interests, liens and remedies, if any, under any limited liability
company agreement or operating agreement, or at law or otherwise in respect of
such Pledged LLC Interests;

       

      (D)            all
present and future claims, if any, of such Credit Party against any such limited
liability company for moneys loaned or advanced, for services rendered or
otherwise; and

       

      (E)            all
of such Credit Party’s rights under any limited liability company agreement or
operating agreement or at law to exercise and enforce every right, power,
remedy, authority, option and privilege of such Credit Party relating to such
Pledged LLC Interests, including any power to terminate, cancel or modify any
limited liability company agreement or operating agreement, to execute any
instruments and to take any and all other action on behalf of and in the name of
such Credit Party in respect of such Pledged LLC Interests and any such limited
liability company, to make determinations, to exercise any election (including,
without limitation, election of remedies) or option to give or receive any
notice, consent, amendment, waiver or approval, together with full power and
authority to demand, receive, enforce, collect or give receipt for any of the
foregoing or for any  assets of any such limited liability company, to
enforce or execute any checks or other instruments or orders, to file any claims
and to take any other action in connection with any of the foregoing;
and

       

      (iv)           to
the extent not otherwise included in the foregoing, all cash and non-cash
Proceeds thereof.

       

      “Partnership
Interests” means:

       

      (i)           the
partnership interests described on Schedule IV hereto,
as such Schedule may be amended, supplemented or modified from time to time (the
“Pledged Partnership
Interests”), and all dividends, distributions, cash, instruments and
other property, income, profits and proceeds from time to time received or
receivable or otherwise made upon or distributed in respect of or in exchange
for any or all of the Pledged Partnership Interests;

       

      
        
           

        

        
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      (ii)           all
additional or substitute partnership interests from time to time issued to or
otherwise acquired by any Credit Party in any manner in respect of Pledged
Partnership Interests or otherwise, and all dividends, distributions, cash,
instruments and other property, income, profits and proceeds from time to time
received or receivable or otherwise made upon or distributed in respect of such
additional or substitute partnership interests;

       

      (iii)           all
right, title and interest of any Credit Party in each partnership to which any
Pledged Partnership Interest relates, including, without
limitation:

       

      (A)            all
interests of such Credit Party in the capital of such partnership and in all
profits, losses and assets, whether tangible or intangible and whether real,
personal or mixed, of such partnership, and all other distributions to which
such Credit Party shall at any time be entitled in respect of such Pledged
Partnership Interests;

       

      (B)            all
other payments due or to become due to such Credit Party in respect of Pledged
Partnership Interests, whether under any partnership agreement or otherwise and
whether as contractual obligations, damages, insurance proceeds or
otherwise;

       

      (C)            all
of such Credit Party’s claims, rights, powers, privileges, authority, options,
security interests, liens and remedies, if any, under any partnership agreement,
or at law or otherwise in respect of such Pledged Partnership
Interests;

       

      (D)            all
present and future claims, if any, of such Credit Party against any such
partnership for moneys loaned or advanced, for services rendered or otherwise;
and

       

      (E)            all
of such Credit Party’s rights under any partnership agreement or at law to
exercise and enforce every right, power, remedy, authority, option and privilege
of such Credit Party relating to such Pledged Partnership Interests, including
any power to terminate, cancel or modify any partnership agreement, to execute
any instruments and to take any and all other action on behalf of and in the
name of such Credit Party in respect of such Pledged Partnership Interests and
any such partnership, to make determinations, to exercise any election
(including, without limitation, election of remedies) or option to give or
receive any notice, consent, amendment, waiver or approval, together with full
power and authority to demand, receive, enforce, collect or give receipt for any
of the foregoing or for any  assets of any such partnership, to
enforce or execute any checks or other instruments or orders, to file any claims
and to take any other action in connection with any of the foregoing;
and

       

      
        
           

        

        
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      (iv)           to
the extent not otherwise included in the foregoing, all cash and non-cash
Proceeds thereof.

       

      “Perfection
Certificate” means with respect to each Credit Party a certificate,
substantially in the form of Exhibit F to the
Credit Agreement, completed and supplemented with the schedules and attachments
contemplated thereby.

       

      “Pledged LLC
Interests” has the meaning specified in clause (i) of
the definition of “LLC Interests”.

       

      “Pledged Notes” has
the meaning specified in clause (i) of
the definition of “Instruments”.

       

      “Pledged Partnership
Interests” has the meaning specified in clause (i) of
the definition of “Partnership Interests”.

       

      “Pledged Shares” has
the meaning specified in clause (i) of
the definition of “Stock”.

       

      “Secured Party” has
the meaning specified in the introductory section hereof.

       

      “Security Interests”
means the security interests in the Collateral granted under this Agreement
securing the Finance Obligations.

       

      “Stock”
means:

       

      (i)           the
shares of capital stock and other Securities described on Schedule I hereto, as
such Schedule may be amended, supplemented or modified from time to time (the
“Pledged
Shares”), and all dividends, interest, distributions, cash, instruments
and other property, income, profits and proceeds from time to time received,
receivable or otherwise made upon or distributed in respect of or in exchange
for any or all of the Pledged Shares;

       

      (ii)           all
additional or substitute shares of capital stock or other equity interests of
any class of any issuer from time to time issued to or otherwise acquired by any
Credit Party in any manner in respect of Pledged Shares or otherwise, the
certificates representing such additional or substitute shares, and all
dividends, interest, distributions, cash, instruments and other property,
income, profits and proceeds from time to time received, receivable or otherwise
made upon or distributed in respect of or in exchange for any or all of such
additional or substitute shares; and

       

      (iii)           to
the extent not otherwise included in the foregoing, all cash and non-cash
proceeds thereof.

       

      “Supporting
Obligation” means a letter-of-credit right, Contingent Obligation or
other secondary obligation supporting, or any Lien securing, the payment or
performance of one or more Instruments, Investment Property or other item of
Collateral.

       

      
        
           

        

        
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      “Swap Obligation” of
any Person means all obligations (including, without limitation, any amounts
which accrue after the commencement of any bankruptcy or insolvency proceeding
with respect to such Person, whether or not allowed or allowable as a claim
under any proceeding under any Debtor Relief Law) of such Person in respect of
any Swap Contract, excluding any amounts which such Person is entitled to
set-off against its obligations under applicable law.

       

      “UCC” means the
Uniform Commercial Code as in effect from time to time in the State of New York;
provided that
if by reason of mandatory provisions of law, the perfection, the effect of
perfection or non-perfection or the priority of the Security Interests in any
Collateral is governed by the Uniform Commercial Code as in effect in a
jurisdiction other than New York, “UCC” means the
Uniform Commercial Code as in effect in such other jurisdiction for purposes of
the provisions hereof relating to such perfection, effect of perfection or
non-perfection or priority.

       

      Section
1.04             Terms
Generally.  The
definitions in Sections 1.02
and 1.03 shall
apply equally to both the singular and plural forms of the terms
defined.  Whenever the context may require, any pronoun shall include
the corresponding masculine, feminine and neuter forms.  The words
“include”, “includes” and “including” shall be deemed to be followed by the
phrase “without limitation”.  All references herein to Articles,
Sections, Exhibits and Schedules shall be deemed references to Articles and
Sections of, and Exhibits and Schedules to, this Agreement unless the context,
shall otherwise require.  Unless otherwise expressly provided herein,
the word “day” means a calendar day.

       

      ARTICLE
II

      THE
SECURITY INTERESTS

       

      Section
2.01             Grant of Security
Interests.  To
secure the due and punctual payment of all Finance Obligations, howsoever
created, arising or evidenced, whether direct or indirect, absolute or
contingent, now or hereafter existing or due or to become due, in accordance
with the terms thereof and to secure the performance of all of the obligations
of each Credit Party hereunder and under the other Finance Documents, each
Credit Party hereby grants to the Collateral Agent for the benefit of the
Secured Parties a security interest in, and each Credit Party hereby pledges and
collaterally assigns to the Collateral Agent for the benefit of the Secured
Parties, all of such Credit Party’s right, title and interest in, to and under
the following, whether now owned or existing or hereafter acquired, created or
arising, whether tangible or intangible, and regardless of where located (all of
which are herein collectively called the “Collateral”):

       

      (i)           
Stock;

       

      (ii)           Instruments;

       

      (iii)           LLC
Interests;

       

      (iv)           Partnership
Interests;

       

      (v)           Investment
Property;

       

      (vi)           Financial
Assets;

       

      
        
           

        

        
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      (vii)          all
General Intangibles; and

       

      (viii)         all
Proceeds of all or any of the Collateral described in clauses (i)
through (vii)
hereof;

       

      provided, however, that, except
as otherwise required by Section 8.10 of
the Credit Agreement, the Collateral shall not include (i) any of the
outstanding capital stock of, or other equity interests in, any Subsidiary of
the Company which is owned by another Subsidiary of the Company; (ii) more
than 65% of the outstanding capital stock of, or other equity interests in, any
Foreign Subsidiary owned directly by the Company; (iii) any of the
outstanding capital stock of, or other equity interests in, ATS or ALC if and so
long as the aggregate book value of their Excluded Domestic Assets does not
exceed the Allowed Exclusion Amount; or (iv) any of the outstanding capital
stock of, or other equity interests, in any Subsidiary where such pledge would
(A) be prohibited by applicable law, (B) result in material adverse
tax consequences to the Company, (C) in the case of any Subsidiary which is
not a Wholly-Owned Subsidiary or any joint venture existing on the Effective
Date, result in a breach of a joint venture agreement, operating agreement or
other similar document or agreement in the form existing on the Effective Date,
(D) in the case of any Subsidiary which is not a Wholly-Owned Subsidiary or
any joint venture created or acquired after the Effective Date, result in a
breach of a joint venture agreement, operating agreement or other similar
document or agreement, provided that the
Company shall use its commercially reasonable efforts to obtain all consents or
take such other actions as may be necessary to enable the pledge of such capital
stock or other equity interests, or (E) cause the Company to incur costs
associated with such pledge that are excessive in comparison to the benefits
afforded to the Lenders, as reasonably determined by the Administrative Agent),
and provided
further that to
the extent the Company does not ultimately acquire 100% of the outstanding
capital stock or other equity interests of any acquired or newly formed
Subsidiary in any Permitted Acquisition, notwithstanding clause (iv)(D)
above but except as provided in clauses (ii) or (iv)(A),(B) and (E) above,
the Collateral Agent shall receive a pledge of all outstanding capital stock or
other equity interests of such entity held by the Company.

       

      Section
2.02              Security Interests
Absolute.  All
rights of the Collateral Agent, all security interests hereunder and all
obligations of each Credit Party hereunder are unconditional and absolute and
independent and separate from any other security for or guaranty of the Finance
Obligations, whether executed by such Credit Party, any other Credit Party or
any other Person.  Without limiting the generality of the foregoing,
the obligations of each Credit Party hereunder shall not be released, discharged
or otherwise affected or impaired by:

       

      (i)           any
extension, renewal, settlement, compromise, acceleration, waiver or release in
respect of any obligation of any other Credit Party under any Finance Document
or any other agreement or instrument evidencing or securing any Finance
Obligation, by operation of law or otherwise;

       

      (ii)           any
change in the manner, place, time or terms of payment of any Finance Obligation
or any other amendment, supplement or modification to any Finance Document or
any other agreement or instrument evidencing or securing any Finance
Obligation;

       

      
        
           

        

        
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      (iii)           any
release, non-perfection or invalidity of any direct or indirect security for any
Finance Obligation, any sale, exchange, surrender, realization upon, offset
against or other action in respect of any direct or indirect security for any
Finance Obligation or any release of any other obligor or Credit Parties in
respect of any Finance Obligation;

       

      (iv)           any
change in the existence, structure or ownership of any Credit Party, or any
insolvency, bankruptcy, reorganization, arrangement, readjustment, composition,
liquidation or other similar proceeding affecting any Credit Party or its assets
or any resulting disallowance, release or discharge of all or any portion of any
Finance Obligation;

       

      (v)           the
existence of any claim, set-off or other right which any Credit Party may have
at any time against the Company, any other Credit Party, any Agent, any other
Secured Party or any other Person, whether in connection herewith or any
unrelated transaction; provided that nothing
herein shall prevent the assertion of any such claim by separate suit or
compulsory counterclaim;

       

      (vi)           any
invalidity or unenforceability relating to or against the Company or any other
Credit Party for any reason of any Finance Document or any other agreement or
instrument evidencing or securing any Finance Obligation or any provision of
applicable law or regulation purporting to prohibit the payment by the Company
or any other Credit Party of any Finance Obligation;

       

      (vii)           any
failure by any Secured Party:  (A) to file or enforce a claim
against any Credit Party or its estate (in a bankruptcy or other proceeding);
(B) to give notice of the existence, creation or incurrence by any Credit
Party of any new or additional indebtedness or obligation under or with respect
to the Finance Obligations; (C) to commence any action against any Credit
Party; (D) to disclose to any Credit Party any facts which such Secured
Party may now or hereafter know with regard to any Credit Party; or (E) to
proceed with due diligence in the collection, protection or realization upon any
collateral securing the Finance Obligations;

       

      (viii)         any
direction as to application of payment by the Company, any other Credit Party or
any other Person;

       

      (ix)           any
subordination by any Secured Party of the payment of any Finance Obligation to
the payment of any other liability (whether matured or unmatured) of any Credit
Party to its creditors;

       

      (x)           any
act or failure to act by the Collateral Agent or any other Secured Party under
this Agreement or otherwise which may deprive any Credit Party of any right to
subrogation, contribution or reimbursement against any other Credit Party or any
right to recover full indemnity for any payments made by such Credit Party in
respect of the Finance Obligations; or

       

      
        
           

        

        
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      (xi)           any
other act or omission to act or delay of any kind by any Credit Party or any
Secured Party or any other Person or any other circumstance whatsoever which
might, but for the provisions of this clause, constitute a legal or equitable
discharge of any Credit Party’s obligations hereunder, except that a Credit
Party may assert the defense of final payment in full of the Finance
Obligations.

       

      Each
Credit Party has irrevocably and unconditionally delivered this Agreement to the
Collateral Agent, for the benefit of the Secured Parties, and the failure by any
other Person to sign this Agreement or a pledge agreement similar to this
Agreement or otherwise shall not discharge the obligations of any Credit Party
hereunder.

       

      This
Agreement shall remain fully enforceable against each Credit Party irrespective
of any defenses that any other Credit Party may have or assert in respect of the
Finance Obligations, including, without limitation, failure of consideration,
breach of warranty, payment, statute of frauds, statute of limitations, accord
and satisfaction and usury, except that a Credit Party may assert the defense of
final payment in full of the Finance Obligations.

       

      Section
2.03       Continuing Liability of the
Credit Parties.  The
Security Interests are granted as security only and shall not subject the
Collateral Agent or any Secured Party to, or transfer or in any way affect or
modify, any obligation or liability of any Credit Party with respect to any of
the Collateral or any transaction in connection therewith.

       

      ARTICLE
III

      REPRESENTATIONS
AND WARRANTIES

       

      Each
Credit Party represents and warrants that:

       

      Section
3.01       Title to
Collateral.  Such
Credit Party is the legal, record and beneficial owner of, and has good and
marketable title to, all of the Collateral pledged by it hereunder, free and
clear of any Liens other than Permitted Liens and Liens securing indebtedness to
be repaid with the proceeds of the initial Loans under the Credit Agreement and
in respect of which the Administrative Agent has received pay-off letters and
instruments appropriate under local law to effect the termination of such
Liens.  Other than financing statements or other similar or equivalent
documents or instruments with respect to the Security Interests and Permitted
Liens, no financing statement, mortgage, security agreement or similar or
equivalent document or instrument covering all or any part of the Collateral is
on file or of record in any jurisdiction in which such filing or recording would
be effective to perfect a Lien on such Collateral.  No Collateral is
in the possession or control of any Person asserting any claim thereto or
security interest therein, except that the Collateral Agent or its nominee,
custodian or a Securities Intermediary acting on its behalf may have possession
and/or control of Collateral as contemplated hereby and by the other Credit
Documents.

       

      Section
3.02       Validity, Perfection and
Priority of Security Interests.  The
Security Interests constitute valid security interests under the UCC securing
the Finance Obligations.  Upon Delivery of all Collateral to the
Collateral Agent in accordance with, and to the extent required by, the
provisions hereof and due filing of Uniform Commercial Code financing statements
stating that the same covers “all assets of the Debtor”, “all personal property
of the Debtor” or words of similar import in the offices specified on Schedule 4.01 of
the Security Agreement, the Security Interests shall constitute perfected
security interests in all right, title and interest of such Credit Party in the
Collateral (subject to the requirements of Section 9-315 of the UCC with
respect to any proceeds of Collateral and to the further requirement that
additional steps may be necessary to perfect the Security Interests in dividends
or other distributions in kind), in each case prior to all other Liens and
rights of others therein except for Permitted Liens, and, to the extent control
of such Collateral may be obtained pursuant to Article 8 and/or 9 of the
UCC, the Collateral Agent will have control of the Collateral subject to no
adverse claims of any Person.  Except as set forth on Schedule 4.01 of
the Security Agreement, on and as of the date hereof no registration,
recordation or filing with any Governmental Authority is required in connection
with the execution and delivery of this Agreement or necessary for the validity
or enforceability hereof or for the perfection of the Security
Interests.

       

      
        
           

        

        
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      Section
3.03       Collateral.  (a)  Schedules I, II, III and IV hereto (as such
schedules may be amended, supplemented or modified from time to time) set forth,
as of the date hereof (or as of the date of such amendment, supplement, or
modification) (i) the name and jurisdiction of organization of, and the
ownership interest (including percentage owned and number of shares, units or
other equity interests) of such Credit Party in the Shares, LLC Interests and
Partnership Interests issued by each of such Credit Party’s direct Subsidiaries
which are required to be included in the Collateral and pledged hereunder,
(ii) all other Shares, LLC Interests and Partnership Interests directly
owned by such Credit Party that are required to be included in the Collateral
and pledged hereunder and (iii) the issuer, date of issuance and amount of
all promissory notes directly owned or held by such Credit Party that are
required to be included in the Collateral and pledged hereunder.  Such
Credit Party holds all such Collateral directly (i.e., not through a Subsidiary,
Securities Intermediary or any other Person).

       

      (b)           All
Collateral consisting of Pledged Shares, Pledged LLC Interests and Pledged
Partnership Interests has been duly authorized and validly issued, is fully paid
and non-assessable and is subject to no options to purchase or similar rights of
any Person.  Except as set forth on Schedules I, III and IV hereto,
(i) such Collateral constitutes 100% of the issued and outstanding shares
of capital stock or other equity interests of the respective issuers thereof,
(ii) no issuer of Collateral has outstanding any security convertible into
or exchangeable for any shares of its capital stock or other equity interests or
any warrant, option, convertible security, instrument or other interest
entitling the holder thereof to acquire any such shares or any security
convertible into or exchangeable for such shares, (iii) there are no voting
trusts, stockholder agreements, proxies or other agreements in effect with
respect to the voting or transfer of such shares of its capital stock and
(iv) there are no Liens or agreements, arrangements or obligations to
create or give any Lien relating to any such shares of capital
stock.  No Credit Party is now a party to or otherwise bound by any
agreement, other than this Agreement and the other Credit Documents, which
restricts in any materially adverse manner the rights of the Collateral Agent or
any other present or future holder of any Collateral with respect
thereto.

       

      Section
3.04        No
Consents.  No
consent of any other Person (including, without limitation, any stockholder or
creditor of such Credit Party or any of its Subsidiaries) and no order, consent,
approval, license, authorization or validation of, or filing, recording or
registration with, or exemption by any Governmental Authority is required to be
obtained by such Credit Party in connection with the execution, delivery or
performance of this Agreement, or in connection with the exercise of the rights
and remedies of the Collateral Agent pursuant to this Agreement, except as may
be required to perfect the Security Interests or in connection with the
disposition of the Collateral by laws affecting the offering and sale of
securities generally.

       

      
        
           

        

        
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      ARTICLE
IV

      COVENANTS

       

      Each
Credit Party covenants and agrees that until the payment in full of all Finance
Obligations (other than Unmatured Surviving Obligations) and until there is no
commitment by any Secured Party to make further advances, incur obligations or
otherwise give value, such Credit Party will comply with the
following:

       

      Section
4.01         Delivery of
Collateral.  All
Collateral (other than “Excepted Instruments” as defined in the Security
Agreement) shall be Delivered to and held by or on behalf of the Collateral
Agent pursuant hereto; provided that so long
as no Event of Default shall have occurred and be continuing, and except as
required by the Security Agreement or any other Credit Document, each Credit
Party may retain any Collateral (i) consisting of checks, drafts and other
Instruments (other than Pledged Notes and any additional or substitute
promissory notes issued to or otherwise acquired by such Credit Party in respect
of Pledged Notes) received by it in the ordinary course of business or
(ii) which it is otherwise entitled to receive and retain pursuant to Section 5.01
hereof, and the Collateral Agent shall, promptly upon request of any Credit
Party, make appropriate arrangements for making any Collateral consisting of an
Instrument or a Certificated Security pledged by such Credit Party available to
it for purposes of presentation, collection or renewal (any such arrangement to
be effected, to the extent deemed appropriate by the Collateral Agent, against a
trust receipt or like document); and provided, further, that, except
as otherwise provided in the Credit Agreement, Collateral constituting
Uncertificated Securities and/or Securities Accounts on the Closing Date (and
any Securities Entitlements credited to any such Securities Account) shall be
Delivered on or prior to the date which is 30 days after the Closing
Date.  All Collateral Delivered hereunder and shall be accompanied by
any required transfer tax stamps.  The Collateral Agent shall have the
right upon the occurrence and during the continuance of an Event of Default, and
upon notice to the Company, to cause any or all of the Collateral to be
transferred of record into the name of the Collateral Agent or its
nominee.  Each Credit Party will promptly give the Collateral Agent
copies of any material notices or other material communications received by it
with respect to Collateral registered in the name of such Credit Party, and the
Collateral Agent will promptly give each Credit Party copies of any material
notices and material communications received by the Collateral Agent with
respect to Collateral registered in the name of the Collateral Agent or its
nominee or custodian.

       

      Section
4.02          Delivery of Perfection
Certificate; Filing of Financing Statements and Delivery of Search
Reports.  On
or prior to the Closing Date, such Credit Party (or, if later, the date such
Credit Party becomes a party hereto pursuant to Section 8.10)
shall deliver its Perfection Certificate to the Collateral Agent and shall
authorize all filings and recordings and other actions specified on Schedule 4.01 to
the Security Agreement to be completed.  The information set forth in
the Perfection Certificate shall be correct and complete as of the Closing
Date.

       

      
        
           

        

        
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      Section
4.03           Change of Name, Identity, Structure or
Location; Subjection to Other Security Agreements.  Such
Credit Party will not change the location of any Collateral or its name,
organizational structure or location (determined as provided in
Section 9-307 of the UCC) in any manner, and shall not become bound, as
provided in Section 9-203(d) of the UCC, by a security agreement entered
into by another Person, in each case unless it shall have given the Collateral
Agent not less than 30 days’ prior notice thereof.  Such Credit
Party shall not in any event change the location of any Collateral or its name,
organizational structure or location (determined as provided in
Section 9-307 of the UCC), or become bound, as provided in
Section 9-203(d) of the UCC, by a security agreement entered into by
another Person, if such change would cause the Security Interests in any
Collateral to lapse or cease to be perfected unless such Credit Party has taken
on or before the date of lapse all actions necessary to ensure that the Security
Interests in the Collateral do not lapse or cease to be perfected.

       

      Section
4.04            Further
Actions.  Such
Credit Party will, from time to time at its expense and in such manner and form
as the Collateral Agent may reasonably request, execute, deliver, file and
record or authorize the recording of any financing statement, specific
assignment, instrument, document, agreement or other paper and take any other
action (including, without limitation, any filings of financing or continuation
statements under the UCC) that from time to time may be necessary or advisable
in the reasonable judgment of the Collateral Agent, or that the Collateral Agent
may request, in order to create, preserve, perfect or maintain the Security
Interests or to enable the Collateral Agent and the Secured Parties to exercise
and enforce any of its rights, powers and remedies created hereunder or under
applicable law with respect to any of the Collateral.  To the extent
permitted by applicable law, such Credit Party hereby authorizes the Collateral
Agent to execute and file, in the name of such Credit Party or otherwise and
without the separate authorization or authentication of such Credit Party
appearing thereon, such UCC financing statements or continuation statements as
the Collateral Agent in its sole discretion may determine necessary or
reasonably appropriate to perfect or maintain the perfection of the Security
Interests.  Such Credit Party agrees that, except to the extent that
any filing office requires otherwise, a carbon, photographic, photostatic or
other reproduction of this Agreement or of a financing statement is sufficient
as a financing statement.  The Credit Parties shall pay the costs of,
or incidental to, any recording or filing of any financing or continuation
statements concerning the Collateral.

       

      Section
4.05             Disposition of
Collateral.  Such
Credit Party will not sell, exchange, assign or otherwise dispose of, or grant
any option with respect to, any Collateral or create or suffer to exist any Lien
(other than the Security Interests and Permitted Liens) on any Collateral except
that, subject to the rights of the Collateral Agent hereunder if a Default or an
Event of Default shall have occurred and be continuing, such Credit Party may
sell, exchange, assign or otherwise dispose of, or grant options with respect
to, Collateral to the extent expressly permitted by the Credit Agreement,
whereupon, in the case of any such disposition, the Security Interests created
hereby in such item (but not in any Proceeds arising from such disposition)
shall cease immediately without any further action on the part of the Collateral
Agent.

       

      Section
4.06              Additional
Collateral.  Such
Credit Party will cause each issuer of the Collateral that is a Subsidiary of
such Credit Party not to issue any stock, other securities, limited liability
company membership interests, partnership interests, promissory notes or other
instruments in addition to or in substitution for the Pledged Shares, Pledged
LLC Interests, Pledged Partnership Interests and Pledged Notes issued by such
issuer (in each case to the extent that such items constitute Collateral),
except to such Credit Party and, in the event that any issuer of Collateral at
any time issues any additional or substitute stock, other securities, limited
liability company membership interests, partnership interests, promissory notes
or other instruments to such Credit Party, such Credit Party will, if
applicable, promptly Deliver all such items (in each case to the extent
that such items constitute Collateral) to the Collateral Agent to hold as
Collateral hereunder and will within 10 days thereafter deliver to the
Collateral Agent a certificate executed by an authorized officer of such Credit
Party describing such Pledged Shares, Pledged LLC Interests, Pledged Partnership
Interests and/or Pledged Notes, attaching such supplements to Schedules I
through IV
hereto as are necessary to cause such Schedules to be complete and accurate at
such time and certifying that such Pledged Shares, Pledged LLC Interests,
Pledged Partnership Interests and/or Pledged Notes have been duly pledged with
the Collateral Agent hereunder.

       

      
        
           

        

        
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      Section
4.07               Information Regarding
Collateral.  Such
Credit Party will, promptly upon request, provide to the Collateral Agent all
information and evidence it may reasonably request concerning the Collateral to
enable the Collateral Agent to enforce the provisions of this
Agreement.

       

      ARTICLE
V

      DISTRIBUTIONS
ON COLLATERAL; VOTING

       

      Section
5.01                Right to Receive
Distributions on Collateral; Voting.  (a)  So
long as no Event of Default shall have occurred and be continuing:

       

      (i)           Each
Credit Party shall be entitled to exercise any and all voting, management,
administration and other consensual rights pertaining to the Collateral or any
part thereof for any purpose not inconsistent with the terms of this Agreement
and the other Credit Documents; provided, however, that no
Credit Party shall exercise or refrain from exercising any such right if, in the
Collateral Agent’s reasonable judgment, such action would violate or be
inconsistent with any of the terms of this Agreement, any other Credit Document,
or would have the effect of impairing the position or interests of the
Collateral Agent hereunder or thereunder.

       

      (ii)           Each
Credit Party shall be entitled to receive and retain any and all dividends,
interest, distributions, cash, instruments and other payments and distributions
made upon or in respect of the Collateral; provided, however, that any and
all:

       

      (A)           dividends,
interest and other payments and distributions paid or payable other than in cash
in respect of, and instruments and other property received, receivable or
otherwise distributed in respect of, or in exchange for, any
Collateral;

       

      (B)           additional
stock, other securities, limited liability company membership interests,
partnership interests, promissory notes or other instruments or property paid or
distributed in respect of any Pledged Shares, Pledged LLC Interests or Pledged
Partnership Interests by way of share-split, spin-off, split-up,
reclassification, combination of shares or similar rearrangement;
and

       

      
        
           

        

        
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      (C)           all
other or additional stock, other securities, limited liability company
membership interests, partnership interests, promissory notes or other
instruments or property which may be paid in respect of the Collateral by reason
of any consolidation, merger, exchange of shares, conveyance of assets,
liquidation or similar reorganization;

       

      shall
forthwith be Delivered to the Collateral Agent or its nominee or custodian to
hold as Collateral hereunder.

       

      (iii)           So
long as no Event of Default has occurred and is continuing, the Collateral Agent
shall, upon written request from any Credit Party, execute and deliver (or cause
to be executed and delivered) to such Credit Party or as specified in such
request all proxies, powers of attorney, consents, ratifications and waivers and
other instruments as such Credit Party may reasonably request for the purpose of
enabling such Credit Party to exercise the voting and other rights which it is
entitled to exercise pursuant to paragraph (i)
above and to receive the dividends, interest, distributions, cash, instruments
or other payments or distributions which it is authorized to receive and retain
pursuant to paragraph (ii)
above in respect of any of the Collateral which is registered in the name of the
Collateral Agent or its nominee.

       

      (b)           Upon
the occurrence and during the continuance of an Event of Default:

       

      (i)           All
rights of each Credit Party to receive the dividends, interest, distributions,
cash, instruments and other payments and distributions which it would otherwise
be authorized to receive and retain pursuant to Section 5.01(a)(ii)
shall cease, and all such rights shall thereupon become vested in the Collateral
Agent, which shall thereupon have the sole right to receive and hold as
Collateral such dividends, interest, distributions, cash, instruments and other
payments and distributions;

       

      (ii)           All
dividends, interest, distributions, cash, instruments and other payments and
distributions which are received by any Credit Party contrary to the provisions
of paragraph (i) of this Section 5.01(b)
shall be received in trust for the benefit of the Collateral Agent, shall be
segregated from other property or funds of such Credit Party and shall be
forthwith Delivered, in the same form as so received to the Collateral Agent
or  its nominee or custodian to hold as Collateral.

       

      (c)           Upon
the occurrence and during the continuance of an Event of Default, all rights of
such Credit Party to exercise the voting, management, administration and other
consensual rights which it would otherwise be entitled to exercise pursuant to
Section 5.01(a)(i)
shall cease, all such rights shall thereupon become vested in the Collateral
Agent, who shall thereupon have the sole right to exercise such voting and other
consensual rights, and such Credit Party shall take all actions as may be
necessary or appropriate to effect such right of the Collateral
Agent.

       

      
        
           

        

        
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      ARTICLE
VI

      GENERAL
AUTHORITY; REMEDIES

       

      Section
6.01           General
Authority.  Until
the payment in full of all Finance Obligations (other than contingent
indemnification obligations) and until there is no commitment by any Secured
Party to make further advances, incur obligations or otherwise give value, each
Credit Party hereby irrevocably appoints the Collateral Agent and any officer or
agent thereof as its true and lawful attorney-in-fact, with full power of
substitution, in the name of such Credit Party, the Collateral Agent, the
Secured Parties or otherwise, for the sole use and benefit of the Collateral
Agent and the Secured Parties, but at such Credit Party’s expense, to the extent
permitted by law, to exercise at any time and from time to time while an Event
of Default has occurred and is continuing, all or any of the following powers
with respect to all or any of the Collateral; such power, being coupled with an
interest, is irrevocable until the Discharge of Finance Obligations (other than
contingent indemnification obligations) and until there is no commitment by any
Secured Party to make further advances, incur obligations or otherwise give
value:

       

      (i)           to
take any and all reasonably appropriate action and to execute any and all
documents and instruments which may be necessary or desirable to carry out the
terms of this Agreement;

       

      (ii)           to
receive, take, indorse, assign and deliver any and all checks, notes, drafts,
acceptances, documents and other negotiable and non-negotiable Instruments taken
or received by such Credit Party as, or in connection with, the
Collateral;

       

      (iii)           to
accelerate any Pledged Note which may be accelerated in accordance with its
terms, and to otherwise demand, sue for, collect, receive and give acquittance
for any and all monies due or to become due on or by virtue of any
Collateral;

       

      (iv)           to
commence, settle, compromise, compound, prosecute, defend or adjust any claim,
suit, action or proceeding with respect to, or in connection with, the
Collateral;

       

      (v)           to
sell, transfer, assign or otherwise deal in or with the Collateral or the
Proceeds or avails thereof, as fully and effectually as if the Collateral Agent
were the absolute owner thereof;

       

      (vi)           to
extend the time of payment of any or all of the Collateral and to make any
allowance and other adjustments with respect thereto;

       

      (vii)          to
vote all or any part of the Pledged Shares, Pledged LLC Interests, Pledged
Partnership Interests and/or Pledged Notes (whether or not transferred into the
name of the Collateral Agent) and give all consents, waivers and ratifications
in respect of the Collateral; and

       

      
        
           

        

        
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      (viii)         to
do, at its option, but at the expense of the Credit Parties, at any time or from
time to time, all acts and things which the Collateral Agent deems reasonably
necessary to protect or preserve the Collateral and to realize upon the
Collateral.

       

      Section
6.02        Remedies upon Event of
Default.  (a)  If
any Event of Default has occurred and is continuing, the Collateral Agent may,
in addition to all other rights and remedies granted to it in this Agreement and
in any other agreement securing, evidencing or relating to the Finance
Obligations (including, without limitation, the right to give instructions or a
notice of sole control to an issuer subject to an Issuer Control
Agreement):  (i) exercise on behalf of the Secured Parties all
rights and remedies of a secured party under the UCC (whether or not in effect
in the jurisdiction where such rights are exercised) and, in addition,
(ii) without demand of performance or other demand or notice of any kind
(except as herein provided or as may be required by mandatory provisions of law)
to or upon any Credit Party or any other Person (all of which demands and/or
notices are hereby waived by each Credit Party), (A) apply all cash, if
any, then held by it as Collateral as specified in Section 6.07 and
(B) if there shall be no such cash or if such cash shall be insufficient to
pay all the Finance Obligations in full or cannot be so applied for any reason
or if the Collateral Agent determines to do so, collect, receive, appropriate
and realize upon the Collateral and/or sell, assign, give an option or options
to purchase or otherwise dispose of and deliver the Collateral (or contract to
do so) or any part thereof in one or more parcels (which need not be in round
lots) at public or private sale or at broker’s board or on any securities
exchange, at any office of the Collateral Agent or elsewhere in such manner as
is commercially reasonable and as the Collateral Agent may deem best, for cash,
on credit or for future delivery, without assumption of any credit risk and at
such price or prices as the Collateral Agent may deem reasonably
satisfactory.

       

      (b)           If
any Event of Default has occurred and is continuing, the Collateral Agent shall
give each Credit Party not less than ten days’ prior notice of the time and
place of any sale or other intended disposition of any of the Collateral, except
any Collateral which threatens to decline speedily in value or is of a type
customarily sold on a recognized market.  Any such notice shall
(i) in the case of a public sale, state the time and place fixed for such
sale, (ii) in the case of a sale at a broker’s board or on a securities
exchange, state the board or exchange at which such sale is to be made and the
day on which the Collateral, or the portion thereof being sold, will first be
offered for sale, (iii) in the case of a private sale, state the day after
which such sale may be consummated, (iv) contain the information specified
in Section 9-613 of the UCC, (v) be authenticated and (vi) be
sent to the parties required to be notified pursuant to Section 9-611(c) of
the UCC; provided that, if the
Collateral Agent fails to comply with this sentence in any respect, its
liability for such failure shall be limited to the liability (if any) imposed on
it as a matter of law under the UCC.  The Collateral Agent and each
Credit Party agree that such notice constitutes reasonable notification within
the meaning of Section 9-611 of the UCC.  Except as otherwise
provided herein, each Credit Party hereby waives, to the extent permitted by
applicable law, notice and judicial hearing in connection with the Collateral
Agent’s taking possession or disposition of any of the Collateral.

       

      
        
           

        

        
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      (c)           The
Collateral Agent or any Secured Party may be the purchaser of any or all of the
Collateral so sold at any public sale (or, if the Collateral is of a type
customarily sold in a recognized market or is of a type which is the subject of
widely distributed standard price quotations, at any private
sale).  Each Credit Party will execute and deliver such documents and
take such other action as the Collateral Agent deems necessary or reasonably
advisable in order that any such sale may be made in compliance with
law.  Upon any such sale, the Collateral Agent shall have the right to
deliver, assign and transfer to the purchaser thereof the Collateral so
sold.  Each purchaser at any such sale shall hold the Collateral so
sold to it absolutely and free from any claim or right of whatsoever
kind.  Any such public sale shall be held at such time or times within
ordinary bankers hours and at such place or places as the Collateral Agent may
fix in the notice of such sale.  At any such sale, the Collateral may
be sold in one lot as an entirety or in separate parcels, as the Collateral
Agent may determine.  The Collateral Agent shall not be obligated to
make any such sale pursuant to any such notice.  The Collateral Agent
may, without notice or publication, adjourn any public or private sale or cause
the same to be adjourned from time to time by announcement at the time and place
fixed for the sale, and such sale may be made at any time or place to which the
same may be so adjourned without further notice.  In the case of any
sale of all or any part of the Collateral on credit or for future delivery, the
Collateral so sold may be retained by the Collateral Agent until the selling
price is paid by the purchaser thereof, but the Collateral Agent shall not incur
any liability in the case of the failure of such purchaser to take up and pay
for the Collateral so sold and, in the case of any such failure, such Collateral
may again be sold upon like notice.

       

      Section
6.03         Securities
Act.  In
view of the position of the Credit Parties in relation to the Collateral, or
because of other present or future circumstances, a question may arise under the
Securities Act of 1933, as now or hereafter in effect, or any similar statute
hereafter enacted analogous in purpose or effect (such Act and any such similar
statute as from time to time in effect being herein called the “Federal Securities
Laws”) with respect to any disposition of the Collateral permitted
hereunder.  Each Credit Party understands that compliance with the
Federal Securities Laws might very strictly limit the course of conduct of the
Collateral Agent if the Collateral Agent were to attempt to dispose of all or
any part of the Collateral, and might also limit the extent to which or the
manner in which any subsequent transferee of any Collateral could dispose of the
same.  Similarly, there may be other legal restrictions or limitations
affecting the Collateral Agent in any attempt to dispose of all or part of the
Collateral under applicable Blue Sky or other state securities laws or similar
laws analogous in purpose or effect.  Without limiting the generality
of the foregoing, the provisions of this Section 6.03
would apply if, for example, the Collateral Agent were to place all or any part
of the Collateral for private placement by an investment banking firm, or if
such investment banking firm purchased all or any part of the Collateral for its
own account, or if the Collateral Agent placed all or any part of the Collateral
privately with a purchaser or purchasers.

       

      Accordingly,
each Credit Party expressly agrees that the Collateral Agent is authorized, in
connection with any sale of any Collateral, if it deems it advisable so to do,
(i) to restrict the prospective bidders on or purchasers of any of the
Collateral to a limited number of sophisticated investors who will represent and
agree that they are purchasing for their own account for investment and not with
a view to the distribution or sale of any of such Collateral, (ii) to cause
to be placed on certificates for any or all of the Collateral or on any other
securities pledged hereunder a legend to the effect that such security has not
been registered under the Securities Act of 1933 and may not be disposed of in
violation of the provision of said Act and (iii) to impose such other
limitations or conditions in connection with any such sale as the Collateral
Agent deems necessary or advisable in order to comply with said Act or any other
law.  Each Credit Party covenants and agrees that it will execute and
deliver such documents and take such other action as the Collateral Agent deems
necessary or reasonably advisable in order that any such sale may be made in
compliance with the Securities Act of 1933 and all other applicable
laws.  Each Credit Party acknowledges and agrees that such limitations
may result in prices and other terms less favorable to the seller than if such
limitations were not imposed, and, notwithstanding such limitations, agrees that
any such sale shall not be deemed to have been made in a commercially
unreasonable manner solely by virtue of such sale being private, it being the
agreement of the Credit Parties and the Collateral Agent that the provisions of
this Section 6.03
will apply notwithstanding the existence of a public or private market upon
which the quotations or sales prices may exceed substantially the price at which
the Collateral Agent sells the Collateral.  The Collateral Agent shall
be under no obligation to delay a sale of any Collateral for a period of time
necessary to permit the issuer of any securities contained therein to register
such securities under the Federal Securities Laws, or under applicable state
securities laws, even if the issuer would agree to do so.

       

      
        
           

        

        
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      Section
6.04          Other Rights of the
Collateral Agent.  (a)  If
any Event of Default has occurred and is continuing, the Collateral Agent,
instead of exercising the power of sale conferred upon it pursuant to Section 6.02,
may proceed by a suit or suits at law or in equity to foreclose the Security
Interests and sell the Collateral, or any portion thereof, under a judgment or
decree of a court or courts of competent jurisdiction, and may in addition
institute and maintain such suits and proceedings as the Collateral Agent may
deem appropriate to protect and enforce the rights vested in it by this
Agreement.

       

      (b)           If
any Event of Default has occurred and is continuing, the Collateral Agent shall,
to the extent permitted by applicable law, without notice to any Credit Party or
any party claiming through any Credit Party, without regard to the solvency or
insolvency at such time of any Person then liable for the payment of any of the
Finance Obligations, without regard to the then value of the Collateral and
without requiring any bond from any complainant in such proceedings, be entitled
as a matter of right to the appointment of a receiver or receivers (who may be
the Collateral Agent) of the Collateral or any part thereof, and of the profits,
revenues and other income thereof, pending such proceedings, with such powers as
the court making such appointment shall confer, and to the entry of an order
directing that the profits, revenues and other income of the property
constituting the whole or any part of the Collateral be segregated, sequestered
and impounded for the benefit of the Collateral Agent and the Secured Parties,
and each Credit Party irrevocably consents to the appointment of such receiver
or receivers and to the entry of such order.

       

      Section
6.05           Limitation on Duty of
Collateral Agent in Respect of Collateral.  Beyond
the exercise of reasonable care in the custody thereof, neither the Collateral
Agent nor any Secured Party shall have any duty to exercise any rights or take
any steps to preserve the rights of any Credit Party in the Collateral in its or
their possession or control or in the possession or control of any agent or
bailee or any income thereon or as to the preservation of rights against prior
parties or any other rights pertaining thereto, nor shall the Collateral Agent
or any Secured Party be liable to any Credit Party or any other Person for
failure to meet any obligation imposed by Section 9-207 of the UCC or any
successor provision.  Each Credit Party agrees to the extent it may
lawfully do so that the Collateral Agent shall at no time be required to, nor
shall the Collateral Agent be liable to any Credit Party for any failure to,
account separately to any Credit Party for amounts received or applied by the
Collateral Agent from time to time in respect of the Collateral pursuant to the
terms of this Agreement.  Without limiting the foregoing, the
Collateral Agent shall be deemed to have exercised reasonable care in the
custody and preservation of the Collateral in its possession or control if the
Collateral is accorded treatment substantially equal to that which the
Collateral Agent accords its own property, and (i) shall not be liable or
responsible for any loss or damage to any of the Collateral, or for any
diminution in the value thereof, by reason of the act or omission of any agent
or bailee selected by the Collateral Agent in good faith (absent gross
negligence and willful misconduct) or (ii) shall not have any duty or
responsibility for ascertaining or taking action with respect to calls,
conversions, exchanges, maturities, tenders or other matters relative to any
Collateral, whether or not the Collateral Agent has or is deemed to have
knowledge of such matters.

       

      
        
           

        

        
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      Section
6.06            Waiver and
Estoppel.  (a)  Each
Credit Party agrees, to the extent it may lawfully do so, that it will not at
any time in any manner whatsoever claim or take the benefit or advantage of, any
appraisal, valuation, stay, extension, moratorium, turnover or redemption law,
or any law permitting it to direct the order in which the Collateral shall be
sold, now or at any time hereafter in force which may delay, prevent or
otherwise affect the performance or enforcement of this Agreement, and each
Credit Party hereby waives all benefit or advantage of all such laws to the
extent permitted by law.  Each Credit Party covenants that it will not
hinder, delay or impede the execution of any power granted to the Collateral
Agent, the Administrative Agent or any other Secured Party in any Finance
Document.

       

      (b)           Each
Credit Party, to the extent it may lawfully do so, on behalf of itself and all
who claim through or under it, including without limitation any and all
subsequent creditors, vendees, assignees and lienors, waives and releases all
rights to demand or to have any marshalling of the Collateral upon any sale,
whether made under any power of sale granted herein or pursuant to judicial
proceedings or under any foreclosure or any enforcement of this Agreement, and
consents and agrees that all of the Collateral may at any such sale be offered
and sold as an entirety.

       

      (c)           Each
Credit Party waives, to the extent permitted by law, presentment, demand,
protest and any notice of any kind (except the notices expressly required
hereunder or in the other Finance Documents) in connection with this Agreement
and any action taken by the Collateral Agent with respect to the
Collateral.

       

      Section
6.07             Application of
Proceeds.  (a)  Priority of
Distributions.  The proceeds of any sale of, or other
realization upon, all or any part of the Collateral by or on behalf of the
Collateral Agent (including any proceeds received and held pursuant to Section 5.01)
and any cash held by the Collateral Agent (or its nominee or custodian
hereunder) and any other amounts received on account of its Finance Obligations
shall be paid over to the Administrative Agent for application as provided in
Section 5.04 of the Security Agreement.  The Collateral Agent may
make distributions hereunder, on a ratable basis, in cash or in kind or in any
combination thereof.

       

      (b)           Distributions with Respect
to Letters of Credit.  Each of the Credit Parties and the
Secured Parties agrees and acknowledges that if (after all outstanding Loans and
L/C Disbursements have been paid in full) the Lenders are to receive a
distribution on account of undrawn amounts with respect to Letters of Credit
issued (or deemed issued) under the Credit Agreement, such amounts shall be
deposited in the L/C Cash Collateral Account (as defined in the Security
Agreement) as cash security for the repayment of Obligations owing to the
Revolving Lenders in respect of such Letters of Credit.  Upon
termination of all outstanding Letters of Credit, all of such cash security
shall be applied to the remaining Obligations of the Lenders.  If
there remains any excess cash security, such excess cash shall be withdrawn by
the Collateral Agent from the LC Cash Collateral Account and distributed in
accordance with Section 6.07(a)
hereof.

       

      
        
           

        

        
          22

          
            

          

        

        
           

        

      

      (c)           Reliance by Collateral
Agent.  For purposes of applying payments received in
accordance with this Section 6.07,
the Collateral Agent shall be entitled to rely upon (i) the Administrative
Agent under the Credit Agreement and (ii) the authorized representative
(each a “Representative”) for
the Hedge Banks and Cash Management Banks, as applicable, for a determination
(which the Administrative Agent, each Representative for any Hedge Bank or Cash
Management Bank and the Secured Parties agree (or shall agree) to provide upon
request of the Collateral Agent) of the outstanding Obligations, Swap
Obligations and Cash Management Obligations owed to the Secured Parties, and
shall have no liability to any Credit Party or any other Secured Party for
actions taken in reliance on such information except in the case of its gross
negligence, bad faith or willful misconduct.  Unless it has actual
knowledge (including by way of written notice from a Hedge Bank or Cash
Management Bank) to the contrary, the Collateral Agent, in acting hereunder,
shall be entitled to assume that no Swap Contracts or Cash Management Agreements
are in existence.  All distributions made by the Collateral Agent
pursuant to this Section shall be presumptively correct (except in the event of
manifest error, gross negligence or willful misconduct), and the Collateral
Agent shall have no duty to inquire as to the application by the Secured Parties
of any amounts distributed to them.

       

      (d)           Deficiencies.  It
is understood that the Credit Parties shall remain jointly and severally liable
to the extent of any deficiency between the amount of the proceeds of the
Collateral and the amount of the Finance Obligations.

       

      ARTICLE
VII

      THE
COLLATERAL AGENT

       

      Section
7.01           Concerning the Collateral
Agent.  The
provisions of Article XI of
the Credit Agreement shall inure to the benefit of the Collateral Agent in
respect of this Agreement and shall be binding upon all Credit Parties and all
Secured Parties and upon the parties hereto in such respect.  In
furtherance and not in derogation of the rights, privileges and immunities of
the Collateral Agent therein set forth:

       

      (i)           The
Collateral Agent is authorized to take all such actions as are provided to be
taken by it as Collateral Agent hereunder and all other action reasonably
incidental thereto.  As to any matters not expressly provided for
herein (including, without limitation, the timing and methods of realization
upon the Collateral), the Collateral Agent shall act or refrain from acting in
accordance with written instructions from the Required Lenders or, in the
absence of such instructions or provisions, in accordance with its
discretion.

       

      
        
           

        

        
          23

          
            

          

        

        
           

        

      

      (ii)           The
Collateral Agent shall not be responsible for the existence, genuineness or
value of any of the Collateral or for the validity, perfection, priority or
enforceability of the Security Interests in any of the Collateral, whether
impaired by operation of law or by reason of any action or omission to act on
its part hereunder unless such action or omission constitutes gross negligence
or willful misconduct.  The Collateral Agent shall have no duty to
ascertain or inquire as to the performance or observance of any of the terms of
this Agreement by any Credit Party.

       

      Section
7.02            Appointment of Co-Collateral
Agent.  At
any time or times, in order to comply with any legal requirement in any
jurisdiction, the Collateral Agent may, in consultation with the Company, and,
unless an Event of Default shall have occurred and be continuing, with its
consent (not to be unreasonably withheld or delayed), appoint another bank or
trust company or one or more other persons, either to act as co-agent or
co-agents, jointly with the Collateral Agent, or to act as separate agent or
agents on behalf of the Secured Parties with such power and authority as may be
necessary for the effectual operation of the provisions hereof and may be
specified in the instrument of appointment (which may, in the discretion of the
Collateral Agent, include provisions for the protection of such co-agent or
separate agent similar to the provisions of Section 7.01).  Notwithstanding
any such appointment but only to the extent not inconsistent with such legal
requirements or, in the reasonable judgment of the Collateral Agent, not unduly
burdensome to it or any such co-agent, each Credit Party shall, so long as no
Default or Event of Default shall have occurred and be continuing, be entitled
to deal solely and directly with the Collateral Agent rather than any such
co-agent in connection with the Collateral Agent’s rights and obligations under
this Agreement.

       

      Section
7.03             Appointment of
Sub-Agents.  The
Collateral Agent shall have the right to appoint one or more sub-agents for the
purpose of retaining physical possession of the Pledged Shares, Pledged LLC
Interests, Pledged Partnership Interests and Pledged Notes, which may be held
(in the discretion of the Collateral Agent) in the name of the relevant Credit
Party, indorsed or assigned in blank or in favor of the Collateral Agent or any
nominee or custodian of the Collateral Agent or a sub-agent appointed by the
Collateral Agent.

       

      ARTICLE
VIII

      MISCELLANEOUS

       

      Section
8.01              Notices.  (a)
Unless otherwise expressly provided herein, all notices, and other
communications provided for hereunder shall be in writing (including by
facsimile transmission) and mailed, faxed or delivered to the address, facsimile
number or (subject to subsection (b) below) electronic mail address specified
for notices:  (i) in the case of the Company, the Administrative
Agent or any Lender, as specified in or pursuant to Section 12.2 of
the Credit Agreement; (ii) in the case of the Collateral Agent, as set
forth in the signature pages hereto; (iii) in the case of any Hedge Bank as
set forth in any applicable Swap Contract; (iv) in the case of any Cash
Management Bank, as set forth in any applicable Cash Management Agreement; or
(v) in the case of any party, at such other address as shall be designated
by such party in a notice to the Collateral Agent and each other party
hereto.  All such notices and other communications shall be deemed to
be given or made upon the earlier to occur of:  (i) actual
receipt by the intended recipient and (ii) (A) if delivered by hand or by
courier, when signed for by the intended recipient; (B) if delivered by
mail, four Business Days after deposit in the mails, postage prepaid;
(C) if delivered by facsimile transmission, when sent and receipt has been
confirmed by telephone; and (D) if delivered by electronic mail (which form
of delivery is subject to the provisions of subsection (b)
below), when delivered.  Rejection or refusal to accept, or the
inability to deliver because of a changed address of which no notice was given
shall not affect the validity of notice given in accordance with this
Section.

       

      
        
           

        

        
          24

          
            

          

        

        
           

        

      

      (b)           Except
as expressly provided herein or as may be agreed by the Administrative Agent in
its sole discretion, electronic mail and internet and intranet websites may be
used only to distribute routine communications, such as financial statements and
other information, and to distribute Credit Documents for execution by the
parties thereto, to distribute executed Credit Documents in Adobe PDF format and
may not be used for any other purpose.

       

      Section
8.02               No Waivers; Non-Exclusive
Remedies.  No
failure or delay on the part of the Collateral Agent or any Secured Party to
exercise, no course of dealing with respect to, and no delay in exercising, any
right, power or privilege under this Agreement or any other Finance Document or
any other document or agreement contemplated hereby or thereby and no course of
dealing between the Collateral Agent or any Secured Party and any of the Credit
Parties shall operate as a waiver thereof nor shall any single or partial
exercise of any such right, power or privilege hereunder or under any Finance
Document preclude any other or further exercise thereof or the exercise of any
other right, power or privilege hereunder or thereunder.  The rights
and remedies provided herein and in the other Finance Documents are cumulative
and are not exclusive of any other remedies provided by law.  Without
limiting the foregoing, nothing in this Agreement shall impair the right of any
Secured Party to exercise any right of set-off or counterclaim it may have and
to apply the amount subject to such exercise to the payment of indebtedness of
any Credit Party other than its indebtedness under the Finance
Documents.  Each Credit Party agrees, to the fullest extent it may
effectively do so under applicable law, that any holder of a participation in
any Finance Obligation, whether or not acquired pursuant to the terms of any
applicable Finance Document, may exercise rights of set-off or counterclaim or
other rights with respect to such participation as fully as if such holder of a
participation were a direct creditor of the Credit Party in the amount of such
participation.

       

      Section
8.03                Compensation and Expenses of
the Collateral Agent; Indemnification.  (a)  Expenses.  The
Credit Parties, jointly and severally, agree (i) to pay or reimburse the
Collateral Agent for all reasonable out-of-pocket costs and expenses incurred in
connection with the preparation, negotiation and execution of this Agreement and
any amendment, waiver, consent or other modification of the provisions hereof
(whether or not the transactions contemplated hereby are consummated), and the
consummation of the transactions contemplated hereby, including all fees,
disbursements and other charges of Fried, Frank, Harris, Shriver & Jacobson
LLP, counsel for the Collateral Agent, (ii) to pay or reimburse the
Collateral Agent and the other Secured Parties for all taxes which the
Collateral Agent or any Secured Party may be required to pay by reason of the
security interests granted in the Collateral (including any applicable transfer
taxes) or to free any of the Collateral from the lien thereof and (iii) to
pay or reimburse each Agent, any Representative of one or more Hedge Banks or
Cash Management Banks and each other Senior Finance Party for all reasonable
costs and expenses incurred in connection with the enforcement, attempted
enforcement, or preservation of any rights and remedies under this Agreement
(including all such costs and expenses incurred during any “workout” or
restructuring in respect of the Obligations and during any legal proceeding,
including any proceeding under any Debtor Relief Law), including all reasonable
fees and disbursements of counsel, (including the allocated charges of internal
counsel).  The foregoing costs and expenses shall include all search,
filing, recording, title insurance and appraisal charges and fees and taxes
related thereto, and other out-of-pocket expenses incurred by any Agent and the
costs of independent public accountants and other outside experts retained by or
on behalf of the Agents and the Secured Parties.  The agreements in
this Section 8.03(a)
shall survive the termination of the Commitments, Swap Contracts and Cash
Management Agreements and repayment of all Finance Obligations.

       

      
        
           

        

        
          25

          
            

          

        

        
           

        

      

      (b)           Protection of
Collateral.  If any Credit Party fails to comply with the
provisions of any Finance Document, such that the value of any Collateral or the
validity, perfection, rank or value of the Security Interests are thereby
diminished or put at risk, the Collateral Agent may, but shall not be required
to, effect such compliance on behalf of such Credit Party, and the Credit
Parties shall reimburse the Collateral Agent for the costs thereof within five
Business Days of receipt of an invoice therefor.  Any and all excise,
property, sales and use taxes imposed by any state, federal or local authority
on any of the Collateral, or in respect of periodic appraisals of the
Collateral, or in respect of the sale or other disposition thereof shall be
borne and paid by the Credit Parties.  If any Credit Party fails to
promptly pay any portion thereof when due, the Collateral Agent may, at its
option, but shall not be required to, pay the same and charge the Credit
Parties’ account therefor, and the Credit Parties agree to reimburse the
Collateral Agent therefor on demand.  All sums so paid or incurred by
the Collateral Agent for any of the foregoing and any and all other sums for
which any Credit Party may become liable hereunder and all costs and expenses
(including attorneys’ fees, legal expenses and court costs) reasonably incurred
by the Collateral Agent or any Secured Party in enforcing or protecting the
Security Interests or any of their rights or remedies under this Agreement,
shall, together with interest thereon until paid at the rate applicable to
interest at the highest rate applicable under the Finance Documents in respect
of overdue obligations, be additional Finance Obligations
hereunder.

       

      (c)           Indemnification.  Each
Credit Party, jointly and severally, agrees to indemnify  save and
hold harmless the Collateral Agent the Representatives, each other Secured Party
and their respective Affiliates, directors, officers, employees, counsel, agents
and, in the case of any Lender which is (or will be) engaged in making,
purchasing, holding or otherwise investing in commercial loans and similar
extensions of credit in the ordinary course of its activities, their trustees
and advisors, and their respective attorneys-in-fact and successors and assigns
(collectively, the “Indemnitees”) from
and against:  (i) any and all claims, demands, actions or causes
of action that may at any time (including at any time following the Discharge of
the Finance Obligations and the resignation or removal of any Agent or
Representative or the replacement of any Lender) be asserted or imposed against
any Indemnitee, arising out of or in any way relating to or arising out of the
ownership, purchasing, delivery, control, acceptance, financing, possession,
sale, return or other disposition of the Collateral, the violation of the laws
of any country, state or other governmental body or unit, or any tort or
contract claim; (ii) any administrative or investigative proceeding by any
Governmental Authority arising out of or related to a claim, demand, action or
cause of action described in clause (i) above; and (iii) any and all
liabilities (including liabilities under indemnities), losses, costs or expenses
(including fees and disbursements of counsel) that any Indemnitee suffers or
incurs as a result of the assertion of any foregoing claim, demand, action or
cause of action or proceeding, or as a result of the preparation of any defense
in connection with any foregoing claim, demand, action or cause of action or
proceeding, in all cases, and whether or not an Indemnitee is a party to such
claim, demand, action or cause of action, or proceeding; provided that no
Indemnitee shall be entitled to indemnification for any claim to the extent such
claim is determined by a court of competent jurisdiction in a final
non-appealable judgment to have been caused by its own gross negligence or
willful misconduct.  In the case of an investigation, litigation or
other proceeding to which the indemnity in this Section 8.03(c)
applies, such indemnity shall be effective whether or not such investigation,
litigation or proceeding is brought by any Credit Party, its directors,
shareholders or creditors or an Indemnitee or any other Person or any Indemnitee
is otherwise a party thereto and whether or not the transactions contemplated
hereby are consummated.  Without prejudice to the survival of any
other agreement of the Credit Parties hereunder and under the other Finance
Documents, the agreements and obligations of the Credit Parties contained in
this Section 8.03(c)
shall survive the repayment of the Loans and other obligations under the Finance
Documents and the termination of the Commitments. Any amounts paid by any
Indemnitee as to which such Indemnitee has a right to reimbursement hereunder
shall constitute Finance Obligations.

       

      
        
           

        

        
          26

          
            

          

        

        
           

        

      

      (d)           Contribution.  If
and to the extent that the obligations of any Credit Party under this Section 8.03 are
unenforceable for any reason, each Credit Party hereby agrees to make the
maximum contribution to the payment and satisfaction of such obligations which
is permissible under applicable law.

       

      Section
8.04       Enforcement.  The
Secured Parties agree that this Agreement may be enforced only by the action of
the Collateral Agent, acting upon the instructions of the Required Lenders (or,
after the date on which all Obligations have been paid in full and all
Commitments with respect thereto terminated, the holders of at least 51% of the
outstanding Swap Obligations and Cash Management Obligations, as the case may
be) and that no other Secured Party shall have any right individually to seek to
enforce this Agreement or to realize upon the security to be granted hereby, it
being understood and agreed that such rights and remedies may be exercised by
the Collateral Agent (or, after the date on which all Obligations have been paid
in full and all Commitments with respect thereto terminated, the holders of at
least 51% of the outstanding Swap Obligations and Cash Management Obligations,
as the case may be,) for the benefit of the Secured Parties upon the terms of
this Agreement and the other Finance Documents.

       

      Section
8.05       Amendments and
Waivers.  Any
provision of this Agreement may be amended, changed, discharged, terminated or
waived if, but only if, such amendment or waiver is in writing and is signed by
each Credit Party directly affected by such amendment, change, discharge,
termination or waiver (it being understood that the addition or release of any
Credit Party hereunder shall not constitute an amendment, change, discharge,
termination or waiver affecting any Credit Party other than the Credit Party so
added or released) and either (i) the Collateral Agent (with the consent of
the Required Lenders or, to the extent required by Section 12.1 of
the Credit Agreement, all of the Lenders), at all times prior to the time on
which all Obligations have been paid in full (other than Unmatured Surviving
Obligations) and all Commitments with respect thereto have been terminated or
(ii) the holders of more than 50% of all remaining Finance Obligations then
outstanding, at all times after the time at which the Obligations have been paid
in full (other than contingent indemnification obligations) and all Commitments
with respect thereto have been terminated; provided, however, that no such
amendment, change, discharge, termination or waiver shall be made to Section 6.07
hereof or this Section 8.05
without the consent of each Lender adversely affected thereby.

       

      
        
           

        

        
          27

          
            

          

        

        
           

        

      

      Section
8.06       Successors and
Assigns.  This
Agreement shall be binding upon each of the parties hereto and inure to the
benefit of the Collateral Agent and the Secured Parties and their respective
successors and assigns.  In the event of an assignment of all or any
of the Finance Obligations, the rights hereunder, to the extent applicable to
the indebtedness so assigned, may be transferred with such
indebtedness.  No Credit Party shall assign or delegate any of its
rights and duties hereunder without the prior written consent of the Required
Lenders or all or such lesser number of the Lenders as provided in Section 12.6 of
the Credit Agreement.

       

      Section
8.07       Governing
Law.  THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL
LAWS OF THE STATE OF NEW YORK (INCLUDING, WITHOUT LIMITATION,
SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK),
WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES, EXCEPT AS OTHERWISE REQUIRED BY
MANDATORY PROVISIONS OF LAW AND EXCEPT TO THE EXTENT THAT REMEDIES PROVIDED BY
THE LAWS OF ANY JURISDICTIONS OTHER THAN NEW YORK ARE GOVERNED BY THE LAWS OF
SUCH JURISDICTIONS.

       

      Section
8.08        Limitation of Law;
Severability.  (a)  All
rights, remedies and powers provided in this Agreement may be exercised only to
the extent that the exercise thereof does not violate any applicable provision
of law, and all the provisions of this Agreement are intended to be subject to
all applicable mandatory provisions of law which may be controlling and be
limited to the extent necessary so that they will not render this Agreement
invalid, unenforceable in whole or in part, or not entitled to be recorded,
registered or filed under the provisions of any applicable law.

       

      (b)           If
any provision hereof is invalid or unenforceable in any jurisdiction, then, to
the fullest extent permitted by law, (i) the other provisions hereof shall
remain in full force and effect in such jurisdiction and shall be liberally
construed in favor of the Collateral Agent and the Secured Parties in order to
carry out the intentions of the parties hereto as nearly as may be possible and
(ii) the invalidity or unenforceability of any provision hereof in any
jurisdiction shall not affect the validity or enforceability of such provisions
in any other jurisdiction.

       

      Section
8.09         Counterparts;
Effectiveness.  This
Agreement may be signed in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and hereto were upon
the same instrument.  This Agreement shall become effective with
respect to each Credit Party when the Collateral Agent shall receive
counterparts hereof executed by itself and such Credit Party.  This
Agreement may be transmitted and/or signed by facsimile or Adobe PDF file and if
so transmitted or signed, shall, subject to requirements of law, have the same
force and effect as a manually signed original and shall be binding on the
Credit Parties and the Collateral Agent.

       

      
        
           

        

        
          28

          
            

          

        

        
           

        

      

      Section
8.10          Additional Credit
Parties.  It
is understood and agreed that any Subsidiary of the Company that is required by
Section 8.10 or
9.15 of the
Credit Agreement or any other provision of any Credit Document to execute a
counterpart of this Agreement after the date hereof shall automatically become a
Credit Party hereunder with the same force and effect as if originally named as
a Credit Party hereunder by executing an instrument of accession or joinder
reasonably satisfactory in form and substance to the Collateral Agent and
delivering the same to the Collateral Agent.  Concurrently with the
execution and delivery of such instrument of accession or joinder, such
Subsidiary shall take all such actions and deliver to the Collateral Agent all
such documents and agreements as such Subsidiary would have been required to
deliver to the Collateral Agent on or prior to the date of this Agreement had
such Subsidiary been a party hereto on the date of this
Agreement.  Such additional materials shall include, among other
things, supplements to Schedules I, II, III, and IV hereto and Schedule 4.01 to
the Security Agreement, if applicable, (which Schedules shall thereupon
automatically be amended and supplemented to include all information contained
in such supplements) such that, after giving effect to the accession or joinder
of such Subsidiary, each of Schedules I, II, III, and IV hereto and Schedule 4.01 to
the Security Agreement is true, complete and correct with respect to such
Subsidiary as of the effective date of such accession or joinder.  The
execution and delivery of any such instrument of accession or joinder, and the
amendment and supplementation of the Schedules hereto as provided in the
immediately preceding sentence, shall not require the consent of any other
Credit Party hereunder.  The rights and obligations of each Credit
Party hereunder shall remain in full force and effect notwithstanding the
addition of any new Credit Party as a party to this Agreement.

       

      Section
8.11           Termination; Release of
Credit Parties.  (a)  Termination.  Upon
the Discharge of the Finance Obligations, the cancellation, expiration or cash
collateralization (on terms reasonably satisfactory to the Issuing Lender) of
all outstanding Letters of Credit, and the termination of all Commitments under
the Credit Documents, the Security Interests shall terminate and all rights to
the Collateral shall revert to the Credit Parties.  In addition, at
any time and from time to time prior to such termination of the Security
Interests, the Collateral Agent may release any of the Collateral as
contemplated by the Credit Agreement.  Upon any such termination of
the Security Interests or release of Collateral, the Collateral Agent will, upon
request by and at the expense of any Credit Party, execute and deliver to such
Credit Party such documents as such Credit Party shall reasonably request to
evidence the termination of the Security Interests or the release of such
Collateral, as the case may be.  Any such documents shall be without
recourse to or warranty by the Collateral Agent or the Secured
Parties.  The Collateral Agent shall have no liability whatsoever to
any Secured Party as a result of any release of Collateral by it as permitted by
this Section 8.11.  Upon
any release of Collateral pursuant to this Section 8.11,
none of the Secured Parties shall have any continuing right or interest in such
Collateral or the Proceeds thereof.

       

      (b)           Release of Credit
Parties.  If any part of the Collateral is sold or otherwise
disposed of or liquidated in compliance with the requirements of the Credit
Documents (or such sale, other disposition or liquidation has been approved in
writing by those Secured Parties whose approval is required by the applicable
Credit Documents and the proceeds of such sale, disposition or liquidation are
applied in accordance with the provisions of the Credit Documents, to the extent
applicable, the Collateral Agent, at the request and expense of such Credit
Party, will duly release from the security interest created hereby and assign,
transfer and deliver to such Credit Party (without recourse and without
representation or warranty) such of the Collateral as is then being (or has
been) so sold, disposed of or liquidated as may be in the possession or control
of the Collateral Agent and has not theretofore been released pursuant to this
Agreement.

       

      
        
           

        

        
          29

          
            

          

        

        
           

        

      

      Section
8.12            Entire
Agreement.  This
Agreement and the other Credit Documents and, in the case of the Hedge Banks and
the Cash Management Banks, the Swap Contracts and the Cash Management
Agreements, respectively, constitute the entire agreement and understanding
among the parties hereto and supersede any and all prior agreements and
understandings, oral or written, and any contemporaneous oral agreements and
understandings relating to the subject matter hereof and thereof.

       

      [Signature
Pages Follow]

       

      


      
        
           

        

        
          30

          
            

          

        

        
           

        

      

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

       

      
        
          	      
                  CREDIT
      PARTIES:

                	      
                  BE AEROSPACE,
      INC.

                	 
	 	 	 	 
	
                   

                	
                  By:
      

                	 	 
	 	 	Name:	 
	 	 	Title: 	 
	 	 	 	 


        

      

       

      
        
          	      
                  COLLATERAL
      AGENT:

                	      
                  JP MORGAN CHASE BANK,
      N.A.,

                	 
	 	 	      
                  as
      Collateral Agent

                	 
	
                   

                	
                  By:
      

                	 	 
	 	 	Name:	 
	 	 	Title: 	 
	 	 	 	 


        

      

       

       

       

       

      
        (Pledge
Agreement Signature Page)

         

        
          
             

          

          
             

            
              

            

          

          
             

          

           

        

      

      Schedule
I

       

      LIST OF PLEDGED
SHARES

       

      
        	
                Issuer

              	
                Certificate
      No.(s).

              	
                Number
      of Shares

              	
                Par
      Value

              	
                Type
      of Investment Property

              
	
                Burns
      Aerospace Europe S.A.R.L.

              	
                Uncertificated

              	
                325
      shares of capital stock

              	
                €16

              	
                Uncertificated

                Security

              
	
                BE
      Intellectual Property, Inc.

              	
                1

              	
                100
      shares of common stock

              	
                $0.01

              	
                Security

              
	
                BE
      Aerospace Canada, Inc.

              	
                1

              	
                100
      shares of common stock

              	
                $0.01

              	
                Security

              
	
                BE
      Aerospace Australia, Inc.

              	
                1

              	
                100
      shares of common stock

              	
                $0.01

              	
                Security

              
	
                BE
      Aerospace El Salvador, Inc.

              	
                1

              	
                100
      shares of common stock

              	
                $0.01

              	
                Security

              
	
                B/E
      Aerospace Machined Products, Inc.

              	
                1

              	
                1,000
      shares of common stock

              	
                $0.01

              	
                Security

              
	
                CMP
      SAS

              	
                Uncertificated

              	
                292
      ordinary shares

              	
                €1,333.33

              	
                Uncertificated

                Security

              
	
                Nordskog
      Industries, Inc.

              	
                2

              	
                941
      shares of capital stock

              	
                None

              	
                Security

              
	
                B/E
      Aerospace Development Corporation

              	
                1

              	
                300
      shares of common stock

              	
                $0.01

              	
                Security

              
	
                Bomhoff
      Acquisition, Inc.

              	
                Uncertificated

              	
                1000
      shares of common stock

              	
                $0.01

              	
                Uncertificated

                Security

              
	
                Composite
      Specialties, Inc.

              	
                7

              	
                54,000
      shares of common stock

              	
                None

              	
                Security

              
	
                M
      & M Aerospace Hardware, Inc.

              	
                38

              	
                100,000
      shares of common stock

              	
                $0.01

              	
                Security

              
	
                Flight
      Structures, Inc.

              	
                66

              	
                637332.78
      shares of common stock

              	
                None

              	
                Security

              
	
                BE
      Aerospace Holdings C.V.

              	
                Uncertificated

              	
                65%
      of interests

              	 
      	
                Uncertificated

                Security

              
	
                NYF
      Corp.

              	
                2,
      3, 5, 6, 7, 8, 9 and 10

              	
                2,000
      shares of common stock

              	
                None

              	
                Security

              
	
                JAY
      CEE Fasteners Corp.

              	
                8,
      11, 12 and 13

              	
                100
      shares of capital stock

              	
                None

              	
                Security

              


      

       

       

       

      
        BE
Aerospace, Inc- Pledge Agreement Schedules

      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
 

      Schedule
II

       

      LIST OF PLEDGED
NOTES

       

      
        	
                Issuer

              	
                Original
      Principal Amount

              	
                Date

              	
                Maturity
      Date

              	
                Type
      of Investment Property

              
	
                BE
      Aerospace, Inc.

              	
                $100,000,000

              	
                12/20/2007

              	
                12/20/08
      with automatic 

                1
      year extensions

              	
                Promissory
      Note

              


      

       

       

       

       

      
        BE
Aerospace, Inc- Pledge Agreement Schedules

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        



      Schedule
III

       

      LIST OF PLEDGED LLC
INTERESTS

       

      
        	
                Issuer

              	
                Class
      of 

                Interest

              	
                Certificate
      

                Numbers,
      if 

                Applicable

              	
                Percentage
      of 

                Class
      Represented 

                by
      Pledged LLC 

                Interests

              	
                Type
      of 

                Investment
      

                Property

              
	
                BEA
      Holding Services LLC

              	
                Units

              	
                n/a

              	
                100%

              	
                Membership
      Interest

              
	
                Acurex,
      LLC

              	
                Units

              	
                n/a

              	
                100%

              	
                Membership
      Interest

              
	
                DMGI,
      LLC

              	
                Units

              	
                n/a

              	
                100%

              	
                Membership
      Interest

              
	
                Denton
      Jet Interiors, LLC

              	
                Units

              	
                n/a

              	
                100%

              	
                Membership
      Interest

              
	
                BEA
      Europe Holding LLC

              	
                Units

              	
                n/a

              	
                100%

              	
                Membership
      Interest

              
	
                Maynard
      Precision, LLC

              	
                Units

              	
                n/a

              	
                100%

              	
                Membership
      Interest

              
	
                Modern
      Metals, LLC

              	
                Units

              	
                n/a

              	
                100%

              	
                Membership
      Interest

              
	
                Nelson
      Aero Space, LLC

              	
                Units

              	
                n/a

              	
                100%

              	
                Membership
      Interest

              
	
                T.L.
      Windust Machine, LLC

              	
                Units

              	
                n/a

              	
                100%

              	
                Membership
      Interest

              


      

       

       

      
        BE
Aerospace, Inc- Pledge Agreement Schedules

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

Schedule IV

       

      LIST OF PLEDGED PARTNERSHIP
INTERESTS

       

      None.

       

      


       

       

       

      
        BE
Aerospace, Inc- Pledge Agreement Schedules

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        



      Exhibit
A

      to

      Pledge
Agreement

       

      Form of Issuer Control
Agreement

       

      CONTROL AGREEMENT dated as of
________ __, 20__ among [CREDIT PARTY NAME], JPMORGAN CHASE BANK, N.A., as
Collateral Agent, and [ISSUER NAME].

       

      [Credit
Party Name], a [Credit Party Description], (together with its successors and
permitted assigns, the “Credit Party”), and
JPMORGAN CHASE BANK, N.A., as Collateral Agent (together with its successor or
successors in such capacity, the “Collateral Agent”),
have entered into a Pledge Agreement dated as of July __, 2008 (as the same may
be amended, supplemented or modified from time to time, the “Pledge Agreement”),
under which the Credit Party has pledged to the Collateral Agent, and has
granted a security interest in favor of the Collateral Agent in, all right,
title and interest of the Credit Party in, to and under any and all
(i) Uncertificated Securities (as defined in the Pledge Agreement),
(ii) Partnership Interests (as defined in the Pledge Agreement) and
(iii) LLC Interests (as defined in the Pledge Agreement), in each case
issued from time to time by [Issuer Name], (together with its successors, the
“Issuer”),
whether now existing or hereafter from time to time acquired by the Credit Party
(all of such Uncertificated Securities, Partnership Interests and LLC Interests
being herein collectively referred to as the “Pledged Interests”)
to secure the payment and performance of the Finance Obligations (as defined in
the Pledge Agreement).  Capitalized terms defined or otherwise used in
the Pledge Agreement and not otherwise defined herein have, as used herein, the
respective meanings provided for therein.

       

      The Credit
Party desires that the Issuer enter into this Agreement to perfect the security
interest of the Collateral Agent in the Pledged Interests, to vest in the
Collateral Agent control of the Pledged Interests and to provide for the rights
of the parties under this Control Agreement.

       

      Accordingly,
the parties hereto agree as follows:

       

      Section
1.        Control by the Collateral
Agent.  The Credit Party hereby irrevocably agrees that, for so
long as this Control Agreement remains in effect, the Collateral Agent shall
have exclusive control of the Pledged Interests.  In furtherance of
such agreement, the Credit Party hereby irrevocably authorizes and directs the
Issuer, and the Issuer hereby agrees, (i) to comply with any and all
instructions (within the meaning of Section 8-102(a)(12) of the UCC)
originated by the Collateral Agent regarding any or all of the Pledged Interests
without further consent by the Credit Party or any other Person, and
(ii) subject to the provisions of Section 2 of
this Control Agreement, (A) not to comply with any instructions regarding
any or all of the Pledged Interests originated by any Person other than the
Collateral Agent or a court of competent jurisdiction and (B) to distribute
as instructed by the Collateral Agent all interest, redemptions, distributions,
dividends and other payments from time to time paid with respect to any Pledged
Interests.  In the case of any conflict between any instruction
originated by the Collateral Agent and any instruction originated by any other
Person, the Issuer shall comply only with the instruction originated by the
Collateral Agent.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      Section
2.         Maintenance of Pledged
Interests.  In addition to, and not in lieu of, the obligation
of the Issuer to honor instructions and entitlement orders as agreed in Section 1
hereof, the Issuer agrees follows:

       

      (a)           Subject
to the rights of the Credit Party described herein, the Issuer agrees that, from
and after the date hereof, the Pledged Interests shall be under the exclusive
dominion and control of the Collateral Agent.

       

      (b)           Upon
notice by the Collateral Agent, the Issuer shall notify the Credit Party that
the Pledged Interests are subject to the sole control of the Collateral Agent
and, thereafter, the Issuer will not accept any direction or instructions with
respect to the Pledged Interests from any Person other than the Collateral
Agent, unless otherwise ordered by a court of competent
jurisdiction.

       

      (c)           Until
such time as the Issuer receives a notice of sole control delivered by the
Collateral Agent in accordance with Section 2(b)
above, the Credit Party may exercise all voting rights pertaining to the Pledged
Interests.

       

      (d)           Until
such time as the Issuer receives a notice of sole control delivered by the
Collateral Agent in accordance with Section 2(b)
above, the Credit Party may direct the Issuer with respect to the distribution
of interest, redemptions, distributions, dividends and other payments on Pledged
Interests.

       

      (e)           All
notices, statements of accounts, reports, prospectuses, financial statements and
other communications to be sent to the Credit Party by the Issuer in respect of
the Issuer will also be sent to the Collateral Agent at the following
address:

       

      JPMORGAN
CHASE BANK, N.A.

      1111
Farnin, 10th
Floor

      Houston,
Texas 77002

      Attn:  Denise
Ramon

      Fax:  (713)
750-2938

       

      Section
3.         No Liability of
Issuer.  This Control Agreement shall not subject the Issuer to
any obligation or liability except as expressly set forth herein.  In
particular, the Issuer need not investigate whether the Collateral Agent is
entitled under the Pledge Agreement or otherwise to give an instruction or
notice of sole control.

       

      Section
4.          Representations and
Warranties of the Issuer.  The Issuer hereby represents and
warrants that:

       

      (a)           Except
for the claims and interests of the Collateral Agent and the Credit Party in the
Pledged Interests, the Issuer does not know of any claim to, or interest in, any
Pledged Interests.  If any Person asserts any Lien, encumbrance or
adverse claim (including any writ, garnishment, judgment, warrant of attachment,
execution or similar process) against any Pledged Interest, the Issuer will
promptly notify the Collateral Agent and the Credit Party thereof.

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

      (b)           There
are no other agreements entered into between the Issuer and the Credit Party
with respect to the Pledged Interests, and the Issuer has not entered into, and
until the termination of this Control Agreement will not enter into, and
agreement with any other Person relating to the Pledged Interests pursuant to
which it has agreed or will agree to comply with instructions originated by such
other Person.

       

      (c)           This
Control Agreement constitutes a valid and binding agreement of the Issuer,
enforceable against the Issuer in accordance with its terms.

       

      (d)           The
pledge by the Credit Party of, and the granting by the Credit Party of a
security interest in, the Pledged Interests to the Collateral Agent does not
violate the charter, by-laws, partnership agreement, operating agreement or any
other agreement governing the Issuer or the Pledged Interests.

       

      (e)           Pledged
Interests are fully-paid and nonassessable.

       

      Section
5.          Notices.  All
notices, requests or other communications to any party hereunder shall be in
writing (including facsimile transmission or similar writing) and shall be given
to such party:

       

      
        	
                 
      

              	
                (i)

              	
                in
      the case of the Collateral Agent, at the address specified in
      Section 2 (e) hereof;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                in
      the case of the Credit Party, at:

              


      

       

      
        	
                 
      

              	
                B/E
      Aerospace, Inc.,

              


      

      
        	
                 
      

              	
                1400
      Corporate Center Way,

              


      

      
        	
                 
      

              	
                Wellington,
      FL 33414

              


      

      
        	
                 
      

              	
                Attn:  Thomas
      P. McCaffrey, CFO

              


      

      
        	
                 
      

              	
                Telecopy:  (561)
      791-3966; and

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                in
      the case of the Issuer, at:

              


      

       

      
        	
                 
      

              	
                [Issuer
      Notice Address].

              


      

       

      Each such
notice, request or other communication shall be effective (i) if given by
facsimile transmission, when transmitted to the facsimile number specified in
this paragraph and confirmation of receipt is received, (ii) if given by
mail, 48 hours after such communication is deposited, certified mail, return
receipt requested, in the mails with appropriate first class postage prepaid,
addressed as aforesaid or (iii) if given by other means, when delivered at
the address specified in this paragraph.  Rejection or refusal to
accept, or the inability to deliver because of a changed address of which no
notice was given shall not affect the validity of notice given in accordance
with this paragraph.

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

      Section
6.          Conflict with Other
Agreements.  In the event of any conflict between this Control
Agreement (or any portion hereof) and any other agreement now existing or
hereafter entered into, the terms of this Control Agreement shall
prevail.

       

      Section
7.          Amendments and
Waivers.  Any provision of this Control Agreement may be
amended, changed, discharged, terminated or waived if, but only if, such
amendment, change, discharge, termination or waiver is in writing and is signed
by the Collateral Agent, the Issuer and the Credit Party.

       

      Section
8.          Successors and
Assigns.  This Control Agreement shall be binding upon each of
the parties hereto and inure to the benefit of the Collateral Agent and the
Secured Parties and their respective successors and assigns.  In the
event of an assignment of all or any of the Obligations, the rights hereunder,
to the extent applicable to the Indebtedness so assigned, may be transferred
with such indebtedness.

       

      Section
9.           Governing
Law.  This Control Agreement shall be governed by and construed
in accordance with the laws of the State of New York, except as otherwise
required by mandatory provisions of law.

       

      Section
10.         Severability.  (a)  All
rights, remedies and powers provided in this Control Agreement may be exercised
only to the extent that the exercise thereof does not violate any applicable
provision of law, and all the provisions of this Control Agreement are intended
to be subject to all applicable mandatory provisions of law which may be
controlling and be limited to the extent necessary so that they will not render
this Control Agreement invalid, unenforceable in whole or in part, or not
entitled to be recorded, registered or filed under the provisions of any
applicable law.

       

      (b)           If
any provision hereof is invalid or unenforceable in any jurisdiction, then, to
the fullest extent permitted by law, (i) the other provisions hereof shall
remain in full force and effect in such jurisdiction and shall be liberally
construed in favor of the Collateral Agent and the Secured Parties in order to
carry out the intentions of the parties hereto as nearly as may be possible; and
(ii) the invalidity or unenforceability of any provision hereof in any
jurisdiction shall not affect the validity or enforceability of such provisions
in any other jurisdiction.

       

      Section
11.         Counterparts;
Effectiveness.  This Control Agreement may be executed in any
number of counterparts, each of which shall be an original, with the same effect
as if the signatures thereto and hereto were upon the same
instrument.  This Control Agreement shall become effective when the
Collateral Agent shall have received counterparts hereof executed by itself, the
Issuer and the Credit Party.  This Control Agreement may be
transmitted and/or signed by facsimile or Adobe PDF file and if so transmitted
or signed shall, subject to requirements of law, have the same force and effect
as a manually signed original and shall be binding on the Collateral Agent, the
Issuer and the Credit Party.

       

      [Signature
Pages Follow]

       

      


      
        
           

        

        
          4

          
            

          

        

        
           

        

      

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

       

       

      
        
          	      
                  CREDIT
      PARTY:

                	      
                  [CREDIT
      PARTY NAME]

                	 
	 	 	 	 
	
                   

                	
                  By:
      

                	 	 
	 	 	Name:	 
	 	 	Title: 	 
	 	 	 	 


        

      

       

      
         

        
          
            	      
                          
                      COLLATERAL
      AGENT:

                    

                  	      
                          
                      JPMORGAN
      CHASE BANK,
    N.A.,

                    

                  	 
	 	 	      
                    as
      Collateral Agent

                  	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	 	 
	 	 	Name:	 
	 	 	Title: 	 
	 	 	 	 


          

        

         

        
           

          
            
              	      
                            
                        ISSUER:

                      

                    	      
                            
                        [ISSUER
      NAME]

                      

                    	 
	 	 	 	 
	
                       

                    	
                      By:
      

                    	 	 
	 	 	Name:	 
	 	 	Title: 	 
	 	 	 	 


            

          

           

           

          
            
               

            

            
              S-1

              
                

              

            

            
               

            

          

           

        

      

      


      Exhibit
B

      to

      Pledge
Agreement

       

      Form of Securities Account
Control Agreement

       

      ACCOUNT CONTROL AGREEMENT
dated as of _______ __, 20__ among [CREDIT PARTY NAME], JPMORGAN CHASE BANK,
N.A., as Collateral Agent, and [SECURITIES INTERMEDIARY NAME].

       

      [Credit
Party Name], a [Credit Party Description], (together with its successors and
permitted assigns, the “Credit Party”), and
JPMorgan Chase Bank, N.A., as Collateral Agent (together with its successor or
successors in such capacity, the “Collateral Agent”),
have entered into a Pledge Agreement dated as of July __, 2008 (as the same may
be amended, supplemented or modified from time to time, the “Pledge Agreement”),
under which the Credit Party has pledged to the Collateral Agent, and has
granted a security interest in favor of the Collateral Agent in, all right,
title and interest of the Credit Party in, to and under (i) securities
account number [Account Number] (the “Account”) maintained
by [Securities Intermediary Name], (together with its successors and assigns,
the “Securities
Intermediary”), for the Credit Party, together with (ii) any and all
(A) Security Entitlements (as defined in the Pledge Agreement),
(B) Investment Property (as defined in the Pledge Agreement) and
(C) other Financial Assets (as defined in the Pledge Agreement), in each
case from time to time deposited in or credited to the Account (the Account and
all of such Security Entitlements, Investment Property and Financial Assets
being herein collectively referred to as the “Pledged Interests”)
to secure the payment and performance of the Finance Obligations (as defined in
the Pledge Agreement).  Capitalized terms defined or otherwise used in
the Pledge Agreement and not otherwise defined herein have, as used herein, the
respective meanings provided for therein.

       

      The Credit
Party desires that the Securities Intermediary enter into this Account Control
Agreement to perfect the security interest of the Collateral Agent in the
Pledged Interests, to vest in the Collateral Agent control of the Pledged
Interests and to provide for the rights of the parties under this Account
Control Agreement.

       

      Accordingly,
the parties hereto agree as follows:

       

      Section
1.       Control by the Collateral
Agent.  The Credit Party hereby irrevocably agrees that, for so
long as this Account Control Agreement remains in effect, the Collateral Agent
shall have exclusive control of the Account and all Pledged Interests deposited
therein or credited thereto.  In furtherance of such agreement, the
Credit Party hereby irrevocably authorizes and directs the Securities
Intermediary, and the Securities Intermediary hereby agrees, (i) to comply
with any and all instructions (within the meaning of Section 8-102(a)(12)
of the UCC) and entitlement orders (within the meaning of
Section 8-102(a)(8) of the UCC) originated by the Collateral Agent
regarding any or all of the Pledged Interests without further consent by the
Credit Party or any other Person, and (ii) subject to the provisions of
Section 2
of this Account Control Agreement, (A) not to comply with any instructions
or entitlement orders regarding any or all of the Pledged Interests originated
by any Person other than the Collateral Agent or a court of competent
jurisdiction and (B) to deposit or retain in the Account, or to distribute
as otherwise instructed by the Collateral Agent, all interest, redemptions,
distributions, dividends and other payments from time to time received or paid
with respect to any Pledged Interests deposited in or credited to the
Account.  In the case of any conflict between any instruction or
entitlement order originated by the Collateral Agent and any instruction or
entitlement order originated by any other Person, the Securities Intermediary
shall comply only with the instruction or entitlement order originated by the
Collateral Agent.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      Section
2.       Maintenance of
Account.  In addition to, and not in lieu of, the obligation of
the Securities Intermediary to honor instructions and entitlement orders as
agreed in Section 1
hereof, the Securities Intermediary agrees to maintain the Account as
follows:

       

      (a)           Maintenance of Account
Generally.  Subject to the rights of the Credit Party described
herein, the Securities Intermediary agrees that, from and after the date hereof,
the Account shall be under the exclusive dominion and control of the Collateral
Agent and all Financial Assets of the Credit Party, whether or not deposited in
or credited to the Account, shall be held by the Securities Intermediary solely
for the benefit of the Collateral Agent.  The Securities Intermediary
shall follow its usual operational procedures for the handling of any Financial
Assets or other property of the Credit Party received in the Account and shall
maintain a record of all Financial Assets or other property received in the
Account.

       

      (b)           Notice of Sole
Control.  Upon notice by the Collateral Agent, the Securities
Intermediary shall notify the Credit Party that the Account is subject to the
sole control of the Collateral Agent and, thereafter, the Securities
Intermediary will not accept any direction, instructions or entitlement orders
with respect to the Account or the Pledged Interests on deposit therein or
credited thereto from any Person other than the Collateral Agent, unless
otherwise ordered by a court of competent jurisdiction.

       

      (c)           Registration of Securities,
Etc.  All Securities or other property underlying any Financial
Assets deposited in or credited to the Account shall be registered in the name
of the Securities Intermediary, indorsed to the Securities Intermediary or in
blank or credited to another Securities Account or Securities Accounts
maintained in the name of the Securities Intermediary, and in no case will any
Financial Asset deposited in or credited to the Account be registered in the
name of the Credit Party, payable to the order of the Credit Party or specially
indorsed to the Credit Party, except to the extent the foregoing have been
specially indorsed by the Credit Party to the Securities Intermediary or in
blank.

       

      (d)           Voting
Rights.  Until such time as the Securities Intermediary
receives a notice of sole control delivered by the Collateral Agent in
accordance with Section 2(b)
above, the Credit Party may direct the Securities Intermediary with respect to
the voting of any Pledged Interests deposited in or credited to the
Account.

       

      (e)           Permitted
Investments.  Until such time as the Securities Intermediary
receives a notice of sole control delivered by the Collateral Agent in
accordance with Section 2(b)
above, the Credit Party may direct the Securities Intermediary with respect to
the selection of Investments to be made in the Account.

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

      (f)           Interest and
Dividends.  Until such time as the Securities Intermediary
receives a notice of sole control delivered by the Collateral Agent in
accordance with Section 2(b)
above, the Credit Party may direct the Securities Intermediary with respect to
the retention and/or distribution of interest, redemptions, distributions,
dividends and other payments on Pledged Interests deposited in or credited to
the Account.

       

      (g)           Statements and
Confirmations.  Copies of all notices, statements of accounts,
reports, confirmations, prospectuses, financial statements and other
communications concerning the Account and/or any Pledged Interests deposited
therein or credited thereto shall be sent by the Securities Intermediary to each
of the Credit Party and the Collateral Agent at their respective addresses
referred to in Section 7
below.

       

      (h)           Tax
Reporting.  All items of income, gain, expense and loss
recognized in the Account shall be reported to the Internal Revenue Service and
all state and local taxation authorities under the name and taxpayer
identification number of the Credit Party.

       

      Section
3.       Financial Assets
Election.  The Securities Intermediary and each other party
hereto hereby agrees that each item of property (whether Investment Property,
Financial Asset, Security, Instrument or cash) deposited in or credited to the
Account shall constitute a “financial asset” within the meaning of
Section 8-102(a)(9) of the UCC.

       

      Section
4.       No Liability of Securities
Intermediary.  This Account Control Agreement shall not subject
the Securities Intermediary to any obligation or liability except as expressly
set forth herein.  In particular, the Securities Intermediary need not
investigate whether the Collateral Agent is entitled under the Pledge Agreement
or otherwise to give an entitlement order, instructions or notice of sole
control.

       

      Section
5.       Subordination of Lien;
Waiver of Set-Off.  If the Securities Intermediary has or
subsequently obtains by agreement, operation of law or otherwise a security
interest in the Account or any Pledged Interest deposited therein or credited
thereto, the Securities Intermediary hereby agrees that such security interest
shall be subordinate to the Security Interest of the Collateral
Agent.  The Pledged Interests and other items deposited in or credited
to the Account will not be subject to deduction, set-off, banker’s lien or any
other right in favor of any other Person other than the Collateral Agent (except
that the Securities Intermediary may set off (i) all amounts due to the
Securities Intermediary in respect of customary fees and expenses for the
routine maintenance and operation of the Account, (ii) the face amount of
any checks which have been credited to the Account but are subsequently returned
unpaid because of uncollected or insufficient funds and (iii) the purchase
price of any property purchased for the Account).

       

      Section
6.        Representations and
Warranties of the Securities Intermediary.  The Securities
Intermediary hereby represents and warrants that:

       

      (a)           The
Securities Intermediary has established the Account in the name of “JPMorgan
Chase Bank, N.A., as Collateral Agent”, and the Securities Intermediary shall
not change the name or account number of the Account without the prior written
consent of the Collateral Agent.

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

      (b)           The
Account is a “securities account” as defined in Section 8-501(a) of the
UCC, and the Securities Intermediary is a “securities intermediary” as defined
in Section 8-102(a)(14) of the UCC and is acting in such capacity in
connection with the Account and this Account Control Agreement.

       

      (c)           Except
for the claims and interest of the Collateral Agent and of the Credit Party in
the Pledged Interests, the Securities Intermediary does not know of any claim
to, or interest in, the Account or in any Pledged Interest deposited therein or
credited thereto.  If any Person asserts any Lien, encumbrance or
adverse claim (including any writ, garnishment, judgment, warrant of attachment,
execution or similar process) against the Account or any Pledged Interest
deposited therein or credited thereto, the Securities Intermediary will promptly
notify the Collateral Agent and the Credit Party thereof.

       

      (d)           There
are no other agreements entered into between the Securities Intermediary and the
Credit Party with respect to the Account or any Pledged Interest deposited
therein or credited thereto, and the Securities Intermediary has not entered
into, and until the termination of this Account Control Agreement will not enter
into, any agreement with any other Person relating to the Account and/or any
Pledged Interests deposited therein or credited thereto pursuant to which it has
agreed or will agree to comply with instructions or entitlement orders
originated by such other Person.

       

      (e)           This
Account Control Agreement constitutes a valid and binding agreement of the
Securities Intermediary, enforceable against the Securities Intermediary in
accordance with its terms.

       

      Section
7.        Notices.  All
notices, requests or other communications to any party hereunder shall be in
writing (including facsimile transmission or similar writing) and shall be given
to such party:

       

      
        	
                 
      

              	
                (i)

              	
                in
      the case of the Collateral Agent,
at:

              


      

       

      
        	
                 
      

              	
                JPMorgan
      Chase Bank, N.A.

              


      

      
        	
                 
      

              	
                1111
      Fannin Street, 10th Floor

              


      

      
        	
                 
      

              	
                Houston,
      TX 77002

              


      

      
        	
                 
      

              	
                Attn:  Denise
      Ramon

              


      

      
        	
                 
      

              	
                Loan
      & Agency Services

              


      

      
        	
                 
      

              	
                Fax:  713-750-2938

              


      

      
        	
                 
      

              	
                Tel:  713-750-7906

              


      

       

       

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      

      and


       

      JPMorgan
Chase Bank, N.A.

      270 Park
Avenue

      New York,
NY  10017

      Attn:  Matthew
Massie

      Credit Risk Management

      Fax:  212-270-5100

      Tel:  212-270-5432

       

      
        	
                 
      

              	
                (ii)

              	
                in
      the case of the Credit Party, at:

              


      

       

      
        	
                 
      

              	
                B/E
      Aerospace, Inc.,

              


      

      
        	
                 
      

              	
                1400
      Corporate Center Way,

              


      

      
        	
                 
      

              	
                Wellington,
      FL 33414

              


      

      
        	
                 
      

              	
                Attn:  Thomas
      P. McCaffrey, CFO

              


      

      
        	
                 
      

              	
                Telecopy:  (561)
      791-3966;

              


      

       

      and

       

      
        	
                 
      

              	
                (iii)

              	
                in
      the case of the Securities Intermediary,
at:

              


      

       

      
        	
                 
      

              	
                [Securities
      Intermediary Notice Address].

              


      

       

      Each such
notice, request or other communication shall be effective (i) if given by
facsimile transmission, when transmitted to the facsimile number specified in
this paragraph and confirmation of receipt is received, (ii) if given by
mail, 48 hours after such communication is deposited, certified mail, return
receipt requested, in the mails with appropriate first class postage prepaid,
addressed as aforesaid or (iii) if given by other means, when delivered at
the address specified in this paragraph.  Rejection or refusal to
accept, or the inability to deliver because of a changed address of which no
notice was given shall not affect the validity of notice given in accordance
with this paragraph.

       

      Section
8.         Indemnification of
Securities Intermediary.  The Credit Party agrees that
(i) the Securities Intermediary is released from any and all liabilities to
the Credit Party arising from the terms of this Account Control Agreement and
the compliance by the Securities Intermediary with the terms hereof, except to
the extent that such liabilities arise from the Securities Intermediary’s bad
faith, willful misconduct or gross negligence and (ii) the Credit Party,
its successors and permitted assigns shall at all times indemnify the Securities
Intermediary, its affiliates and the respective directors, officers, trustees,
agents and employees of the foregoing (each an “Indemnitee”) and hold
each Indemnitee harmless from and against any and all liabilities, obligations,
losses, damages, penalties, claims, demands, actions, suits, judgments, costs
and expenses of any kind, including, without limitation, the reasonable fees and
disbursements of counsel, which may be incurred by, imposed on or asserted
against such Indemnitee in connection with any investigation or administrative
or judicial proceeding (whether or not such Indemnitee shall be designated a
party thereto) brought or threatened relating to or arising out of this Account
Control Agreement or in any other way connected with the enforcement of any of
the terms of, or the preservation of any rights hereunder, or in any way
relating to or arising out of the maintenance, delivery, control, acceptance,
possession, return or other disposition of the Account or any Pledged Interests
on deposit therein or credited thereto, the violation of the laws of any
country, state or other governmental body or unit, or any tort or contract
claim; provided that no Indemnitee shall have the right to be indemnified
hereunder for such Indemnitee’s own gross negligence or willful misconduct as
determined by a court of competent jurisdiction in a final, non-appealable
judgment or order.  In performing its duties hereunder, the Securities
Intermediary shall be entitled to rely upon notices and other communications it
believes in good faith to have been originated by the appropriate
party.

       

      
        
           

        

        
          5

          
            

          

        

        
           

        

      

      Section
9.         Conflicts with Other
Agreements.  In the event of any conflict between this Account
Control Agreement (or any portion hereof) and any other agreement now existing
or hereafter entered into, the terms of this Account Control Agreement shall
prevail.

       

      Section
10.       Amendments and
Waivers.  Any provision of this Account Control Agreement may
be amended, modified or waived if, but only if, such amendment or waiver is in
writing and is signed by the Credit Party, the Collateral Agent and the
Securities Intermediary.

       

      Section
11.       Successors and
Assigns.  This Account Control Agreement shall be binding upon
each of the parties hereto and inure to the benefit of the Collateral Agent and
the Secured Parties and their respective successors and permitted
assigns.  In the event of an assignment of all or any of the
Obligations, the rights hereunder, to the extent applicable to the indebtedness
so assigned, may be transferred with such indebtedness.

       

      Section
12.       Governing
Law.  This Account Control Agreement shall be governed by and
construed in accordance with the laws of the State of New York, except as
otherwise required by mandatory provisions of law.  Notwithstanding
any provision in any other agreement, for purposes of the UCC, New York shall be
deemed to be the Securities Intermediary’s jurisdiction and the Account (as well
as the Security Entitlements related thereto) shall be governed by the laws of
the State of New York.

       

      Section
13.        Severability.  (a)  All
rights, remedies and powers provided in this Account Control Agreement may be
exercised only to the extent that the exercise thereof does not violate any
applicable provision of law, and all the provisions of this Account Control
Agreement are intended to be subject to all applicable mandatory provisions of
law which may be controlling and be limited to the extent necessary so that they
will not render this Account Control Agreement invalid, unenforceable in whole
or in part, or not entitled to be recorded, registered or filed under the
provisions of any applicable law.

       

      (b)           If
any provision hereof is invalid or unenforceable in any jurisdiction, then, to
the fullest extent permitted by law, (i) the other provisions hereof shall
remain in full force and effect in such jurisdiction and shall be liberally
construed in favor of the Collateral Agent and the Secured Parties in order to
carry out the intentions of the parties hereto as nearly as may be possible; and
(ii) the invalidity or unenforceability of any provision hereof in any
jurisdiction shall not affect the validity or enforceability of such provisions
in any other jurisdiction.

       

      
        
           

        

        
          6

          
            

          

        

        
           

        

      

      Section
14.        Counterparts;
Effectiveness.  This Account Control Agreement may be signed in
any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same
instrument.  This Account Control Agreement shall become effective
when the Collateral Agent shall receive counterparts hereof executed by itself,
the Securities Intermediary and the Credit Party.

       

      Section
15.        Termination.  Except
as hereinafter set forth, the obligations of the Securities Intermediary to the
Collateral Agent pursuant to this Account Control Agreement shall continue in
effect until the Security Interests of the Collateral Agent in the Account have
been terminated pursuant to the terms of the Pledge Agreement and the Collateral
Agent has notified the Securities intermediary of such termination in
writing.  The Collateral Agent agrees to provide such notice of
termination upon the request of the Credit Party on or after the termination of
the Collateral Agent’s Security Interest in the Account pursuant to the terms of
the Pledge Agreement.  The Securities Intermediary may terminate this
Account Control Agreement only upon 30 days’ notice to the Collateral
Agent, by canceling the Account and transferring all funds, if any, deposited in
or credited to the Account to another Securities Account with another securities
intermediary to be designated by the Collateral Agent.  After any such
termination, the Securities Intermediary shall nonetheless be obligated promptly
to transfer to such other securities intermediary anything from time to time
received in the Account.

       

      [Signature
Pages Follow]

       

      


      
        
           

        

        
          7

          
            

          

        

        
           

        

      

      


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

       

       

      
        	      
                CREDIT
      PARTY:

              	      
                [CREDIT
      PARTY NAME]

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	 	 
	 	 	Name:	 
	 	 	Title: 	 
	 	 	 	 


         

        
           

          
            
              	      
                            
                        COLLATERAL
      AGENT:

                      

                    	      
                            
                        JPMORGAN
      CHASE BANK,
    N.A.,

                      

                    	 
	 	 	      
                      as
      Collateral Agent

                    	 
	 	 	 	 
	
                       

                    	
                      By:
      

                    	 	 
	 	 	Name:	 
	 	 	Title: 	 
	 	 	 	 


            

          

           

          
             

            
              
                	      
                              
                                
                            SECURITIES
      INTERMEDIARY:

                          

                        

                      	      
                              
                                
                            [SECURITIES INTERMEDIARY
      NAME]

                          

                        

                      	 
	 	 	 	 
	
                         

                      	
                        By:
      

                      	 	 
	 	 	Name:	 
	 	 	Title: 	 


              

            

          

        

      

       

       

      
        
           

        

        
          S-1

          
            

          

        

        
           

        

      

      Exhibit
B-1

       

      BE
AEROSPACE, INC.

       

      Secretary’s
Certificate

       

      I, Edmund
J. Moriarty, Secretary of BE Aerospace, Inc., a Delaware corporation, (the
“Company”), do
hereby certify that, as Secretary of the Company, I am authorized to execute
this certificate on behalf of the Company.  I do hereby further
certify as follows:

       

      1.      This
Certificate is furnished pursuant to the Credit Agreement dated as of
July 28, 2008 as in effect on the date hereof (the “Credit Agreement”)
among the Company, the banks and other lending institutions from time to time
party thereto (each a “Lender” and,
collectively, the “Lenders”), JPMorgan
Chase  Bank, N.A. as Issuing Lender and Swingline Lender, JPMorgan
Chase Bank, N.A., as Administrative Agent (together with its successor or
successors in such capacity, the “Administrative
Agent”), UBS Securities LLC and Credit Suisse Securities (USA) LLC, as
Syndication Agents and The Royal Bank of Scotland plc and Wells Fargo Bank,
N.A., as Documentation Agents (together with their successor or successors in
such capacity, the “Documentation
Agents”).  Terms defined in the Credit Agreement and not
otherwise defined herein have, as used herein, the respective meanings provided
for therein.

       

      2.      Attached
hereto as Exhibit A is a
true, complete and correct copy of the Certificate of Incorporation of the
Company, as amended.  No amendment to the Company’s Certificate of
Incorporation has been approved by the Board of Directors or stockholders of the
Company, and no corporate document relating to the Company has been filed with
the Secretary of State of the State of Delaware since __________________, 20__,
the date of the last document listed on the Certificate of the Secretary of
State of the State of Delaware, dated _________________, 20__ which lists all
the corporate documents relating to the Company on file in that office as of the
date thereof, and no such amendment or filing is pending or
contemplated.

       

      3.      There
are no proceedings pending for the dissolution or liquidation of the Company
and, to the best of my knowledge, no such proceedings are threatened or
contemplated.

       

      4.      Attached
hereto as Exhibit B is a
true, complete and correct copy of the Bylaws of the Company as in effect on the
date hereof and at all times since ______________, 20__.

       

      5.      Attached
hereto as Exhibit C is a
true, complete and correct copy of resolutions duly adopted by the Board of
Directors of the Company [at a meeting duly called and held on ______________,
20__, at which meeting a quorum was present and acting throughout] [by unanimous
written consent effective ______________, 20__].  Such resolutions
have not been amended, modified or revoked and are in full force and effect on
the date hereof, and no other resolutions have been adopted by the Board of
Directors or stockholders of the Company or by any committee of the Board of
Directors relating to the transactions referred to in such
resolutions.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      6.      Each
person who, as an officer of the Company, signed (i) the Credit Agreement,
(ii) the Security Agreement, (iii) the Pledge Agreement,
(iv) each Note and (v) any other document delivered in connection
therewith was duly elected or appointed, qualified and acting as such officer at
the respective times of the signing and delivery thereof and was duly authorized
to execute such documents on behalf of the Company, and the signature of each
person appearing below and in such document is such officer’s genuine
signature.

       

      


      
        	
                Name

              	
                Office(s)

              	
                Signature

              
	 	 	 
	
                Amin
      J. Khoury

              	
                Chairman
      and Chief Executive Officer

              	 
      
	 	 	 
	
                Michael
      B. Baughan

              	
                President
      and

                Chief
      Operating Officer

              	   
      
	 	 	 
	
                Thomas
      P. McCaffrey

              	
                Senior
      Vice President,

                Chief
      Financial Officer

                and
      Assistant Secretary

              	   
      
	 	 	 
	
                Edmund
      J. Moriarty

              	
                Corporate
      Vice President - Law

                General
      Counsel and

                Secretary

              	   
      
	 	 	 
	
                Stephen
      R. Swisher

              	
                Vice
      President - Finance

                and
      Controller

              	   
      


      

      


      [SIGNATURES
APPEAR ON FOLLOWING PAGE]

       

      


      
        
           

        

        
          2

          
            

          

        

        
           

        

      

      


      IN WITNESS
WHEREOF, I have hereunto set my hand and affixed the seal of the Company this
______ day of July, 2008.

       

      (SEAL)

       

      


      
      

       

      
        	 	 
	 	Secretary


      

       

       

       

      I, William
A. Miller, Assistant Secretary of the Company, do hereby certify that I am the
duly elected, qualified and acting Assistant Secretary of the Company, that
Edmund J. Moriarty is the duly elected, qualified and acting Secretary of the
Company and that the signature appearing above is the true signature of Edmund
J. Moriarty.

       

      


      
         

        
          	 	 
	 	Assistant
      Secretary


        

         

      

       

       

      Dated:  July ___,
2008

       

      


      
        
           

        

        
          S-1

          
            

          

        

        
           

        

      

      Exhibit
A

       

      CERTIFICATE OF
INCORPORATION

       

       

       

       

       

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      Exhibit B

       

      BYLAWS

       

       

       

       

       

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      


      Exhibit C

       

      RESOLUTIONS

       

       

       

       

       

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      


      Exhibit
B-2

       

      BE
AEROSPACE, INC.

       

      Officer’s
Certificate

       

      I, Thomas
P. McCaffrey, the Senior Vice President and I, Edmund J. Moriarty, the Secretary
of BE Aerospace, Inc., a Delaware corporation, (the “Company” or the
“Borrower”), do
hereby certify as follows pursuant to Section 7.1 of the Credit Agreement
dated as of July 28, 2008 (as amended, supplemented or modified from time
to time and including any agreement extending the maturity of, refinancing or
otherwise restructuring all or any portion of the obligations of the Borrower
under such agreement or any successor agreement, the “Credit Agreement”)
among the Borrower, the banks and other lending institutions from time to time
party thereto (each a “Lender” and,
collectively, the “Lenders”), JPMorgan
Chase  Bank, N.A. as Issuing Lender and Swingline Lender, JPMorgan
Chase Bank, N.A., as Administrative Agent (together with its successor or
successors in such capacity, the “Administrative
Agent”), UBS Securities LLC and Credit Suisse Securities (USA) LLC, as
Syndication Agents and The Royal Bank of Scotland plc and Wells Fargo Bank,
N.A., as Documentation Agents (together with their successor or successors in
such capacity, the “Documentation
Agents”) (capitalized terms defined in the Credit Agreement and not
otherwise defined herein shall have the respective meanings ascribed to them
therein):

       

      1.           No
Default or Event of Default (other than a Default or Event of Default under
Section 10.1(b) of the Credit Agreement resulting from a breach of a
representation or warranty set forth in Section 6.16 of the Credit
Agreement) has occurred and is continuing, or would result from the initial
Extension of Credit; and

       

      2.           (A)
The representations and warranties (with the sole exception of the
representation and warranty contained in Section 6.16 of the Credit
Agreement) made by the Company and each other Credit Party in the Credit
Agreement and the other Credit Documents are true and correct on and as of the
date hereof as if made on the date hereof and (B) (i) the condition in
Section 6.3 of the Honeywell Purchase Agreement relating to the accuracy of
the representations and warranties of the Company has been satisfied (without
giving effect to any waiver, amendment or other modification to such condition
in a manner adverse to the interests of the Lenders in any material respect
without the consent of the Initial Lenders) and (ii) the condition in
Section 7.3 of the Honeywell Purchase Agreement relating to the accuracy of
the representations and warranties of the Sellers has been satisfied (without
giving effect to any waiver, amendment or other modification to such condition
in a manner adverse to the interests of the Lenders in any material respect
without the consent of the Initial Lenders).

       

      This
Officer’s Certificate may be executed in two or more counterparts, each of
which, when so executed, shall be deemed an original, and such counterparts
together shall be considered but one and the same instrument.

       

      [SIGNATURES
APPEAR ON FOLLOWING PAGE]

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      IN WITNESS
WHEREOF, each of the undersigned has executed this Officer’s Certificate on
behalf of the Company on this ____ day of July, 2008.

       

       

      
        
          	 	 	 
	 	 	 	 
	
                   

                	
                  By:
      

                	 	 
	 	 	Name:	 
	 	 	Title: 	 
	 	 	 	 


        

      

       

      
         

        
          
            	 	 	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	 	 
	 	 	Name:	 
	 	 	Title: 	 
	 	 


          

        

      

       

       

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

       

      Exhibit C

       

      Form of Assignment and
Acceptance

       

      This
Assignment and Acceptance (this “Assignment and
Acceptance”) is dated as of the Effective Date set forth below and is
entered into by and between [the][each]1 Assignor identified in item 1
below ([the][each, an] “Assignor”) and
[the][each]2 Assignee identified in item 2
below ([the][each, an] “Assignee”).  [It
is understood and agreed that the rights and obligations of [the Assignors][the
Assignees]3 hereunder are several and not
joint.]4  Capitalized terms used
but not defined herein shall have the meanings given to them in the Credit
Agreement identified below (the “Credit Agreement”),
receipt of a copy of which is hereby acknowledged by the
Assignee.  The Standard Terms and Conditions set forth in Annex 1
attached hereto are hereby agreed to and incorporated herein by reference and
made a part of this Assignment and Acceptance as if set forth herein in
full.

       

      For an
agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns
to [the Assignee][the respective Assignees], and [the][each] Assignee hereby
irrevocably purchases and accepts from [the Assignor][the respective Assignors],
subject to and in accordance with the Standard Terms and Conditions and the
Credit Agreement, as of the Effective Date inserted by the Administrative Agent
as contemplated below (i) all of [the Assignor’s][the respective
Assignors’] rights and obligations in [its capacity as a Lender][their
respective capacities as Lenders] under the Credit Agreement and any other
documents or instruments delivered pursuant thereto to the extent related to the
amount and percentage interest identified below of all of such outstanding
rights and obligations of [the Assignor][the respective Assignors] under the
respective facilities identified below (including, without limitation, the
Letters of Credit and the Swing Line Loans included in such facilities5) and (ii) to the extent
permitted to be assigned under applicable law, all claims, suits, causes of
action and any other right of [the Assignor (in its capacity as a Lender)][the
respective Assignors (in their respective capacities as Lenders)] against any
Person, whether known or unknown, arising under or in connection with the Credit
Agreement, any other documents or instruments delivered pursuant thereto or the
loan transactions governed thereby or in any way based on or related to any of
the foregoing, including, but not limited to, contract claims, tort claims,
malpractice claims, statutory claims and all other claims at law or in equity
related to the rights and obligations sold and assigned pursuant to
clause (i) above (the rights and obligations sold and assigned by
[the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii)
above being referred to herein collectively as [the][an] “Assigned
Interest”).  Each such sale and assignment is without recourse
to [the][any] Assignor and, except as expressly provided in this Assignment and
Acceptance, without representation or warranty by [the][any]
Assignor.

       

      
        
          
            

          

          
            	
                    1

                  	
                    For bracketed language here and
      elsewhere in this form relating to the Assignor(s), if the assignment is
      from a single Assignor, choose the first bracketed language.  If
      the assignment is from multiple Assignors, choose the second bracketed
      language.

                  


          

           

        

        
          
            	
                    2
      

                  	
                    For
      bracketed language here and elsewhere in this form relating to the
      Assignee(s), if the assignment is to a single Assignee, choose the first
      bracketed language.  If the assignment is to multiple Assignees,
      choose the second bracketed
language.

                  


          

           

        

        
          
            	
                    3 
      

                  	
                    Select
      as appropriate.

                  


          

           

        

        
          
            	
                    4 
      

                  	
                    Include
      bracketed language if there are either multiple Assignors or multiple
      Assignees.

                  


          

           

        

        
          
            	
                    5
      

                  	
                    Include
      all applicable
subfacilities.

                  


          

        

      

       

      
        Form of
Assignment and Acceptance

      

      
        
           

        

        
          C-1

          
            

          

        

        
           

        

      

       

       

      
        	
                1.

              	
                Assignor[s]:

              	   	 
	 	 	   	 


      

       

      
        	
                 
      

              	 


      

       

      
        	
                2.

              	
                Assignee[s]:

              	   	 
	 	 	   	 


      

       

      
      

       

      [for each Assignee, indicate Affiliate
of [identify
Lender]]

       

      
        	
                3.

              	
                Borrower[s]:

              	
                BE
      Aerospace, Inc.

              


      

       

      
        	
                4.

              	
                Administrative
      Agent:  JPMorgan Chase Bank, N.A., as the administrative
      agent under the Credit Agreement

              


      

       

      
        	
                5.

              	
                Credit
      Agreement:  Credit Agreement dated as of July 28,
      2008 (as amended, restated, modified or supplemented from time to time and
      including any agreement extending the maturity of, refinancing or
      otherwise amending, amending and restating or otherwise modifying or
      restructuring all or any portion of the obligations of the Company under
      such agreement or any successor agreement) among, the Borrower, the banks
      and other lending institutions from time to time party thereto (each a
      “Lender”
      and, collectively, the “Lenders”),
      JPMorgan Chase Bank, N.A., as Administrative Agent, as the Issuing Lender
      and as the Swing Line Lender (together with its successor or successors in
      each such capacity, the “Administrative
      Agent” and the “Swing Line
      Lender”, respectively), UBS Securities LLC and Credit Suisse
      Securities (USA) LLC, as Syndication Agents (together with their successor
      or successors in such capacity, the “Syndication
      Agents”) and The Royal Bank of Scotland plc and Wells Fargo Bank,
      N.A., as Documentation Agents (together with their successor or successors
      in such capacity, the “Documentation
      Agents”.

              


      

       

      
        Form of
Assignment and Acceptance

      

      
        
           

        

        
          C-2

          
            

          

        

        
           

        

      

       

      
        	
                6.

              	
                Assigned
      Interest:

              


      

       

      
        	
                Assignor[s]6

              	
                Assignee[s]7

              	
                Facility
      

                Assigned8

              	
                Aggregate
      

                Amount
      of 

                Commitment/

                Loans
      for all 

                Lenders9

              	
                Amount
      of 

                Commitment/

                Loans
      

                Assigned

              	
                Percentage
      

                Assigned
      of Commitment/

                Loans10

              	
                CUSIP
      

                Number

              
	 
      	 
      	 
      	
                $

              	
                $

              	
                %

              	 
      
	 
      	 
      	 
      	
                $

              	
                $

              	
                %

              	 
      
	 
      	 
      	 
      	
                $

              	
                $

              	
                %

              	 
      
	 
      	 
      	 
      	
                $

              	
                $

              	
                %

              	 
      


      

      


      
        	
                7.

              	
                [Trade
      Date:

              	   	
                ]11

              


      

       

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

       

       

       

       

       

       

      

        


      
        
          	
                  6

                	
                  List each Assignor, as
      appropriate.

                


        

         

      

      
        
          	
                  7
      

                	
                  List
      each Assignee, as appropriate.

                


        

         

      

      
        
          	
                  8 
      

                	
                  Fill
      in the appropriate terminology for the types of facilities under the
      Credit Agreement that are being assigned under this Assignment (e.g.
      “Revolving Credit Commitment”, “Tranche B Term Loan Commitment”,
      etc.).

                


        

         

      

      
        
          	
                  9 
      

                	
                  Amounts
      in this column and in the column immediately to the right to be adjusted
      by the counterparties to take into account any payments or prepayments
      made between the Trade Date and the Effective
  Date.

                


        

         

      

      
        
          	
                  10 

                	
                  Set
      forth, to at least 9 decimals, as a percentage of the Commitment/Loans of
      all Lenders thereunder.

                
	 	 
	      
                  11

                	      
                  To
      be completed if the Assignor and the Assignee intend that the minimum
      assignment amount is to be determined as of the Trade
      Date.

                


        

         

         

        
          Form of
Assignment and Acceptance

           

          
            
               

            

            
              C-3

              
                

              

            

            
               

            

          

        

      

        

      
        
          	
                   

                	
                   

                


        

         

      

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

       

      ASSIGNOR:

       

      [NAME OF ASSIGNOR]

       

      By:
______________________________________

      Title:

       

      ASSIGNEE:

       

      [NAME OF ASSIGNEE]

       

        By:
______________________________________

      Title:

       

      [Consented
to and] 12 Accepted:

       

      
        	
                 
      

              	
                JPMORGAN CHASE BANK,
      N.A.,

              


      

      
        	
              	
                 
      

              	
                as
      Administrative Agent

              


      

       

       

       

      By:
______________________________________

      Title:

       

      BE AEROSPACE, INC.:13

       

      By:
______________________________________

      Title:

       

      


      

        


      
        
          	
                  12

                	
                  To
      be added only if the consent of the Administrative Agent is required by
      the terms of the Credit Agreement.

                


        

         

      

      
        
          	
                  13

                	
                  To
      be added only if the consent of the Borrower and/or other parties (e.g.
      Swing Line Lender, Issuing Lender) is required by the terms of the Credit
      Agreement.

                


        

         

         

        Form of Assignment and Acceptance

         

        
          
             

          

          
            C-4

            
              

            

          

          
             

          

        

         

      

      ANNEX

      TO

      ASSIGNMENT
AND ACCEPTANCE

       

      [_______________]1

       

      STANDARD
TERMS AND CONDITIONS FOR

       

      ASSIGNMENT
AND ACCEPTANCE

       

      1.           Representations and
Warranties.

       

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

       

      1.2           Assignee.  [The][Each]
Assignee (a) represents and warrants that (i) it has full power and
authority, and has taken all action necessary, to execute and deliver this
Assignment and Acceptance and to consummate the transactions contemplated hereby
and to become a Lender under the Credit Agreement, (ii) it meets all the
requirements to be an assignee under Section 12.6(c) of the Credit
Agreement (subject to such consents, if any, as may be required under
Section 12.6(c) of the Credit Agreement), (iii) from and after the
Effective Date, it shall be bound by the provisions of the Credit Agreement as a
Lender thereunder and, to the extent of [the][the relevant] Assigned Interest,
shall have the obligations of a Lender thereunder, (iv) it is sophisticated
with respect to decisions to acquire assets of the type represented by
[the][such] Assigned Interest and either it, or the Person exercising discretion
in making its decision to acquire [the][such] Assigned Interest, is experienced
in acquiring assets of such type, (v) it has received a copy of the Credit
Agreement, and has received or has been accorded the opportunity to receive
copies of the most recent financial statements delivered pursuant to
Section 8.1(a) and (b) thereof, as applicable, and such other
documents and information as it deems appropriate to make its own credit
analysis and decision to enter into this Assignment and Acceptance and to
purchase [the][such] Assigned Interest, (vi) it has, independently and
without reliance upon the Administrative Agent or any other Lender and based on
such documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Assignment and Acceptance and to
purchase [the][such] Assigned Interest, and (vii) if it is a Foreign
Lender, attached hereto is any documentation required to be delivered by it
pursuant to the terms of the Credit Agreement, duly completed and executed by
[the][such] Assignee; and (b) agrees that (i) it will, independently
and without reliance upon the Administrative Agent, [the][any] Assignor or any
other Lender, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Credit Documents, and (ii) it will perform in
accordance with their terms all of the obligations which by the terms of the
Credit Documents are required to be performed by it as a Lender.

       

       

      
        


        
          	
                  1

                	
                  Describe
      Credit Agreement at option of Administrative
  Agent.

                


        

         

         

        
          Form of Assignment and Acceptance

           

          
            
               

            

            
              C-5

              
                

              

            

            
               

            

          

        

         

         

      

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

       

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

       

      


      
        Form of Assignment and Acceptance

         

        
          
             

          

          
            C-6

            
              

            

          

          
             



        

      

      Exhibit D

       

      MORTGAGE,
ASSIGNMENT OF LEASES AND RENTS,

      SECURITY
AGREEMENT AND FINANCING STATEMENT

       

      (Collateral
is or includes fixtures)

      (To
be filed in Real Property Records)

       

      dated
as of ____ ____, 20__

       

      by

       

      [                        ],

       

      as
Mortgagor,

       

      to

       

      JPMORGAN
CHASE BANK, N.A,

      as
Collateral Agent for the benefit of the Secured Parties referred to
herein,

      as
Mortgagee

       

      
        	
                 

              	
                      
                  Property:__________________________

                

              


      

       

      
        	
              	
                 
      

              	
                    
      __________________________

              


      

       

      
        	
              	
                 
      

              	
                 
      __________________________

              


      

       

      This
Instrument was prepared by the Attorney named below

      [in
consultation with counsel in the State in which the Property is
located]

      and, when
recorded, recorded counterparts should be returned to:

       

      Fried,
Frank, Harris, Shriver & Jacobson LLP

       

      One New
York Plaza

      New York,
New York  10004

      Attn:  [Name
of FFHSJ Real Estate Lawyer Working on Deal]

       

      THIS
INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY PROVISIONS AND SECURES OBLIGATIONS
CONTAINING PROVISIONS FOR CHANGES IN INTEREST RATES.  THIS INSTRUMENT
ALSO SECURES FUTURE ADVANCES WHICH ARE OBLIGATORY SUBJECT TO THE PROVISIONS OF
THE LOAN DOCUMENTS

       

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      TABLE
OF CONTENTS

       

      Page

       

       

      
        
          	
                  ARTICLE
      I

                  DEFINITIONS

                
	 
      	 
      	 
      
	
                  Section
      1.01

                	
                  Definitions

                	
                  2

                
	
                  Section
      1.02

                	
                  Interpretation

                	
                  8

                
	 
      
	
                  ARTICLE
      II

                  CONVEYANCE
      OF ENCUMBERED PROPERTY

                
	 
      	 
      	 
      
	
                  Section
      2.01

                	
                  Grant

                	
                  8

                
	
                  Section
      2.02

                	
                  Revolving
      Credit Loans, Swingline Loans and Letters of Credit

                	
                  8

                
	 
      
	
                  ARTICLE
      III

                  REPRESENTATIONS,
      WARRANTIES AND

                  COVENANTS
      OF THE MORTGAGOR

                
	 
      	 
      	 
      
	
                  Section
      3.01

                	
                  Title

                	
                  9

                
	
                  Section
      3.02

                	
                  Compliance
      with Law

                	
                  11

                
	
                  Section
      3.03

                	
                  No
      Litigation

                	
                  11

                
	
                  Section
      3.04

                	
                  Taxes
      Paid

                	
                  11

                
	
                  Section
      3.05

                	
                  Condition
      of Improvements

                	
                  11

                
	
                  Section
      3.06

                	
                  Options

                	
                  11

                
	
                  Section
      3.07

                	
                  Credit
      Agreement

                	
                  11

                
	
                  Section
      3.08

                	
                  Payment
      of Taxes, Liens and Charges

                	
                  12

                
	
                  Section
      3.09

                	
                  Payment
      of Closing Costs

                	
                  13

                
	
                  Section
      3.10

                	
                  Alterations
      and Waste; Plans; Use

                	
                  13

                
	
                  Section
      3.11

                	
                  Insurance

                	
                  13

                
	
                  Section
      3.12

                	
                  Casualty;
      Restoration of Casualty Damage

                	
                  15

                
	
                  Section
      3.13

                	
                  Condemnation/Eminent
      Domain

                	
                  15

                
	
                  Section
      3.14

                	
                  Assignment
      of Leases and Rents

                	
                  15

                
	
                  Section
      3.15

                	
                  Restrictions
      on Transfers and Encumbrances

                	
                  17

                
	
                  Section
      3.16

                	
                  Security
      Agreement

                	
                  18

                
	
                  Section
      3.17

                	
                  Filing
      and Recording

                	
                  18

                
	
                  Section
      3.18

                	
                  Further
      Assurances

                	
                  18

                
	
                  Section
      3.19

                	
                  Additions
      to Encumbered Property

                	
                  19

                
	
                  Section
      3.20

                	
                  No
      Claims Against the Mortgagee

                	
                  19

                
	
                  Section
      3.21

                	
                  Intentionally
      Omitted

                	
                  19

                
	
                  Section
      3.22

                	
                  Maintenance
      of Encumbered Property

                	
                  19

                
	 
      
	
                  ARTICLE
      IV

                  DEFAULTS
      AND REMEDIES

                
	 
      	 
      	 
      
	
                  Section
      4.01

                	
                  Events
      of Default

                	
                  20

                
	
                  Section
      4.02

                	
                  Demand
      for Payment

                	
                  20

                


        

         

         

         

        
          
             

          

          
            i

            
              

            

          

          
             

          

        

        
          	
                  Section
      4.03

                	
                  Rights
      to Take Possession, Operate and Apply Revenues

                	
                  20

                
	
                  Section
      4.04

                	
                  Right
      to Cure the Mortgagor’s Failure to Perform

                	
                  21

                
	
                  Section
      4.05

                	
                  Right
      to a Receiver

                	
                  22

                
	
                  Section
      4.06

                	
                  Foreclosure
      and Sale

                	
                  22

                
	
                  Section
      4.07

                	
                  Other
      Remedies

                	
                  23

                
	
                  Section
      4.08

                	
                  Application
      of Sale of Proceeds and Rents

                	
                  23

                
	
                  Section
      4.09

                	
                  The
      Mortgagor as Tenant Holding Over

                	
                  25

                
	
                  Section
      4.10

                	
                  Waiver
      of Appraisement, Valuation, Stay, Extension and Redemption
      Laws

                	
                  25

                
	
                  Section
      4.11

                	
                  Discontinuance
      of Proceedings

                	
                  26

                
	
                  Section
      4.12

                	
                  Suits
      to Protect the Encumbered Property

                	
                  26

                
	
                  Section
      4.13

                	
                  Filing
      Proofs of Claim

                	
                  26

                
	
                  Section
      4.14

                	
                  Possession
      by the Mortgagee

                	
                  26

                
	
                  Section
      4.15

                	
                  Waiver

                	
                  26

                
	
                  Section
      4.16

                	
                  Remedies
      Cumulative

                	
                  27

                
	 
      
	
                  ARTICLE
      V

                  MISCELLANEOUS

                
	 
      	 
      	 
      
	
                  Section
      5.01

                	
                  Partial
      Invalidity

                	
                  27

                
	
                  Section
      5.02

                	
                  Notices

                	
                  27

                
	
                  Section
      5.03

                	
                  Successors
      and Assigns

                	
                  29

                
	
                  Section
      5.04

                	
                  Mortgagee

                	
                  29

                
	
                  Section
      5.05

                	
                  Satisfaction
      and Cancellation

                	
                  30

                
	
                  Section
      5.06

                	
                  Other
      Credit Documents

                	
                  31

                
	
                  Section
      5.07

                	
                  Subrogation

                	
                  31

                
	
                  Section
      5.08

                	
                  Mortgagee
      Powers

                	
                  32

                
	
                  Section
      5.09

                	
                  Enforceability
      of Mortgage

                	
                  32

                
	
                  Section
      5.10

                	
                  Amendments

                	
                  32

                
	
                  Section
      5.11

                	
                  Applicable
      Law

                	
                  32

                
	
                  Section
      5.12

                	
                  Waiver
      of Jury Trial

                	
                  32

                


        

        


         

      

      Exhibits:

       

      
        	
                 
      

              	
                Exhibit A
      – The Land

              


      

      
        	
                 
      

              	
                Exhibit B
      – Permitted Encumbrances

              


      

      
        	
                 
      

              	
                Exhibit C
      – Material Agreements

              


      

      


      


      
        
           

        

        
          ii

          
            

          

        

        
           

        

      

      MORTGAGE, ASSIGNMENT OF LEASES AND RENTS

      SECURITY
AGREEMENT AND FINANCING STATEMENT

       

      COLLATERAL
IS OR INCLUDES FIXTURES

       

      THIS
MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FINANCING
STATEMENT (as amended, supplemented or modified from time to time, this “Mortgage”) is dated
as of July ___, 2008 and is made by
[          ], a
[          ] corporation, as
mortgagor, having an office at
[          ] (the “Mortgagor”), to
JPMorgan Chase Bank, N.A. as Collateral Agent for the benefit of the Secured
Parties referred to in the Credit Agreement (as defined below), having an office
at 270 Park Avenue, New York, NY 10017, (in such capacity, together with its
successors, substitutes and assigns, the “Mortgagee”).

       

      BE
Aerospace, Inc. (together with its respective successors and permitted assigns,
the “Borrower”), has
entered into a Credit Agreement dated as of July 28, 2008 (as amended,
restated, modified or supplemented from time to time and including any agreement
extending the maturity of, refinancing or otherwise amending, amending and
restating or otherwise modifying or restructuring all or any portion of the
obligations of the Borrower under such agreement or any successor agreement, the
“Credit
Agreement”) among the Borrower, the banks and other lending institutions
from time to time party thereto (each a “Lender” and,
collectively, the “Lenders”), JPMorgan
Chase Bank, N.A., as the Administrative Agent, as the Issuing Lender, as the
Swing Line Lender (together with its successor or successors in each such
capacity, the “Issuing
Lender”, the “Swing Line Lender”
and the “Administrative
Agent”, respectively), UBS Securities LLC and Credit Suisse Securities
(USA) LLC, as Syndication Agents (together with their successor or successors in
such capacity, the “Syndication Agents”)
and The Royal Bank of Scotland plc and Wells Fargo Bank, N.A., as Documentation
Agents (together with their successor or successors in such capacity, the “Documentation
Agents”).

       

      Pursuant
to the Credit Agreement, the Lenders have agreed to extend credit to the
Borrower (i) in the form of the Revolving Credit Loans (as defined in the
Credit Agreement) in the aggregate principal amount of up to $350,000,000 and
having the final scheduled maturity date provided in the Credit Agreement,
(ii) in the form of Letters of Credit (as defined in the Credit Agreement)
in an aggregate face amount at any one time outstanding not in excess of
$50,000,000, and (iii) in the form of Tranche B Term Loans (as defined
in the Credit Agreement) in the aggregate principal amount of $525,000,000 and
having the final scheduled maturity date provided in the Credit
Agreement.  The maximum principal amount of indebtedness that may be
secured by this Mortgage is $[     ].  The
last scheduled maturity date of the Revolving Credit Loans, Letters of Credit
and Tranche B Term Loans is [     ].

       

      Certain
Lenders and their affiliates at the time (each a “Hedge Bank”) may from
time to time provide forward rate agreements, options, swaps, caps, floors and
other derivative contracts (collectively, the “Swap Contracts”) to
the Company or one or more of its Subsidiaries.  In addition, certain
Lenders or their affiliates at the time (each, a “Cash Management
Bank”) may provide treasury management services to, for the benefit of,
or otherwise in respect of, the Company and its subsidiaries (including
treasury, depository, overdraft, credit or debit card, electronic funds transfer
and other cash management arrangements) under agreements from time to time
providing therefor (“Cash Management
Agreements”, and together with the Credit Documents and all Swap
Contracts, the “Finance
Documents”).  The Lenders, the Issuing Lender, the Swing Line
Lender, the Administrative Agent, the Syndication Agents, the Documentation
Agents, JPMorgan Chase Bank, N.A., as collateral agent (together with its
successor or successors in such capacity, the “Collateral Agent”),
each co-agent or sub-agent appointed by the Administrative Agent from time to
time pursuant to the Credit Agreement or any other Credit Document referred to
therein and each Indemnitee and their respective successors and assigns are
herein referred to individually as a “Senior Finance Party”
and collectively as the “Senior Finance
Parties”, and the Senior Finance Parties, the Hedge Banks, the Cash
Management Banks and their respective successors and assigns are herein referred
to individually as a “Secured Party” and
collectively as the “Secured
Parties”.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      The
Mortgagor is the Borrower, [or if Mortgagor is a subsidiary then recitals
relating to Mortgagor as Guarantor need to be added] and will receive
substantial benefits from the credit accommodations made and to be made by the
Secured Parties under the Credit Documents.  To induce the Lenders to
enter into the Credit Agreement and the other Credit Documents, the Hedge Banks
to enter into Swap Contracts permitted under the Credit Agreement and the Cash
Management Banks to enter into Cash Management Agreements (the Credit Documents,
the Swap Agreements and the Cash Management Agreements being herein collectively
referred to as “Finance Documents”),
the Mortgagor has agreed to mortgage, grant a lien on and a grant a security
interest in the Encumbered Property to secure the Finance
Obligations.

       

      Accordingly,
the parties hereto agree as follows:

       

      ARTICLE
I

      DEFINITIONS

       

      Section
1.01          Definitions.  Terms
used herein without definition which are defined in the introductory section
thereof or in the Credit Agreement shall have the respective meanings set forth
therein.  The following additional terms, as used herein, have the
following meanings:

       

      “Cash Management
Agreement” means any agreement to provide cash management services,
including treasury, depository, overdraft, credit or debit card, electronic
funds transfer and other cash management arrangements.

       

      “Cash Management
Obligation” means, as applied to any Person, any direct or indirect
liability, contingent or otherwise, of such Person under or in respect of a Cash
Management Agreement.

       

      “Credit Party” means
the Company and any Subsidiary of the Company which hereafter provides or is
required to provide a guaranty of the Finance Obligations in accordance with
Section 8.10 or
9.15 of the
Credit Agreement, and “Credit Parties” means
all of them, collectively.

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

      “Encumbered Property”
means:

       

      (i)           all
of the Mortgagor’s right, title and interest in and to the parcel or parcels of
land located in _______________ County, _____________________ as more
particularly described on Exhibit A hereto
(the “Land”),
together with any after-acquired estate of the Mortgagor in the Land,
and  together with all rights appurtenant thereto, including without
limitation, all strips and gores within or adjoining the Land, all estate,
right, title, interest, claim or demand of the Mortgagor in the streets, roads,
sidewalks, alleys and ways adjacent thereto (whether or not vacated and whether
public or private and whether open or proposed), all easements over adjoining
land granted by any easement agreements, covenants or restrictive agreements,
all of the tenements, hereditaments, easements, reciprocal easement agreements,
rights pursuant to any trackage agreement, rights to the use of common drive
entries, rights-of-way and other rights, privileges and appurtenances thereunto
belonging or in any way pertaining thereto, all reversions, remainders, dower
and right of dower, curtesy and right of curtesy, all of the air space and right
to use air space above such property, all transferable development rights
arising therefrom or transferred thereto, all water and water rights and water
rights applications (whether riparian, littoral, appropriative or otherwise, and
whether or not appurtenant), all pumps, pumping plants, pipes, flumes and
ditches thereunto appertaining, all rights and ditches for irrigation, all
utility rights, sewer rights, and shares of stock evidencing the same, all oil,
gas and other minerals and mineral substances (which term shall include all
gypsum, anhydrite, coal, lignite, hydrocarbon or other fossil materials or
substances, fissionable materials or substances and all other minerals of any
kind or character, whether gaseous, liquid or hard minerals, whether similar or
dissimilar to those named, whether now or hereafter found to exist and whether
associated with the surface or mineral estate) in, on or under the Land or
produced, saved or severed from the Land, all mineral, mining, gravel, oil, gas,
hydrocarbon rights and other rights to produce or share in the production of
anything related to such property, all drainage, crop, timber, agricultural, and
horticultural rights with respect to such property, and all other appurtenances
appurtenant to such property, including without limitation, any now or hereafter
belonging or in any way appertaining thereto, and all claims or demands of the
Mortgagor, either at law or in equity, in possession or expectancy, now or
hereafter acquired, of, in or to the same (the Land and all of the foregoing
being sometimes referred to herein collectively as the “Premises”);

       

      (ii)           all
of the Mortgagor’s right, title and interest in and to all buildings,
improvements, fixtures and other structures or improvements of any kind now or
hereafter erected or located upon the Land, including, but not limited to, all
building materials, water, sanitary and storm sewers, drainage, electricity,
steam, gas, telephone and other utility facilities, parking areas, roads,
driveways, walks and other site improvements; and all additions and betterments
thereto and all renewals, substitutions and replacements thereof, owned or to be
owned by the Mortgagor or in which the Mortgagor has or shall acquire an
interest, to the extent of the Mortgagor’s interest therein, now or hereafter
erected or located upon the Land (collectively, the “Improvements”);

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

      (iii)           all
of the Mortgagor’s right, title and interest in and to the following
(collectively, the “Personal
Property”):

       

      (A)            all
personal property and fixtures of every kind and nature whatsoever which are now
or hereafter located on, attached to, incorporated in (regardless of where
located) or affixed to the Premises or the Improvements or used or useful in
connection with the ownership, construction, maintenance, repair,
reconstruction, alteration, addition, improvement, operation, mining, use or
occupancy of the Premises or the Improvements, including, without limitation,
all goods, inventory, construction materials, equipment, mining equipment,
tools, furniture, furnishings, fittings, fixtures, supplies, computers and
computer programs, carpeting, draperies, blinds, window treatments, racking and
shelving systems, heating, lighting, plumbing, ventilating, air conditioning,
refrigerating, incinerating and/or compacting plants, systems and equipment,
elevators, escalators, appliances, stoves, ranges, refrigerators, vacuum, window
washing and other cleaning and building service systems, call systems, sprinkler
systems and other fire prevention and extinguishing apparatus and materials,
cables, antennae, pipes, ducts, conduits, machinery, apparatus, motors, dynamos,
engines, compressors, generators, boilers, stokers, furnaces, pumps, tanks,
appliances, garbage systems and pest control systems and all of Mortgagor’s
present and future “goods”, “equipment” and “fixtures” (as such terms are
defined in the UCC) and other personal property, including without limitation
any such personal property and fixtures which are leased, and all repairs,
attachments, betterments, renewals, replacements, substitutions and accessions
thereof and thereto; and

       

      (B)            all
general intangibles now owned or hereafter acquired by the Mortgagor and
relating to the design, development, operation, management and use of the
Premises or the Improvements, including, but not limited to, all contract
rights, trademarks, trade names, logos, symbols, books, records, chattel paper,
claims, deposits, accounts, excrows and other rights relating to the name and
style under which the Premises and the Improvements are operated;

       

      (iv)           all
approvals, authorizations, building permits, certificates of occupancy, zoning
variances, use permits, certifications, entitlements, exemptions, franchises,
licenses, orders, variances, plat plan approvals, environmental approvals, air
pollution authorities to construct and permits to operate, sewer and waste
discharge permits, national pollutant discharge elimination system permits,
water permits, zoning and land use entitlements and all other permits, whether
now existing or hereafter issued to or obtained by or on behalf of the
Mortgagor, that relate to or concern in any way the Premises or the Improvements
and are given or issued by any governmental or quasi-governmental authority,
whether now existing or hereafter created (as the same may be amended, modified,
renewed or extended from time to time, and including all substitutions and
replacements therefor), all rights under and pursuant to all construction,
service, engineering, consulting, management, access, supply, leasing,
architectural and other similar contracts relating in any way to the design,
construction, management, operation, occupancy and/or use of the Premises and
Improvements, all rights under all purchase agreements, sales agreements, option
contracts, land contracts and contracts for the sale of oil, gas and other
minerals or any of them, that relate to or concern in any way the Premises or
the Improvements, all abstracts of title, architectural, engineering or
construction drawings, plans, specifications, operating manuals, computer
programs, computer data, maps, surveys, soil tests, feasibility studies,
appraisals, environmental studies, engineering reports and similar materials
relating to any portion of or all of the Premises and Improvements, and all
payment and performance bonds or warranties or guarantees relating to the
Premises or the Improvements, all to the extent assignable (collectively, the
“Permits, Plans and
Contracts”);

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      

      (v)           the
Mortgagor’s interest in and rights under all leases, occupancy agreements or
licenses (under which the Mortgagor is landlord or licensor) and subleases
(under which the Mortgagor is sublandlord), concession, franchise, management,
mineral or other agreements relating to the use or occupancy of the Premises or
the Improvements or any part thereof for any purpose, or the extraction or
taking of any gas, oil, water or other minerals from the Premises, whether now
or hereafter existing or entered into (including any use or occupancy
arrangements created pursuant to Section 365(d) of the Bankruptcy Code or
otherwise in connection with the commencement or continuance of any bankruptcy,
reorganization, arrangement, insolvency, dissolution, receivership or similar
proceedings, or any assignment for the benefit of creditors, in respect of any
tenant or occupant of any portion of the Premises or the Improvements), and all
guaranties thereof and all amendments, modifications, supplements, extensions or
renewals thereof (collectively, the “Leases”), and all
rents, issues, profits, revenues, charges, fees, receipts, royalties, proceeds
from the sale of oil, gas and/or other minerals (whether gaseous, liquid or hard
minerals, whether similar or dissimilar to those named and whether associated
with the surface or mineral estate), accounts receivable, cash or security
deposits and other deposits (subject to the prior right of the tenants making
such deposits) and income, and other benefits now or hereafter derived from any
portion of the Premises or the Improvements or the use or occupancy thereof
(including any payments received pursuant to Section 502(b) of the
Bankruptcy Code or otherwise in connection with the commencement or continuance
of any bankruptcy, reorganization, arrangement, insolvency, dissolution,
receivership or similar proceedings, or any assignment for the benefit of
creditors, in respect of any tenant or other occupants of any portion of the
Premises or the Improvements and all claims as a creditor in connection with any
of the foregoing) and all payments of a similar nature, now or hereafter,
including during any period of redemption, derived from the Premises or the
Improvements or any other portion of the Encumbered Property and all proceeds
from the cancellation, surrender, sale or other disposition of the Leases
(collectively, the “Rents”);

       

      (vi)           all
of the Mortgagor’s right, title and interest in and to all refunds or rebates of
real and personal property taxes or charges in lieu of taxes, heretofore or now
or hereafter assessed or levied against all or any of the Premises, the
Improvements, the Personal Property, the Leases, the Rents and the Permits,
Plans and Contracts, including interest thereon, and the right to receive the
same, whether such refunds or rebates relate to fiscal periods before or during
the term of this Mortgage;

       

      (vii)           all
of the Mortgagor’s right, title and interest in and to all insurance policies
and the proceeds thereof, now or hereafter in effect with respect to all or any
of the Premises, the Improvements, the Personal Property, the Leases, the Rents
and the Permits, Plans and Contracts, including, without limitation, any and all
title insurance proceeds, and all unearned premiums and premium refunds,
accrued, accruing or to accrue under such insurance policies, and all awards
made for any taking of or damage to all or any of the Premises, the
Improvements, the Personal Property, the Leases, the Rents and the Permits,
Plans and Contracts, by eminent domain, or by any purchase in lieu thereof, and
all awards resulting from a change of grade of streets or for severance damages,
and all other proceeds of the conversion, voluntary or involuntary, of all or
any of the Premises, Improvements, the Personal Property, the Leases, the Rents
and the Permits, Plans and Contracts, into cash or other liquidated claims, and
all judgments, damages, awards, settlements and compensation (including interest
thereon) heretofore or hereafter made to the present and all subsequent owners
of the Premises, Improvements, the Personal Property, the Leases, the Rents and
the Permits, Plans and Contracts, or any part thereof for any injury to or
decrease in the value thereof for any reason;

       

      
        
           

        

        
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      (viii)         all
of the Mortgagor’s right, title and interest in and to the
following:

       

      (A)            all
right, in the name and on behalf of the Mortgagor, to appear in and defend any
action or proceeding brought with respect to all or any of the Premises,
Improvements, the Personal Property, the Leases, the Rents and the Permits,
Plans and Contracts, and to commence any action or proceeding to protect the
interest of the Mortgagor in all or any of the Premises, Improvements, the
Personal Property, the Leases, the Rents and the Permits, Plans and
Contracts;

       

      (B)            all
right and power to encumber further all or any of the Premises, Improvements,
the Personal Property, the Leases, the Rents and the Permits, Plans and
Contracts, or any part thereof;

       

      (C)            all
rights, titles, interests, estates or other claims, both in law and in equity,
which the Mortgagor now has or may hereafter acquire in any of the Premises, the
Improvements, the Personal Property, the Leases, the Rents or the Permits, Plans
and Contracts, or in and to any greater estate in all or any of the Premises,
the Improvements, the Personal Property, the Leases, the Rents and the Permits,
Plans and Contracts; and

       

      (D)            all
property hereafter acquired or constructed by the Mortgagor of the type
described above which shall forthwith, upon acquisition or construction thereof
by the Mortgagor and without any act or deed by any party, become subject to the
lien and security interest of this Mortgage as if such property were now owned
by the Mortgagor and were specifically described in this Mortgage and were
specifically conveyed or encumbered hereby; and

       

      (ix)           all
accessions, additions or attachments to, and proceeds or products of, any of the
foregoing.

       

      
        
           

        

        
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      “Event of Default”
means one or more Events of Default, as such term is defined in the Credit
Agreement.

       

      “Finance Document”
means (i) each Credit Document, (ii) each Swap Contract between one or
more Credit Parties and a Hedge Bank evidencing Swap Obligations permitted under
the Credit Agreement and (iii) each Cash Management Agreement between any
Credit Party and a Cash Management Bank, and “Finance Documents”
means all of them, collectively.

       

      “Finance Obligations”
means, at any date, (i) all Obligations, (ii) all Swap Obligations of
a Credit Party permitted under the Credit Agreement owed or owing under any Swap
Contract to any Hedge Bank and (iii) all Cash Management Obligations owing
under any Cash Management Agreement to a Cash Management Bank.

       

      “Impositions” shall
mean all taxes, water rates, sewer rents, fees, assessments, levies, utility
charges, insurance premiums payable on any insurance the Mortgagee is required
to maintain hereunder, amounts required to be paid to obtain or renew permits
and other similar charges (whether or not required by a governmental body) which
are now or hereafter assessed, levied or imposed against the Encumbered Property
(or any part thereof) or the Mortgagee’s interest therein and all water rates,
sewer rents, ground rents, maintenance charges and other charges now or
hereafter assessed, levied or imposed against the Encumbered Property (or any
part thereof) or the Mortgagee’s interest therein or incurred in the ownership,
operation, occupancy, maintenance and use of the Encumbered
Property.

       

      “Lender” and “Lenders” have the
respective meanings set forth in the introductory paragraphs hereof and shall
include, without limitation, any Issuing Lender and the Swingline Lender in its
capacity as such.

       

      “Person” means an
individual, a corporation, a partnership, an association, a limited liability
company, a trust or an unincorporated association or any other entity or
organization, including a government or political subdivision or an agency or
instrumentality thereof.

       

      “Representative” means
the trustee, paying agent or other similar representative for the Cash
Management Banks and the Hedge Banks.

       

      “Swap Obligation” of
any Person means all obligations (including, without limitation, any amounts
which accrue after the commencement of any bankruptcy or insolvency proceeding
with respect to such Person, whether or not allowed or allowable as a claim
under any proceeding under any Debtor Relief Law) of such Person in respect of
any Swap Contract, excluding any amounts which such Person is entitled to
set-off against its obligations under applicable law.

       

      “UCC” means at any
time the Uniform Commercial Code as the same may from time to time be in effect
in the state where the Premises are located, provided that, if, by
reason of mandatory provisions of law, the validity, perfection or the effect of
perfection or non-perfection of any security interest granted herein is governed
by the Uniform Commercial Code as in effect in a jurisdiction other than the
state where the Premises are located then, as to the validity or perfection of
such security interest, “UCC” shall mean the Uniform Commercial Code in effect
in such other jurisdiction for purposes of the provisions hereof relating to
such validity or perfection or effect of perfection or
non-perfection.

       

      
        
           

        

        
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      Section
1.02       Interpretation.  As
used in this Mortgage, the singular shall include the plural as the context
requires and the following words and phrases shall have the following
meanings:  (i) ”including” shall mean “including but not limited
to”; (ii) ”provisions” shall mean “provisions, terms, covenants and/or
conditions”; (iii) ”lien” shall mean “lien, charge, encumbrance, security
interest, mortgage, Mortgage”; (iv) ”obligation” shall mean “obligation,
duty, covenant and/or condition”; and (v) ”any of the Encumbered Property”
shall mean “the Encumbered Property or any part thereof or interest
therein.”  Any act that the Mortgagee is permitted to perform
hereunder may be performed at any time and from time to time by the Mortgagee or
any person or entity designated by the Mortgagee.  Any act which is
prohibited to the Mortgagor hereunder is also prohibited to all lessees of any
of the Encumbered Property.  Each appointment of the Mortgagee as
attorney-in-fact for the Mortgagor under this Mortgage is irrevocable, with
power of substitution and coupled with an interest.  Subject to the
applicable provisions hereof, the Mortgagee has the right to refuse to grant its
consent, approval or acceptance or to indicate its satisfaction, in its sole
discretion, whenever such consent, approval, acceptance or satisfaction is
required hereunder.

       

      ARTICLE
II

      CONVEYANCE
OF ENCUMBERED PROPERTY

       

      Section
2.01        Grant.  To
secure the full and punctual payment of the Finance Obligations in accordance
with the terms thereof, including the performance of all of the obligations of
the Mortgagor hereunder, of the Borrower under the Credit Agreement and the
other Credit Documents, of each Credit Party which is party to a Cash Management
Agreement with one or more Cash Management Banks or to a Swap Contract with one
or more Hedge Banks, and of each Credit Party under any other Credit Document,
the Mortgagor hereby grants, bargains, sells, transfers, sets over, assigns and
conveys as security, grants a security interest in, hypothecates, mortgages,
pledges and sets over to the Mortgagee, the Encumbered Property, subject only to
the Permitted Encumbrances (as defined below).

       

      TO HAVE
AND HOLD the same, together with all privileges, hereditaments, easements and
appurtenances thereunto belonging, to the Mortgagee and the Mortgagee’s
successors and assigns to secure the Finance Obligations; provided, always, and
this instrument is upon the express condition that should the Finance
Obligations be paid according to the tenor and effect thereof when the same
shall be due and payable and should the Mortgagor timely and fully discharge its
obligations hereunder, this Mortgage and the estate hereby granted shall cease
and become void.

       

      Section
2.02         Revolving Credit Loans,
Swingline Loans and Letters of Credit.  The
Finance Obligations secured by this Mortgage include Revolving Credit Loans,
Swingline Loans and reimbursement and other obligations relating to Letters of
Credit made, issued or extended under the Credit Agreement in the maximum
principal or face amount at any one time outstanding of
$[     ] which are advanced, paid and readvanced from
time to time.  Notwithstanding the amount outstanding at any
particular time, this Mortgage secures the total amount of Finance
Obligations.  The unpaid balance of the Revolving Credit Loans and
Swingline Loans and the outstanding L/C Disbursements (as defined in the Credit
Agreement) may at certain times be, or reduced to, zero.  A zero
balance does not affect any Lender’s or the Swingline Lender’s obligation to
make Revolving Credit Loans or Swingline Loans or any Issuing Lender’s
obligation to issue, extend or renew Letters of Credit or to make payments upon
draws under Letters of Credit, all of which are obligatory subject to the
conditions stated in the Credit Agreement and the Letters of
Credit.  Each of the security interest of the Mortgagee hereunder and
the priority of the lien of this Mortgage will remain in full force and effect
with respect to all of the Finance Obligations notwithstanding such a zero
balance, and the lien of this Mortgage will not be extinguished until this
Mortgage has been terminated pursuant to Section 5.05
hereof.  [modify for state with mortgage recording taxes]

       

      
        
           

        

        
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      ARTICLE
III

      REPRESENTATIONS,
WARRANTIES AND

      COVENANTS
OF THE MORTGAGOR

       

      The
Mortgagor agrees, covenants, represents and warrants as follows:

       

      Section
3.01        Title.  (a)  The
Mortgagor has good, marketable, insurable, indefeasible, fee simple title to the
Land and the Improvements.  The Mortgagor has good and marketable
title to, or valid leasehold interests in, all of the other Encumbered
Property.  This Mortgage is and will remain a valid and enforceable
first lien on, and security interest in, the Encumbered Property subject to no
Liens other than the exceptions and encumbrances set forth in Exhibit B
attached hereto (collectively, the “Permitted
Encumbrances”).

       

      (b)           Except
as set forth on Exhibit C
attached hereto, there are no Leases, track agreements, easement agreements,
access agreements, management contracts, pipeline agreements or other contracts
or agreements affecting any portion of the Encumbered Property (collectively,
the “Material
Agreements”).  Each Material Agreement is in full force and
effect.  Except as set forth on Exhibit C attached hereto, the
Mortgagor has not given, nor has it received, any notice of default with respect
to any obligation under any Material Agreement.  Except as set forth
on Exhibit C
attached hereto, no Material Agreement is subject to any Lien, other than this
Mortgage and the Permitted Encumbrances.

       

      (c)           The
Mortgagor has good and lawful right and full power and authority to encumber or
grant a security interest in the Encumbered Property.  The possession
of the Encumbered Property has been peaceful and undisturbed and title hereto
has not been disputed or questioned to the best of the Mortgagor’s
knowledge.  The Mortgagor will forever warrant, defend and preserve
its title to the Encumbered Property, the rights of the Mortgagee therein under
this Mortgage and the validity and priority of the lien of this Mortgage thereon
against the claims of all persons and parties except those having rights under
the Permitted Encumbrances to the extent of those rights.

       

      (d)           This
Mortgage, when duly recorded in the appropriate public records and when
financing statements are duly filed in the appropriate public records, will
create a valid, perfected and enforceable first lien upon and security interest
in all the Encumbered Property (subject to the Permitted
Encumbrances).  There will be no defenses or offsets to this Mortgage
or to any of the Finance Obligations for so long as any portion of the Finance
Obligations is outstanding.

       

      
        
           

        

        
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      (e)           The
Permitted Encumbrances do not and will not materially and adversely affect
(i) the ability of the Mortgagor to perform its obligations under this
Mortgage and the other Credit Documents to which it is a party or (ii) the
use of the Encumbered Property for the use currently being made thereof, the
operation of the Encumbered Property as currently being operated or the value of
the Encumbered Property.

       

      (f)           The
Encumbered Property has adequate rights of access to public ways and is served
by adequate water, sewer, sanitary sewer and storm drain
facilities.  Except to the extent that non-compliance would not
interfere in any material respect with Mortgagor’s use of the Encumbered
Property all public utilities necessary to the continued use and enjoyment of
the Encumbered Property as presently used and enjoyed are located in the public
right-of-way abutting the Encumbered Property, and all such utilities are
connected so as to serve the Encumbered Property without passing over other
property.  Except to the extent that non-compliance would not
interfere in any material respect with Mortgagor’s use of the Encumbered
Property all roads necessary for the full utilization of the Encumbered Property
for its current purpose have been completed and dedicated to public use and
accepted by all governmental authorities or are the subject of access easements
for the benefit of the Encumbered Property.

       

      (g)           The
Premises consists of a single tax lot or multiple tax lots, no portion of said
tax lot(s) covers property other than the Premises or a portion of the Premises
and no portion of the Premises lies in any other tax lot.  The
Premises consists of one or more legally subdivided lots.

       

      (h)           There
are no pending or, to the knowledge of the Mortgagor, proposed special or other
assessments for public improvements or otherwise affecting the Encumbered
Property, as to which any installments are presently due nor, to the knowledge
of the Mortgagor, are there any contemplated improvements to the Encumbered
Property that may result in such special or other assessments.

       

      (i)           The
Encumbered Property is either (i) not located in a flood hazard area as
defined by the Federal Insurance Administration or (ii) is the subject of
appropriate flood insurance.

       

      (j)           The
Premises are either (i) not located in Zone 3 or Zone 4 of the “Seismic
Zone Map of the U.S”, or (ii) the subject of appropriate earthquake
insurance.

       

      (k)           All
parties furnishing labor and materials have been paid in full and, except for
such liens or claims insured against by the policy of title insurance to be
issued in connection with this Mortgage, there are no mechanics’, laborers’ or
materialmen’s liens or claims outstanding for work, labor or materials affecting
the Encumbered Property, whether prior to, equal with or subordinate to the lien
of this Mortgage.

       

      (l)           The
Encumbered Property is not subject to any Leases other than the Leases described
in Schedule 3.01(l).

       

      
        
           

        

        
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      Section
3.02        Compliance with
Law.  All
of the Improvements and the use of the Encumbered Property comply with, and
shall remain in compliance in all material respects with, all applicable
statutes, rules, regulations and private covenants now or hereafter relating to
the ownership, construction, use or operation of the Encumbered Property,
including all applicable statutes, rules and regulations pertaining to
requirements for equal opportunity, antidiscrimination, fair housing,
environmental protection, zoning and land use.  The Improvements
comply with, and shall remain in compliance with, applicable health, fire and
building codes.  There is no evidence of any illegal activities
relating to controlled substances on the Encumbered Property.  All
certifications, permits, licenses and approvals, including, without limitation,
certificates of completion and occupancy permits required for the legal use,
occupancy and operation of the Encumbered Property as a [_____________________]
have been obtained and are in full force and effect.  All of the
Improvements comply with all material requirements of any applicable zoning and
subdivision laws and ordinances, including without limitation, parking
requirements.

       

      Section
3.03        No
Litigation.  There
are no pending actions, suits or proceedings, arbitrations or governmental
investigations against the Encumbered Property, an adverse outcome of which
would materially affect the Mortgagor’s performance under this Mortgage and any
Credit Document to which it is a party.

       

      Section
3.04         Taxes
Paid.  The
Mortgagor has paid all real estate taxes and assessments which have become due
in respect of the Encumbered Property, and the Mortgagor has no knowledge of any
basis for additional assessments with respect to such taxes.

       

      Section
3.05          Condition of
Improvements.  (a)  The
Encumbered Property has not been damaged by fire, water, wind or other cause of
loss or any previous damage to the Encumbered Property has been fully
restored.

       

      (b)           No
part of any property subject to this Mortgage has been taken in condemnation or
other like proceeding nor is any proceeding pending, threatened or known to be
contemplated for the partial or total condemnation or taking of the Encumbered
Property, other than a “de minimus” partial taking (e.g. a taking for
road-widening purposes) that would have no affect on the value of the premises
or Mortgagor’s ability to use same.

       

      Section
3.06          Options.  No
tenant, person, party, firm, corporation or other entity has an option to
purchase the Encumbered Property, any portion thereof or any interest
therein.

       

      Section
3.07          Credit
Agreement.  (a)  This
Mortgage is given pursuant to the Credit Agreement.  Each and every
term and provision of the Credit Agreement (except for the governing
law  and submissions to jurisdiction provisions thereof), including
the rights, remedies, obligations, covenants, conditions, agreements,
indemnities, representations and warranties of the parties thereto shall be
considered as if a part of this Mortgage.

       

      (b)           If
any remedy or right of the Mortgagee pursuant hereto is acted upon by the
Mortgagee or if any actions or proceedings (including any bankruptcy, insolvency
or reorganization proceedings) are commenced in which the Mortgagee is made a
party and is obliged to defend or uphold or enforce this Mortgage or the rights
of the Mortgagee hereunder or the terms of any Lease, or if a condemnation
proceeding is instituted affecting the Encumbered Property, the Mortgagor will
pay all sums, including reasonable attorneys’ fees and disbursements, actually
incurred (not as imposed by statute) by the Mortgagee related to the exercise of
any remedy or right of the Mortgagee pursuant hereto or for the expense of any
such action or proceeding together with all statutory or other costs,
disbursements and allowances, interest thereon from the date of demand for
payment thereof at a rate per annum applicable to Base Rate Loans under the
Credit Agreement (regardless of whether any Revolving Credit Commitments are
then outstanding) plus 2.00% (the “Default Interest
Rate”), and such sums and the interest thereon shall, to the extent
permissible by law, be a lien on the Encumbered Property prior to any right,
title to, interest in or claim upon the Encumbered Property attaching or
accruing subsequent to the recording of this Mortgage and shall be secured by
this Mortgage to the extent permitted by applicable law.

       

      
        
           

        

        
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      (c)           Any
payment of amounts due under this Mortgage not made on or before the due date
for such payments shall accrue interest daily without notice from the due date
until paid at the Default Interest Rate, and such interest at the Default
Interest Rate shall be immediately due upon demand by the
Mortgagee.

       

      Section
3.08           Payment of Taxes, Liens and
Charges.  (a)  The
Mortgagor will pay and discharge from time to time prior to the time when the
same shall become delinquent, and before any interest or penalty accrues thereon
or attaches thereto, all taxes of every kind and nature, all general and special
assessments, levies, permits, inspection and license fees, all water and sewer
rents, all vault charges, and all other public charges, and all service charges,
common area charges, private maintenance charges, utility charges and all other
private charges, whether of a like or different nature, imposed upon or assessed
against the Encumbered Property or any part thereof or upon the Rents from the
Encumbered Property or arising in respect of the occupancy, use or possession
thereof.

       

      (b)           In
the event of the passage of any state, Federal, municipal or other governmental
law, order, rule or regulation subsequent to the date hereof (i) deducting
from the value of real property for the purpose of taxation any lien or
encumbrance thereon or in any manner changing or modifying the laws now in force
governing the taxation of this Mortgage or debts secured by mortgages or deeds
of trust (other than laws governing income, franchise and similar taxes
generally) or the manner of collecting taxes thereon and (ii) imposing a
tax to be paid by the Mortgagee, either directly or indirectly, on this
Mortgage, the Security Agreement or any other Credit Documents or to require an
amount of taxes to be withheld or deducted therefrom, the Mortgagor will
promptly notify the Mortgagee of such event.  In such event the
Mortgagor shall (i) enter into such further instruments as may be
reasonably necessary or desirable to obligate the Mortgagor to make any
applicable additional payments, and (ii) the Mortgagor shall make all such
additional payments.

       

      (c)           If
required by the Mortgagee, the Mortgagor shall pay the Mortgagee monthly,
together with and in addition to the payments of principal of, premium, if any,
and interest on any Finance Obligation, an amount determined by the Mortgagee to
be necessary to enable the Mortgagee to pay all Impositions one month before it
becomes due.  If the total payments made to the Mortgagee pursuant to
the preceding sentence are less than the amount required to pay any Imposition
one month before it becomes due, the Mortgagor shall pay the Mortgagee, on
10 days notice, the amount necessary to make up such
deficiency.  If there is an excess of such payments, the excess will
reduce subsequent payments required under this Section 3.08.  The
Mortgagee shall not be required to pay interest on any sums held pursuant to
this Section 3.08.  If
an Event of Default has occurred, the Mortgagee may at its option apply any
amounts received pursuant to this Section 3.08 to
the payment of the Finance Obligations in such order as the Mortgagee may
elect.

       

      
        
           

        

        
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      Section
3.09           Payment of Closing
Costs.  The
Mortgagor shall pay all reasonable costs in connection with, relating to or
arising out of the preparation, execution and recording of this Mortgage,
including title company premiums and charges, inspection costs, survey costs,
recording fees and taxes, attorneys’, engineers’, appraisers’ and consultants’
fees and disbursements and all other similar expenses.

       

      Section
3.10           Alterations and Waste;
Plans; Use.  (a)  No
Improvements will be (i) altered in any material respect or
(ii) demolished or (iii) removed in whole or material part by the
Mortgagor.  The Mortgagor will maintain and keep the Encumbered
Property in good condition and repair and will not commit any waste on the
Encumbered Property or make any alteration to, or change in the use of, the
Encumbered Property that will diminish the utility thereof for the operation of
the business conducted thereon or increase the risk of fire or other hazard and
in no event shall any such alteration or change be contrary to the terms of any
insurance policy required to be kept pursuant to Section 3.11
hereof.

       

      (b)           To
the extent the same exist on the date hereof or are obtained in connection with
future permitted alterations, the Mortgagor shall maintain a complete set of
final plans, specifications, blueprints and drawings for the Improvements either
at the Encumbered Property or in a particular office at the headquarters of the
Mortgagor to which the Mortgagee shall have access during normal business hours
upon reasonable advance written notice.

       

      (c)           The
Mortgagor shall cause the Premises and the Improvements to be used in compliance
with all existing and future laws, codes, ordinances, rules, regulations, orders
and decrees of governmental authorities and courts having jurisdiction over the
Encumbered Property or the Mortgagor and the requirements of all
Permits.  The Mortgagor shall promptly notify the Mortgagee of any
proposed zoning reclassification, variance, conditional or special use permit,
subdivision plat or annexation affecting the Land.  The Mortgagor
shall at all times comply with, and is currently in compliance with, all of its
obligations under all Material Agreements and under all other recorded
restrictions, conditions, easements and covenants (“Restrictive
Covenants”) encumbering the Land and shall take commercially reasonable
efforts to enforce its rights under all Restrictive Covenants encumbering other
property for the benefit of the Land and/or the Improvements.  If the
Mortgagor receives any notice (whether oral or written) that any Material
Agreement or Restrictive Covenant has been violated, then the Mortgagor shall
promptly notify the Mortgagee and take such steps as the Mortgagee may
reasonably require to correct such violation.

       

      Section
3.11            Insurance

       

      .  The
Mortgagor will keep the Encumbered Property insured against such risks in the
manner required by the other Credit Documents.  Without limiting the
generality of the Credit Agreement, Mortgagor shall, at its sole expense, obtain
and maintain in full force and effect during the existence of this Mortgage, the
following insurance coverages at limits not less than those specified
herein:

       

      
        
           

        

        
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      (i)           Worker’s
Compensation Insurance providing statutory limits of liability and Employers’
Liability Insurance with a limit of liability not less than the underlying limit
required by the Umbrella Excess Liability Policy, as described in subsection (c)
below.

       

      (ii)           Commercial
General Liability Insurance for Bodily Injury and Property Damage with coverages
extended and endorsements to the policy as stated below with a limit of
liability not less than the underlying limit required by the Umbrella Excess
Liability Policy, as described in subsection (c)
below.  The Umbrella Excess Liability Policy shall be in
addition to the required underlying limits.  The coverages to be
included in this policy are:  (i) Operations — Premises
Liability, (ii) Independent Contractors Liability, (iii) Contractual
Liability covering the Mortgagor’s obligations as set forth herein, in the
Credit Documents, (iv) Personal Injury Liability extending to claims
arising from employees of Mortgagor and (v) Products and completed
operations hazards.

       

      (iii)           Excess
Umbrella Liability Insurance coverage with a limit of liability of not less than
$10,000,000 per occurrence.

       

      (iv)           Property
insurance with coverage extended to the hazards described below on the Premises,
Improvements and Personal Property in an amount not less than full replacement
cost thereof.  These policies shall provide that no deduction will be
made for depreciation and shall contain no co-insurance penalty.  The
coverage shall be extended to the following:  (i) Fire, extended
(including vandalism and malicious mischief) and all risk coverage,
(ii) Windstorm, hurricane and hail damage, (iii) Theft loss,
(iv) Flood and (v) Business Interruptions.

       

      The
policies of insurance obtained to satisfy the requirements of subsections (i) through
(iv) above
shall be occurrence policies and not “claims made”
policies.  Certificates evidencing the amounts and effective dates of
the coverages required by this Section 3.11
shall be delivered to the Mortgagee upon request.  Copies of the
insurance policies shall be available for inspection and copying by the
Mortgagee and its agents at the Mortgagor’s corporate headquarters during
reasonable business hours upon reasonable advance written notice.  All
policies shall be taken out with insurers that are reasonably acceptable to the
Mortgagee and in a form reasonably satisfactory to the Mortgagee and shall
provide that the Mortgagee is an additional insured, as its interests may appear
for the policies described in subsections (ii) through
(iii) above,
and a Mortgagee and/or loss payee under each of the policies described in subsection (iv)
above.  All liability policies shall contain a waiver of subrogation
against the Mortgagee.  The Mortgagor shall take commercially
reasonable efforts to require that all policies shall provide for a 30-day
advance written notice to the Mortgagee of any renewal, cancellation or material
change in the insurance policies; provided that, in all events
such policies shall provide for a minimum of ten (10) days advance written
notice to the Mortgagee of any renewal, cancellation or material change in the
insurance policies.  All such insurance required by this Mortgage
shall be provided by insurance companies licensed to do business in the state
where the Premises are located and shall have a Best’s rating of B+ XII or
greater, as shown in the current issue of Best’s Key Rating Guide,
Property-Casualty.  The Mortgagor may maintain insurance required
under this Mortgage by means of one or more blanket insurance policies
maintained by the Mortgagor; provided, however, that
(A) any such policy shall specify, or the Mortgagor shall furnish to the
Mortgagee a written statement from the insurer so specifying, the maximum amount
of the total insurance afforded by such blanket policy that is allocated to the
Premises and the other Encumbered Property and any sublimits in such blanket
policy applicable to the Premises and the other Encumbered Property,
(B) each such blanket policy shall include an endorsement providing that,
in the event of a loss resulting from an insured peril, insurance proceeds shall
be allocated to the Encumbered Property in an amount equal to the coverages
required to be maintained by the Mortgagor as provided above and (C) the
protection afforded under any such blanket policy shall be no less than that
which would have been afforded under a separate policy or policies relating only
to the Encumbered Property.

       

      
        
           

        

        
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      Section
3.12              Casualty; Restoration of
Casualty Damage.  The
Mortgagor shall give the Mortgagee prompt written notice of any fire or other
casualty to all or any portion of the Encumbered Property (a “Casualty”).  In
the event of a Casualty, the proceeds, damages, awards, claims and rights of
award (collectively, the “Insurance Proceeds”)
with respect to any such Casualty shall be paid to the Mortgagee to the extent
required by Section 5.6 of
the Credit Agreement.  If Insurance Proceeds are required to be paid
to the Administrative Agent pursuant to Sections 5.6 of
the Credit Agreement, then payments made by the insurer or other party with
respect to such Casualty shall be made directly in its entirety to the Mortgagee
for remittance to the Administrative Agent and the Insurance Proceeds relating
to such Casualty shall be remitted by the Mortgagee to the Administrative Agent
for application in accordance with Section 5.6 of
the Credit Agreement.  Otherwise, proceeds received by the Mortgagee
from any Casualty shall be paid to Mortgagor within five (5) Business Days after
request.

       

      Section
3.13               Condemnation/Eminent
Domain.  The
Mortgagor shall notify the Mortgagee promptly upon obtaining knowledge of any
pending or threatened condemnation or taking of all or any material portion of
the Encumbered Property (a “Condemnation”).  No
settlement or compromise of any claim in connection with any such action or
proceeding or transfer in lieu of a Condemnation of a material portion of the
Encumbered Property shall be made without the consent of the
Mortgagee.  In the event of a Condemnation, all proceeds of any such
Condemnation or transfer in lieu thereof (collectively, the “Condemnation
Proceeds”) shall be paid to the Mortgagee to the extent required by
Section 5.6 of the Credit Agreement.  If the Condemnation
Proceeds are required to be paid to the Administrative Agent pursuant to Section 5.6 of
the Credit Agreement, then all such Condemnation Proceeds will be paid directly
to the Administrative Agent and such Condemnation Proceeds shall be remitted by
the Mortgagee to the Administrative Agent for application in accordance with
Section 5.6 of
the Credit Agreement.  Otherwise, any Condemnation Proceeds received
by the Mortgagee shall be paid to the Mortgagor within five (5) Business Days
after request.

       

      Section
3.14                Assignment of Leases and
Rents.  (a)  The
Mortgagor hereby irrevocably, unconditionally and absolutely grants, transfers
and assigns to the Mortgagee all of its right, title and interest in and to all
Leases, together with any and all extensions and renewals thereof for purposes
of securing and discharging the Finance Obligations.  The Mortgagor
has not assigned or executed any assignment of, and will not assign or execute
any assignment of, any Lease or its respective Rents to anyone other than to the
Mortgagee.

       

      
        
           

        

        
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      (b)           Without
the Mortgagee’s prior written consent, the Mortgagor will not (i) enter
into, modify, amend, terminate or consent to the cancellation or surrender of
any Lease if such entrance, modification, amendment, termination or consent
would, in the reasonable judgment of the Mortgagee, be adverse in any material
respect to the Secured Parties, the value of the Encumbered Property or the
liens and security interests created by this Mortgage or (ii) consent to an
assignment of any tenant’s interest in any Lease or to a subletting thereof
covering a material portion of the Encumbered Property, except, in each case, as
may be permitted by this Mortgage or the other Credit Documents.

       

      (c)           The
Mortgagor has assigned and transferred to the Mortgagee all of the Mortgagor’s
right, title and interest in and to the Rents now or hereafter arising, it being
intended that this assignment establish, subject to Section 3.14(d)
below, an absolute transfer and assignment of all Rents and all Leases to the
Mortgagee and not merely to grant a security interest therein.  Such
assignment to the Mortgagor shall not be construed to bind the Mortgagee to the
performance of any of the covenants, conditions or provisions contained in any
Lease or otherwise impose any obligation upon the
Mortgagee.  Notwithstanding the foregoing, the Mortgagor shall have
the license and right, subject to automatic revocation as provided in Section 3.14(d)
below, to operate and rent, lease or let all or any portion of the Encumbered
Property and to collect, but not more than one month prior to accrual, all of
the Rents.  As provided in Section 3.14(d)
below, the license granted by this Section 3.14(c)
is subject to automatic revocation and thereafter the Mortgagee may, in the
Mortgagor’s name and stead (with or without first taking possession of any of
the Encumbered Property personally or by receiver as provided herein) operate
the Encumbered Property and rent, lease or let all or any portion of any of the
Encumbered Property to any party or parties at such rental and upon such terms
as the Mortgagee shall, in its sole discretion, determine, and may collect and
have the benefit of all of such Rents arising from or accruing at any time
thereafter or that may thereafter become due.

       

      (d)           As
long as no Event of Default has occurred or is continuing, the license granted
under Section 3.14(c)
above shall be effective and the Mortgagee shall not exercise any of its rights
under Section 3.14(c)
above, and the Mortgagor shall receive and collect the Rents accruing under any
Lease pursuant to the revocable license granted therein; but upon the occurrence
of any Event of Default, the license granted under Section 3.14(c)
above shall be deemed to be automatically revoked and shall terminate
automatically without notice and the Mortgagee shall be entitled to all of the
Rents without the necessity of the Mortgagee’s taking any action whatsoever, and
the Rents shall thereupon be deemed to be cash collateral for all purposes,
including without limitation for purposes of Section 363 of the Bankruptcy
Code.  Upon the occurrence and during the continuance of any Event of
Default, the Mortgagee may receive and collect all Rents and enter upon the
Premises and Improvements through its officers, agents, employees or attorneys
for such purpose and for the operation and maintenance thereof.  Upon
the occurrence and during any continuance of an Event of Default, the Mortgagor
hereby irrevocably authorizes and directs each tenant, if any, and each
successor, if any, to the interest of any tenant under any Lease, respectively,
to rely upon any notice of a claimed Event of Default sent by the Mortgagee to
any such tenant or any of such tenant’s successors in interest, and thereafter
to pay Rents to the Mortgagee without any obligation or right to inquire as to
whether an Event of Default actually exists and even if notice to the contrary
is received from the Mortgagor, who shall have no right or claim against any
such tenant or successor in interest for any such Rents so paid to the
Mortgagee.  Each tenant or any of such tenant’s successors in interest
from whom the Mortgagee or any officer, agent, attorney or employee of the
Mortgagee shall have collected any Rents, shall be authorized to pay Rents to
the Mortgagor only after such tenant or any of such tenant’s successors in
interest shall have received written notice from the Mortgagee that the Event of
Default is no longer continuing, which notice the Mortgagee shall be obligated
to give if the Mortgagee determines in its reasonable discretion that such Event
of Default is no longer continuing (or if ordered by a court or arbitrator with
jurisdiction), unless and until a further notice of an Event of Default is given
by the Mortgagee to such tenant or any of such tenant’s successors in
interest.

       

      
        
           

        

        
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      (e)           The
Mortgagee will not become a mortgagee in possession so long as it does not enter
and take actual possession of the Encumbered Property.  In addition,
the Mortgagee shall not be responsible or liable for performing any of the
obligations of the landlord under any Lease, for any waste by any tenants, or
others, for any dangerous or defective conditions of any of the Encumbered
Property, for negligence in the management, upkeep, repair or control of any of
the Encumbered Property or any other act or omission by any other
person.

       

      (f)           The
Mortgagor shall furnish to the Mortgagee, no more frequently than twice in any
twelve (12) month period, within thirty (30) days after a request by the
Mortgagee to do so, a written statement containing the names of all tenants,
subtenants and concessionaires of the Premises or Improvements, the terms of any
Lease, the space occupied and the rentals or license fees payable
thereunder.

       

      (g)           If
an Event of Default occurs, and if there is any applicable law requiring the
Mortgagee to take actual or constructive possession of the Premises (or some
action equivalent thereto, such as securing the appointment of a receiver) in
order for the Mortgagee to “perfect” or “activate” its rights and remedies as
set forth herein, the Mortgagor hereby waives the benefits of any such laws to
the maximum extent allowable.

       

      Section
3.15            Restrictions on Transfers
and Encumbrances.  Except
as permitted hereby, by all or any of the other Credit Documents, the Mortgagor
shall not directly or indirectly sell, convey, alienate, assign, lease,
sublease, license, mortgage, pledge, encumber or otherwise transfer, create,
consent to or suffer the creation of any lien, charges or any form of
encumbrance upon any interest in or any part of the Encumbered Property, or be
divested of its title to the Encumbered Property or any interest therein in any
manner or way, whether voluntarily or involuntarily (other than resulting from a
taking), or engage in any common, cooperative, joint, time-sharing or other
congregate ownership of all or part thereof; provided, however, that the
Mortgagor may in the ordinary course of business, within reasonable commercial
standards and upon obtaining the prior written consent of Mortgagee (which
consent shall not be unreasonably withheld or delayed), enter into easement
agreements that relate to and/or benefit the operation of the Encumbered
Property or that do not materially or adversely affect the use and operation of
the same (including customary utility easements that service the Encumbered
Property).

       

      
        
           

        

        
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      Section
3.16             Security
Agreement.  This
Mortgage is both a mortgage and grant of real property and a grant of a security
interest in personal property, and shall constitute and serve as a “security
agreement” within the meaning of the UCC.  The Mortgagor hereby grants
unto the Mortgagee for the benefit of the Secured Parties a security interest in
and to all the Encumbered Property described in this Mortgage that is not real
property, and substantially contemporaneously with the recording of this
Mortgage, the Mortgagor has filed or will file UCC financing statements, and
will file continuation statements prior to the lapse thereof, at the appropriate
offices in the state in which the Premises are located and otherwise may be
required or advisable to perfect the security interest granted by this Mortgage
in all the Encumbered Property that is not real property.  The
Mortgagee shall have all rights with respect to the part of the Encumbered
Property that is the subject of a security interest afforded by the UCC in
addition to, but not in limitation of, the other rights afforded the Mortgagee
hereunder.  The Mortgagor agrees, to the extent permitted by law,
that:  (i) all of the goods described within the definition of
the word “Personal Property” are or are to become fixtures on the Land;
(ii) this Mortgage upon recording or registration in the real estate
records of the proper office shall constitute a financing statement filed as a
“fixture filing” within the meaning of Sections 9-334(e)
and 9-502(b) of
the UCC; (iii) the Mortgagor is the record owner of the Premises; and
(iv) the addresses of Mortgagor and Mortgagee are as set forth on the
signature pages of this Mortgage.  Additionally, this Mortgage shall
constitute a financing statement covering fixtures and/or minerals or the like
(including oil and gas) and/or accounts resulting from the sale thereof at the
wellhead or minehead and, as such, shall be filed for record in the real estate
records of each county in which the Land, or any part thereof, is
located.  [Add local language]

       

      Section
3.17              Filing and
Recording.  The
Mortgagor will cause this Mortgage, any other security instrument creating a
security interest in or evidencing the lien hereof upon the Encumbered Property
and each instrument of further assurance to be filed, registered or recorded in
such manner and in such places as may be required by any present or future law
in order to publish notice of and to protect fully the liens and security
interests of the Mortgagee hereby granted in and upon the Encumbered
Property.  The Mortgagor will pay all filing, registration or
recording fees, and all expenses incidental to the execution and acknowledgment
of this Mortgage, any mortgage supplemental hereto, any security instrument with
respect to the Encumbered Property, and any instrument of further assurance and
all Federal, state, county and municipal recording, documentary or intangible
taxes and other taxes, duties, imposts, assessments and charges arising out of
or in connection with the execution, delivery and recording of this Mortgage,
any mortgage supplemental hereto, any security instrument with respect to the
Encumbered Property or any instrument of further assurance.

       

      Section
3.18             Further
Assurances.  Upon
demand by the Mortgagee, the Mortgagor will, at the sole cost of the Mortgagor
and without expense to the Mortgagee, do, execute, acknowledge and deliver all
such further acts, deeds, conveyances, deeds of trust, assignments, notices of
assignment, transfers and assurances as the Mortgagee shall from time to time
reasonably require for the better assuring, conveying, assigning, transferring
and confirming unto the Mortgagee the property and rights hereby conveyed or
assigned or intended now or hereafter so to be, or which the Mortgagor may be or
may hereafter become bound to convey or assign to the Mortgagee, or for carrying
out the intention or facilitating the performance of the terms of this Mortgage,
or for filing, registering or recording this Mortgage, and on demand, the
Mortgagor will also execute and deliver and hereby appoints the Mortgagee as its
true and lawful attorney-in-fact and agent for the Mortgagor and in its name,
place and stead, in any and all capacities, to execute and file to the extent it
may lawfully do so, one or more financing statements, chattel mortgages or
comparable security instruments reasonably required by the Mortgagee to evidence
or perfect the liens and security interests hereby granted and to perform each
and every act and thing requisite and necessary to be done to accomplish the
same.

       

      
        
           

        

        
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      Section
3.19              Additions to Encumbered
Property.  All
right, title and interest of the Mortgagor in and to all extensions,
improvements, betterments, renewals, substitutes and replacements of, and all
additions and appurtenances to, the Encumbered Property hereafter acquired by or
released to the Mortgagor or constructed, assembled or placed by the Mortgagor
upon the Premises or the Improvements, and all conversions of the security
constituted thereby, immediately upon such acquisition, release, construction,
assembling, placement or conversion, as the case may be, and in each such case
without any further mortgage, conveyance, assignment or other act by the
Mortgagor, shall become subject to the liens and security interests of this
Mortgage as fully and completely and with the same effect as though now owned by
the Mortgagor and specifically described in the grant of the Encumbered Property
above, but at any and all times the Mortgagor will execute and deliver to the
Mortgagee any and all such further assurances, mortgages, conveyances or
assignments thereof as the Mortgagee may reasonably require for the purpose of
expressly and specifically subjecting the same to the liens and security
interests of this Mortgage.

       

      Section
3.20               No Claims Against the
Mortgagee.  Nothing
contained in this Mortgage shall constitute any consent or request by the
Mortgagee, express or implied, for the performance of any labor or services or
the furnishing of any materials or other property in respect of the Encumbered
Property or any part thereof, nor as giving the Mortgagor any right, power or
authority to contract for or permit the performance of any labor or services or
the furnishing of any materials or other property in such fashion as would
permit the making of any claim against the Mortgagee in respect
thereof.

       

      Section
3.21                Intentionally
Omitted.

       

      Section
3.22                Maintenance of Encumbered
Property.  The
Mortgagor shall cause the Encumbered Property to be maintained in a good and
safe condition and repair.  The Improvements and the Personal Property
shall not be removed, demolished or materially altered (except for normal
replacement of the Personal Property) without the consent of the Mortgagee,
which consent shall not be unreasonably withheld if such proposed removal,
demolition or alteration is conducted in the ordinary course of business and
does not detract from the economic value of the Encumbered
Property.  The Mortgagor shall promptly comply with all laws, orders
and ordinances affecting the Encumbered Property, or the use
thereof.  The Mortgagor shall promptly repair, replace or rebuild any
part of the Encumbered Property that becomes damaged or worn.

       

      
        
           

        

        
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      ARTICLE
IV

      DEFAULTS
AND REMEDIES

       

      Section
4.01                 Events of
Default.  It
shall be an Event of Default under this Mortgage if any Event of Default (as
defined in the Credit Agreement) shall exist under the Credit
Agreement.

       

      Section
4.02                 Demand for
Payment.  Upon
the occurrence of any Event of Default, in addition to any other rights and
remedies the Mortgagee may have pursuant to the Collateral Documents, or as
provided at law or in equity, and without limitation, the Finance Obligations
and all other amounts payable with respect to the Loans, the Letters of Credit,
the Credit Agreement, this Mortgage and the other Credit Documents shall become
due and payable as provided in the Credit Agreement.  The Mortgagor
shall pay to the Mortgagee upon demand all such amounts and such further amounts
as shall be reasonably incurred (without regard to statutory presumption) to
cover the costs and expenses of collection, including reasonable attorneys’
fees, disbursements and expenses incurred by the Mortgagee.  The
Mortgagor hereby waives notice of presentment, demand, protest, acceleration and
notice of acceleration.  In case the Mortgagor shall fail forthwith to
pay such amounts or any amounts due under the Credit Agreement, or any provision
of this Mortgage upon the Mortgagee’s demand, the Mortgagee, in addition to any
other rights or remedies provided herein or at law or equity, shall be entitled
and empowered to institute an action or proceedings at law or in equity as
advised by counsel for the collection of the sums so due and unpaid, to
prosecute any such action or proceedings to judgment or final decree, to enforce
any such judgment or final decree against the Mortgagor and to collect, in any
manner provided by law, all moneys adjudged or decreed to be
payable.

       

      Section
4.03                  Rights to Take Possession,
Operate and Apply Revenues.  (a)  If
an Event of Default shall occur and be continuing, the Mortgagor shall, upon
demand of the Mortgagee, forthwith surrender to the Mortgagee actual possession
of the Encumbered Property and, if and to the extent permitted by applicable
law, the Mortgagee itself, or by such officers or agents as it may appoint, may
then enter and take possession of all the Encumbered Property with or without
the appointment of a receiver or an application therefor, exclude the Mortgagor
and its agents and employees wholly therefrom, and have access to the books,
papers and accounts of the Mortgagor.

       

      (b)           If
the Mortgagor shall for any reason fail to surrender or deliver the Encumbered
Property or any part thereof after such demand by the Mortgagee, the Mortgagee
may obtain a judgment or decree conferring upon the Mortgagee the right to
immediate possession or requiring the Mortgagor to deliver immediate possession
of the Encumbered Property to the Mortgagee, to the entry of which judgment or
decree the Mortgagor hereby specifically consents.  The Mortgagor will
pay to the Mortgagee, upon demand, all reasonable expenses of obtaining such
judgment or decree, including compensation to the Mortgagee’s attorneys (for
reasonable fees actually incurred (not as imposed by statute)) and agents with
interest thereon at the Default Interest Rate; and all such expenses and
compensation shall, until paid, be secured by this Mortgage.

       

      
        
           

        

        
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      (c)           If
an Event of Default shall occur and be continuing, the Mortgagee may hold,
store, use, operate, manage and control the Encumbered Property, conduct the
business thereof and, from time to time, (i) make all necessary, proper and
reasonable maintenance, repairs, renewals, replacements, additions, betterments
and improvements thereto and thereon, (ii) purchase or otherwise acquire
additional fixtures, personality and other property, (iii) insure or keep
the Encumbered Property insured, (iv) manage and operate the Encumbered
Property and exercise all the rights and powers of the Mortgagor to the same
extent as the Mortgagor could in its own name or otherwise with respect to the
same or (v) enter into any and all agreements with respect to the exercise
by others of any of the powers herein granted to the Mortgagee, all as may from
time to time be directed or determined by the Mortgagee to be in its best
interest and the Mortgagor hereby appoints the Mortgagee as its true and lawful
attorney-in-fact and agent, for the Mortgagor and in its name, place and stead,
in any and all capacities, to perform any of the foregoing
acts.  Regardless of whether or not the Mortgagee has entered or taken
possession, the Mortgagee may collect and receive all the Rents, issues, profits
and revenues from the Encumbered Property, including those past due as well as
those accruing thereafter, and, after deducting (i) all expenses of taking,
holding, managing and operating the Encumbered Property (including compensation
for the services of all persons employed for such purposes), (ii) the costs
of all such maintenance, repairs, renewals, replacements, additions,
betterments, improvements, purchases and acquisitions, (iii) the costs of
insurance, (iv) such taxes, assessments and other similar charges as the
Mortgagee may at its option pay, (v) other proper charges upon the
Encumbered Property or any part thereof and (vi) the compensation, expenses
and disbursements of the attorneys and agents of the Mortgagee, the Mortgagee
shall apply the remainder of the moneys and proceeds so received first to the
payment of the Mortgagee for the payment in full and satisfaction of the Finance
Obligations, and second, if there is any surplus, to the Mortgagor, subject to
the entitlement of others thereto under applicable law.

       

      (d)           Whenever,
before any sale of the Encumbered Property under Section 4.06
hereof, all Finance Obligations that are then due shall have been paid and all
Events of Default fully cured, the Mortgagee will surrender possession of the
Encumbered Property back to the Mortgagor, its successors or
assigns.  The same right of taking possession shall, however, arise
again if any subsequent Event of Default shall occur and be
continuing.

       

      Section
4.04         Right to Cure the
Mortgagor’s Failure to Perform.  Prior
to the occurrence of an Event of Default and upon thirty (30) business days’
notice to the Mortgagor (except in the case of an emergency), or after the
occurrence of an Event of Default, at any time and without notice, should the
Mortgagor fail in the payment, performance or observance of any term, covenant
or condition required by this Mortgage, the Credit Agreement (with respect to
the Encumbered Property), or any other Loan Document (with respect to the
Encumbered Property), the Mortgagee may pay, perform or observe the same, and
all payments made or costs or expenses incurred by the Mortgagee in connection
therewith shall be secured hereby and shall be, without demand, immediately
repaid by the Mortgagor to the Mortgagee with interest thereon at the Default
Interest Rate.  The Mortgagee shall make the determination as to the
necessity for any such actions and of the amounts to be paid.  Subject
to the notice provisions of the first sentence of this Section 4.04,
the Mortgagee is hereby empowered to enter and to authorize others to enter upon
the Premises or the Improvements or any part thereof for the purpose of
performing or observing any such defaulted term, covenant or condition without
having any obligation to so perform or observe and without thereby becoming
liable to the Mortgagor, to any person in possession holding under the Mortgagor
or to any other person.

       

      
        
           

        

        
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      Section
4.05          Right to a
Receiver.  If
an Event of Default shall occur and be continuing, the Mortgagee, upon
application to a court of competent jurisdiction, shall be entitled as a matter
of right to the appointment of a receiver to take possession of and to operate
the Encumbered Property and to collect and apply the Rents.  The
Mortgagor hereby consents to such appointment and acknowledges and agrees that
the Mortgagee shall be entitled to such appointment without notice and without
regard for the adequacy of security for the Finance Obligations or the solvency
of the Mortgagor or any party liable for the Finance Obligations.  The
receiver shall have all of the rights and powers permitted under the laws of the
state wherein the Encumbered Property is located.  The Mortgagor will
pay to the Mortgagee upon demand all expenses, including receiver’s fees,
attorneys’ fees and disbursements that are actually incurred (not as imposed by
statute), costs and agent’s compensation incurred pursuant to the provisions of
this Section 4.05;
and all such expenses shall be secured by this Mortgage and shall be, without
demand, immediately repaid by the Mortgagor to the Mortgagee with interest
thereon at the Default Interest Rate.

       

      Section
4.06           Foreclosure and
Sale.  (a)  If
an Event of Default shall occur and be continuing, the Mortgagee may elect to
sell the Encumbered Property or any part of the Encumbered Property by exercise
of the power of foreclosure or of sale granted to the Mortgagee by applicable
law, this Mortgage or any other Collateral Document.  In such case,
the Mortgagee may commence a civil action to foreclose this Mortgage, in
accordance with applicable law, to satisfy any Secured
Obligation.  The Mortgagee or an officer appointed by a judgment of
foreclosure to sell the Encumbered Property, may sell all or such parts of the
Encumbered Property as may be chosen by the Mortgagee at the time and place of
sale fixed by it in a notice of sale, either as a whole or in separate lots,
parcels or items as the Mortgagee shall deem expedient, and in such order as it
may determine, at public auction to the highest bidder.  The Mortgagee
or an officer appointed by a judgment of foreclosure to sell the Encumbered
Property may postpone any foreclosure or other sale of all or any portion of the
Encumbered Property by public announcement at such time and place of sale, and
from time to time as permitted by applicable law thereafter may postpone such
sale by public announcement or subsequently noticed sale.  Except as
otherwise required by applicable law, without further notice, the Mortgagee or
an officer appointed to sell the Encumbered Property may make such sale at the
time fixed by the last postponement, or may, in its discretion, give a new
notice of sale.  Any person, including the Mortgagor or the Mortgagee
or any designee or affiliate thereof, may purchase any portion of the Encumbered
Property at such sale.  If the Mortgagee, or any affiliate of the
Mortgagee, is the highest bidder at any foreclosure sale, the Mortgagee may
credit the Finance Obligations for the amount of the Mortgagee’s bid in lieu of
a cash payment.  Mortgagor authorizes and empowers the Mortgagee to
execute and deliver to the purchaser or purchasers at any such foreclosure sale,
good and sufficient deed(s) and/or bill(s) of sale of the Encumbered Property,
or the part thereof foreclosed upon, all with covenants of general warranty
binding on Mortgagor and Mortgagor’s successors and assigns.

       

      (b)           The
Encumbered Property may be sold subject to unpaid taxes and the Permitted
Encumbrances, and after deducting all the costs, fees and expenses of the
Mortgagee, including, without limitation, costs of evidence of title in
connection with the sale, the Mortgagee or an officer that makes any sale shall
apply the proceeds of sale in the manner set forth in Section 4.08
hereof.

       

      
        
           

        

        
          22

          
            

          

        

        
           

        

      

      (c)           Any
foreclosure or other sale of less than the whole of the Encumbered Property or
any defective or irregular sale made hereunder shall not exhaust the power of
foreclosure or of sale provided for herein; and subsequent sales may be made
hereunder until the Finance Obligations have been satisfied, or the entirety of
the Encumbered Property has been sold.

       

      (d)           If
an Event of Default shall occur and be continuing, the Mortgagee may instead of,
or in addition to, exercising the rights described in Section 4.06(a)
above and either with or without entry or taking possession as herein permitted,
proceed by a suit or suits in law or in equity or by any other appropriate
proceeding or remedy (i) to specifically enforce payment of some or all of
the terms of the Credit Documents or the performance of any term, covenant,
condition or agreement of this Mortgage or any other right or (ii) to
pursue any other remedy available to it, at law or in equity, all as the
Mortgagee shall determine most effectual for such purposes.

       

      Section
4.07            Other
Remedies.  (a)  In
case an Event of Default shall occur and be continuing, the Mortgagee may also
exercise, to the extent not prohibited by applicable law, any or all of the
remedies available to a secured party under the UCC, including, to the extent
not prohibited by applicable law, the following:

       

      (i)           in
the case of personal property, exercise those rights and remedies under
Article V of the Security Agreement;

       

      (ii)           to
make such payments and do such acts as the Mortgagee may deem necessary to
protect its security interest in the Personal Property including paying,
purchasing, contesting or compromising any encumbrance, charge or lien that is
prior or superior to the security interest granted hereunder, and, in exercising
any such powers or authority, paying all expenses incurred in connection
therewith; or

       

      (iii)           to
enter upon any or all of the Premises or Improvements to exercise the
Mortgagee’s rights hereunder.

       

      (b)           In
connection with a sale of the Encumbered Property and the application of the
proceeds of sale as provided in Section 4.08 of
this Mortgage, the Mortgagee shall be entitled to enforce payment of and to
receive up to the principal amount of the Finance Obligations, plus all other
charges, payments and costs due under this Mortgage, and to recover a deficiency
judgment for any portion of the aggregate principal amount of the Finance
Obligations remaining unpaid, with interest.

       

      Section
4.08              Application of Sale of
Proceeds and Rents.  (a)  After
any foreclosure sale of all or any of the Encumbered Property, the Mortgagee
shall receive the proceeds of sale, no purchaser shall be required to see to the
application of the proceeds, and the Mortgagee shall apply the proceeds of the
sale together with any Rents that may have been collected and any other sums
that then may be held by the Mortgagee under this Mortgage as
follows:

       

      FIRST, to
the payment of the costs and expenses of such sale, including, without
limitation, reasonable compensation to the Mortgagee, the Mortgagee’s attorneys
and agents, and of any judicial proceedings wherein the same may be made, and of
all expenses, liabilities and advances made or incurred by the Mortgagee under
this Mortgage, together with interest at the Default Interest Rate on all
advances made by the Mortgagee, including all taxes or assessments (except any
taxes, assessments or other charges subject to which the Encumbered Property
shall have been sold) and the cost of removing any encumbrance (except any
Permitted Encumbrance subject to which the Encumbered Property was
sold);

       

      
        
           

        

        
          23

          
            

          

        

        
           

        

      

      SECOND, to
the payment of that portion of the Obligations constituting fees, indemnities,
expenses and other amounts (including fees, charges and disbursements of counsel
to the Administrative Agent and amounts payable under the Credit Agreement)
payable to the Administrative Agent or the Mortgagee in their respective
capacities as such;

       

      THIRD, to
payment of that portion of the Obligations constituting fees, indemnities and
other amounts (other than principal, interest and Letter of Credit Fees) payable
to the Lenders and the Issuing Lender (including fees, charges and disbursements
of counsel to the respective Lenders and the Issuing Lender (including fees and
time charges for attorneys who may be employees of any Lender or the Issuing
Lender) under the Credit Documents, ratably among them in proportion to the
respective amounts described in this clause Third payable
to them;

       

      FOURTH, to
payment of that portion of the Obligations constituting accrued and unpaid
Letter of Credit fees and interest on the Loans, Revolving L/C Obligations and
other Obligations, ratably among the Lenders and the Issuing Lender in
proportion to the respective amounts described in this clause Fourth payable
to them;

       

      FIFTH, to
payment of that portion of the Finance Obligations constituting unpaid principal
of the Loans, Revolving L/C Obligations and amounts owing under Swap Contracts
and Cash Management Agreements, ratably among the Lenders, the Issuing Lender,
the Hedge Banks and the Cash Management Banks in proportion to the respective
amounts described in this clause FIFTH held by
them;

       

      SIXTH, to
the Administrative Agent for the account of the Issuing Lender, to Cash
Collateralize the aggregate undrawn amount of Letters of Credit;
and

       

      LAST, the
balance, if any, remaining after Discharge of Finance Obligations, to the
Mortgagor as otherwise required by law.

       

      (b)           For
purposes of applying payments received in accordance with this Section 4.08,
the Mortgagee shall be entitled to rely upon (i) the Administrative Agent
under the Credit Agreement and (ii) any Representative for a determination
(which the Administrative Agent, each Representative and the Secured Parties
agree (or shall agree) to provide upon request of the Mortgagee) of the
outstanding Obligations, Cash Management Obligations or Swap Obligations owed to
the Lenders or the Hedge Banks or the Cash Management Banks, as the case may be,
and shall have no liability to any Credit Party or any Secured Party for actions
taken in reliance on such information except in the case of its gross negligence
or willful misconduct.  Unless it has actual knowledge (including by
way of written notice from a Lender or a Hedge Bank or a Cash Management Bank)
to the contrary, each of the Administrative Agent and each Representative, in
furnishing information pursuant to the preceding sentence, and the Mortgagee, in
acting hereunder, shall be entitled to assume that no Secondary Obligations are
outstanding.  Unless it has actual knowledge (including by way of
written notice from a Hedge Bank or a Cash Management Bank) to the contrary, the
Mortgagee, in acting hereunder, shall be entitled to assume that no Cash
Management Agreements or Swap Contracts are in existence.  All
distributions made by the Mortgagee pursuant to this Section shall be final
(except in the event of manifest error), and the Mortgagee shall have no duty to
inquire as to the application by the Secured Parties of any amounts distributed
to them.

       

      
        
           

        

        
          24

          
            

          

        

        
           

        

      

      (c)           It
is understood that nothing contained in this Mortgage shall exculpate the
Mortgagor as to, or otherwise limit the liability of the Mortgagor for, any
deficiency between the amount of the proceeds of the Encumbered Property and the
amount of the Finance Obligations, unless otherwise expressly provided in this
Mortgage or any of the other Credit Documents.

       

      (d)           Except
as required by applicable law, or any other Credit Documents, the Mortgagee
shall have absolute discretion as to the time of application of any such
proceeds, moneys or balances in accordance with this Mortgage.  Upon
any sale of the Encumbered Property by the Mortgagee (including pursuant to a
power of sale granted by statute or under a judicial proceeding), the receipt of
the Mortgagee or of the officer making the sale shall be a sufficient discharge
to the purchaser or purchasers of the Encumbered Property so sold and such
purchaser or purchasers shall not be obligated to see to the application of any
part of the purchase money paid over to the Mortgagee or such officer or be
answerable in any way for the misapplication thereof.

       

      Section
4.09        The Mortgagor as Tenant
Holding Over.  If
the Mortgagor remains in possession of any of the Encumbered Property after any
foreclosure sale by the Mortgagee, at the Mortgagee’s election the Mortgagor
shall be deemed a tenant holding over and shall forthwith surrender possession
to the purchaser or purchasers at such sale or be summarily dispossessed or
evicted according to provisions of law applicable to tenants holding
over.

       

      Section
4.10         Waiver of Appraisement,
Valuation, Stay, Extension and Redemption Laws.  (a)  The
Mortgagor will not object to any sale of the Encumbered Property pursuant
hereto, and for itself and all who may claim under it, the Mortgagor waives, to
the extent that it lawfully may, all right to have the Encumbered Property
marshaled or to have the Encumbered Property sold as separate estates, parcels,
tracts or units in the event of any foreclosure of this Mortgage.

       

      (b)           To
the full extent permitted by the law of the state wherein the Encumbered
Property is located or other applicable law, neither the Mortgagor nor anyone
claiming through or under it shall or will set up, claim or seek to take
advantage of any appraisement, valuation, stay, extension, homestead-exemption
or redemption laws now or hereafter in force in order to prevent or hinder the
enforcement or foreclosure of this Mortgage, the absolute sale of the Encumbered
Property or the final and absolute putting of the purchasers into possession
thereof immediately after any sale; and the Mortgagor, for itself and all who
may at any time claim through or under it, hereby waives to the full extent that
it may lawfully do so, the benefit of all such laws and any and all right to
have the assets covered by the security interest created hereby marshaled upon
any foreclosure of this Mortgage.

       

      
        
           

        

        
          25

          
            

          

        

        
           

        

      

      Section
4.11          Discontinuance of
Proceedings.  In
case the Mortgagee shall proceed to enforce any right, power or remedy under
this Mortgage by foreclosure, entry or otherwise, and such proceedings shall be
discontinued or abandoned for any reason, or shall be determined adversely to
the Mortgagee, then and in every such case the Mortgagor and the Mortgagee shall
be restored to their former positions and rights hereunder, and all rights,
powers and remedies of the Mortgagee shall continue as if no such proceeding had
been taken.

       

      Section
4.12           Suits to Protect the
Encumbered Property.  The
Mortgagee shall have power (i) to institute and maintain suits and
proceedings to prevent any impairment of the Encumbered Property by any acts
which may be unlawful or in violation of this Mortgage, (ii) to preserve or
protect its interest in the Encumbered Property and in the Rents arising
therefrom and (iii) to restrain the enforcement of or compliance with any
legislation or other governmental enactment, rule or order that may be
unconstitutional or otherwise invalid if the enforcement of or compliance with
such enactment, rule or order would impair the security or be prejudicial to the
interest of the Mortgagee hereunder.

       

      Section
4.13            Filing Proofs of
Claim.  In
case of any receivership, insolvency, bankruptcy, reorganization, arrangement,
adjustment, composition or other proceedings affecting the Mortgagor, the
Mortgagee shall, to the extent permitted by applicable law, be entitled to file
such proofs of claim and other documents as may be necessary or advisable in
order to have the claims of the Mortgagee allowed in such proceedings for the
Finance Obligations secured by this Mortgage at the date of the institution of
such proceedings and for any interest accrued, late charges and additional
interest or other amounts due or that may become due and payable hereunder after
such date.

       

      Section
4.14             Possession by the
Mortgagee.  Notwithstanding
the appointment of any receiver, liquidator or trustee of the Mortgagor, any of
its property or the Encumbered Property, the Mortgagee shall be entitled, to the
extent not prohibited by applicable law, to remain in possession and control of
all parts of the Encumbered Property now or hereafter granted under this
Mortgage in accordance with the terms hereof and applicable law.

       

      Section
4.15              Waiver.  (a)  No
delay or failure by the Mortgagee to exercise any right, power or remedy
accruing upon any breach or Event of Default shall exhaust or impair any such
right, power or remedy or be construed to be a waiver of any such breach or
Event of Default or acquiescence therein; and every right, power and remedy
given by this Mortgage to the Mortgagee may be exercised from time to time and
as often as may be deemed expedient by the Mortgagee.  No consent or
waiver by the Mortgagee to or of any breach or default by the Mortgagor in the
performance of the Finance Obligations shall be deemed or construed to be a
consent or waiver to or of any other breach or Event of Default in the
performance of the same or any other Finance Obligations by the Mortgagor
hereunder.  No failure on the part of the Mortgagee to complain of any
act or failure to act or to declare an Event of Default, irrespective of how
long such failure continues, shall constitute a waiver by the Mortgagee of its
rights hereunder or impair any rights, powers or remedies consequent on any
future Event of Default by the Mortgagor.

       

      
        
           

        

        
          26

          
            

          

        

        
           

        

      

      (b)           Even
if the Mortgagee (i) grants some forbearance or an extension of time for
the payment of any sums secured hereby, (ii) takes other or additional
security for the payment of any sums secured hereby, (iii) waives or does
not exercise some right granted herein or under the Collateral Documents,
(iv) releases a part of the Encumbered Property from this Mortgage,
(v) agrees to change some of the terms, covenants, conditions or agreements
of any of the Collateral Documents, (vi) consents to the filing of a map,
plat or replat affecting the Premises, (vii) consents to the granting of an
easement or other right affecting the Premises or (viii) makes or consents
to an agreement subordinating the Mortgagee’s lien on the Encumbered Property
hereunder; no such act or omission shall preclude the Mortgagee from exercising
any other right, power or privilege herein granted or intended to be granted in
the event of any breach or Event of Default then made or of any subsequent
default; nor, except as otherwise expressly provided in an instrument executed
by the Mortgagee, shall this Mortgage be altered thereby.  In the
event of the sale or transfer by operation of law or otherwise of all or part of
the Encumbered Property, the Mortgagee is hereby authorized and empowered to
deal with any vendee or transferee with reference to the Encumbered Property
secured hereby, or with reference to any of the terms, covenants, conditions or
agreements hereof, as fully and to the same extent as it might deal with the
original parties hereto and without in any way releasing or discharging any
liabilities, obligations or undertakings.

       

      Section
4.16             Remedies
Cumulative.  No
right, power or remedy conferred upon or reserved to the Mortgagee by this
Mortgage is intended to be exclusive of any other right, power or remedy, and
each and every such right, power and remedy shall be cumulative and concurrent
and in addition to any other right, power and remedy given hereunder or now or
hereafter existing at law or in equity or by statute.

       

      ARTICLE
V

      MISCELLANEOUS

       

      Section
5.01              Partial
Invalidity.  If
any provision hereof is invalid or unenforceable in any jurisdiction or under
any circumstances, the other provisions hereof shall remain in full force and
effect in such jurisdiction and the remaining provisions hereof will be
liberally construed in favor of the Mortgagee in order to carry out the
provisions hereof.  The invalidity of any provision of this Mortgage
in any jurisdiction or under any circumstances will not affect the validity or
enforceability of any such provision in any other jurisdiction or under any
other circumstances.  If any lien, encumbrance or security interest
evidenced or created by this Mortgage is invalid or unenforceable, in whole or
in part, as to any part of the Finance Obligations, or is invalid or
unenforceable, in whole or in part, as to any part of the Encumbered Property,
such portion, if any, of the Finance Obligations as is not secured by all of the
Encumbered Property hereunder shall be paid prior to the payment of the portion
of the Finance Obligations and shall, unless prohibited by applicable laws or
unless Mortgagee, in its sole and absolute discretion, otherwise elects, be
deemed to have been first paid on and applied to payment in full of the
unsecured or partially secured portion of the Finance Obligations, and the
remainder to the secured portion of the Finance Obligations.

       

      Section
5.02               Notices.  Unless
otherwise specified herein, all notices, demands, requests and other
communications to any party hereunder shall be in writing (including facsimile
transmission or similar writing) and shall be given to such party (i) at
its address set forth below or (ii) such other facsimile number or address,
as the party entitled to such notice shall have specified by at least ten days’
prior notice given to the other parties in the manner provided
herein.

       

      
        
           

        

        
          27

          
            

          

        

        
           

        

      

      
        	
                 
      

              	
                (a)

              	
                To
      the Mortgagee:

              


      

       

      
        	
                 
      

              	
                JPMorgan
      Chase Bank, N.A.

              


      

      
        	
                 
      

              	
                1111
      Fannin Street, 10th Floor

              


      

      
        	
                 
      

              	
                Houston,
      TX  77002

              


      

      
        	
                 
      

              	
                Attn:  Denise
      Ramon, Loan & Agency Services

              


      

      
        	
                 
      

              	
                Fax:  713-750-2938

              


      

      
        	
                 
      

              	
                Tel:  713-750-7906

              


      

       

      
        	
                 
      

              	
                and

              


      

       

      
        	
                 
      

              	
                JPMorgan
      Chase Bank, N.A.

              


      

      
        	
                 
      

              	
                270
      Park Avenue

              


      

      
        	
                 
      

              	
                New
      York, NY  10017

              


      

      
        	
                 
      

              	
                Attn:  Matthew
      Massie, Credit Risk Management

              


      

      
        	
                 
      

              	
                Fax:  212-270-5100

              


      

      
        	
                 
      

              	
                Tel:  212-270-5432

              


      

       

      
        	
                 
      

              	
                with
      a copy to:

              


      

       

      
        	
                 
      

              	
                Fried,
      Frank, Harris, Shriver & Jacobson
LLP

              


      

      
        	
                 
      

              	
                One
      New York Plaza

              


      

      
        	
                 
      

              	
                New
      York, NY 10004-1980

              


      

      
        	
                 
      

              	
                Attn:  Brian
      D. Murphy, Esq.

              


      

      
        	
                 
      

              	
                E-Mail:  brian.murphy@friedfrank.com

              


      

      
        	
                 
      

              	
                Telecopy:  212-859-4000

              


      

       

      
        	
                 
      

              	
                (b)

              	
                To
      the Mortgagor:

              


      

       

      
        	
                 
      

              	
                [MORTGAGOR
      NOTICE ADDRESS]

              


      

       

      
        	
                 
      

              	
                Attn:  ___________________________

              


      

       

      
        	
                 
      

              	
                with
      a copy to:

              


      

       

      
        	
                 
      

              	
                [MORTGAGOR
      COPY NOTICE ADDRESS]

              


      

      
        	
                 
      

              	
                Facsimile
      No.:

              


      

      
        	
                 
      

              	
                Attn:

              


      

       

      Each such
notice, demand, request and other communication shall be effective (i) if
given by facsimile transmission, when transmitted to the facsimile number
specified in this Section and confirmation of receipt is received, (ii) if
given by mail, 48 hours after such communication is deposited, certified mail,
return receipt requested, in the mails with appropriate first class postage
prepaid, addressed as aforesaid or (iii) if given by other means, when
delivered at the address specified in this Section 5.02
deemed to have been given upon the earlier of (i) delivery at the
appropriate address specified above, whether in person, by express courier or by
mail, or (ii) two days after the postmark date of
mailing.  Rejection or other refusal to accept shall not invalidate
the effectiveness of any notice, demand, request or other
communication.

       

      
        
           

        

        
          28

          
            

          

        

        
           

        

      

      Section
5.03             Successors and
Assigns.  The
Mortgagee shall have the right to assign or transfer its rights under this
Mortgage without limitation.  Any assignee or transferee shall be
entitled to all the benefits afforded the Mortgagee under this
Mortgage.

       

      Section
5.04             Mortgagee.  (a)  The
provisions of the Credit Agreement shall inure to the benefit of the Mortgagee
in respect of this Mortgage and shall be binding upon the parties to the Credit
Agreement and upon the parties hereto in such respect.  In furtherance
and not in derogation of the rights, privileges and immunities of the Mortgagee
therein set forth:

       

      (i)           The
Mortgagee is authorized to take all such action as is provided to be taken by it
as Mortgagee hereunder and all other action reasonably incidental
thereto.  As to any matters not expressly provided for herein
(including, without limitation, the timing and methods of realization upon the
Encumbered Property) the Mortgagee shall act or refrain from acting in
accordance with written instructions from the Required Lenders or, in the
absence of such instructions, in accordance with its discretion.

       

      (ii)           The
Mortgagee shall not be responsible for the existence, genuineness or value of
any of the Encumbered Property or for the validity, perfection, priority or
enforceability of the Security Interests in any of the Encumbered Property,
whether impaired by operation of law or by reason of any action or omission to
act on its part hereunder unless such action or omission constitutes gross
negligence or willful misconduct.  The Mortgagee shall have no duty to
ascertain or inquire as to the performance or observance of any of the terms of
this Mortgage by the Mortgagor or any other Credit Party.

       

      (b)           At
any time or times, in order to comply with any legal requirement in any
jurisdiction, the Mortgagee may appoint another bank or trust company or one or
more other persons, either to act as co-agent or co-agents, jointly with the
Mortgagee, or to act as separate agent or agents on behalf of the Secured
Parties with such power and authority as may be necessary for the effectual
operation of the provisions hereof and may be specified in the instrument of
appointment (which may, in the discretion of the Mortgagee, include provisions
for the protection of such co-agent or separate agent similar to the provisions
of Section 5.04(a).  Notwithstanding
any such appointment but only to the extent not inconsistent with such legal
requirements or, in the reasonable judgment of the Mortgagee, not unduly
burdensome to it or any such co-agent, the Mortgagor shall, so long as no Event
of Default shall have occurred and be continuing, be entitled to deal solely and
directly with the Mortgagee rather than any such co-agent in connection with the
Mortgagee’s rights and obligations under this Agreement.

       

      
        
           

        

        
          29

          
            

          

        

        
           

        

      

      (c)           If
the Mortgagor fails to comply with the provisions of this Mortgage, such that
the value of any Encumbered Property or the validity, perfection, rank or value
of any security interest or lien therein is thereby diminished or potentially
diminished or put at risk, the Mortgagee may, but shall not be required to,
effect such compliance on behalf of the Mortgagor, and the Mortgagor shall
reimburse the Mortgagee for the costs hereof on demand.  All insurance
expenses and all expenses of protecting, preserving, appraising, insuring, and
maintaining the Premises and other Encumbered Property, expenses of conducting
any additional title examinations requested by the Mortgagee, any and all
excise, property, sales and use taxes imposed by any state, federal or local
authority on any of the Encumbered Property, or in respect of periodic
appraisals and inspections of the Encumbered Property to the extent the same may
be requested by the Mortgagee from time to time, or in respect of the sale or
other disposition thereof shall be borne and paid by the
Mortgagor.  If the Mortgagor fails to promptly pay any portion thereof
when due, the Mortgagee may, at its option, but shall not be required to, pay
the same and charge the Mortgagor’s account therefor, and the Mortgagor agrees
to reimburse the Mortgagee therefor on demand.  All sums so paid or
incurred by the Mortgagee for any of the foregoing and any and all other sums
for which the Mortgagor may become liable hereunder and all costs and expenses
(including attorneys’ fees, legal expenses and court costs) reasonably incurred
by the Mortgagee in enforcing or protecting the security interests and liens
granted hereunder or any of its rights or remedies under this Mortgage, shall,
together with interest thereon until paid at the rate applicable to the Base
Rate plus [2%], be additional Finance Obligations hereunder.

       

      (d)           The
Mortgagor shall indemnify and save harmless the Mortgagee and its directors,
officers, trustees, agents and employees (each an “Indemnitee”) from and
against any and all liabilities, obligations, losses, damages, penalties,
claims, demands, actions, suits, judgments, fines, costs and expenses of any
land, including, without limitation, reasonable attorneys’ fees and
disbursements of counsel, (i) arising from the breach by the Mortgagor of
any of its obligations under this Mortgage or (ii) arising from the
exercise and performance by the Mortgagee of its powers and duties under this
Mortgage; provided, however, no
Indemnitee shall have the right to be indemnified hereunder for such,
Indemnitees’ own gross negligence or willful misconduct as determined by a court
of competent jurisdiction.  If any action, suit or proceeding is
brought against the Mortgagee for which the Mortgagor is required to provide
indemnification under this Section 5.04(d),
the Mortgagor, upon request and at its expense, shall defend such action, suit
or proceeding, or cause the same to be defended by counsel designated by the
Mortgagor and approved by the Mortgagee.  Such approval shall not be
withheld unreasonably and shall not be required in the case of defense by
counsel designated by any insurance company undertaking such defense pursuant to
any applicable policy of insurance.

       

      (e)           Any
amounts paid by any Indemnitee as to which such Indemnitee has the right to
reimbursement shall constitute Finance Obligations.  The indemnity
obligations of the Mortgagor contained in this Section 5.04
shall continue in full force and effect notwithstanding the full payment of all
Notes issued under the Credit Agreement and all of the other Finance Obligations
and notwithstanding the acquisition by the Mortgagee of the Encumbered Property
or any portion thereof at foreclosure or by deed in lieu of
foreclosure.

       

      Section
5.05         Satisfaction and
Cancellation.  (a)  The
conveyance to the Mortgagee of the Encumbered Property as security and for the
benefit of the Mortgagee created and consummated by this Mortgage shall be null
and void when all the Finance Obligations (other than contingent liabilities
that, by their nature, may accrue after principal and interest on the Loans have
been repaid in full and after all Commitments terminate) have been indefeasibly
paid in full in cash in accordance with the terms of the Credit Documents, the
Commitments have been terminated, all L/C Disbursements have expired or been
terminated and all have been reimbursed in full.

       

      
        
           

        

        
          30

          
            

          

        

        
           

        

      

      (b)           In
connection with any termination or release pursuant to paragraph (a) to
the extent applicable, this Mortgage shall be marked “satisfied” by the
Mortgagee, and this Mortgage may be cancelled of record at the request and at
the expense of the Mortgagor.  The Mortgagee shall execute any
documents reasonably requested by the Mortgagor to accomplish the foregoing or
to accomplish any release contemplated by this Section 5.05,
and the Mortgagor will pay all costs and expenses, including reasonable
attorneys’ fees and disbursements actually incurred (not as imposed by statute)
by the Mortgagee in connection with the preparation and execution of such
documents.

       

      Section
5.06          Other Credit
Documents.  [The
Mortgagor acknowledges that in addition to this Mortgage, other Credit Documents
secure the Obligations].  The Mortgagor agrees that the lien of this
Mortgage shall be absolute and unconditional (subject to the Permitted
Encumbrances) and shall not in any manner be affected or impaired by any acts or
omissions whatsoever of the Mortgagee and, without limiting the generality of
the foregoing, the lien hereof shall not be impaired by any acceptance by the
Mortgagee of any security for or guarantees of any of the Finance Obligations
hereby secured, or by any failure, neglect or omission on the part of the
Mortgagee to realize upon or protect any Obligation hereby secured or any
collateral security therefor including the other Credit
Documents.  The lien hereof shall not in any manner be impaired or
affected by any release (except as to the property released), sale, pledge,
surrender, compromise, settlement, renewal, extension, indulgence, alteration,
changing, modification or disposition of any of the Finance Obligations or of
any of the collateral security therefor, including the other Credit Documents or
of any guarantee thereof, and the Mortgagee may at its discretion foreclose,
exercise any power of sale, or exercise any other remedy available to it under
any or all of the other Credit Documents without first exercising or enforcing
any of its rights and remedies hereunder.  Such exercise of the
Mortgagee’s rights and remedies under any or all of the other Credit Documents
shall not in any manner impair the Finance Obligations or the lien of this
Mortgage and any exercise of the rights or remedies of the Mortgagee hereunder
shall not impair the lien of any of the other Credit Documents or any of the
Mortgagee’s rights and remedies thereunder.  The undersigned
specifically consents and agrees that the Mortgagee may exercise its rights and
remedies hereunder and under the other Credit Documents separately or
concurrently and in any order that it may deem appropriate, and the undersigned
waives any rights of subrogation.  In the event of a conflict between
the terms and provisions of this Mortgage and the Credit Agreement, both
documents shall be read together and construed, to the fullest extent possible,
to be in concert with each other.  In the event of a conflict that
cannot be so resolved, the terms and provisions of the Credit Agreement shall
control and govern.

       

      Section
5.07           Subrogation.  This
Mortgage is made with full substitution and subrogation of Mortgagee in and to
all covenants and warranties by others heretofore given or made in respect of
the Encumbered Property or any part thereof.  To the extent that
proceeds of the Finance Obligations are used to pay any outstanding lien, charge
or prior encumbrance against the Encumbered Property, such proceeds have been or
will be advanced by Mortgagee at Mortgagor’s request, and Mortgagee shall be
subrogated to any and all rights and liens held by any owner or holder of such
outstanding liens, charges and prior encumbrances, irrespective of whether those
liens, charges or encumbrances are released.

       

      
        
           

        

        
          31

          
            

          

        

        
           

        

      

      Section
5.08            Mortgagee
Powers.  Without
affecting the liability of any other Person liable for the payment of any
obligations herein mentioned and without affecting the lien or charge of this
Mortgage upon any portion of the Encumbered Property not then or theretofore
released as security for the full amount of all unpaid Finance Obligations, from
time to time, regardless of consideration and without notice to or consent by
the holder of any subordinate lien, encumbrance, right, title or interest in or
to the Encumbered Property, the Mortgagee or any of the Lenders may
(i) release any persons liable for or on any Finance Obligation,
(ii) extend the maturity or alter any of the terms of any Finance
Obligation, (iii) modify the interest rate payable on the principal balance
of the Finance Obligations, (iv) grant other indulgences, (v) release
or reconvey, or cause to be released or reconveyed at any time at the
Mortgagee’s option any parcel, portion or all of the Encumbered Property,
(vi) take or release any other or additional security for any obligations
herein mentioned or (vii) make compositions or other arrangements with
debtors in relation thereto.

       

      Section
5.09             Enforceability of
Mortgage.  This
Mortgage is deemed to be and may be enforced from time to time as an assignment,
chattel mortgage, contract, mortgage, deed to secure debt, deed of trust,
financing statement, real estate mortgage or security agreement, and from time
to time as any one or more thereof, as is appropriate under applicable
laws.  A photographic or other reproduction of this Mortgage or any
financing statement in connection herewith shall be sufficient as a financing
statement for any and all purposes.

       

      Section
5.10              Amendments.  No
amendment, modification or waiver of any provision of this Mortgage and no
consent to any departure by the Mortgagor therefrom shall in any event be
effective unless the same shall be in writing and shall be executed and
delivered in accordance with the Credit Agreement, and then such amendment,
modification, waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given.

       

      Section
5.11              Applicable
Law.  THIS
MORTGAGE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS
OF THE STATE WHERE THE LAND IS LOCATED.

       

      Section
5.12              Waiver of Jury
Trial.  THE MORTGAGOR HEREBY
AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND
FOREVER WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH
RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THE NOTES, THIS MORTGAGE, OR
THE OTHER CREDIT DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING
IN CONNECTION THEREWITH.  THIS WAIVER OF RIGHT TO TRIAL BY JURY IS
GIVEN KNOWINGLY AND VOLUNTARILY BY THE MORTGAGOR, AND IS INTENDED TO ENCOMPASS
INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY
JURY WOULD OTHERWISE ACCRUE.  THE MORTGAGEE IS HEREBY AUTHORIZED TO
FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS
WAIVER BY THE MORTGAGOR.

       

      
        
           

        

        
          32

          
            

          

        

        
           

        

      

      Local Law
Provisions.

       

      [Remainder
of page intentionally left blank.  Signature page
follows.]

       

      


       

       

       

      
 

      
        
           

        

        
          33

          
            

          

        

        
           

        

      

      IN WITNESS
WHEREOF, this Mortgage has been duly authorized and has been executed and
delivered, under seal, to the Mortgagee by the Mortgagor on the date first above
written.

       

      
        
          	      
                  ATTEST

                	 	[MORTGAGOR
      NAME]	 
	 	 	 	 	 
	
                   

                	 	By:	
                    

                	 
	
                   

                	      
                  Secretary

                	      
                  Name:

                	
                   

                	 
	
                   

                	 	      
                  Title:

                	
                   

                	 


        

      

       

      [Corporate
Seal]

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      [LOCAL
COUNSEL TO AFFIX APPROPRIATE NOTARIAL ACKNOWLEDGMENT FOR STATE IN WHICH LAND IS
LOCATED.]

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      Exhibit A

       

      Legal
Description

       

      [To be
attached]

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      Exhibit B

       

      Permitted
Encumbrances

       

      [To be
attached]

       

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      Material
Agreements

       

      Should be
none other than Permitted Encumbrances

       

       

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
        Exhibit E

        Execution
Version



       

      
 

      SECURITY
AGREEMENT

       

       

      dated
as of July 28, 2008

       

       

      among

       

       

      BE
AEROSPACE, INC.,

       

       

      each
other CREDIT PARTY from time to time party hereto

       

       

      and

       

       

      JPMORGAN
CHASE BANK, N.A.,

      as
Collateral Agent

       

      


       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
 

      TABLE
OF CONTENTS

       

      Page

       

      
        
          	
                  ARTICLE
      I

                  DEFINITIONS

                
	 
      	 
      	 
      
	
                  Section
      1.01

                	
                  Terms
      Defined in the Credit Agreement

                	
                  2

                
	
                  Section
      1.02

                	
                  Terms
      Defined in the UCC

                	
                  2

                
	
                  Section
      1.03

                	
                  Additional
      Definitions

                	
                  2

                
	
                  Section
      1.04

                	
                  Terms
      Generally

                	
                  12

                
	 
      
	
                  ARTICLE
      II

                  SECURITY
      INTERESTS

                
	 
      	 
      	 
      
	
                  Section
      2.01

                	
                  Grant
      of Security Interests

                	
                  12

                
	
                  Section
      2.02

                	
                  Continuing
      Liability of Each Credit Party

                	
                  13

                
	
                  Section
      2.03

                	
                  Security
      Interests Absolute

                	
                  14

                
	
                  Section
      2.04

                	
                  Segregation
      of Proceeds; Cash Proceeds Account

                	
                  15

                
	
                  Section
      2.05

                	
                  L/C
      Cash Collateral Account

                	
                  16

                
	
                  Section
      2.06

                	
                  Investment
      of Funds in Collateral Accounts

                	
                  17

                
	 
      
	
                  ARTICLE
      III

                  REPRESENTATIONS
      AND WARRANTIES

                
	 
      	 
      	 
      
	
                  Section
      3.01

                	
                  Title to
      Collateral

                	
                  18

                
	
                  Section
      3.02

                	
                  Validity,
      Perfection and Priority of Security Interests

                	
                  18

                
	
                  Section
      3.03

                	
                  Fair
      Labor Standards Act

                	
                  19

                
	
                  Section
      3.04

                	
                  No
      Consents

                	
                  19

                
	
                  Section
      3.05

                	
                  Deposit
      and Securities Accounts

                	
                  19

                
	 
      
	
                  ARTICLE
      IV

                  COVENANTS

                
	 
      	 
      	 
      
	
                  Section
      4.01

                	
                  Delivery
      of Perfection Certificate; Initial Perfection and Delivery of Search
      Reports

                	
                  20

                
	
                  Section
      4.02

                	
                  Change
      of Name, Identity, Structure or Location; Subjection to Other Security
      Agreements

                	
                  20

                
	
                  Section
      4.03

                	
                  Further
      Actions

                	
                  20

                
	
                  Section
      4.04

                	
                  Collateral
      in Possession of Other Persons, Leased Real Property
    Locations

                	
                  21

                
	
                  Section
      4.05

                	
                  Books
      and Records

                	
                  21

                
	
                  Section
      4.06

                	
                  Delivery
      of Instruments, Etc

                	
                  21

                
	
                  Section
      4.07

                	
                  Collection
      of Receivables

                	
                  22

                
	
                  Section
      4.08

                	
                  Notification
      to Account Debtors

                	
                  22

                
	
                  Section
      4.09

                	
                  Certificates
      of Title

                	
                  23

                
	
                  Section
      4.10

                	
                  Disposition
      of Collateral

                	
                  23

                
	
                  Section
      4.11

                	
                  Insurance

                	
                  23

                


        

         

         

        
          
             

          

          
            i

            
              

            

          

          
             

          

        

         

        
          	
                  Section
      4.12

                	
                  Information
      Regarding Collateral

                	
                  23

                
	
                  Section
      4.13

                	
                  Covenants
      Regarding Intellectual Property

                	
                  24

                
	
                  Section
      4.14

                	
                  Deposit
      Accounts and Securities Accounts

                	
                  26

                
	
                  Section
      4.15

                	
                  Electronic
      Chattel Paper

                	
                  26

                
	
                  Section
      4.16

                	
                  Claims

                	
                  26

                
	
                  Section
      4.17

                	
                  Letter-of-Credit-Rights

                	
                  26

                
	 
      
	
                  ARTICLE
      V

                  GENERAL
      AUTHORITY; REMEDIES

                
	 
      	 
      	 
      
	
                  Section
      5.01

                	
                  General
      Authority

                	
                  27

                
	
                  Section
      5.02

                	
                  Remedies
      upon Event of Default

                	
                  28

                
	
                  Section
      5.03

                	
                  Limitation
      on Duty of Collateral Agent in Respect of Collateral

                	
                  31

                
	
                  Section
      5.04

                	
                  Application
      of Proceeds

                	
                  32

                
	 
      
	
                  ARTICLE
      VI

                  COLLATERAL
      AGENT

                
	 
      	 
      	 
      
	
                  Section
      6.01

                	
                  Concerning
      the Collateral Agent

                	
                  34

                
	
                  Section
      6.02

                	
                  Appointment
      of Co-Collateral Agent

                	
                  34

                
	 
      
	
                  ARTICLE
      VII

                  MISCELLANEOUS

                
	 
      	 
      	 
      
	
                  Section
      7.01

                	
                  Notices

                	
                  34

                
	
                  Section
      7.02

                	
                  No
      Waivers; Non-Exclusive Remedies

                	
                  35

                
	
                  Section
      7.03

                	
                  Compensation
      and Expenses of the Collateral Agent; Indemnification

                	
                  35

                
	
                  Section
      7.04

                	
                  Enforcement

                	
                  37

                
	
                  Section
      7.05

                	
                  Amendments
      and Waivers

                	
                  38

                
	
                  Section
      7.06

                	
                  Successors
      and Assigns

                	
                  38

                
	
                  Section
      7.07

                	
                  Governing
      Law

                	
                  38

                
	
                  Section
      7.08

                	
                  Limitation
      of Law; Severability

                	
                  38

                
	
                  Section
      7.09

                	
                  Counterparts;
      Effectiveness

                	
                  39

                
	
                  Section
      7.10

                	
                  Additional
      Credit Parties

                	
                  39

                
	
                  Section
      7.11

                	
                  Termination

                	
                  39

                
	
                  Section
      7.12

                	
                  Entire
      Agreement

                	
                  40

                


        

        


        


        Schedules:

         

        
          	
                   
      

                	
                  Schedule 1.01A

                	
                  -

                	
                  Claims

                


        

        
          	
                   
      

                	
                  Schedule 1.01B

                	
                  -

                	
                  Material
      Excluded Contracts

                


        

        
          	
                   
      

                	
                  Schedule 3.05

                	
                  -

                	
                  Deposit
      Accounts and Securities Accounts

                


        

        
          	
                   
      

                	
                  Schedule 4.01

                	
                  -

                	
                  Filings
      to Perfect Security Interests

                


        

         

        


        
          
             

          

          
            ii

            
              

            

          

          
             

          

        

      

      Exhibits:

       

      
        	
                 
      

              	
                Exhibit A

              	
                -

              	
                Form
      of Grant of Security Interest in United States Patents and
      Trademarks

              


      

      
        	
                 
      

              	
                Exhibit B

              	
                -

              	
                Form
      of Grant of Security Interest in United States
  Copyrights

              


      

      
        	
                 
      

              	
                Exhibit C

              	
                -

              	
                Form
      of Deposit Account Control
Agreement

              


      

      
        	
                 
      

              	
                Exhibit D

              	
                -

              	
                Form
      of Landlord’s Waiver and Consent

              


      

      
        	
                 
      

              	
                Exhibit E

              	
                -

              	
                Form
      of Consent to Assignment of Letter of Credit
  Proceeds

              


      

       

      


      
        
           

        

        
          iii

          
            

          

        

        
           

        

      

      


      SECURITY
AGREEMENT dated as of July 28, 2008 (as amended, modified or
supplemented from time to time, this “Agreement”) among BE
AEROSPACE, INC.,  each other person (if any) that becomes a party
hereto pursuant to Section 7.10 hereof and JPMORGAN CHASE BANK, N.A., as
Collateral Agent for the benefit of the Secured Parties referred to
herein.

       

      BE
Aerospace, Inc., a Delaware corporation, (together with its successors and
permitted assigns, the “Company”), proposes
to enter into a Credit Agreement dated as of July 28, 2008 (as amended,
restated, modified or supplemented from time to time and including any agreement
extending the maturity of, refinancing or otherwise amending, amending and
restating or otherwise modifying or restructuring all or any portion of the
obligations of the Company under such agreement or any successor agreement, the
“Credit
Agreement”) among the Company, the banks and other lending institutions
from time to time party thereto (each a “Lender” and,
collectively, the “Lenders”), JPMorgan
Chase Bank, N.A., as Administrative Agent, as Issuing Lender and as the Swing
Line Lender (together with its successor or successors in each such capacity,
the “Administrative
Agent”, the “Issuing Lender” and
the “Swing Line
Lender”, respectively), UBS Securities LLC and Credit Suisse Securities
(USA) LLC, as Syndication Agents (together with their successor or successors in
such capacity, the “Syndication Agents”),
and The Royal Bank of Scotland plc and Wells Fargo Bank, N.A., as Documentation
Agents (the “Documentation
Agents”).

       

      Certain
Lenders and their affiliates at the time (each a “Hedge Bank”) may from
time to time provide forward rate agreements, options, swaps, caps, floors and
other derivative contracts (collectively, the “Swap Contracts”) to
the Company or one or more of its Subsidiaries.  In addition, certain
Lenders or their affiliates at the time (each, a “Cash Management
Bank”) may provide treasury management services to, for the benefit of,
or otherwise in respect of, the Company and its Subsidiaries (including
treasury, depository, overdraft, credit or debit card, electronic funds transfer
and other cash management arrangements) under agreements from time to time
providing therefor (“Cash Management
Agreements”, and together with the Credit Documents and all Swap
Contracts, the “Finance
Documents”).  The Lenders, the Issuing Lender, the Swing Line
Lender, the Administrative Agent, the Syndication Agents, the Documentation
Agents, JPMorgan Chase Bank, N.A., as collateral agent (together with its
successor or successors in such capacity, the “Collateral Agent”),
each co-agent or sub-agent appointed by the Administrative Agent from time to
time pursuant to the Credit Agreement or other Credit Document referred to
therein and each Indemnitee and their respective successors and assigns are
herein referred to individually as a “Senior Finance Party”
and collectively as the “Senior Finance
Parties”, and the Senior Finance Parties, the Hedge Banks, the Cash
Management Banks and their respective successors and assigns are herein referred
to individually as a “Secured Party” and
collectively as the “Secured
Parties”.

       

      To induce
the Lenders to enter into the Credit Agreement and the other Credit Documents,
the Hedge Banks to enter into Swap Contracts permitted under the Credit
Agreement and the Cash Management Banks to enter into Cash Management Agreements
(the Credit Documents, the Swap Agreements and the Cash Management Agreements
being herein collectively referred to as the “Finance Documents”),
each of the Subsidiaries of the Company which shall be required to become a
party hereto from time to time in accordance with Section 8.10 or
9.15 of the
Credit Agreement and Section 7.10
hereof (each a “Subsidiary Guarantor”
and, collectively, the “Subsidiary
Guarantors”) will agree, jointly and severally, to provide a guaranty of
all obligations of the Company and the other Credit Parties under and in respect
of the Finance Documents and to secure such guaranty with a continuing security
interest in favor of the Collateral Agent in the Collateral to secure the
Finance Obligations.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      As a
condition precedent to the obligations of the Lenders under the Credit
Agreement, the Company has agreed to grant a continuing security interest in
favor of the Collateral Agent in and to the Collateral to secure the Finance
Obligations.  Accordingly, the parties hereto agree as
follows:

       

      ARTICLE
I

      DEFINITIONS

       

      Section
1.01         Terms Defined in the Credit
Agreement.  Capitalized
terms defined in the Credit Agreement and not otherwise defined herein have, as
used herein and in the introductory statement above, the respective meanings
provided for therein.

       

      Section
1.02          Terms Defined in the
UCC.  Unless
otherwise defined herein or in the Credit Agreement or the context otherwise
requires, the following terms, together with any uncapitalized terms used herein
which are defined in the UCC (as defined below), have the respective meanings
provided in the UCC:  (i) As-Extracted Collateral;
(ii) Certificated Security; (iii) Chattel Paper; (iv) Documents;
(v) Financial Asset; (vi) Instruments; (vii) Inventory;
(viii) Investment Property; (ix) Payment Intangibles;
(x) Proceeds; (xi) Securities Account; (xii) Securities Intermediary;
(xiii) Security; (xiv) Security Certificate; (xv) Security Entitlements; and
(xvi) Uncertificated Security.

       

      Section
1.03           Additional
Definitions.  Terms
defined in the introductory section hereof have the respective meanings set
forth therein.  The following additional terms, as used herein, have
the following respective meanings:

       

      “Account Control
Agreement” means (i) with respect to a Deposit Account, a deposit
account control agreement, substantially in the form of Exhibit C hereto
or otherwise containing substantially similar terms and reasonably acceptable in
form and substance to the Collateral Agent, among one or more Credit Parties,
the Collateral Agent and the bank which maintains such Deposit Account
(execution of such agreement shall be conclusive evidence of such approval) and
(ii) with respect to a Securities Account, a securities account control
agreement, substantially in the form of Exhibit B to the
Pledge Agreement or otherwise containing substantially similar terms and
reasonably acceptable in form and substance to the Collateral Agent, among one
or more Credit Parties, the Collateral Agent and the Securities Intermediary
which maintains such Securities Account (execution of such agreement shall be
conclusive evidence of such approval), in each case as the same may be amended,
modified or supplemented from time to time.

       

      “Accounts” means
(i) all “accounts” (as defined in the UCC), (ii) all of the rights of
any Credit Party in, to and under all purchase orders for goods, services or
other property, (iii) all of the rights of any Credit Party to any goods,
services or other property represented by any of the foregoing (including
returned or repossessed goods and unpaid seller’s rights of rescission,
replevin, reclamation and rights to stoppage in transit) and (iv) all
monies due to or to become due to any Credit Party under any and all contracts
for any of the foregoing (in each case, whether or not yet earned by performance
on the part of such Credit Party), including, without limitation, the right to
receive the Proceeds of said purchase orders and contracts, and all Supporting
Obligations of any kind given by any Person with respect to all or any of the
foregoing.

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

      “Account Debtor” means
an “account debtor” (as defined in the UCC), and also means and includes Persons
obligated to pay negotiable instruments and other Receivables.

       

      “Actionable Default”
means an Event of Default under Section 10.1(a)
or 10.1(f) of
the Credit Agreement or any other Event of Default which has resulted in the
Administrative Agent exercising any of its rights under Section 10.1 of
the Credit Agreement.

       

      “Cash Management
Agreement” means any agreement to provide cash management services,
including treasury, depository, overdraft, credit or debit card, electronic
funds transfer and other cash management arrangements.

       

      “Cash Management
Obligation” means, as applied to any Person, any direct or indirect
liability, contingent or otherwise, of such Person under or in respect of a Cash
Management Agreement.

       

      “Cash Proceeds
Account” has the meaning specified in Section 2.04(a)
of this Agreement.

       

      “Claims” means all
“commercial tort claims” (as defined in the UCC), including, without limitation,
each of the claims described on Schedule 1.01A
hereto, as such Schedule may be amended, modified or supplemented from time to
time, and also means and includes all claims, causes of action and similar
rights and interests (however characterized) of a Credit Party, whether arising
in contract, tort or otherwise, and whether or not subject to any action, suit,
investigation or legal, equitable, arbitration or administrative
proceedings.

       

      “Collateral” has the
meaning specified in Section 2.01 of
this Agreement.

       

      “Collateral Accounts”
means one or more of the Cash Proceeds Account, the L/C Cash Collateral Account
and any other Securities Accounts or Deposit Accounts established with or in the
possession or under the control of the Collateral Agent into which cash or cash
Proceeds (including cash Proceeds of insurance policies, awards of condemnation
or other compensation) of any Collateral are deposited from time to time,
collectively.

       

      “Collateral Agent”
means JPMorgan Chase Bank, N.A., in its capacity as collateral agent for the
Secured Parties, and its successor or successors in such capacity.

       

      “Computer Hardware”
means all computer and other electronic data processing hardware of a Credit
Party, whether now or hereafter owned, licensed or leased by such Credit Party,
including, without limitation, all integrated computer systems, central
processing units, memory units, display terminals, printers, features, computer
elements, card readers, tape drives, hard and soft disk drives, cables,
electrical supply hardware, generators, power equalizers, accessories,
peripheral devices and other related computer hardware, all documentation,
flowcharts, logic diagrams, manuals, specifications, training materials, charts
and pseudo codes associated with any of the foregoing and all options,
warranties, services contracts, program services, test rights, maintenance
rights, support rights, renewal rights and indemnifications relating to any of
the foregoing.

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

      “Copyright” means any
of the following, whether now existing or hereafter arising, created, owned or
acquired by a Credit Party:

       

      (i)           the
United States and foreign copyrights described on Schedule 5 to
any Credit Party’s Perfection Certificate (as each such schedule may be amended,
modified or supplemented from time to time) and any renewals
thereof;

       

      (ii)           all
other common law and/or statutory rights in all copyrightable subject matter
under the laws of the United States or any other country (whether or not the
underlying works of authorship have been published);

       

      (iii)          all
registrations and applications for registration of any such copyright in the
United States or any other country, including registrations, recordings,
supplemental, derivative or collective work registrations and pending
applications for registrations in the United States Copyright Office or any
other country;

       

      (iv)          all
computer programs, web pages, computer data bases and computer program flow
diagrams, including all source codes and object codes related to any or all of
the foregoing;

       

      (v)           all
tangible property embodying or incorporating any or all of the foregoing,
whether in completed form or in some lesser state of completion, and all
masters, duplicates, drafts, versions, variations and copies thereof, in all
formats;

       

      (vi)           all
claims for, and rights to sue for, past, present and future infringement of any
of the foregoing;

       

      (vii)          all
income, royalties, damages and payments now or hereafter due or payable with
respect to any of the foregoing, including, without limitation, damages and
payments for past, present or future infringements thereof and payments and
damages under all Copyright Licenses in connection therewith;

       

      (viii)         all
rights in any of the foregoing, whether arising under the laws of the United
States or any foreign country or otherwise, to copy, record, synchronize,
broadcast, transmit, perform and/or display any of the foregoing or any matter
which is the subject of any of the foregoing in any manner and by any process
now known or hereafter devised; and

       

      (ix)           the
name and title of each Copyright item and all rights of any Credit Party to the
use thereof, including, without limitation, rights protected pursuant to
trademark, service mark, unfair competition, anti-cybersquatting and/or the
rules and principles of any other applicable statute, common law or other rule
or principle of law now existing or hereafter arising.

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      

      “Copyright Agreement”
means a grant of Security Interest in United States Copyrights, substantially in
the form of Exhibit B to
this Agreement, between one or more Credit Parties and the Collateral Agent, as
the same may be amended, modified or supplemented from time to
time.

       

      “Copyright License”
means any agreement now or hereafter in existence granting to any Credit Party
any rights, whether exclusive or non-exclusive, to use another Person’s
copyrights or copyright applications, or pursuant to which any Credit Party has
granted to any other Person, any right, whether exclusive or non-exclusive, with
respect to any Copyright, whether or not registered, including, without
limitation, the Copyright Licenses described on Schedule 5 to
any Credit Party’s Perfection Certificate (as each such schedule may be amended,
modified or supplemented from time to time by such Credit Party).

       

      “Credit Party” means
the Company and any Subsidiary of the Company which hereafter provides or is
required to provide a guaranty of the Finance Obligations and to become a Credit
Party under the Credit Documents in accordance with Section 8.10 or
9.15 of the
Credit Agreement, and “Credit Parties” means
all of them, collectively.

       

      “Deposit Accounts”
means all “deposit accounts” (as defined in the UCC) and also means and includes
all demand, time, savings, passbook or similar accounts maintained by a Credit
Party with a bank or other financial institution, whether or not evidenced by an
Instrument, all cash and other funds held therein and all passbooks related
thereto and all certificates and Instruments, if any, from time to time
representing, evidencing or deposited into such deposit accounts.

       

      “Direct Exposure” has
the meaning specified in Section 2.05 of
this Agreement.

       

      “Discharge of Finance
Obligations” means (i) payment in full in cash of the principal of
and interest (including interest accruing on or after the commencement of any
voluntary or involuntary proceeding under any Debtor Relief Law whether or not a
claim for such interest is, or would be, allowed in such proceeding (an “Insolvency or Liquidation
Proceeding”)) and premium, if any, on all Indebtedness outstanding under
the Finance Documents and termination of all commitments to lend or otherwise
extend credit under the Finance Documents, (ii) payment in full in cash of
all other Finance Obligations that are due and payable or otherwise accrued and
owing at or prior to the time such principal and interest are paid (including
legal fees and other expenses, costs or charges accruing on or after the
commencement of any Insolvency or Liquidation Proceeding, whether or not a claim
for such fees, expenses, costs or charges is, or would be, allowed in such
Insolvency or Liquidation Proceeding), (iii) the receipt of cash collateral
(or a backstop letter of credit in respect thereof on terms acceptable to the
Issuing Lender and the Administrative Agent) in an amount at least equal to 105%
of all L/C Obligations in respect of all outstanding Letters of Credit issued or
deemed issued under the Credit Documents, (iv) termination or cash
collateralization (in an amount reasonably satisfactory to the Collateral Agent)
of all Swap Contracts and (v) termination or cash collateralization (in an
amount reasonably satisfactory to the Collateral Agent) of all Cash Management
Agreements.

       

      
        
           

        

        
          5

          
            

          

        

        
           

        

      

      “Domestic Subsidiary”
means with respect to any Person each Subsidiary of such Person which is
organized under the laws of the United States or any political subdivision or
territory thereof, and “Domestic
Subsidiaries” means any two or more of them.

       

      “Equipment” means all
“equipment” (as defined in the UCC), including all items of machinery,
equipment, Computer Hardware, furnishings and fixtures of every kind, whether or
not affixed to real property, as well as all motor vehicles, automobiles,
trucks, trailers, railcars, barges and vehicles of every description, handling
and delivery equipment, all additions to, substitutions for, replacements of or
accessions to any of the foregoing, all attachments, components,
parts (including spare parts) and accessories whether installed thereon or
affixed thereto and all fuel for any thereof and all options, warranties,
service contracts, program services, test rights, maintenance rights, support
rights, improvement rights and indemnifications relating to any of the
foregoing.

       

      “Excepted Instruments”
has the meaning specified in Section 4.06.

       

      “Excluded Contract”
means at any date any rights or interest of a Credit Party in, to or under any
agreement, contract, license, instrument, document or other general intangible
(referred to solely for purposes of this definition as a “Contract”) to the
extent that such Contract, by the express terms of a valid and enforceable
restriction in favor of a Person who is not a Group Company, (i) prohibits,
or requires any consent or establishes any other condition for, an assignment
thereof or a grant of a security interest therein by a Credit Party or
(ii) would give any party to such Contract other than a Group Company an
enforceable right to terminate its obligations thereunder; provided that (w) in
the case of each such Contract in existence or the subject of rights in favor of
a Credit Party as of the Closing Date the contravention or violation of which
could reasonably be expected to have a Material Adverse Effect, such Contract is
listed and designated as such on Schedule 1.01B
hereto, (x) rights to payment under any such Contract otherwise
constituting an Excluded Contract by virtue of this definition shall be included
in the Collateral to the extent permitted thereby or by Section 9-406 or
Section 9-408 of the UCC, (y) all Proceeds paid or payable to any
Credit Party from any sale, transfer or assignment of such Contract and all
rights to receive such Proceeds shall be included in the Collateral and
(z) the term “Excluded Contract”
shall not include any rights or interest of a Credit Party in, to or under (1)
any Honeywell Purchase Document or (2) any other Contract arising after the
Closing Date which in the case of this clause (2) is
material to the conduct of the business of a Credit Party or with respect to
which a contravention or other violation caused or arising by its inclusion as
Collateral under this Agreement could reasonably be expected to have a Material
Adverse Effect unless (A) the Credit Party shall have used, or shall be
diligently using, commercially reasonable and good faith efforts to obtain all
requisite consents or approvals by the other party to such Contract of all of
such Credit Party’s right, title and interest thereunder to the Collateral Agent
or its designee and (B) the Credit Party shall have given prompt written
notice to the Collateral Agent upon any failure to obtain such consent or
approval.

       

      
        
           

        

        
          6

          
            

          

        

        
           

        

      

      “Excluded Equipment”
means at any date any Equipment of a Credit Party which is subject to, or
secured by, a Capital Lease or purchase money Indebtedness which is permitted
under Section 9.2(f)
of the Credit Agreement if and to the extent that (i) the express terms of
a valid and enforceable restriction in favor of a Person who is not a Group
Company contained in the agreements or documents granting or governing such
Capital Lease or purchase money Indebtedness prohibits, or requires any consent
or establishes any other conditions for, an assignment thereof, or a grant of a
security interest therein, by a Credit Party and (ii) such restriction
relates only to the asset or assets acquired by a Credit Party with the Proceeds
of such Capital Lease or purchase money Indebtedness; provided that all
Proceeds paid or payable to any Credit Party from any sale, transfer or
assignment or other voluntary or involuntary disposition of such Equipment and
all rights to receive such Proceeds shall be included in the Collateral to the
extent not otherwise required to be paid to the holder of the Capital Lease or
purchase money Indebtedness secured by such Equipment.

       

      “Exempt Deposit
Accounts” means (i) Deposit Accounts the balance of which consists
exclusively of (A) withheld income taxes and federal, state or local
employment taxes in such amounts as are required in the reasonable judgment of
the Company to be paid to the Internal Revenue Service or state or local
government agencies within the following two months with respect to employees of
any of the Credit Parties, and (B) amounts required to be paid over to an
employee benefit plan pursuant to DOL Reg. Sec. 2510.3-102 on behalf of or for
the benefit of employees of one or more Credit Parties, (ii) all segregated
Deposit Accounts constituting (and the balance of which consists solely of funds
set aside in connection with) taxes accounts, payroll accounts and trust
accounts, and (iii) one or more Deposit Accounts identified in writing to
the Collateral Agent, provided that, in the
case of Deposit Accounts referred to in this clause (iii), not more than
$15,000,000 in the aggregate shall be held on deposit therein for any period of
more than three consecutive Business Days.

       

      “Finance Document”
means (i) each Credit Document, (ii) each Swap Contract between one or
more Credit Parties and a Hedge Bank evidencing Swap Obligations permitted under
the Credit Agreement and (iii) each Cash Management Agreement between any
Credit Party and a Cash Management Bank, and “Finance Documents”
means all of them, collectively.

       

      “Finance Obligations”
means, at any date, (i) all Obligations, (ii) all Swap Obligations of
a Credit Party permitted under the Credit Agreement owed or owing under any Swap
Contract to any Hedge Bank and (iii) all Cash Management Obligations owing
under any Cash Management Agreement to a Cash Management Bank.

       

      “Foreign Subsidiary”
means with respect to any Person, any Subsidiary of such Person that is not a
Domestic Subsidiary of such Person.

       

      “General Intangibles”
means all “general intangibles” (as defined in the UCC) and also means and
includes (i) all Payment Intangibles and other obligations and indebtedness
owing to any Credit Party (other than Accounts), from whatever source arising,
(ii) all Claims, Judgments and/or Settlements, (iii) all rights or
claims in respect of refunds for taxes paid, (iv) all rights in respect of
any pension plans or similar arrangements maintained for employees of any Credit
Party or any Commonly Controlled Entity, (v) all interests in limited
liability companies and/or partnerships which interests do not constitute
Securities and (vi) all Supporting Obligations of any kind given by any
Person with respect to all or any of the foregoing.

       

      
        
           

        

        
          7

          
            

          

        

        
           

        

      

      “Group Company” means
any of the Company or its Subsidiaries (regardless of whether or not
consolidated with the Company for purposes of GAAP), and “Group Companies”
means all of them, collectively.

       

      “Intellectual
Property” means all Patents, Trademarks, Copyrights, Software, Licenses,
rights in intellectual property, goodwill, trade names, service marks, trade
secrets, confidential or proprietary technical and business information,
know-how, show-how, domain names, mask works, customer lists, vendor lists,
subscription lists, data bases and related documentation, registrations,
franchises and all other intellectual or other similar property
rights.

       

      “Judgments” means all
judgments, decrees, verdicts, decisions or orders issued in resolution of or
otherwise in connection with a Claim, whether or not final or subject to appeal,
and including all rights of enforcement relating thereto and any and all
Proceeds thereof.

       

      “Letter-of-Credit
Right” means all “letter-of-credit rights” (as defined in the UCC) and
also means and includes all rights of a Credit Party to demand payment or
performance under a letter of credit (as defined in Article V of the
UCC).

       

      “License” means any
Patent License, Trademark License, Copyright License, Software License or other
license or sublicense as to which any Credit Party is a party (other than those
license agreements in existence as of the date hereof and listed and designated
as such on Schedule 5 to
any Credit Party’s Perfection Certificate and those license agreements entered
into after the date hereof which by their terms prohibit assignment or a grant
of a security interest by the applicable Credit Party as licensee thereunder;
provided that
rights to payments under any such license shall be included in the Collateral to
the extent permitted thereby or by Section 9-406 and 9-408 of the
UCC).

       

      “Liquid Investments”
has the meaning specified in Section 2.06 of
this Agreement.

       

      “L/C Cash Collateral
Account” has the meaning specified in Section 2.05 of
this Agreement.

       

      “L/C Obligations”
means, as at any date of determination, the aggregate amount available to be
drawn under all outstanding Letters of Credit plus the aggregate of all
Revolving L/C Obligations, including all L/C Disbursements and L/C Participating
Interests.

       

      “Patent” means any of
the following, whether now existing or hereafter arising, invented, developed,
reduced to practice, acquired or owned by a Credit Party:

       

      (i)           the
United States and foreign patents described on Schedule 5 to
any Credit Party’s Perfection Certificate (as each such schedule may be amended,
modified or supplemented from time to time by such Credit Party) and any
renewals thereof;

       

      (ii)           all
other letters patent and design letters patent of the United States or any other
country;

       

      
        
           

        

        
          8

          
            

          

        

        
           

        

      

      (iii)           all
applications filed or in preparation for filing for letters patent and design
letters patent of the United States or any other country including, without
limitation, applications in the United States Patent and Trademark Office or in
any similar office or agency of the United States or any other country or
political subdivision thereof;

       

      (iv)           all
reissues, divisions, continuations, continuations-in-part, revisions, renewals
or extensions thereof;

       

      (v)           all
claims for, and rights to sue for, past, present or future infringement of any
of the foregoing;

       

      (vi)           all
income, royalties, damages and payments now or hereafter due or payable with
respect to any of the foregoing, including, without limitation, damages and
payments for past, present or future infringements thereof and payments and
damages under all Patent Licenses in connection therewith; and

       

      (vii)           all
rights corresponding to any of the foregoing whether arising under the laws of
the United States or any foreign country or otherwise.

       

      “Patent and Trademark
Agreement” means a grant of Security Interest in United States Patents
and Trademarks, substantially in the form of Exhibit A to
this Agreement, between one or more Credit Parties and the Collateral Agent, as
the same may be amended, modified or supplemented from time to
time.

       

      “Patent License” means
any agreement now or hereafter in existence granting to any Credit Party any
right, whether exclusive or non-exclusive, with respect to any Person’s patent
or any invention now or hereafter in existence, whether or not patentable, or
pursuant to which any Credit Party has granted to any other Person, any right,
whether exclusive or non-exclusive, with respect to any Patent or any invention
now or hereafter in existence, whether or not patentable and whether or not a
Patent or application for Patent is in or hereafter comes into existence on such
invention, including, without limitation, the Patent Licenses described on Schedule 5 to
any Credit Party’s Perfection Certificate (as each such schedule may be amended,
modified or supplemented from time to time by such Credit Party).

       

      “Perfection
Certificate” means with respect to each Credit Party a certificate,
substantially in the form of Exhibit F to the
Credit Agreement, completed and supplemented with the schedules and attachments
contemplated thereby.

       

      “Receivables” means
all Accounts, all Payment Intangibles, all Instruments, all Chattel Paper, all
Letter-of-Credit Rights and all Supporting Obligations supporting or otherwise
relating to any of the foregoing.

       

      “Recordable Intellectual
Property” means Intellectual Property the transfer of which is required
to be recorded in the United States Patent and Trademark Office or the United
States Copyright Office in order to be effective against subsequent third party
transferees; provided that the
following shall not be considered “Recordable Intellectual
Property” hereunder:  (i) unregistered United States
Copyrights and (ii) non-exclusive Licenses.

       

      
        
           

        

        
          9

          
            

          

        

        
           

        

      

      “Relevant Contingent
Exposure” has the meaning specified in Section 2.05 of
this Agreement.

       

      “Secured Party” has
the meaning specified in the introductory section hereof.

       

      “Security Interests”
means the security interests in the Collateral granted under this Agreement
securing the Finance Obligations.

       

      “Settlements” means
all right, title and interest of a Credit Party in, to and under any settlement
agreement or other agreement executed in settlement or compromise of any Claim,
including all rights to enforce such agreements and all payments thereunder or
arising in connection therewith.

       

      “Software” means all
“software” (as defined in the UCC), and also means and includes all software
programs, whether now or hereafter owned, licensed or leased by a Credit Party,
designed for use on Computer Hardware, including, without limitation, all
operating system software, utilities and application programs in whatever form
and whether or not embedded in goods, all source code and object code in
magnetic tape, disk or hard copy format or any other listings whatsoever, all
firmware associated with any of the foregoing all documentation, flowcharts,
logic diagrams, manuals, specifications, training materials, charts and pseudo
codes associated with any of the foregoing, and all options, warranties,
services contracts, program services, test rights, maintenance rights, support
rights, renewal rights and indemnifications relating to any of the
foregoing.

       

      “Software License”
means any agreement (including any agreement constituting a Copyright License,
Patent License and/or Trademark License) now or hereafter in existence granting
to any Credit Party any right, whether exclusive or non-exclusive, to use
another Person’s Software, or pursuant to which any Credit Party has granted to
any other Person, any right, whether exclusive or non-exclusive, to use any
Software, whether or not subject to any registration.

       

      “Supporting
Obligation” means a Letter-of-Credit Right, Contingent Obligation or
other secondary obligation supporting or any Lien securing the payment or
performance of one or more Receivables, General Intangibles, Documents or
Investment Property.

       

      “Swap Obligation” of
any Person means all obligations (including, without limitation, any amounts
which accrue after the commencement of any bankruptcy or insolvency proceeding
with respect to such Person, whether or not allowed or allowable as a claim
under any proceeding under any Debtor Relief Law) of such Person in respect of
any Swap Contract, excluding any amounts which such Person is entitled to
set-off against its obligations under applicable law.

       

      “Trademark” means any
of the following, whether now existing or hereafter arising, used, acquired or
owned by a Credit Party:

       

      (i)           the
United States and foreign trademarks described on Schedule 5 to
any Credit Party’s Perfection Certificate (as each such schedule may be amended,
modified or supplemented from time to time) and any renewals thereof (but
excluding in all cases all intent-to-use United States trademark applications
for which an amendment to allege use or statement of use has not been filed
under 15 U.S.C. § 1051(c) or 15 U.S.C. § 1051(d), respectively, or if filed, has
not been deemed in conformance with 15 U.S.C. § 1051(a) or examined and
accepted, respectively, by the United States Patent and Trademark
Office);

       

      
        
           

        

        
          10

          
            

          

        

        
           

        

      

      (ii)           all
other trademarks, trade names, corporate names, company names, business names,
fictitious business names, trade styles, service marks, logos, certification
marks, collective marks, brand names, trademark rights arising out of domain
names and trade dress which are or have been used in the United States or in any
state, territory or possession thereof, or in any other place, nation or
jurisdiction, along with all prints and labels on which any of the foregoing
have appeared or appear, package and other designs, and any other source or
business identifiers, and general intangibles of like nature, and the rights in
any of the foregoing which arise under applicable laws;

       

      (iii)           the
goodwill of the business symbolized thereby or associated with each of the
foregoing;

       

      (iv)           all
registrations and applications in connection therewith, including, without
limitation, registrations and applications in the United States Patent and
Trademark Office or in any similar office or agency of the United States, any
state thereof or any other country or any political subdivision
thereof;

       

      (v)           all
reissues, extensions and renewals thereof;

       

      (vi)           all
claims for, and rights to sue for, past, present or future infringements of any
of the foregoing;

       

      (vii)           all
income, royalties, damages and payments now or hereafter due or payable with
respect to any of the foregoing, including, without limitation, damages and
payments for past, present or future infringements thereof and payments and
damages under all Trademark Licenses in connection therewith; and

       

      (viii)          all
rights corresponding to any of the foregoing whether arising under the laws of
the United States or any foreign country or otherwise.

       

      “Trademark License”
means any agreement now or hereafter in existence granting to any Credit Party
any right, whether exclusive or non-exclusive, to use another Person’s
trademarks or trademark applications, or pursuant to which any Credit Party has
granted to any other Person, any right, whether exclusive or non-exclusive, to
use any Trademark, whether or not registered, including, without limitation, the
Trademark Licenses described on Schedule 5 to
any Credit Party’s Perfection Certificate (as each such schedule may be amended,
modified or supplemented from time to time by such Credit Party) and the rights
to prepare for sale, sell and advertise for sale, all of the inventory now or
hereafter owned by any Credit Party and now or hereafter covered by such license
agreements.

       

      “UCC” means the
Uniform Commercial Code as in effect from time to time in the State of New York;
provided that
if by reason of mandatory provisions of law, the perfection, the effect of
perfection or non-perfection or the priority of the Security Interests in any
Collateral is governed by the Uniform Commercial Code as in effect in a
jurisdiction other than New York, “UCC” means the
Uniform Commercial Code as in effect in such other jurisdiction for purposes of
the provisions hereof relating to such perfection, effect of perfection or
non-perfection or priority.

       

      
        
           

        

        
          11

          
            

          

        

        
           

        

      

      Section
1.04               Terms
Generally.  The
definitions in Sections 1.02
and 1.03 shall
apply equally to both the singular and plural forms of the terms
defined.  Whenever the context may require, any pronoun shall include
the corresponding masculine, feminine and neuter forms.  The words
“include”, “includes” and “including” shall be deemed to be followed by the
phrase “without limitation”.  All references herein to Articles,
Sections, Exhibits and Schedules shall be deemed references to Articles and
Sections of, and Exhibits and Schedules to, this Agreement unless the context
shall otherwise require.  Unless otherwise expressly provided herein,
the word “day” means a calendar day.

       

      ARTICLE
II

      SECURITY
INTERESTS

       

      Section
2.01                Grant of
Security Interests.  To
secure the due and punctual payment of all Finance Obligations, howsoever
created, arising or evidenced, whether direct or indirect, absolute or
contingent, now or hereafter existing or due or to become due, in accordance
with the terms thereof and to secure the performance of all of the obligations
of each Credit Party hereunder and under the other Finance Documents, each
Credit Party hereby grants to the Collateral Agent for the benefit of the
Secured Parties a security interest in, and each Credit Party hereby pledges and
collaterally assigns to the Collateral Agent for the benefit of the Secured
Parties, all of such Credit Party’s right, title and interest in, to and under
the following, whether now owned or existing or hereafter acquired, created or
arising, whether tangible or intangible, and regardless of where located (all of
which are herein collectively called the “Collateral”):

       

      (i)           all
Receivables;

       

      (ii)           all
Inventory;

       

      (iii)           all
General Intangibles;

       

      (iv)           all
Intellectual Property;

       

      (v)           all
Documents and all Supporting Obligations of any kind given by any Person with
respect thereto;

       

      (vi)           all
Equipment;

       

      (vii)          all
Investment Property and all Supporting Obligations of any kind given by any
Person with respect thereto;

       

      (viii)         all
Deposit Accounts;

       

      
        
           

        

        
          12

          
            

          

        

        
           

        

      

      (ix)           all
As-Extracted Collateral;

       

      (x)           the
Collateral Accounts, all cash and other property deposited therein or credited
thereto from time to time, the Liquid Investments made pursuant to Section 2.06 and
other monies and property of any kind of any Credit Party maintained with or in
the possession of or under the control of the Collateral Agent;

       

      (xi)           all
books and records (including, without limitation, customer lists, credit files,
computer programs, printouts and other computer materials and records) of each
Credit Party pertaining to any of the Collateral; and

       

      (xii)          all
Proceeds of all or any of the Collateral described in clauses (i) through
(xi)
hereof;

       

      provided, however, that, except
as otherwise required by Section 8.10 of
the Credit Agreement, the Collateral shall not include (i) any of the
outstanding capital stock of, or other equity interests in, any Subsidiary of
the Company which is owned by another Subsidiary of the Company; (ii) more
than 65% of the outstanding [voting]1 capital stock of, or
other equity interests in, any Foreign Subsidiary owned directly by the Company;
(iii) any of the outstanding capital stock of, or other equity interests
in, ATS or ALC, if and so long as the aggregate book value of their Excluded
Domestic Assets does not exceed the Allowed Exclusion Amount; or (iv) any
of the outstanding capital stock of, or other equity interests, in any
Subsidiary where such pledge would (A) be prohibited by applicable law,
(B) result in material adverse tax consequences to the Company, (C) in
the case of Subsidiary which is not a Wholly-Owned Subsidiary or any joint
venture existing on the Effective Date, result in a breach of a joint venture
agreement, operating agreement or other similar document or agreement in the
form existing on the Effective Date, (D) in the case of any Subsidiary
which is not a Wholly-Owned Subsidiary or any joint venture created or acquired
after the Effective Date, result in a breach of a joint venture agreement,
operating agreement or other similar document or agreement, provided that the
Company shall use its commercially reasonable efforts to obtain all consents or
take such other actions as may be necessary to enable the pledge of such capital
stock or other equity interests, or (E) cause the Company to incur costs
associated with such pledge that are excessive in comparison to the benefits
afforded to the Lenders, as reasonably determined by the Administrative Agent),
and provided
further that to
the extent the Company does not ultimately acquire 100% of the outstanding
capital stock or other equity interests of any acquired or newly formed
Subsidiary in any Permitted Acquisition, notwithstanding clause (iv)(D)
above but except as provided in clauses (ii) or (iv)(A),(B) and (E)
above, the Collateral Agent shall receive a pledge of all outstanding capital
stock or other equity interests of such entity held by the Company and provided, further, that the
Collateral shall not include any Excluded Contracts, Excluded Equipment or
Exempt Deposit Accounts.

       

      Section
2.02              Continuing Liability of Each
Credit Party.  Anything
herein to the contrary notwithstanding, each Credit Party shall remain liable to
observe and perform all the terms and conditions to be observed and performed by
it under any contract, agreement, warranty or other obligation with respect to
the Collateral.  Neither the Collateral Agent nor any Secured Party
shall have any obligation or liability under any such contract, agreement,
warranty or obligation by reason of or arising out of this Agreement or the
receipt by the Collateral Agent or any Secured Party of any payment relating to
any Collateral, nor shall the Collateral Agent or any Secured Party be required
to perform or fulfill any of the obligations of any Credit Party with respect to
any of the Collateral, to make any inquiry as to the nature or sufficiency of
any payment received by it or the sufficiency of the performance of any party’s
obligations with respect to any Collateral.  Furthermore, neither the
Collateral Agent nor any Secured Party shall be required to file any claim or
demand to collect any amount due or to enforce the performance of any party’s
obligations with respect to the Collateral.

       

       

        
          

        

      

      
        1           This
issue is currently open in the Credit Agreement.

      

       

      
        
           

        

        
          13

          
            

          

        

        
           

        

      

      Section
2.03          Security Interests
Absolute.  All
rights of the Collateral Agent, all security interests hereunder and all
obligations of each Credit Party hereunder are unconditional and absolute and
independent and separate from any other security for or guaranty of the Finance
Obligations, whether executed by such Credit Party, any other Credit Party or
any other Person.  Without limiting the generality of the foregoing,
the obligations of each Credit Party hereunder shall not be released, discharged
or otherwise affected or impaired by:

       

      (i)           any
extension, renewal, settlement, compromise, acceleration, waiver or release in
respect of any obligation of any other Credit Party under any Finance Document
or any other agreement or instrument evidencing or securing any Finance
Obligation, by operation of law or otherwise;

       

      (ii)           any
change in the manner, place, time or terms of payment of any Finance Obligation
or any other amendment, supplement or modification to any Finance Document or
any other agreement or instrument evidencing or securing any Finance
Obligation;

       

      (iii)           any
release, non-perfection or invalidity of any direct or indirect security for any
Finance Obligation, any sale, exchange, surrender, realization upon, offset
against or other action in respect of any direct or indirect security for any
Finance Obligation or any release of any other obligor or Credit Parties in
respect of any Finance Obligation;

       

      (iv)           any
change in the existence, structure or ownership of any Credit Party, or any
insolvency, bankruptcy, reorganization, arrangement, readjustment, composition,
liquidation or other similar proceeding affecting any Credit Party or its assets
or any resulting disallowance, release or discharge of all or any portion of any
Finance Obligation;

       

      (v)           the
existence of any claim, set-off or other right which any Credit Party may have
at any time against the Company, any other Credit Party, any Agent, any other
Secured Party, or any other Person, whether in connection herewith or any
unrelated transaction; provided that nothing
herein shall prevent the assertion of any such claim by separate suit or
compulsory counterclaim;

       

      
        
           

        

        
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      (vi)           any
invalidity or unenforceability relating to or against the Company or any other
Credit Party for any reason of any Finance Document or any other agreement or
instrument evidencing or securing any Finance Obligation or any provision of
applicable law or regulation purporting to prohibit the payment by the Company
or any other Credit Party of any Finance Obligation;

       

      (vii)           any
failure by any Secured Party:  (A) to file or enforce a claim
against any Credit Party or its estate (in a bankruptcy or other proceeding);
(B) to give notice of the existence, creation or incurrence by any Credit
Party of any new or additional indebtedness or obligation under or with respect
to the Finance Obligations; (C) to commence any action against any Credit
Party; (D) to disclose to any Credit Party any facts which such Secured
Party may now or hereafter know with regard to any Credit Party; or (E) to
proceed with due diligence in the collection, protection or realization upon any
collateral securing the Finance Obligations;

       

      (viii)          any
direction as to application of payment by the Company, any other Credit Party or
any other Person;

       

      (ix)           any
subordination by any Secured Party of the payment of any Finance Obligation to
the payment of any other liability (whether matured or unmatured) of any Credit
Party to its creditors;

       

      (x)           any
act or failure to act by the Collateral Agent or any other Secured Party under
this Agreement or otherwise which may deprive any Credit Party of any right to
subrogation, contribution or reimbursement against any other Credit Party or any
right to recover full indemnity for any payments made by such Credit Party in
respect of the Finance Obligations; or

       

      (xi)           any
other act or omission to act or delay of any kind by any Credit Party or any
Secured Party or any other Person or any other circumstance whatsoever which
might, but for the provisions of this clause, constitute a legal or equitable
discharge of any Credit Party’s obligations hereunder, except that a Credit
Party may assert the defense of final payment in full of the Finance
Obligations.

       

      Each
Credit Party has irrevocably and unconditionally delivered this Agreement to the
Collateral Agent, for the benefit of the Secured Parties, and the failure by any
other Person to sign this Agreement or a security agreement similar to this
Agreement or otherwise shall not discharge the obligations of any Credit Party
hereunder.

       

      This
Agreement shall remain fully enforceable against each Credit Party irrespective
of any defenses that any other Credit Party may have or assert in respect of the
Finance Obligations, including, without limitation, failure of consideration,
breach of warranty, payment, statute of frauds, statute of limitations, accord
and satisfaction and usury, except that a Credit Party may assert the defense of
final payment in full of the Finance Obligations.

       

      Section
2.04              Segregation of Proceeds;
Cash Proceeds Account.  (a)  Creation of Cash Proceeds
Account.  The Company has established or will establish with
the Collateral Agent a Securities Account (the “Cash Proceeds
Account”) in the name of “JPMorgan Chase Bank, N.A., as Collateral Agent”
and under the exclusive control of the Collateral Agent.  All cash
Proceeds of the Collateral required to be delivered to the Collateral Agent
pursuant to subsection (b)
of this Section shall be deposited in the Cash Proceeds Account.  Any
income received by the Collateral Agent with respect to the balance from time to
time standing to the credit of the Cash Proceeds Account, including any interest
or capital gains on Liquid Investments, shall remain, or be deposited, in the
Cash Proceeds Account.  All right, title and interest in and to the
cash amounts on deposit from time to time in the Cash Proceeds Account together
with any Liquid Investments from time to time made pursuant to Section 2.06 and
any other property or assets from time to time deposited in or credited to the
Cash Proceeds Account shall vest in and be under the sole dominion and control
of the Collateral Agent for the benefit of the Secured Parties, shall constitute
part of the Collateral hereunder and shall not constitute payment of the Finance
Obligations until applied thereto as hereinafter provided.

       

      
        
           

        

        
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      (b)           Deposits to Cash Proceeds
Account.  Upon notification by the Collateral Agent following
the occurrence and during the continuance of an Actionable Default (provided
that in the case of any Event of Default described in Section 10.1(f)
of the Credit Agreement, no such notice shall be required), except as otherwise
provided in Section 2.05,
each Credit Party shall instruct all Account Debtors and other Persons obligated
in respect of its Receivables and other Collateral to make all payments in
respect of its Receivables and other Collateral either (i) directly to the
Collateral Agent (by instructing that such payments be remitted by direct wire
transfer to the Collateral Agent at its address referred to in Section 7.01 or
to a post office box which shall be in the name and under the control of the
Collateral Agent) or (ii) to one or more other banks in the United States
(by instructing that such payments be remitted by direct wire transfer to, or to
a post office box which shall be in the name and under the control of, such
bank) under an Account Control Agreement duly executed by each relevant Credit
Party and such bank or under other arrangements, in form and substance
reasonably satisfactory to the Collateral Agent, pursuant to which each relevant
Credit Party shall have irrevocably instructed such other bank (and such other
bank shall have agreed) to remit all proceeds of such payments directly to the
Collateral Agent for deposit into the Cash Proceeds Account or as the Collateral
Agent may otherwise instruct such bank.  All such payments made to the
Collateral Agent shall be deposited in the Cash Proceeds Account.  In
addition to the foregoing, each Credit Party agrees that if the Proceeds of any
Collateral hereunder (including the payments made in respect of Receivables)
shall be received by it after the Collateral Agent’s notification referred to
above, such Credit Party shall as promptly as possible deposit such Proceeds
into the Cash Proceeds Account.  Until so deposited, all such Proceeds
shall be held in trust by the relevant Credit Party for and as the property of
the Collateral Agent for the benefit of the Secured Parties and shall not be
commingled with any other funds or property of any Credit Party.  Each
Credit Party hereby irrevocably authorizes and empowers the Collateral Agent,
its officers, employees and authorized agents to endorse and sign its name on
all checks, drafts, money orders or other media of payment so delivered, and
such endorsements or assignments shall, for all purposes, be deemed to have been
made by the relevant Credit Party prior to any endorsement or assignment thereof
by the Collateral Agent.  The Collateral Agent may use any convenient
or customary means for the purpose of collecting such checks, drafts, money
orders or other media of payment.

       

      
        
           

        

        
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      Section
2.05        L/C Cash Collateral
Account.  All
amounts required to be deposited by any Credit Party as cash collateral for L/C
Obligations pursuant to Section 5.6 or
Section 10.1 of
the Credit Agreement, any similar provision of any other Credit Document or
pursuant to Section 5.04
hereof shall be deposited in a Securities Account (the “L/C Cash Collateral
Account”) which has been established or will be established and
maintained by such Credit Party at the offices of the Collateral Agent or such
other bank or other financial institution as such Credit Party and the
Collateral Agent may agree, in the name and under the exclusive control of the
Collateral Agent.  If the L/C Cash Collateral Account is not
maintained at an office of the Collateral Agent, then forthwith upon the
establishment of such account, the applicable Credit Party shall notify the
Collateral Agent of the location, account name and account number of such
account and shall deliver to the Collateral Agent an Account Control Agreement
with respect to such L/C Cash Collateral Account duly executed by such Credit
Party and the Securities Intermediary maintaining such L/C Cash Collateral
Account.  Any income received with respect to the balance from time to
time standing to the credit of the L/C Cash Collateral Account, including any
interest or capital gains on Liquid Investments, shall remain, or be deposited,
in the L/C Cash Collateral Account.  All right, title and interest in
and to the cash amounts on deposit from time to time in the L/C Cash Collateral
Account together with any Liquid Investments from time to time made pursuant to
Section 2.06 and
any other property or assets from time to time deposited in or credited to the
L/C Cash Collateral Account shall vest in and be under the sole dominion and
control of the Collateral Agent for the benefit of the Secured Parties, shall
constitute part of the Collateral hereunder and shall not constitute payment of
the Finance Obligations until applied thereto as hereinafter
provided.  If and when any portion of the L/C Obligations on which any
deposit in the L/C Cash Collateral Account was based (the “Relevant Contingent
Exposure”) shall become fixed (a “Direct Exposure”) as
a result of the payment by the Issuing Lender with respect thereto of a draft
presented under any Letter of Credit, the amount of such Direct Exposure (but
not more than the amount in the L/C Cash Collateral Account at the time) shall
be withdrawn by the Collateral Agent from the L/C Cash Collateral Account and
shall be paid to the Administrative Agent for application pursuant to the Credit
Agreement, and the Relevant Contingent Exposure shall thereupon be reduced by
such amount.  If at any time the amount in the L/C Cash Collateral
Account exceeds the Relevant Contingent Exposure, the excess amount shall, so
long as no Event of Default shall have occurred and be continuing, be withdrawn
by the Collateral Agent and paid to the applicable Credit Party or its
order.  Each Credit Party hereby irrevocably consents and agrees to
each such distribution.  If an Event of Default shall have occurred
and be continuing, the excess of the funds in the L/C Cash Collateral Account
over the Relevant Contingent Exposure shall be retained in the L/C Cash
Collateral Account and may be withdrawn by the Collateral Agent and applied in
the manner specified in Section 5.04.  If
immediately available cash on deposit in the L/C Cash Collateral Account is not
sufficient to make any distribution to a Credit Party referred to in this Section 2.05,
the Collateral Agent shall cause to be liquidated as promptly as practicable
such Liquid Investments in the Cash Collateral Account designated by such Credit
Party as are required to obtain sufficient cash to make such distribution and,
notwithstanding any other provision of this Section 2.05,
such distribution shall not be made until such liquidation has taken
place.

       

      Section
2.06        Investment of Funds in
Collateral Accounts.  Amounts
on deposit in the Collateral Accounts shall be invested and re-invested from
time to time in such Liquid Investments as the Company shall determine, which
Liquid Investments shall be held in the name and be under the control of the
Collateral Agent; provided that, if an
Event of Default has occurred and is continuing, the Collateral Agent may
liquidate any such Liquid Investments and apply or cause to be applied the
proceeds thereof in the manner specified in Section 5.04.  For
this purpose, “Liquid
Investments” means Cash Equivalents maturing within 30 days after a
Cash Equivalent is acquired by the Collateral Agent.

       

      
        
           

        

        
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      ARTICLE
III

      REPRESENTATIONS
AND WARRANTIES

       

      Each
Credit Party represents and warrants that:

       

      Section
3.01         Title to
Collateral.  Such
Credit Party has good and marketable title to, or valid license or leasehold
interests in, all of the Collateral in which it has granted a security interest
hereunder, free and clear of any Liens other than Permitted
Liens.  Such Credit Party has taken all actions necessary under the
UCC to perfect its interest in any Receivables purchased by or assigned to it,
as against its assignors and creditors of its assignors.  Other than
financing statements or other similar or equivalent documents or instruments
with respect to the Security Interests, Permitted Liens and Liens securing
indebtedness to be repaid with the proceeds of the initial Loans under the
Credit Agreement and in respect of which the Administrative Agent has received
pay-off letters and instruments appropriate under local law to effect the
termination of such Liens, no financing statement, mortgage, security agreement
or similar or equivalent document or instrument covering all or any part of the
Collateral is on file or of record in any jurisdiction in which such filing or
recording would be effective to perfect a Lien on such Collateral.  No
Collateral having a value individually or collectively in excess of $1,000,000
(other than Inventory in transit not covered by a negotiable document of title
or Inventory in the possession of a carrier or similar bailee as to which the
provisions of Section 4.04 of
this Agreement have been complied with) is in the possession or control of any
Person (other than a Credit Party) asserting any claim thereto or security
interest therein, except that the Collateral Agent or its designee may have
possession and/or control of Collateral as contemplated hereby and by the other
Credit Documents.

       

      Section
3.02          Validity, Perfection and
Priority of Security Interests.  (a)  The
Security Interests constitute valid security interests under the UCC securing
the Finance Obligations.

       

      (b)           When
Uniform Commercial Code financing statements stating that the same covers “all
assets of the Debtor”, “all personal property of the Debtor” or words of similar
import shall have been filed in the offices specified in Schedule 4.01
hereto, the Security Interests will constitute perfected security interests in
all right, title and interest of such Credit Party in the Collateral to the
extent that a security interest therein may be perfected by filing pursuant to
the UCC, prior to all other Liens and rights of others therein except for
Permitted Liens.

       

      (c)           When
each Patent and Trademark Agreement has been filed with the United States Patent
and Trademark Office and each Copyright Agreement has been filed with the United
States Copyright Office, the Security Interests will constitute perfected
security interests in all right, title and interest of such Credit Party in the
Recordable Intellectual Property therein described to the extent that a security
interest therein may be perfected by such filing pursuant to applicable law,
prior to all other Liens and rights of others therein except for Permitted
Liens.

       

      
        
           

        

        
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      (d)           When
each Account Control Agreement has been executed and delivered to the Collateral
Agent, the Security Interests will constitute perfected security interests in
all right, title and interest of the Credit Parties in the Deposit Accounts and
Securities Accounts, as applicable, subject thereto, prior to all other Liens
other than Permitted Liens and rights of others therein and subject to no
adverse claims except for Permitted Liens.

       

      (e)           When
each consent substantially in the form of Exhibit E hereto
has been executed and delivered to the Collateral Agent, the Security Interests
shall constitute perfected security interests in all right, title and interest
of such Credit Party in the Letter-of-Credit Rights referred to therein, prior
to all other Liens other than Permitted Liens and rights of others
therein.

       

      (f)           So
long as such Credit Party is in compliance with the provisions of Section 4.15,
the Security Interests shall constitute perfected security interests in all
right, title and interest of such Credit Party in all electronic Chattel Paper,
prior to all other Liens other than Permitted Liens and rights of others
therein.

       

      Section
3.03          Fair Labor Standards
Act.  All
of such Credit Party’s Inventory has or will have been produced in compliance
with the applicable requirements of the Fair Labor Standards Act, as amended
from time to time, or any successor statute, and regulations promulgated
thereunder.

       

      Section
3.04          No
Consents.  No
consent of any other Person (including, without limitation, any stockholder or
creditor of such Credit Party or any of its Subsidiaries) and no order, consent,
approval, license, authorization or validation of, or filing, recording or
registration with, or exemption by any Governmental Authority is required to be
obtained by such Credit Party in connection with the execution, delivery or
performance of this Agreement, or in connection with the exercise of the rights
and remedies of the Collateral Agent pursuant to this Agreement, except
(i) as may be required to perfect (as described in Schedule 4.01
hereto) and maintain the perfection of the security interests created hereby,
(ii) with respect to vehicles represented by a certificate of title,
(iii) with respect to Receivables subject to the Federal Assignment of
Claims Act or (iv) in connection with the disposition of the Collateral by
Laws affecting the offering and sale of securities generally; provided, however, that
(i) the registration of Copyrights in the United States Copyright Office
may be required to obtain a security interest therein that is effective against
subsequent transferees under United States Federal copyright law and
(ii) to the extent that recordation of the Security Interests in the United
States Patent and Trademark Office or the United States Copyright Office is
necessary to perfect the Security Interests or to render the Security Interests
effective against subsequent third parties, such recordations will not have been
made with respect to the items that are not Recordable Intellectual
Property.

       

      Section
3.05          Deposit and Securities
Accounts.  Schedule 3.05
hereto sets forth as of the date hereof a complete and correct list of each
Credit Party’s Deposit Accounts and Securities Accounts, the name and address of
the financial institution which maintains each such account and the purpose for
which such account is used.

       

      
        
           

        

        
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      ARTICLE
IV

      COVENANTS

       

      Each
Credit Party covenants and agrees that until the payment in full of all Finance
Obligations (other than Unmatured Surviving Obligations) and until there is no
commitment by any Secured Party to make further advances, incur obligations or
otherwise give value, such Credit Party will comply with the
following:

       

      Section
4.01          Delivery of Perfection
Certificate; Initial Perfection and Delivery of Search
Reports.  On
or prior to the Closing Date, such Credit Party (or if later, the date such
Credit Party becomes a party hereto pursuant to Section 7.10)
shall (i) deliver its Perfection Certificate to the Collateral Agent,
(ii) deliver to the Collateral Agent a fully executed consent substantially
in the form of Exhibit E hereto
with respect to each of its Letter-of-Credit Rights and (iii) cause all
filings and recordings specified in Schedule 4.01
hereto to have been completed.  The information set forth in the
Perfection Certificate shall be correct and complete as of the Closing Date (or
such later date of delivery, as applicable).

       

      Section
4.02          Change of Name, Identity,
Structure or Location; Subjection to Other Security
Agreements.  Such
Credit Party will not change its name, identity, structure or location
(determined as provided in Section 9-307 of the UCC) in any manner, and
shall not become bound, as provided in Section 9-203(d) of the UCC, by a
security agreement entered into by another Person, in each case, unless it shall
have given the Collateral Agent not less than 30 days’ prior notice
thereof.  Such Credit Party shall not in any event change the location
of any Collateral or its name, identity, structure or location (determined as
provided in Section 9-307 of the UCC), or become bound, as provided in
Section 9-203(d) of the UCC, by a security agreement entered into by
another Person, if such change would cause the Security Interests in any
Collateral to lapse or cease to be perfected unless such Credit Party has taken
on or before the date of lapse all actions necessary to ensure that the Security
Interests in the Collateral do not lapse or cease to be perfected.

       

      Section
4.03          Further
Actions.  Such
Credit Party will, from time to time at its expense and in such manner and form
as the Collateral Agent may reasonably request, execute, deliver, file and
record or authorize the recording of any financing statement, specific
assignment, instrument, document, agreement or other paper and take any other
action (including, without limitation, any filings of financing or continuation
statements under the Uniform Commercial Code and any filings with the United
States Patent and Trademark Office and the United States Copyright Office) that
from time to time may be necessary or advisable in the reasonable judgment of
the Collateral Agent under the UCC or with respect to Recordable Intellectual
Property, or that the Collateral Agent may reasonably request, in order to
create, preserve or perfect the Security Interests or to enable the Collateral
Agent and the Secured Parties to obtain the full benefit of this Agreement or to
exercise and enforce any of its rights, powers and remedies created hereunder or
under applicable law with respect to any of the Collateral.  Such
Credit Party shall maintain the Security Interest as a first priority Lien,
subject only to Permitted Liens, and shall defend such security interests as
first priority Liens, subject only to Permitted Liens, and such priority against
the claims and demands of all Persons to the extent adverse to such Credit
Party’s ownership rights or otherwise inconsistent with this Agreement or the
other Credit Documents.  To the extent permitted by applicable law,
such Credit Party hereby authorizes the Collateral Agent to file, in the name of
such Credit Party or otherwise and without the signature or other separate
authorization or authentication of such Credit Party appearing thereon, such
Uniform Commercial Code financing statements or continuation statements as the
Collateral Agent may reasonably determine necessary or appropriate to perfect or
maintain the perfection of the Security Interests.  Such Credit Party
hereby authorizes the Collateral Agent to file financing and continuation
statements describing as the Collateral covered thereby “all of the debtor’s
personal property and assets” or words to similar effect, notwithstanding that
such description may be broader in scope than the Collateral described in this
Agreement.  Such Credit Party agrees that, except to the extent that
any filing office requires otherwise, a carbon, photographic, photostatic or
other reproduction of this Agreement or of a financing statement is sufficient
as a financing statement.  Such Credit Party shall pay the costs of,
or incidental to, any recording or filing of any financing or continuation
statements or other assignment documents concerning the Collateral.

       

      
        
           

        

        
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      Section
4.04          Collateral in Possession of
Other Persons, Leased Real Property Locations.  If
any of such Credit Party’s Collateral having a value individually or
collectively in excess of $2,000,000 is at any time in the possession or control
of any warehouseman, vendor, bailee or any agents or processors of any Credit
Party, such Credit Party shall (i) notify such warehouseman, vendor,
bailee, agent or processor of the Security Interests created hereby,
(ii) instruct such warehouseman, vendor, bailee, agent or processor to hold
all such Collateral for the Collateral Agent’s account and subject to the
Collateral Agent’s instructions, (iii) use commercially reasonable best
efforts (without incurring material obligations or foregoing material rights) to
cause such warehouseman, vendor, bailee, agent or processor to authenticate a
record acknowledging that it holds possession of such Collateral for the benefit
of the Collateral Agent and the Secured Parties and (iv) make such
authenticated record available to the Collateral Agent.  Such Credit
Party agrees that if any warehouse receipt or receipt in the nature of a
warehouse receipt is issued with respect to any of its Inventory, such warehouse
receipt or receipt in the nature thereof shall not be “negotiable” (as such term
is used in Section 7-104 of the Uniform Commercial Code as in effect in any
relevant jurisdiction or under other relevant law).  If any Credit
Party enters into any lease of real estate after the date hereof, such Credit
Party will use commercially reasonable efforts to obtain waivers from the
landlords of all such real estate, substantially in the form of Exhibit D hereto
or in such other form as shall be reasonably acceptable to the Collateral
Agent.

       

      Section
4.05          Books and
Records.  Such
Credit Party shall keep full and accurate books and records relating to the
Collateral, including, but not limited to, the originals of all documentation
with respect thereto, records of all payments received, all credits granted
thereon, all merchandise returned and all other dealings therewith, and such
Credit Party will make the same available to the Collateral Agent for
inspection, at such Credit Party’s own cost and expense, at any and all
reasonable times upon demand.  Upon direction by the Collateral Agent,
such Credit Party shall stamp or otherwise mark such books and records in such
manner as the Collateral Agent may reasonably require in order to reflect the
Security Interests.

       

      Section
4.06           Delivery of Instruments,
Etc.  Such
Credit Party will immediately deliver each Instrument and each Certificated
Security (other than (i) promissory notes having individually a face value
not in excess of $1,000,000, (ii) Cash Equivalents held in a Deposit
Account or a Securities Account and subject to an effective Account Control
Agreement as required by Section 4.14
hereof or held in any Deposit Account or Securities Account not so required to
be subject to an Account Control Agreement and (iii) Instruments or
Certificated Securities received in connection with bankruptcy or reorganization
of suppliers and customers and in settlement of delinquent obligations of, and
other disputes with, customers and suppliers in the ordinary course of business
having individually a face amount of less than $1,000,000 in the case of
Instruments or Certificated Securities subject to this clause (iii)
(the Instruments and Certificated Securities described in clauses (i),
(ii) and (iii) above
constituting “Excepted
Instruments”)) to the Collateral Agent, appropriately indorsed to the
Collateral Agent; provided that so long as no  Event of Default shall
have occurred and be continuing, and except as required by any other Credit
Document, such Credit Party may (unless otherwise provided in Section 2.04(b))
retain for collection in the ordinary course of business any checks, drafts and
other Instruments received by it in the ordinary course of business, and the
Collateral Agent shall, promptly upon request of such Credit Party, make
appropriate arrangements for making any other Instrument or Certificated
Security pledged by such Credit Party available to it for purposes of
presentation, collection or renewal (any such arrangement to be effected, to the
extent deemed appropriate to the Collateral Agent, against a trust receipt or
like document).

       

      
        
           

        

        
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      Section
4.07           Collection of
Receivables.  Such
Credit Party shall use its commercially reasonable efforts to cause to be
collected from each Account Debtor, as and when due, any and all amounts owing
under or on account of each Receivable (including, without limitation,
Receivables which are delinquent, such Receivables to be collected in accordance
with lawful collection procedures) unless such Credit Party shall reasonably
determine in respect of any such Receivable that such efforts would be of
negligible economic value, and shall apply forthwith upon receipt thereof all
such amounts as are so collected to the outstanding balance of such
Receivable.  Such Credit Party shall not rescind or cancel any
indebtedness or obligation evidenced by any Receivable, modify, make adjustments
to, extend, renew, compromise or settle any material dispute, claim, suit or
legal proceeding relating to, or sell or assign, any Receivable, or interest
therein, without the prior written consent of the Collateral Agent, except that,
subject to the rights of the Collateral Agent and the Secured Parties hereunder
if an Event of Default shall have occurred and be continuing, such Credit Party
may allow as adjustments to amounts owing under its Receivables (i) an
extension or renewal of the time or times of payment, or settlement for less
than the total unpaid balance, which such Credit Party finds appropriate in
accordance with sound business judgment and (ii) a refund or credit due as
a result of returned or damaged merchandise, all in accordance with such Credit
Party’s ordinary course of business consistent with its historical collection
practices.  The costs and expenses (including, without limitation,
attorneys’ fees) of collection of Receivables, whether incurred by such Credit
Party or the Collateral Agent, shall be borne by the Credit
Parties.

       

      Section
4.08            Notification to
Account Debtors.  Upon
notification by the Collateral Agent following the occurrence and during the
continuance of an Actionable Event of Default (provided that in the case of an
Event of Default described in Section 10.1(f)
of the Credit Agreement, no such notice shall be required) such Credit Party
will promptly notify (and such Credit Party hereby authorizes the Collateral
Agent so to notify) each Account Debtor in respect of any Receivable that such
Collateral has been assigned to the Collateral Agent hereunder for the benefit
of the Secured Parties, and that any payments due or to become due in respect of
such Collateral are to be made directly to the Collateral Agent or its designee
in accordance with Section 2.04
hereof.

       

      
        
           

        

        
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      Section
4.09             Certificates of
Title.  Upon
the occurrence and during the continuance of an Event of Default and if
requested by the Collateral Agent, such Credit Party shall deliver to the
Collateral Agent any and all certificates of title, applications for title or
similar evidence of ownership of any Equipment constituting one or more titled
vehicles and shall cause the Collateral Agent to be named as lienholder on any
such certificate of title or other evidence of ownership.

       

      Section
4.10              Disposition of
Collateral.  Such
Credit Party will not sell, lease, exchange, license, assign or otherwise
dispose of, or grant any option with respect to, any Collateral or create or
suffer to exist any Lien (other than the Security Interests and Permitted Liens)
on any Collateral except that, subject to the rights of the Collateral Agent and
the Secured Parties hereunder if a Default or an Event of Default shall have
occurred and be continuing, such Credit Party may sell, lease, exchange,
license, assign, or otherwise dispose of, or grant options with respect to,
Collateral to the extent expressly permitted by the Credit Agreement, whereupon,
in the case of any such disposition, the Security Interests created hereby in
such item (but not in any Proceeds arising from such disposition) shall
cease immediately without any further action on the part of the Collateral
Agent.

       

      Section
4.11               Insurance.  Such
Credit Party will cause the Collateral Agent to be named as an insured party and
loss payee, effective at all times on and after the Closing Date, on each
insurance policy covering risks relating to any of its Inventory and
Equipment.  Each such insurance policy shall include effective waivers
by the insurer of all claims for insurance premiums against the Collateral Agent
and the Secured Parties, provide for coverage to the Collateral Agent for the
benefit of the Secured Parties regardless of the breach by such Credit Party of
any warranty or representation made therein, not be subject to co-insurance,
provide that all insurance proceeds in excess of $2,000,000 per claim shall be
adjusted with and payable to the Collateral Agent (for payment to the
Administrative Agent for application as required by Section 5.6 of
the Credit Agreement, if then in effect, or otherwise as contemplated by the
other Credit Documents) and provide that no cancellation, termination or
material modification thereof shall be effective until at least 30 days
after receipt by the Collateral Agent of notice thereof.  Such Credit
Party hereby appoints the Collateral Agent as its attorney-in-fact, effective
during the continuance of an Event of Default, to make proof of loss, claims for
insurance and adjustments with insurers, and to execute or endorse all
documents, checks or drafts in connection with payments made as a result of any
insurance policies.

       

      Such
Credit Party assumes all liability and responsibility in connection with the
Collateral acquired by it and the liability of such Credit Party to pay the
Finance Obligations shall in no way be affected or diminished by reason of the
fact that such Collateral may be lost, destroyed, stolen, damaged or for any
reason whatsoever unavailable to such Credit Party.

       

      Section
4.12                Information Regarding
Collateral.  Such
Credit Party will, promptly upon request, provide to the Collateral Agent all
information and evidence it may reasonably request concerning the Collateral to
enable the Collateral Agent to enforce the provisions of this
Agreement.

       

      
        
           

        

        
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      Section
4.13                 Covenants Regarding
Intellectual Property.  Except
in respect of subparagraphs (a),
(b), (c), (e) and (f) below where the
failure to do so could not reasonably be expected to have a Material Adverse
Effect:

       

      (a)           Such
Credit Party (either itself or through licensees) will, for each Patent, not do
any act, or omit to do any act, whereby any Patent which is material to the
conduct of such Credit Party’s business may become invalidated or dedicated to
the public, and shall continue to mark any products covered by a Patent with the
relevant patent number or indication that a Patent is pending as required by the
patent laws.

       

      (b)           Such
Credit Party (either itself or, if permitted by law, through its licensees or
its sublicensees) will, for each Trademark (i) maintain such Trademark in
full force free from any claim of abandonment or invalidity from non-use,
material alteration, naked licensing or genericide, (ii) maintain the
quality of products and services offered under such Trademark in a manner
substantially consistent with or better than the quality of such products and
services as of the date hereof, (iii) display such Trademark with proper
notice, including notice of federal registration to the extent permitted by
applicable law, (iv) not knowingly use or knowingly permit the use of such
Trademark in violation of any third party rights, (v) not permit any
assignment in gross of such Trademark and (vi) allow the Collateral Agent
and its designees the right, at any time and from time to time, to inspect such
Credit Party’s premises and to examine and observe such Credit Party’s books,
records and operations, including, without limitation, its quality control
processes, upon reasonable notice and at such reasonable times and as often as
may be reasonably requested.

       

      (c)           Such
Credit Party (either itself or through licensees) will, for each work covered by
a Copyright material to the conduct of its business, continue to publish,
reproduce, display, adopt and distribute the work with appropriate copyright
notice.

       

      (d)           Such
Credit Party shall promptly notify the Collateral Agent if it knows that any
Patent, Trademark or Copyright (or any application or registration relating
thereto) material to the conduct of its business may become abandoned or
dedicated to the public, or of any adverse determination or development
(including, without limitation, the institution of, or any such determination or
development in, any proceeding in the United States Patent and Trademark Office,
the United States Copyright Office or any court) regarding such Credit Party’s
ownership of any Patent, Trademark, Copyright or Software material to the
conduct of its business, its right to register the same or to keep, use or
maintain the same.

       

      (e)           Such
Credit Party will take all necessary steps to file, maintain and pursue each
material application relating to the Patents, Trademarks and/or Copyrights (and
to obtain the relevant grant or registration) and to preserve and maintain all
common law rights in any Trademarks and each registration of the Patents,
Trademarks and Copyrights in each instance which are material to the conduct of
its business, including filing and paying fees for applications for renewal,
reissues, divisions, continuations, continuations-in-part, affidavits of use,
affidavits of incontestability and maintenance, and, unless such Credit Party
shall reasonably determine that any such action would be of negligible economic
value, to initiate opposition, interference, reexamination and cancellation
proceedings against third parties.

       

      
        
           

        

        
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      (f)           If
any rights to any Patent, Trademark, Copyright, Software or License relating
thereto material to the conduct of its business is believed infringed,
misappropriated, breached or diluted by a third party, such Credit Party shall
notify the Collateral Agent promptly after it learns thereof and shall, unless
such Credit Party shall reasonably determine that any such action would be of
negligible economic value, promptly sue for infringement, misappropriation,
breach or dilution and to recover any and all damages for such infringement,
misappropriation or dilution, and take such other actions as such Credit Party
shall reasonably deem appropriate under the circumstances to protect such
Patent, Trademark, Copyright, Software or License.

       

      (g)           Within
30 days after the end of each fiscal quarter of the Company, each Credit
Party will (i) inform the Collateral Agent of all applications for Patents,
Trademarks or Copyrights filed during such fiscal quarter by such Credit Party
or by any agent, employee, licensee or delegate on its behalf with the United
States Patent and Trademark Office or the United States Copyright Office or any
office or agency in any political subdivision of the United States or in any
other country or any political subdivision thereof and (ii) upon reasonable
request of the Collateral Agent, execute any and all agreements, instruments,
documents and papers as the Collateral Agent may request to evidence the
Security Interests in such application, any resulting Patent, Trademark or
Copyright and the goodwill or accounts and general intangibles of such Credit
Party relating thereto or represented thereby, and such Credit Party hereby
appoints the Collateral Agent its attorney-in-fact to execute and file such
writings for the foregoing purposes.

       

      (h)           As
to all material Licenses (excluding non-exclusive Licenses of Software) entered
into after the date hereof with any third party licensor, such Credit Party will
use commercially reasonable and good faith efforts to obtain all requisite
consents or approvals by the licensor to effect the assignment of all of such
Credit Party’s right, title and interest thereunder to the Collateral Agent or
its designee and to effect the sub-license contemplated under Section 5.02(e)
upon and during the continuance of an Event of Default, and such Credit Party
shall provide immediate written notice to the Collateral Agent upon failure to
obtain any such consent or approval.

       

      (i)           Such
Credit Party shall take all actions (and cause all other Persons, including
licensees, to the extent such other Persons are subject to its control) which
are reasonably necessary or advisable to protect, preserve and confirm the
validity, priority, perfection or enforcement of the rights granted to the
Collateral Agent under this Agreement and give the Collateral Agent prompt
written notice if, after the date hereof, such Credit Party shall obtain rights
to any Trademarks, Patents or Copyrights, or enter into any new license
agreements regarding any of the foregoing, and such Credit Party hereby agrees
that the provisions of this Agreement shall automatically apply
thereto.  Such Credit Party will use commercially reasonable efforts
so as not to permit the inclusion in any contract or agreement governing or
relating to any Trademarks, Patents or Copyrights obtained after the date hereof
or any license agreements entered into after the date hereof relating to any of
the foregoing of any provisions that could or might in any way impair or prevent
the creation of a security interest in, or the assignment of, such Credit
Party’s rights and interests therein.  Such Credit Party will, upon
request of the Collateral Agent, execute any and all agreements, instruments,
documents and papers as the Collateral Agent may request to evidence the
Security Interests in any Patent, Trademark or Copyright (or application
therefor) and the goodwill or accounts and general intangibles of such Credit
Party relating thereto or represented thereby, and such Credit Party hereby
appoints the Collateral Agent its attorney-in-fact to execute and file such
writings for the foregoing purposes.

       

      
        
           

        

        
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      Section
4.14         Deposit Accounts and
Securities Accounts.  On
or prior to the date which is 60 days after the Closing Date, each Credit
Party shall deliver to the Collateral Agent a fully executed Account Control
Agreement with respect to each of its Deposit Accounts and Securities Accounts
(other than Exempt Deposit Accounts).  From and after the 60th day
following the Closing Date, no Credit Party shall establish or permit to exist
any Deposit Account (other than Exempt Deposit Accounts) or any Securities
Account (except any such account maintained with the Collateral Agent or
constituting Collateral Accounts) without promptly delivering to the Collateral
Agent a fully executed Account Control Agreement with respect to such
account.  Subject to Section 2.04(b)
hereof and the rights of the Collateral Agent under Article V
hereof, from and after the 60th day following the date hereof each Credit Party
shall cause all Proceeds of Collateral hereunder to be deposited in an Exempt
Deposit Account, a Deposit Account maintained with the Collateral Agent or a
Deposit Account with respect to which an effective Account Control Agreement
(executed and delivered in accordance with the provisions hereof) has been
delivered to the Collateral Agent.

       

      Section
4.15          Electronic Chattel
Paper.  Such
Credit Party shall create, store and otherwise maintain all records comprising
electronic Chattel Paper in a manner such that:  (i) a single
authoritative copy of each such record exists which is unique, identifiable and,
except as provided in clause (iv)
below, unalterable, (ii) the authoritative copy of each such record shall
identify the Collateral Agent as the assignee thereof, (iii) the
authoritative copy of each such record is communicated to and maintained by the
Collateral Agent or its designee, (iv) copies or revisions that add or
change any assignees of such record can be made only with the participation of
the Collateral Agent, (v) each copy (other than the authoritative copy) of
such record is readily identifiable as a copy and (vi) any revision of the
authoritative copy of such record is readily identifiable as an authorized or
unauthorized revision.

       

      Section
4.16           Claims.  In
the event any Claim constituting a commercial tort claim in excess of $5,000,000
arises or otherwise becomes known after the date hereof, the applicable Credit
Party will deliver to the Collateral Agent a supplement to Schedule 1.01
hereto describing such Claim and expressly subjecting such Claim, all Judgments
and/or Settlements with respect thereto and all Proceeds thereof to the Security
Interests hereunder.

       

      Section
4.17            Letter-of-Credit-Rights.  If
any Letter-of-Credit Rights are hereafter acquired by any Credit Party, the
applicable Credit Party will deliver or cause to be delivered to the Collateral
Agent a fully executed consent with respect thereto substantially in the form of
Exhibit E
hereto or in such other form as shall be reasonably acceptable to the Collateral
Agent.  Absent the occurrence and continuance of an Event of Default,
the provisions of this Section 4.17
shall not apply to (i) Letter of Credit Rights arising in respect of
letters of credit having a face or stated amount of less than $2,000,000 or
(ii) letters of credit in respect of which a Credit Party, after diligently
using commercially reasonable and good faith efforts, fails to obtain from the
issuer of such letter of credit the consent contemplated by the preceding
sentence.

       

      
        
           

        

        
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      ARTICLE
V

      GENERAL
AUTHORITY; REMEDIES

       

      Section
5.01             General
Authority.  Each
Credit Party hereby irrevocably appoints the Collateral Agent and any officer or
agent thereof as its true and lawful attorney-in-fact, with full power of
substitution, in the name of such Credit Party, the Collateral Agent, the
Secured Parties or otherwise, for the sole use and benefit of the Collateral
Agent and the Secured Parties, but at such Credit Party’s expense, to the extent
permitted by law, to exercise at any time and from time to time while an Event
of Default has occurred and is continuing all or any of the following powers
with respect to all or any of the Collateral, all acts of such attorney being
hereby ratified and confirmed; such power, being coupled with an interest, is
irrevocable until the Discharge of Finance Obligations and until there is no
commitment by any Secured Parties to make further advances, incur obligations or
otherwise give value:

       

      (i)           to
take any and all appropriate action and to execute any and all documents and
instruments which may be necessary or desirable to carry out the terms of this
Agreement;

       

      (ii)           to
receive, take, indorse, assign and deliver any and all checks, notes, drafts,
acceptances, documents and other negotiable and non-negotiable Instruments taken
or received by such Credit Party as, or in connection with,
Collateral;

       

      (iii)           to
accelerate any Receivable which may be accelerated in accordance with its terms,
and to otherwise demand, sue for, collect, receive and give acquittance for any
and all monies due or to become due on or by virtue of any
Collateral;

       

      (iv)           to
commence, settle, compromise, compound, prosecute, defend or adjust any Claim,
suit, action or proceeding with respect to, or in connection with, the
Collateral;

       

      (v)           to
sell, transfer, assign or otherwise deal in or with the Collateral or the
Proceeds or avails thereof, including, without limitation, for the
implementation of any assignment, lease, License, sublicense, grant of option,
sale or other disposition of any Patent, Trademark, Copyright or Software or any
action related thereto, as fully and effectually as if the Collateral Agent were
the absolute owner thereof;

       

      (vi)           to
extend the time of payment of any or all of the Collateral and to make any
allowance and other adjustments with respect thereto; and

       

      
        
           

        

        
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      (vii)           to
do, at its option, but at the expense of such Credit Party, at any time or from
time to time, all acts and things which the Collateral Agent deems necessary to
protect or preserve the Collateral and to realize upon the
Collateral.

       

      Section
5.02               Remedies upon Event of
Default.  (a)  If
any Event of Default has occurred and is continuing, the Collateral Agent, upon
being instructed to do so by the Required Lenders, may, in addition to all other
rights and remedies granted to it in this Agreement and in any other agreement
securing, evidencing or relating to the Finance Obligations (including, without
limitation, the right to give instructions or a notice of sole control under an
Account Control Agreement):  (i) exercise on behalf of the
Secured Parties all rights and remedies of a secured party under the UCC
(whether or not in effect in the jurisdiction where such rights are exercised)
and, in addition, (ii) without demand of performance or other demand or
notice of any kind (except as herein provided or as may be required by mandatory
provisions of law) to or upon any Credit Party or any other Person (all of which
demands and/or notices are hereby waived by each Credit Party),
(A) withdraw all cash and Liquid Investments in the Collateral Accounts and
apply such cash and Liquid Investments and other cash, if any, then held by it
as Collateral as specified in Section 5.04,
(B) give notice and take sole possession and control of all amounts on
deposit in or credited to any Deposit Account or Securities Account pursuant to
the related Account Control Agreement and apply all such funds as specified in
Section 5.04 and
(C) if there shall be no such cash, Liquid Investments or other amounts or
if such cash, Liquid Investments and other amounts shall be insufficient to pay
all the Finance Obligations in full or cannot be so applied for any reason or if
the Collateral Agent determines to do so, collect, receive, appropriate and
realize upon the Collateral and/or sell, assign, give an option or options to
purchase or otherwise dispose of and deliver the Collateral (or contract to do
so) or any part thereof at public or private sale, at any office of the
Collateral Agent or elsewhere in such manner as is commercially reasonable and
as the Collateral Agent may deem best, for cash, on credit or for future
delivery, without assumption of any credit risk and at such price or prices as
the Collateral Agent may deem satisfactory.

       

      (b)           If
any Event of Default has occurred and is continuing, the Collateral Agent shall
give each Credit Party not less than 10 days’ prior notice of the time and
place of any sale or other intended disposition of any of the Collateral, except
any Collateral which is perishable or threatens to decline speedily in value or
is of a type customarily sold on a recognized market.  Any such notice
shall (i) in the case of a public sale, state the time and place fixed for
such sale, (ii) in the case of a private sale, state the day after which
such sale may be consummated, (iii) contain the information specified in
Section 9-613 of the UCC, (iv) be authenticated and (v) be sent
to the parties required to be notified pursuant to Section 9-611(c) of the
UCC; provided
that, if the Collateral Agent fails to comply with this sentence in any respect,
its liability for such failure shall be limited to the liability (if any)
imposed on it as a matter of law under the UCC.  The Collateral Agent
and each Credit Party agree that such notice constitutes reasonable notification
within the meaning of Section 9-611 of the UCC.  Except as
otherwise provided herein, each Credit Party hereby waives, to the extent
permitted by applicable law, notice and judicial hearing in connection with the
Collateral Agent’s taking possession or disposition of any of the
Collateral.

       

      
        
           

        

        
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      (c)           The
Collateral Agent or any Secured Party may be the purchaser of any or all of the
Collateral so sold at any public sale (or, if the Collateral is of a type
customarily sold in a recognized market or is of a type which is the subject of
widely distributed standard price quotations, at any private
sale).  Each Credit Party will execute and deliver such documents and
take such other action as the Collateral Agent deems necessary or advisable in
order that any such sale may be made in compliance with law.  Upon any
such sale, the Collateral Agent shall have the right to deliver, assign and
transfer to the purchaser thereof the Collateral so sold.  Each
purchaser at any such sale shall hold the Collateral so sold to it absolutely
and free from any claim or right of whatsoever kind.  Any such public
sale shall be held at such time or times within ordinary business hours and at
such place or places as the Collateral Agent may fix in the notice of such
sale.  At any such sale, the Collateral may be sold in one lot as an
entirety or in separate parcels, as the Collateral Agent may
determine.  The Collateral Agent shall not be obligated to make any
such sale pursuant to any such notice.  The Collateral Agent may,
without notice or publication, adjourn any public or private sale or cause the
same to be adjourned from time to time by announcement at the time and place
fixed for the sale, and such sale may be made at any time or place to which the
same may be so adjourned without further notice.  In the case of any
sale of all or any part of the Collateral on credit or for future delivery, the
Collateral so sold may be retained by the Collateral Agent until the selling
price is paid by the purchaser thereof, but the Collateral Agent shall not incur
any liability in the case of the failure of such purchaser to take up and pay
for the Collateral so sold and, in the case of any such failure, such Collateral
may again be sold upon like notice.

       

      (d)           For
the purpose of enforcing any and all rights and remedies under this Agreement,
the Collateral Agent may, if any Event of Default has occurred and is
continuing, (i) require each Credit Party to, and each Credit Party agrees
that it will, at its expense and upon the request of the Collateral Agent,
forthwith assemble, store and keep all or any part of the Collateral as directed
by the Collateral Agent and make it available at a place designated by the
Collateral Agent which is, in the Collateral Agent’s opinion, reasonably
convenient to the Collateral Agent and such Credit Party, whether at the
premises of such Credit Party or otherwise, it being understood that such Credit
Party’s obligation so to deliver the Collateral is of the essence of this
Agreement and that, accordingly, upon application to a court of equity having
jurisdiction, the Collateral Agent shall be entitled to a decree requiring
specific performance by such Credit Party of such obligation; (ii) to the
extent permitted by applicable law, enter, with or without process of law and
without breach of the peace, any premise where any of the Collateral is or may
be located, and without charge or liability to any Credit Party, seize and
remove such Collateral from such premises; (iii) have access to and use
such Credit Party’s books and records relating to the Collateral; and
(iv) prior to the disposition of the Collateral, store or transfer it
without charge in or by means of any storage or transportation facility owned or
leased by such Credit Party, process, repair or recondition it or otherwise
prepare it for disposition in any manner and to the extent the Collateral Agent
deems appropriate and, in connection with such preparation and disposition, use
without charge any Intellectual Property or technical process used by such
Credit Party.  The Collateral Agent may also render any or all of the
Collateral unusable at any Credit Party’s premises and may dispose of such
Collateral on such premises without liability for rent or costs.

       

      
        
           

        

        
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      (e)           Without
limiting the generality of the foregoing, if any Event of Default  has
occurred and is continuing:

       

      (i)           the
Collateral Agent may, subject to the express terms of any valid and enforceable
restriction in favor of a Person who is not a Group Company that prohibits, or
requires any consent or establishes any other conditions for, an assignment
thereof, license, or sublicense, whether general, special or otherwise, and
whether on an exclusive or non-exclusive basis, any Patents, Trademarks or
Copyrights included in the Collateral throughout the world for such term or
terms, on such conditions and in such manner as the Collateral Agent shall in
its sole discretion determine;

       

      (ii)           the
Collateral Agent may (without assuming any obligations or liability thereunder),
at any time and from time to time, enforce (and shall have the exclusive right
to enforce) against any Licensee or sublicensee all rights and remedies of any
Credit Party in, to and under any License and take or refrain from taking any
action under any provision thereof, and each Credit Party hereby releases the
Collateral Agent and each of the Secured Parties from, and agrees to hold the
Collateral Agent and each of the Secured Parties free and harmless from and
against any claims arising out of, any lawful action so taken or omitted to be
taken with respect thereto;

       

      (iii)           upon
request by the Collateral Agent, each Credit Party will use its commercially
reasonable efforts to obtain all requisite consents or approvals by the licensor
or sublicensor of each License to effect the assignment of all of such Credit
Party’s right, title and interest thereunder to the Collateral Agent or its
designee and will execute and deliver to the Collateral Agent a power of
attorney, in form and substance reasonably satisfactory to the Collateral Agent,
for the implementation of any lease, assignment, License, sublicense, grant of
option, sale or other disposition of a Patent, Trademark or Copyright;
and

       

      (iv)           the
Collateral Agent may direct each Credit Party to refrain, in which event each
such Credit Party shall refrain, from using or practicing any Trademark, Patent
or Copyright in any manner whatsoever, directly or indirectly, and shall, if
requested by the Collateral Agent, change such Credit Party’s name to eliminate
therefrom any use of any Trademark and will execute such other and further
documents as the Collateral Agent may request to further confirm this change and
transfer ownership of the Trademarks, Patents, Copyrights and registrations and
any pending applications therefor to the Collateral Agent.

       

      (f)           In
the event of any disposition following the occurrence and during the continuance
of any Event of Default of any Patent, Trademark or Copyright pursuant to this
Article V,
each Credit Party shall supply its know-how and expertise relating to the
manufacture and sale of the products or services bearing Trademarks or the
products, services or works made or rendered in connection with or under
Patents, Trademarks or Copyrights, and its customer lists and other records
relating to such Patents, Trademarks or Copyrights and to the distribution of
said products, services or works, to the Collateral Agent.

       

      
        
           

        

        
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      (g)           If
any Event of Default has occurred and is continuing, the Collateral Agent,
instead of exercising the power of sale conferred upon it pursuant to this Section 5.02,
may proceed by a suit or suits at law or in equity to foreclose the Security
Interests and sell the Collateral, or any portion thereof, under a judgment or
decree of a court or courts of competent jurisdiction, and may in addition
institute and maintain such suits and proceedings as the Collateral Agent may
deem appropriate to protect and enforce the rights vested in it by this
Agreement.

       

      (h)           If
any Event of Default has occurred and is continuing, the Collateral Agent shall,
to the extent permitted by applicable law, without notice to any Credit Party or
any party claiming through any Credit Party, without regard to the solvency or
insolvency at such time of any Person then liable for the payment of any of the
Finance Obligations, without regard to the then value of the Collateral and
without requiring any bond from any complainant in such proceedings, be entitled
as a matter of right to the appointment of a receiver or receivers (who may be
the Collateral Agent) of the Collateral or any part thereof, and of the profits,
revenues and other income thereof, pending such proceedings, with such powers as
the court making such appointment shall confer, and to the entry of an order
directing that the profits, revenues and other income of the property
constituting the whole or any part of the Collateral be segregated, sequestered
and impounded for the benefit of the Collateral Agent and the Secured Parties,
and each Credit Party irrevocably consents to the appointment of such receiver
or receivers and to the entry of such order.

       

      (i)           Each
Credit Party agrees, to the extent it may lawfully do so, that it will not at
any time in any manner whatsoever claim or take the benefit or advantage of, any
appraisal, valuation, stay, extension, moratorium, turnover or redemption law,
or any law permitting it to direct the order in which the Collateral shall be
sold, now or at any time hereafter in force which may delay, prevent or
otherwise affect the performance or enforcement of this Agreement, and each
Credit Party hereby waives all benefit or advantage of all such
laws.  Each Credit Party covenants that it will not hinder, delay or
impede the execution of any power granted to the Collateral Agent, the
Administrative Agent or any other Secured Party in any Finance
Document.

       

      (j)           Each
Credit Party, to the extent it may lawfully do so, on behalf of itself and all
who claim through or under it, including, without limitation, any and all
subsequent creditors, vendees, assignees and lienors, waives and releases all
rights to demand or to have any marshalling of the Collateral upon any sale,
whether made under any power of sale granted herein or pursuant to judicial
proceedings or under any foreclosure or any enforcement of this Agreement, and
consents and agrees that all of the Collateral may at any such sale be offered
and sold as an entirety.

       

      (k)           Each
Credit Party waives, to the extent permitted by law, presentment, demand,
protest and any notice of any kind (except the notices expressly required
hereunder or in the other Finance Documents) in connection with this Agreement
and any action taken by the Collateral Agent with respect to the
Collateral.

       

      Section
5.03          Limitation on Duty of
Collateral Agent in Respect of Collateral.  Beyond
the exercise of reasonable care in the custody thereof, neither the Collateral
Agent nor the Secured Parties shall have any duty to exercise any rights or take
any steps to preserve the rights of any Credit Party in the Collateral in its or
their possession or control or in the possession or control of any agent or
bailee or any income thereon or as to the preservation of rights against prior
parties or any other rights pertaining thereto, nor shall the Collateral Agent
or any Secured Party be liable to any Credit Party or any other Person for
failure to meet any obligation imposed by Section 9-207 of the UCC or any
successor provision.  Each Credit Party agrees that the Collateral
Agent shall at no time be required to, nor shall the Collateral Agent be liable
to any Credit Party for any failure to, account separately to any Credit Party
for amounts received or applied by the Collateral Agent from time to time in
respect of the Collateral pursuant to the terms of this
Agreement.  Without limiting the foregoing, the Collateral Agent shall
be deemed to have exercised reasonable care in the custody and preservation of
the Collateral in its possession if the Collateral is accorded treatment
substantially equal to that which the Collateral Agent accords its own property,
and shall not be liable or responsible for any loss or damage to any of the
Collateral, or for any diminution in the value thereof, by reason of the act or
omission of any warehouseman, carrier, forwarding agency, consignee or other
agent or bailee selected by the Collateral Agent in good faith.

       

      
        
           

        

        
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      Section
5.04           Application of
Proceeds.  (a)  Priority of
Distributions.  The proceeds of any sale of, or other
realization upon, all or any part of the Collateral and any cash held in the
Collateral Accounts and any other amounts received on account of its Finance
Obligations shall be applied in the following order:

       

      FIRST, to
payment of that portion of the Obligations constituting fees, indemnities,
expenses and other amounts (including fees, charges and disbursements of counsel
to the Administrative Agent and amounts payable under the Credit Agreement)
payable to the Administrative Agent or the Collateral Agent in their respective
capacities as such;

       

      SECOND, to
payment of that portion of the Obligations constituting fees, indemnities and
other amounts (other than principal, interest and Letter of Credit Fees) payable
to the Lenders and the Issuing Lender (including fees, charges and disbursements
of counsel to the respective Lenders and the Issuing Lender (including fees and
time charges for attorneys who may be employees of any Lender or the Issuing
Lender) under the Credit Documents, ratably among them in proportion to the
respective amounts described in this clause Second payable
to them;

       

      THIRD, to
payment of that portion of the Obligations constituting accrued and unpaid
Letter of Credit fees and interest on the Loans, Revolving L/C Obligations and
other Obligations, ratably among the Lenders and the Issuing Lender in
proportion to the respective amounts described in this clause Third payable
to them;

       

      FOURTH, to
payment of that portion of the Finance Obligations constituting unpaid principal
of the Loans, Revolving L/C Obligations and amounts owing under Swap Contracts
and Cash Management Agreements, ratably among the Lenders, the Issuing Lender,
the Hedge Banks and the Cash Management Banks in proportion to the respective
amounts described in this clause Fourth held by
them;

       

      
        
           

        

        
          32

          
            

          

        

        
           

        

      

      FIFTH, to
the Administrative Agent for the account of the Issuing Lender, to Cash
Collateralize the aggregate undrawn amount of Letters of Credit;
and

       

      LAST, the
balance, if any, remaining after the Discharge of Finance Obligations, to the
Company or as otherwise required by law.

       

      Amounts
used to Cash Collateralize the aggregate undrawn amount of Letters of Credit
pursuant to clause
Fifth above shall be applied to satisfy drawings under such Letters of
Credit as they occur.  If any amount remains on deposit as Cash
Collateral after all Letters of Credit have either been fully drawn or expired,
such remaining amount shall be applied to the other Finance Obligations, if any,
in the order set forth above.  The Collateral Agent may make
distributions hereunder in cash or in kind or, on a ratable basis, in any
combination thereof.

       

      (b)           Distributions with Respect
to Letters of Credit.  Each of the Credit Parties and the
Secured Parties agrees and acknowledges that if (after all outstanding Loans and
L/C Disbursements have been paid in full) the Lenders are to receive a
distribution on account of undrawn amounts with respect to Letters of Credit
issued (or deemed issued) under the Credit Agreement, such amounts shall be
deposited in the L/C Cash Collateral Account as cash security for the repayment
of Obligations owing to the Lenders as such.  Upon termination of all
outstanding Letters of Credit, all of such cash security shall be applied to the
remaining Obligations of the Lenders as such.  If there remains any
excess cash security, such excess cash shall be withdrawn by the Collateral
Agent from the L/C Cash Collateral Account and distributed in accordance with
Section 5.04(a)
hereof.

       

      (c)           Reliance by Collateral
Agent.  For purposes of applying payments received in
accordance with this Section 5.04,
the Collateral Agent shall be entitled to rely upon (i) the Administrative
Agent under the Credit Agreement and (ii) the authorized representative
(each, a “Representative”) for
the Hedge Banks and Cash Management Banks, as applicable, for a determination
(which the Administrative Agent, each Representative for any Hedge Bank or Cash
Management Bank and the Secured Parties agree (or shall agree) to provide upon
request of the Collateral Agent) of the outstanding Obligations, Swap
Obligations, and Cash Management Obligations owed to the Secured Parties, and
shall have no liability to any Credit Party or any other Secured Party for
actions taken in reliance on such information except in the case of its gross
negligence or willful misconduct.  Unless it has actual knowledge
(including by way of written notice from a Hedge Bank or Cash Management Bank)
to the contrary, the Collateral Agent, in acting hereunder, shall be entitled to
assume that no Swap Contracts or Cash Management Agreements are in
existence.  All distributions made by the Collateral Agent pursuant to
this Section shall be presumptively correct (except in the event of manifest
error), and the Collateral Agent shall have no duty to inquire as to the
application by the Secured Parties of any amounts distributed to
them.

       

      (d)           Deficiencies.  It
is understood that the Credit Parties shall remain liable to the extent of any
deficiency between the amount of the proceeds of the Collateral and the amount
of the Finance Obligations.

       

      
        
           

        

        
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      ARTICLE
VI

      COLLATERAL
AGENT

       

      Section
6.01         Concerning the Collateral
Agent.  The
provisions of Article XI of
the Credit Agreement shall inure to the benefit of the Collateral Agent in
respect of this Agreement and shall be binding upon all Credit Parties and all
Secured Parties and upon the parties hereto in such respect.  In
furtherance and not in derogation of the rights, privileges and immunities of
the Collateral Agent therein set forth:

       

      The
Collateral Agent is authorized to take all such actions as are provided to be
taken by it as Collateral Agent hereunder and all other action reasonably
incidental thereto.  As to any matters not expressly provided for
herein (including, without limitation, the timing and methods of realization
upon the Collateral), the Collateral Agent shall act or refrain from acting in
accordance with written instructions from the Required Lenders or, in the
absence of such instructions or provisions, in accordance with its
discretion.

       

      The
Collateral Agent shall not be responsible for the existence, genuineness or
value of any of the Collateral or for the validity, perfection, priority or
enforceability of the Security Interests in any of the Collateral, whether
impaired by operation of law or by reason of any action or omission to act on
its part hereunder unless such action or omission constitutes gross negligence
or willful misconduct.  The Collateral Agent shall have no duty to
ascertain or inquire as to the performance or observance of any of the terms of
this Agreement by any Credit Party.

       

      Section
6.02          Appointment of Co-Collateral
Agent.  At
any time or times, in order to comply with any legal requirement in any
jurisdiction, the Collateral Agent may in consultation with the Company and,
unless an Event of Default shall have occurred and be continuing, with the
consent of the Company (not to be unreasonably withheld or delayed) appoint
another bank or trust company or one or more other persons, either to act as
co-agent or co-agents, jointly with the Collateral Agent, or to act as separate
agent or agents on behalf of the Secured Parties with such power and authority
as may be necessary for the effectual operation of the provisions hereof and may
be specified in the instrument of appointment (which may, in the discretion of
the Collateral Agent, include provisions for the protection of such co-agent or
separate agent similar to the provisions of Section 6.01).  Notwithstanding
any such appointment but only to the extent not inconsistent with such legal
requirements or, in the reasonable judgment of the Collateral Agent, not unduly
burdensome to it or any such co-agent, each Credit Party shall, so long as no
Event of Default shall have occurred and be continuing, be entitled to deal
solely and directly with the Collateral Agent rather than any such co-agent in
connection with the Collateral Agent’s rights and obligations under this
Agreement.

       

      ARTICLE
VII

      MISCELLANEOUS

       

      Section
7.01           Notices.  (a)  Unless
otherwise expressly provided herein, all notices, and other communications
provided for hereunder shall be in writing (including by facsimile transmission)
and mailed, faxed or delivered, to the address, facsimile number or (subject to
subsection (b)
below) electronic mail address specified for notices:  (i) in the
case of the Company, the Administrative Agent or any Lender, as specified in or
pursuant to Section 12.2 of
the Credit Agreement; (ii) in the case of the Collateral Agent, as set
forth in the signature pages hereto; (iii) in the case of any Hedge Bank,
as set forth in any applicable Swap Contract (iv) in the  case of
any Cash Management Bank, as set forth in any applicable Cash Management
Agreement; or (v) in the case of any party, at such other address as shall
be designated by such party in a notice to the Collateral Agent and each other
party hereto.  All such notices and other communications shall be
deemed to be given or made upon the earlier to occur
of:  (i) actual receipt by the intended recipient and (ii)
(A) if delivered by hand or by courier, when signed for by the intended
recipient; (B) if delivered by mail, four Business Days after deposit in
the mails, postage prepaid; (C) if delivered by facsimile transmission,
when sent and receipt has been confirmed by telephone; and (D) if delivered
by electronic mail (which form of delivery is subject to the provisions of subsection (b)
below), when delivered.  Rejection or refusal to accept, or the
inability to deliver because of a changed address of which no notice was given,
shall not affect the validity of notice given in accordance with this
Section.

       

      
        
           

        

        
          34

          
            

          

        

        
           

        

      

      (b)           Except
as expressly provided herein or as may be agreed by the Administrative Agent in
its sole discretion, electronic mail and internet and intranet websites may be
used only to distribute routine communications, such as financial statements and
other information, and to distribute Credit Documents for execution by the
parties thereto, to distribute executed Credit Documents in Adobe PDF format and
may not be used for any other purpose.

       

      Section
7.02            No Waivers; Non-Exclusive
Remedies.  No
failure or delay on the part of the Collateral Agent or any Secured Party to
exercise, no course of dealing with respect to, and no delay in exercising, any
right, power or privilege under this Agreement or any other Finance Document or
any other document or agreement contemplated hereby or thereby and no course of
dealing between the Collateral Agent or any Secured Party and any of the Credit
Parties shall operate as a waiver thereof nor shall any single or partial
exercise of any such right, power or privilege hereunder or under any Finance
Document preclude any other or further exercise thereof or the exercise of any
other right, power or privilege hereunder or thereunder.  The rights
and remedies provided herein and in the other Finance Documents are cumulative
and are not exclusive of any other remedies provided by law.  Without
limiting the foregoing, nothing in this Agreement shall impair the right of any
Secured Party to exercise any right of set-off or counterclaim it may have and
to apply the amount subject to such exercise to the payment of indebtedness of
any Credit Party other than its indebtedness under the Finance
Documents.  Each Credit Party agrees, to the fullest extent it may
effectively do so under applicable law, that any holder of a participation in a
Finance Obligation, whether or not acquired pursuant to the terms of any
applicable Finance Document, may exercise rights of set-off or counterclaim or
other rights with respect to such participation as fully as if such holder of a
participation were a direct creditor of the Credit Party in the amount of such
participation.

       

      Section
7.03             Compensation and Expenses of
the Collateral Agent; Indemnification.  (a)  Expenses.  The
Credit Parties, jointly and severally, agree (i) to pay or reimburse the
Collateral Agent for all out-of-pocket costs and expenses incurred in connection
with the preparation, negotiation and execution of this Agreement and any
amendment, waiver, consent or other modification of the provisions hereof
(whether or not the transactions contemplated hereby are consummated), and the
consummation of the transactions contemplated hereby, including all fees,
disbursements and other charges of Fried, Frank, Harris, Shriver & Jacobson
LLP, counsel for the Collateral Agent, (ii) to pay or reimburse the
Collateral Agent and the other Secured Parties for all taxes which the
Collateral Agent or any Secured Party may be required to pay by reason of the
security interests granted in the Collateral (including any applicable transfer
taxes) or to free any of the Collateral from the lien thereof and (iii) to
pay or reimburse each Agent, any Representative of one or more Hedge Banks or
Cash Management Banks and each other Secured Party for all reasonable costs and
expenses incurred in connection with the enforcement, attempted enforcement or
preservation of any rights and remedies under this Agreement (including all such
costs and expenses incurred during any “workout” or restructuring in respect of
the Finance Obligations and during any legal proceeding, including any
proceeding under any Debtor Relief Law), including all reasonable fees and
disbursements of counsel (including the allocated charges of internal counsel.
The foregoing costs and expenses shall include all search, filing, recording,
title insurance and appraisal charges and fees and taxes related thereto, and
other out-of-pocket expenses incurred by any Agent and the costs of independent
public accountants and other outside experts retained by or on behalf of the
Agents and the Secured Parties.  The agreements in this Section 7.03(a)
shall survive the termination of the Commitments, Swap Contracts, and Cash
Management Agreements and repayment of all Finance Obligations.

       

      
        
           

        

        
          35

          
            

          

        

        
           

        

      

      (b)           Protection of
Collateral.  If any Credit Party fails to comply with the
provisions of  any Finance Document, such that the value of any
Collateral or the validity, perfection, rank or value of any Security Interest
is thereby diminished or potentially diminished or put at risk, the Collateral
Agent may, but shall not be required to, effect such compliance on behalf of
such Credit Party, and the Credit Parties shall reimburse the Collateral Agent
for the costs thereof within five Business Days of an invoice
therefor.  All insurance expenses and all expenses of protecting,
storing, warehousing, appraising, handling, maintaining and shipping the
Collateral, any and all excise, property, sales and use taxes imposed by any
state, federal or local authority on any of the Collateral, or in respect of
periodic appraisals and inspections of the Collateral, or in respect of the sale
or other disposition thereof shall be borne and paid by the Credit
Parties.  If any Credit Party fails to promptly pay any portion
thereof when due, the Collateral Agent may, at its option, but shall not be
required to, pay the same and charge the Credit Parties’ account therefor, and
the Credit Parties agree to reimburse the Collateral Agent therefor on
demand.  All sums so paid or incurred by the Collateral Agent for any
of the foregoing and any and all other sums for which any Credit Party may
become liable hereunder and all costs and expenses (including attorneys’ fees,
legal expenses and court costs) reasonably incurred by the Collateral Agent or
any Secured Party in enforcing or protecting the Security Interests or any of
their rights or remedies under this Agreement, shall, together with interest
thereon until paid at the rate applicable to interest at the highest rate
applicable under the Credit Documents in respect of overdue obligations, be
additional Finance Obligations hereunder.

       

      (c)           Indemnification.  Each
Credit Party, jointly and severally, agrees to indemnify, save and hold harmless
the Collateral Agent, the Representatives, each other Secured Party and their
respective Affiliates, directors, officers, employees, counsel, agents and, in
the case of any Lender which is (or will be) engaged in making, purchasing,
holding or otherwise investing in commercial loans and similar extensions of
credit in the ordinary course of its activities, trustees, advisors and
attorneys-in-fact and their respective successors and assigns (collectively, the
“Indemnitees”)
from and against:  (i) any and all claims, demands, actions or
causes of action that may at any time (including at any time following payment
in full of the Finance Obligations and the resignation or removal of any Agent
or Representative or the replacement of any Lender) be asserted or imposed
against any Indemnitee, arising out of or in any way relating to or arising out
of the manufacture, ownership, ordering, purchasing, delivery, control,
acceptance, lease, financing, possession, operation, condition, sale, return or
other disposition or use of the Collateral (including, without limitation,
latent or other defects, whether or not discoverable), the violation of the laws
of any country, state or other Governmental Authority, or any tort (including,
without limitation, any claims, arising or imposed under the doctrine of strict
liability, or for or on account of injury to or the death of any Person
(including any Indemnitee), or property damage) or contract claim; (ii) any
administrative or investigative proceeding by any Governmental Authority arising
out of or related to a claim, demand, action or cause of action described in
clause (i)
above; and (iii) any and all liabilities (including liabilities under
indemnities), losses, costs or expenses (including fees and disbursements of
counsel) that any Indemnitee suffers or incurs as a result of the assertion of
any foregoing claim, demand, action or cause of action or proceeding, or as a
result of the preparation of any defense in connection with any foregoing claim,
demand, action or cause of action or proceeding, in all cases, and whether or
not an Indemnitee is a party to such claim, demand, action or cause of action,
or proceeding; provided that no
Indemnitee shall be entitled to indemnification for any claim to the extent such
claim is determined by a court of competent jurisdiction in a final
non-appealable judgment to have been caused by its own gross negligence or
willful misconduct.  In the case of an investigation, litigation or
other proceeding to which the indemnity in this Section 7.03(c)
applies, such indemnity shall be effective whether or not such investigation,
litigation or proceeding is brought by any Credit Party, its directors,
shareholders or creditors or an Indemnitee or any other Person or any Indemnitee
is otherwise a party thereto and whether or not the transactions contemplated
hereby are consummated.  Without prejudice to the survival of any
other agreement of the Credit Parties hereunder and under the other Finance
Documents, the agreements and obligations of the Credit Parties contained in
this Section 7.03(c)
shall survive the repayment of the Loans and other obligations under the Credit
Documents and the termination of the Commitments.  Any amounts paid by
any Indemnitee as to which such Indemnitee has a right to reimbursement
hereunder shall constitute Finance Obligations.

       

      
        
           

        

        
          36

          
            

          

        

        
           

        

      

      (d)           Contribution.  If
and to the extent that the obligations of any Credit Party under this Section 7.03 are
unenforceable for any reason, each Credit Party hereby agrees to make the
maximum contribution to the payment and satisfaction of such obligations which
is permissible under applicable law.

       

      Section
7.04          Enforcement.  The
Secured Parties agree that this Agreement may be enforced only by the action of
the Collateral Agent, acting upon the instructions of the Required Lenders (or,
after the date on which all Obligations have been paid in full and all
Commitments with respect thereto terminated, the holders of at least 51% of the
outstanding Swap Obligations and Cash Management Obligations, as the case may
be) and that no other Secured Party shall have any right individually to seek to
enforce this Agreement or to realize upon the security to be granted hereby, it
being understood and agreed that such rights and remedies may be exercised by
the Collateral Agent (or, after the date on which all Obligations have been paid
in full and all Commitments with respect thereto terminated, the holders of at
least 51% of the outstanding Swap Obligations and Cash Management Obligations,
as the case may be), for the benefit of the Secured Parties upon the terms of
this Agreement and the other Finance Documents.

       

      
        
           

        

        
          37

          
            

          

        

        
           

        

      

      Section
7.05           Amendments and
Waivers.  Any
provision of this Agreement may be amended, changed, discharged, terminated or
waived if, but only if, such amendment or waiver is in writing and is signed by
each Credit Party directly affected by such amendment, change, discharge,
termination or waiver (it being understood that the addition or release of any
Credit Party hereunder shall not constitute an amendment, change, discharge,
termination or waiver affecting any Credit Party other than the Credit Party so
added or released and it being further understood and agreed that any supplement
to Schedule 1.01
delivered pursuant to Section 4.16
shall not require the consent of any Credit Party) and either (i) the
Collateral Agent (with the consent of the Required Lenders or, to the extent
required by Section 12.1 of
the Credit Agreement, all of the Lenders), at all times prior to the time on
which all Finance Obligations have been paid in full and all Commitments with
respect thereto have been terminated or (ii) the holders of more than 50%
of all remaining Finance Obligations then outstanding, at all times after the
time at which the Finance Obligations have been paid in full and all Commitments
with respect thereto have been terminated; provided, however, that no such
amendment, change, discharge, termination or waiver shall be made to Section 5.04
hereof or this Section 7.05
without the consent of each Lender adversely affected thereby; and provided further that
any amendment, change, discharge, termination or waiver adversely affecting the
rights and benefits of a single Class of Secured Parties (and not all Secured
Parties in a like or similar manner) shall require the written consent of the
Required Secured Parties of such Class of Secured Parties.  For the
purposes of this Section 7.05,
the term “Class” means each
class of Secured Parties, i.e., whether (x) the Lenders, as holders of the
Obligations or (y) the Hedge Banks, as holders of the Swap Obligations, or
(z) the Cash Management Banks, as holders of Cash Management
Obligations.  For the purposes of this Section 7.05,
the term “Required
Secured Parties” of any Class means each of (x) with respect to the
Obligations, the Required Lenders (as defined in the Credit Agreement) or
(y) with respect to the Swap Obligations, the holders of more than 50% of
all Swap Obligations outstanding from time to time, or (z) with respect to
Cash Management Obligations, the holders of more than 50% of all Cash Management
Obligations outstanding from time to time.

       

      Section
7.06            Successors and
Assigns.  This
Agreement shall be binding upon each of the parties hereto and inure to the
benefit of the Collateral Agent and the Secured Parties and their respective
successors and assigns.  In the event of an assignment of all or any
of the Finance Obligations, the rights hereunder, to the extent applicable to
the indebtedness so assigned, may be transferred with such
indebtedness.  No Credit Party shall assign or delegate any of its
rights and duties hereunder except as provided in the Credit
Agreement.

       

      Section
7.07             Governing
Law.  THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL
LAWS OF THE STATE OF NEW YORK (INCLUDING, WITHOUT LIMITATION,
SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK),
WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES, EXCEPT AS OTHERWISE REQUIRED BY
MANDATORY PROVISIONS OF LAW AND EXCEPT TO THE EXTENT THAT REMEDIES PROVIDED BY
THE LAWS OF ANY JURISDICTIONS OTHER THAN NEW YORK ARE GOVERNED BY THE LAWS OF
SUCH JURISDICTIONS.

       

      
        
           

        

        
          38

          
            

          

        

        
           

        

      

      Section
7.08            Limitation of Law;
Severability

       

        (i)  All
rights, remedies and powers provided in this Agreement may be exercised only to
the extent that the exercise thereof does not violate any applicable provision
of law, and all the provisions of this Agreement are intended to be subject to
all applicable mandatory provisions of law which may be controlling and be
limited to the extent necessary so that they will not render this Agreement
invalid, unenforceable in whole or in part, or not entitled to be recorded,
registered or filed under the provisions of any applicable law.

       

      (i)           If
any provision hereof is invalid or unenforceable in any jurisdiction, then, to
the fullest extent permitted by law, (i) the other provisions hereof shall
remain in full force and effect in such jurisdiction and shall be liberally
construed in favor of the Collateral Agent and the Secured Parties in order to
carry out the intentions of the parties hereto as nearly as may be possible, and
(ii) the invalidity or unenforceability of any provision hereof in any
jurisdiction shall not affect the validity or enforceability of such provisions
in any other jurisdiction.

       

      Section
7.09            Counterparts;
Effectiveness.  This
Agreement may be signed in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and hereto were upon
the same instrument.  This Agreement shall become effective with
respect to each Credit Party when the Collateral Agent shall receive
counterparts hereof executed by itself and such Credit Party.

       

      Section
7.10             Additional Credit
Parties.  It
is understood and agreed that any Subsidiary of the Company that is required by
Section 8.10 or
9.15 of the
Credit Agreement or any other provision of any Credit Document to execute a
counterpart of this Agreement after the date hereof shall automatically become a
Credit Party hereunder with the same force and effect as if originally named as
a Credit Party hereunder by executing an instrument of accession or joinder
reasonably satisfactory in form and substance to the Collateral Agent and
delivering the same to the Collateral Agent.  Concurrently with the
execution and delivery of such instrument, such Affiliate shall take all such
actions and deliver to the Collateral Agent all such documents and agreements as
such Affiliate would have been required to deliver to the Collateral Agent on or
prior to the date of this Agreement had such Affiliate been a party hereto on
the date of this Agreement.  Such additional materials shall include,
among other things, supplements to Schedules 1.01A,
3.06 and 4.01 hereto (which
Schedules shall thereupon automatically be amended and supplemented to include
all information contained in such supplements) such that, after giving effect to
the joinder of such Affiliate, each of Schedules 1.01A,
3.06 and 4.01 hereto is true,
complete and correct with respect to such Affiliate as of the effective date of
such joinder.  The execution and delivery of any such instrument of
accession or joinder, and the amendment and supplementation of the Schedules
hereto as provided in the immediately preceding sentence, shall not require the
consent of any other Credit Party hereunder.  The rights and
obligations of each Credit Party hereunder shall remain in full force and effect
notwithstanding the addition of any new Credit Party as a party to this
Agreement.

       

      Section
7.11              Termination.  Upon
the Discharge of the Finance Obligations, the cancellation, expiration or cash
collateralization (on terms reasonably satisfactory to the Issuing Lender) of
all outstanding Letters of Credit, and the termination of all Commitments under
the Finance Documents, the Security Interests shall terminate and all rights to
the Collateral shall revert to the Credit Parties.  In addition, at
any time and from time to time prior to such termination of the Security
Interests, the Collateral Agent may release any of the Collateral with the prior
written consent of the Required Lenders; provided that the
release of all or substantially all of the Collateral shall require the consent
of all of the Lenders.  Upon any such termination of the Security
Interests or release of Collateral, the Collateral Agent will, upon request by
and at the expense of any Credit Party, execute and deliver to such Credit Party
such documents as such Credit Party shall reasonably request to evidence the
termination of the Security Interests or the release of such Collateral, as the
case may be.  Any such documents shall be without recourse to or
warranty by the Collateral Agent or the Secured Parties.  The
Collateral Agent shall have no liability whatsoever to any Secured Party as a
result of any release of Collateral by it as permitted by this Section 7.11.  Upon
any release of Collateral pursuant to this Section 7.11,
none of the Secured Parties shall have any continuing right or interest in such
Collateral or the Proceeds thereof.

       

      
        
           

        

        
          39

          
            

          

        

        
           

        

      

      Section
7.12               Entire
Agreement.  This
Agreement and the other Credit Documents and, in the case of the Hedge Banks and
the Cash Management Banks, the Swap Contracts and the Cash Management
Agreements, respectively, constitute the entire agreement and understanding
among the parties hereto and supersede any and all prior agreements and
understandings, oral or written, and any contemporaneous oral agreements and
understandings relating to the subject matter hereof and thereof.

       

      [Signature
Pages Follow]

       

       

       

      
 

      
        
           

        

        
          40

          
            

          

        

        
           

        

      

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

       

       

       

      
        
          	      
                  CREDIT
      PARTIES:

                	      
                  BE
      AEROSPACE, INC.

                	 
	 	 	 	 
	
                   

                	
                  By:
      

                	 	 
	 	 	Name:	 
	 	 	Title: 	 
	 	 	 	 


        

      

       

      
        
          	      
                  COLLATERAL
      AGENT:

                	      
                  JPMORGAN
      CHASE BANK, N.A.,

                	 
	 	 	      
                  as
      Collateral Agent

                	 
	 	 	 	 
	 	 	 	 
	
                   

                	
                  By:
      

                	 	 
	 	 	Name:	 
	 	 	Title: 	 
	 	 	 	 


        

      

      
        	
                 
      

              	
                 

              	
                 

              


      

       

       

      
        (Security
Agreement Signature Page)

      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      Schedule
1.01A

       

      Claims

       

      None.

       

       

       

      
        BE
Aerospace, Inc. – Security Agreement Schedules

      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      Schedule
1.01B

       

      MATERIAL EXCLUDED
CONTRACTS

       

      
        	
                Customer

              	
                Program

              
	
                Air
      Asia

              	
                A320
      Spectrum Purchase and Product Support Agreement

              
	
                Air
      Asia

              	
                A320
      Spectrum Purchase and Product Support Agreement Amendment (25 Add’l
      A/C)

              
	
                Air
      Canada

              	
                B777
      Icon/Spectrum and Inserts Purchase Agreement

              
	
                Air
      Canada

              	
                B787
      Diamond Minipod and Spectrum General Terms and Purchase
      Agreement

              
	
                Air
      China

              	
                B787
      Mini-Pod Purchase Agreement

              
	
                Air
      France

              	
                A380/B777
      Mini-Pod Purchase and Product Support Agreement

              
	
                Airbus

              	
                A350
      Oxygen Purchase Agreement

              
	
                Boeing

              	
                B787
      PBE Special Business Provisions

              
	
                Bombardier

              	
                CRJ/Q
      Series Seat Contract Amendment

              
	
                Bombardier

              	
                Kohler/Stratas
      General Terms and Special Terms Agreements

              
	
                British
      Airways

              	
                Prime
      – SFC Purchase Agreement

              
	
                British
      Airways

              	
                B777
      FCOHAR

              
	
                Continental

              	
                B737
      Spectrum Purchase Agreement

              
	
                Continental

              	
                B757
      Spectrum Purchase Agreement

              
	
                Continental

              	
                B777
      Crew Rest Purchase Agreement

              
	
                Continental

              	
                B787
      Diamond Minipod Purchase Agreement

              
	
                Continental

              	
                B777
      Diamond Minipod Purchase Agreement Amendment

              
	
                Egyptair

              	
                B777
      Minipod Purchase and Product Support Agreement

              
	
                Embraer

              	
                VLJ
      Phenom Oxygen Purchase Agreement & Product Support
      Agreement

              
	
                Embraer

              	
                Legacy
      600 VIP Seating Supply Agreement

              
	
                Embraer

              	
                MSJ/MLJ
      VIP Seating Supply Agreement

              
	
                Emirates

              	
                B777
      Mini-Pod Purchase and Product Support Agreement

              
	
                Emirates

              	
                B777
      Minipod Purchase and Product Support Agreement Amendment No. 1
      (20 Add’l Aircraft)

              
	
                Emirates

              	
                A380
      Viper Purchase and Product Support Agreement Amendment No. 1
      (13 Add’l Aircraft)

              
	
                Emirates

              	
                B777
      Viper Purchase and Product Support Agreement Amendment No. 1
      (38 Add’l Aircraft)

              
	
                Etihad

              	
                A330/A340
      Super First Class Purchase Agreement

              
	
                Indian
      Airlines

              	
                A319/A320/A321
      Spectrum Purchase and Product Support Agreement

              
	
                Japan
      Airlines

              	
                B787/B777
      Mini-pod Purchase Agreement

              
	
                Kingfisher
      Airlines

              	
                A330/A340
      Super First Class Purchase and Product Support Agreement and Amendment
      Number 1

              
	
                Korean
      Airlines

              	
                A330/A340/A380/B777
      Mini-pod XM Purchase and Product Support Agreement

              
	
                Qantas

              	
                A380
      Platinum Change Cost Settlement Agreement

              
	
                Swiss
      Int’l Airlines

              	
                A330
      Super First Class Letter of Intent and Purchase and Product Support
      Agreement

              
	
                United
      Airlines

              	
                B747/B777
      Integration Contract

              
	
                United
      Airlines

              	
                IPTE
      Seating/Integration Settlement Agreement

              
	
                US
      Airways

              	
                A320
      Spectrum and Galley Inserts Purchase and Product Support
      Agreement

              
	
                US
      Airways

              	
                A330
      Spectrum Purchase and Product Support
Agreement

              


      

       

       

      
        
          BE
Aerospace, Inc. – Security Agreement Schedules

        

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

      

      
 

      Schedule
3.05

       

      DEPOSIT
ACCOUNTS

      AND SECURITIES
ACCOUNTS

       

      Deposit
Accounts

       

      
        	
                
                  Financial
      Institution

                

              	 	
                
                  Account
      #

                

              	 	
                
                  Purpose

                

              
	 	 	 	 	 
	
                JPMorgan
      Chase

              	 	
                304192856

              	 	
                Lockbox/Concentration

              
	
                JPMorgan
      Chase

              	 	
                n/a

              	 	
                Overnight
      Sweep

              
	
                JPMorgan
      Chase

              	 	
                601877418

              	 	
                Controlled
      Disbursement

              
	
                JPMorgan
      Chase

              	 	
                304637483

              	 	
                Payroll

              
	
                JPMorgan
      Chase

              	 	
                304277827

              	 	
                Money
      Market

              
	
                JPMorgan
      Chase

              	 	
                304639273

              	 	
                Miami
      Fasteners Operating Account

              
	
                JPMorgan
      Chase

              	 	
                601887698

              	 	
                Miami
      Fasteners Controlled Disbursement

              
	
                JPMorgan
      Chase

              	 	
                601892649

              	 	
                Controlled
      Disbursement

              
	
                JPMorgan
      Chase

              	 	
                601892631

              	 	
                Controlled
      Disbursement

              
	
                JPMorgan
      Chase

              	 	
                601892623

              	 	
                Controlled
      Disbursement

              
	
                JPMorgan
      Chase

              	 	
                601892615

              	 	
                Controlled
      Disbursement

              
	
                JPMorgan
      Chase

              	 	
                601892599

              	 	
                Controlled
      Disbursement

              
	
                JPMorgan
      Chase

              	 	
                601892607

              	 	
                Controlled
      Disbursement

              
	
                JPMorgan
      Chase

              	 	
                601892474

              	 	
                Controlled
      Disbursement

              
	
                JPMorgan
      Chase

              	 	
                957083475

              	 	
                Operating
      Account (NYF)

              
	
                JPMorgan
      Chase (France)

              	 	
                609093701

              	 	
                Operating
      Account (Euros)

              
	
                JPMorgan
      Chase (France)

              	 	
                609093703

              	 	
                Operating
      Account (USd)

              
	
                Fortis
      Banque

              	 	
                40708975

              	 	
                Special
      Account (CMP Pledge Agreement)

              


      

      


      Securities
Accounts

       

      
        	
                
                  Financial
      Institution

                   

                

              	 	
                
                  Name
      on Account

                   

                

              	 	
                
                  Account
      Number

                   

                

              
	
                UBS
      Financial Services

              	 	
                BE
      Aerospace, Inc.

              	 	
                JD
      38592 21

              
	
                Credit
      Suisse First Boston, LLC

              	 	
                BE
      Aerospace, Inc.

              	 	
                2C1003997

              
	
                BlackRock
      Institutional Management Corporation

              	 	
                BE
      Aerospace, Inc.

              	 	
                24775

              
	
                Federated
      Shareholder Services Company

              	 	
                BE
      Aerospace, Inc.

              	 	
                4485988

              
	
                Morgan
      Stanley

              	 	
                BE
      Aerospace, Inc.

              	 	
                486101740355

              


      

       

       

       

      
        
          BE
Aerospace, Inc. – Security Agreement Schedules

        

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

      

       

      Schedule
4.01

       

      Filings
to Perfect Security Interests

       

      1.  UCC
Filing

       

      
        	
                Legal
      Name 

                of
      Debtor

              	
                Filing
      

                Type

              	
                Finance
      Documents

              	
                State

              	
                Filing
      

                Office

              	
                Filing
      

                Date

              	
                File
      

                Number

              
	
                BE
      Aerospace, Inc.

              	
                UCC-1

              	
                Security
      Agreement

                Pledge
      Agreement

              	
                DE

              	
                Secretary
      of State

              	
                July
      __, 2008

              	 
      


      

      


      2.  Filings
to be made in connection with the grant of Security Interest in United States
Patents and Trademarks to be filed with the US Patent and Trademark
Office.

       

      


      
        
          BE
Aerospace, Inc. – Security Agreement Schedules

        

         

        
          
             

          

          
             

            
              

            

          

          
             



        

      

      Exhibit
A

      to
Security Agreement

       

      Form of Grant of Security
Interest

      in United States Patents and
Trademarks

       

      FOR GOOD
AND VALUABLE CONSIDERATION, receipt and sufficiency of which are hereby
acknowledged, [Credit Party Name], [Credit Party Description] (the “Grantor”),
having its chief executive office at [Credit Party Notice Address], hereby
grants to JPMorgan Chase Bank, N.A., as Collateral Agent, (the “Grantee”), with
offices at 1111 Fannin, 10th Floor,
Houston, Texas, a security interest in all of the Grantor’s right, title and
interest in, to and under the following (all of the following items or types of
property being herein collectively referred to as the “Patent and Trademark
Collateral”), whether presently existing or hereafter arising or
acquired:

       

      (i)           each
United States patent and patent application, including each Patent and Patent
Application referred to on Schedule A
hereto;

       

      (ii)           each
Patent License, including each Patent License listed on Schedule A
hereto;

       

      (iii)           each
United States trademark, trademark registration and trademark application, and
all of the goodwill of the business connected with the use of, and symbolized
by, each trademark, trademark registration and trademark application, including
each Trademark, Trademark Registration and Trademark Application referred to in
Schedule B
hereto;

       

      (iv)           each
Trademark License, whether registered or not, including each Trademark License
referred to in Schedule B hereto,
and all of the goodwill of the business connected with the use of, and
symbolized by, each Trademark; and

       

      (v)           all
products and proceeds of the foregoing, including any claim by the Grantor
against third parties for past, present or future infringement of any Patent, or
past, present or future infringement or dilution of any Trademark or Trademark
registration, including any Patent or Trademark listed on Schedule A or B hereto, or under
any Patent or Trademark licensed under any Patent License or Trademark License,
including any such License listed on Schedule A or B hereto, or for
injury to the goodwill associated with any Trademark, Trademark registration or
Trademark License.

       

      THIS GRANT
is granted in conjunction with the security interests granted to the Grantee
pursuant to the Security Agreement among the Grantor, the Grantee and certain
other parties dated as of July __, 2008, as amended, modified or supplemented
from time to time (the “Security
Agreement”).

       

      THIS GRANT
has been granted in conjunction with the security interest granted to the
Grantee under the Security Agreement.  The rights and remedies of the
Grantee with respect to the security interest granted herein are without
prejudice to, and are in addition to those set forth in the Security Agreement,
all terms and provisions of which are incorporated herein by
reference.  In the event that any provisions of this Agreement are
deemed to conflict with the Security Agreement, the provisions of the Security
Agreement shall govern.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      IN WITNESS
WHEREOF, the undersigned have executed this Agreement as of the _____ day of
_____________, 20__.

       

      
        
          	 	[CREDIT
      PARTY NAME], as Grantor	 
	 	 	 	 
	
                   

                	
                  By:
      

                	 	 
	 	 	Name:	 
	 	 	Title: 	 
	 	 	 	 


        

      

       

      
        
          	 	      
                  JPMORGAN
      CHASE BANK, N.A.,

                	 
	 	 	      
                  as
      Collateral Agent, as Grantee

                	 
	 	 	 	 
	
                   

                	
                  By:
      

                	 	 
	 	 	Name:	 
	 	 	Title: 	 
	 	 	 	 


        

      

       

      STATE OF
_______________

       

      ________
OF _____________

       

      The
foregoing instrument was acknowledged before me this ____ day of __________,
20__ by _________________________ as _________________________ of [CREDIT PARTY
NAME] a [CREDIT PARTY DESCRIPTION], on behalf of [CREDIT PARTY
NAME].

       

      My
commission expires:

       

      Notarial
Seal

       

       

      
        	 	 	  
      
	
              	
                 
      

              	
                Notary
      Public

              


      

       

      


      


      
        
           

        

        
          2

          
            

          

        

        
           

        

      

      Schedule
A

      to
Patent and Trademark Agreement

       

      PATENTS AND PATENT
APPLICATIONS

       

      
        	
                
                  Serial
      No. or Patent No.

                

              	
                
                  Date

                

              	
                
                  Issue
      Title

                

              	
                
                  Inventor

                

              	
                
                  Country

                

              	
                
                  Patent
      Holder

                

              
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      


      

      


      PATENT
LICENSES

       

      
        	
                
                  Licensor

                

              	
                
                  Licensee

                

              	
                
                  Patent
      Number(s)

                

              	
                
                  Date

                

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      


      

       

      
 

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      Schedule
B

      to
Patent and Trademark Agreement

       

      TRADEMARKS

       

      
        	
                
                  Registration
      No.

                

              	
                
                  Country

                

              	
                
                  Issue
      Date

                

              	
                
                  Mark

                

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      


      

      


      TRADEMARK
APPLICATIONS

       

      
        	
                
                  Serial
      No.

                

              	
                
                  Country

                

              	
                
                  Filing
      Date

                

              	
                
                  Mark

                

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      


      

      


      TRADEMARK
LICENSES

       

      
        	
                
                  Grantor

                

              	
                
                  Serial
      or

                  Registration
      No.

                

              	
                
                  Country

                

              	
                
                  Issue
      or

                  Filing
      Date

                

              	
                
                  Mark

                

              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


      

      


      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      Exhibit
B

      to
Security Agreement

       

      Form of Grant of Security
Interest

      in United States
Copyrights

       

      FOR GOOD
AND VALUABLE CONSIDERATION, receipt and sufficiency of which are hereby
acknowledged, [Credit Party Name], a [Credit Party Description] (the “Grantor”),
having its chief executive office at [Credit Party Address], hereby grants to
JPMorgan Chase Bank, N.A., as Collateral Agent, (the “Grantee”), with
offices at 1111 Fannin, 10th Floor, Houston, Texas, a security interest in all
of the Grantor’s right, title and interest in, to and under the following (all
of the following items or types of property being herein collectively referred
to as the “Copyright Collateral”), whether presently existing or hereafter
arising or acquired:

       

      (i)           the
United States and foreign copyrights and any renewals thereof, including each
Copyright listed on Schedule A
hereto;

       

      (ii)           all
other United States and foreign copyrights and any renewals
thereof;

       

      (iii)           each
copyright license, including each Copyright License listed on Schedule A
hereto;

       

      (iv)           all
registrations and applications for registration of any such copyright in the
United States or any other country, including registrations, recordings,
supplemental, derivative or collective work registrations and pending
applications for registrations in the United States Copyright
Office;

       

      (v)           all
computer programs, web pages, computer data bases and computer program flow
diagrams, including all source codes and object codes related to any or all of
the foregoing;

       

      (vi)           all
tangible property embodying or incorporating any or all of the foregoing;
and

       

      (vii)           all
products, proceeds and related accounts of the foregoing, including any claim by
the Grantor against third parties for past, present or future infringement of
any copyright or any copyright licensed under any copyright license, whether
registered or not.

       

      THIS GRANT
is granted in conjunction with the security interests granted to the Grantee
pursuant to the Security Agreement among the Grantor, the Grantee and certain
other parties dated as of July __, 2008 as amended, modified or supplemented
from time to time (the “Security Agreement”).

       

      THIS GRANT
has been granted in conjunction with the security interest granted to the
Grantee under the Security Agreement.  The rights and remedies of the
Grantee with respect to the security interest granted herein are without
prejudice to, and are in addition to those set forth in the Security Agreement,
all terms and provisions of which are incorporated herein by
reference.  In the event that any provisions of this Assignment are
deemed to conflict with the Security Agreement, the provisions of the Security
Agreement shall govern.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      IN WITNESS
WHEREOF, the undersigned have executed this Agreement as of the _____ day of
_____________, 20__.

       

       

      
        
          
            	 	[CREDIT
      PARTY NAME], as Grantor	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	 	 
	 	 	Name:	 
	 	 	Title: 	 
	 	 	 	 


          

        

         

        
          
            	 	      
                    JPMORGAN
      CHASE BANK, N.A.,

                  	 
	 	 	      
                    as
      Collateral Agent, as Grantee

                  	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	 	 
	 	 	Name:	 
	 	 	Title: 	 
	 	 	 	 


          

        

         

      

       

      STATE OF
_______________

       

      ________
OF _____________

       

      The
foregoing instrument was acknowledged before me this ____ day of __________,
20__ by _________________________ as _________________________ of [CREDIT PARTY
NAME], a [CREDIT PARTY DESCRIPTION], on behalf of [CREDIT PARTY
NAME].

       

      My
commission expires:

       

      Notarial
Seal

       

       

      
         

         

        
          	 	 	  
      
	
                	
                   
      

                	
                  Notary
      Public

                


        

         

        

 

        
          
             

          

          
            2

            
              

            

          

          
             

          

        

      

      


      COPYRIGHTS AND COPYRIGHT
APPLICATIONS

       

      
        	
                
                  Serial
      No. or

                  Registration
      No.

                

              	
                
                  Country

                

              	
                
                  Issue
      or

                  Filing
      Date

                

              	
                
                  Description

                

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      


      

       

      
 

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      Exhibit
C

      to
Security Agreement

       

      Form of Deposit Account
Control Agreement

       

      [Bank
Name] (together with its successors and assigns, the “Bank”) maintains the
deposit accounts used by or on behalf of [Credit Party Name], a [Credit Party
Description] (together with its successors and permitted assigns, the “Credit Party”) listed
on Schedule I hereto and any other deposit accounts (each a “Deposit Account” and,
collectively, the “Deposit Accounts”) at
any time established or maintained at the Bank by or for the benefit of the
Credit Party or to which any funds of the Credit Party are at any time remitted
or deposited, but excluding (A) any deposit accounts the balance of which
consists exclusively of (i) withheld income taxes and federal, state or
local employment taxes in such amounts as are required in the reasonable
judgment of the Credit Party to be paid to the Internal Revenue Service or state
or local government agencies within the following two months with respect to
employees of the Credit Party and (ii) amounts required to be paid over to
an employee benefit plan pursuant to DOL Reg. Sec. 2510.3-102 on behalf of or
for the benefit of employees of the Credit Party and (B) any segregated
deposit accounts constituting (and the balance of which consists solely of funds
set aside in connection with) taxes accounts, payroll accounts and trust
accounts.

       

      The Credit
Party and JPMorgan Chase Bank, N.A. (together with its successor or successors
in such capacity, the “Collateral Agent”)
have entered into a Security Agreement dated as of  July __, 2008 (as
the same may be amended, supplemented or modified from time to time, the “Security Agreement”),
under which the Credit Party will grant a security interest in favor of the
Collateral Agent in all right, title and interest of the Credit Party in, to and
under:  (i) the Deposit Accounts; (ii) all checks, money
orders, drafts, instruments, electronic funds transfers and other items and
forms of remittance and all funds and other amounts at any time paid, deposited
or credited (whether for collection, provisionally or otherwise), held or
otherwise in the possession or under the control of, or in transit to, the Bank
or any agent or custodian thereof for credit to or to be deposited in any
Deposit Account; (iii) all funds and cash balances or other amounts in or
attributable to any Deposit Account; and (iv) any and all proceeds of any
of the foregoing (the Deposit Accounts and all of such other items of collateral
being herein referred to collectively as the “Deposit Account
Collateral”) to secure the payment and performance of the Finance
Obligations (as defined in the Security Agreement).  Capitalized terms
defined or used in the Security Agreement and not otherwise defined herein have,
as used herein, the respective meanings provided for therein.

       

      The Credit
Party desires that the Bank enter into this Deposit Account Control Agreement
(as amended, supplemented or modified from time to time, this “Agreement”) to
perfect the security interest of the Collateral Agent in the Deposit Account
Collateral, to vest in the Collateral Agent control of the Deposit Accounts and
to provide for the rights of the parties under this Agreement.

       

      Accordingly,
the parties hereto agree as follows:

       

      Section
1.         Control by the Collateral
Agent.  (a)  Notwithstanding any other term or
provision of this Agreement or any other agreement between the Bank and the
Credit Party or otherwise, the Bank is hereby authorized and directed by the
Credit Party to, and the Bank agrees that, until the payment in full of all
Finance Obligations and until (i) there is no Commitment by any Secured
Party to make further advances, incur obligations or otherwise give value or, if
sooner, (ii) the termination of this Agreement in accordance with the terms
hereof, the Bank will comply with instructions (within the meaning of
Section 8-102(a)(12) of the UCC) originated by the Collateral Agent
directing the disposition of funds from time to time in any Deposit Account or
as to any other matters relating to any Deposit Account or any of the other
Deposit Account Collateral without further consent by the Credit Party (which
instructions may include the giving of stop payment orders for any items being
presented to a Deposit Account for payment).  The Bank is hereby
irrevocably authorized by the Credit Party to change the designation of the
customer on any Deposit Account to the Collateral Agent upon the request of the
Collateral Agent, and the Bank shall so change the customer designation promptly
upon such request by the Collateral Agent.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      (b)           In
addition, effective upon the receipt by the Bank of written notice from the
Collateral Agent that the Collateral Agent is exercising exclusive control over
the Deposit Accounts (such notice being referred to as a “Notice of Exclusive
Control”), the Bank shall not permit the Credit Party or any of its
Affiliates to withdraw any amounts from, to draw upon or to otherwise exercise
any authority or powers with respect to the Deposit Accounts and all Deposit
Account Collateral related thereto, and the Bank shall not at any such time
honor any instructions of the Credit Party or any of its Affiliates with respect
to the Deposit Accounts, other than those approved in writing by the Collateral
Agent or a court of competent jurisdiction, until such notice is rescinded by
the Collateral Agent.  Until the receipt by the Bank of a Notice of
Exclusive Control, the Credit Party shall be entitled to present items drawn on
and otherwise to withdraw or direct the disposition of funds from the Deposit
Accounts.

       

      (c)           Upon
receipt of notice from the Collateral Agent from time to time, the Bank shall
transfer collected funds from the Deposit Accounts, at the Credit Party’s cost
and expense, by wire transfer or by the ACH method (or other means acceptable to
the Collateral Agent) solely to the Collateral Agent or its order.

       

      Section
2.         Maintenance of Deposit
Accounts.  In addition to, and not in lieu of, the obligations
of the Bank to honor instructions of the Collateral Agent, etc. as agreed in
Section 1
hereof, the Bank agrees to maintain the Deposit Accounts as
follows:

       

      (a)           Maintenance of Deposit
Accounts Generally.  The Bank shall follow its usual
operational procedures for the handling of any checks, money orders, drafts,
instruments, electronic funds transfers or other forms of remittance and all
funds of the Credit Party received in or for credit or deposit to a Deposit
Account and shall maintain a record of all such Deposit Account
Collateral.

       

      (b)           Interest.  Until
such time as the Bank receives a Notice of Exclusive Control delivered by the
Collateral Agent in accordance with Section 1(b)
above, the Credit Party may direct the Bank with respect to the retention and/or
distribution of interest and other payments on Deposit Account Collateral
deposited in or credited to the Deposit Accounts.

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

      (c)           Statements and
Confirmations.  Copies of all statements of account, reports,
deposit tickets, deposited items, debit and credit advices and records and
communications concerning the Deposit Accounts and/or any Deposit Account
Collateral deposited therein or credited thereto shall be sent by the Bank to
each of the Credit Party and the Collateral Agent at their respective addresses
referred to in Section 6
below.

       

      (d)           Tax
Reporting.  All items of income, gain, expense and loss
recognized in the Deposit Accounts shall be reported to the Internal Revenue
Service and all state and local taxation authorities under the name and taxpayer
identification number of the Credit Party.

       

      (e)           Notices of Adverse
Claims.  Upon receipt of notice of any lien, charge or other
adverse claim against any Deposit Account Collateral (including any writ,
garnishment, judgment, warrant of attachment, execution or similar process), the
Bank will promptly notify the Collateral Agent and the Credit Party
thereof.

       

      Section
3.         No Liability of
Bank.  This Agreement shall not subject the Bank to any
obligation or liability except as expressly set forth herein.  In
particular, the Bank shall have no duty to investigate whether the obligations
of the Credit Party to the Collateral Agent or any other Secured Party are in
default or whether the Collateral Agent is entitled under the Security Agreement
or otherwise to give any instructions or Notice of Exclusive
Control.  The Bank is fully entitled to rely upon such instructions as
it believes in good faith to have originated from the Collateral Agent (even if
such instructions are contrary to or inconsistent with any instructions or
demands given by the Credit Party).

       

      Section
4.         Subordination of Lien;
Waiver of Set-Off.  If the Bank has or subsequently obtains by
agreement, operation of law or otherwise a security interest or other Lien in
any Deposit Account or any Deposit Account Collateral deposited therein or
credited thereto, the Bank hereby agrees that such security interest or other
Lien shall be subordinate to the security interest of the Collateral
Agent.  The Deposit Account Collateral will not be subject to
deduction, set-off, banker’s lien or any other right in favor of any other
Person other than the Collateral Agent, except that the Bank may set off
(i) all amounts due to the Bank in respect of its customary fees and
expenses for the Deposit Accounts, (ii) the amount of any checks, automated
clearinghouse transfers or other forms of remittance that have been credited to
any Deposit Account and subsequently returned unpaid and (iii) any
overdrafts arising as a result thereof.

       

      Section
5.          Representations, Warranties
and Covenants of the Bank.  The Bank hereby represents,
warrants and covenants that:

       

      (a)           The
Bank has established the Deposit Accounts in the name of the Credit
Party.  Except as provided in the foregoing sentence, the Bank shall
not change the name or account number of any Deposit Account without the prior
written consent of the Collateral Agent.

       

      (b)           Each
Deposit Account is a “deposit account” as defined in the UCC.

       

      (c)           Except
for the claims and interest of the Collateral Agent and of the Credit Party in
the Deposit Account Collateral, the Bank does not know of any claim to, interest
in or adverse claim to, any Deposit Account or any Deposit Account Collateral
deposited therein or credited thereto.

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

      (d)           There
are no other agreements entered into between the Bank and the Credit Party with
respect to any Deposit Account or any Deposit Account Collateral deposited
therein or credited thereto, and the Bank has not entered into, and until the
termination of this Agreement will not enter into, any agreement with any other
Person relating to any Deposit Account and/or any Deposit Account Collateral
deposited therein or credited thereto pursuant to which it has agreed or will
agree to comply with instructions originated by such other Person as to the
disposition of funds in or from the Deposit Accounts or with respect to any
other dealings with any of the Deposit Account Collateral.

       

      (e)           The
Bank will not agree that any Person other than the Credit Party or the
Collateral Agent is the Bank’s customer with respect to any Deposit
Account.

       

      (f)           This
Agreement constitutes a valid and binding agreement of the Bank, enforceable
against the Bank in accordance with its terms.

       

      (g)           The
Bank acknowledges that it holds and will hold possession of the Deposit Account
Collateral consisting of instruments and money as bailee for the Collateral
Agent and for the benefit of the Collateral Agent and the Secured
Parties.

       

      Section
6.          Notices.  All
notices, requests or other communications to any party hereunder shall be in
writing (including facsimile transmission or similar writing) and shall be given
to such party:

       

      
        	
                 
      

              	
                (i)

              	
                in
      the case of the Collateral Agent,
at:

              


      

       

      
        	
                 
      

              	
                JPMorgan
      Chase Bank, N.A.

              


      

      
        	
                 
      

              	
                1111
      Fannin, 10th
      Floor

              


      

      
        	
                 
      

              	
                Houston,
      Texas 77002

              


      

      
        	
                 
      

              	
                Attn:  Denise
      Ramon

              


      

      
        	
                 
      

              	
                Telecopy:  (713)
      750-2938

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                in
      the case of the Credit Party, at:

              


      

       

      
        	
                 
      

              	
                BE
      Aerospace, Inc.

              


      

      
        	
                 
      

              	
                1400
      Corporate Center Way

              


      

      
        	
                 
      

              	
                Wellington,
      FL  33414

              


      

      
        	
                 
      

              	
                Attn:  Thomas
      P. McCaffrey

              


      

      
        	
                 
      

              	
                Telecopy:  (561)
      791-3966

              


      

       

      
        	
                 
      

              	
                and

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                in
      the case of the Bank, at:

              


      

       

      
        	
                 
      

              	
                [Bank
      Notice Address].

              


      

       

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      

      Each such
notice, request or other communication shall be effective (i) if given by
facsimile transmission, when transmitted to the facsimile number specified in
this paragraph and electronic confirmation of receipt is received, (ii) if
given by mail, 48 hours after such communication is deposited, certified mail,
return receipt requested, in the mails with appropriate first class postage
prepaid, addressed as aforesaid, or (iii) if given by other means, when
delivered at the address specified in this paragraph.  Rejection or
refusal to accept, or the inability to deliver because of a changed address of
which no notice was given shall not affect the validity of notice given in
accordance with this paragraph.

       

      Section
7.         Indemnification of the
Bank.  (a)  The Credit Party agrees that (i) the
Bank is released from any and all liabilities to the Credit Party arising from
the terms of this Agreement and the compliance by the Bank with the terms
hereof, except to the extent that such liabilities arise from the Bank’s bad
faith, willful misconduct or gross negligence, (ii) neither the Bank nor
the Collateral Agent shall have any liability to the Credit Party for wrongful
dishonor of any items as a result of any instructions of the Collateral Agent
and (iii) the Credit Party, its successors and permitted assigns shall at
all times indemnify the Bank, its affiliates and the respective directors,
officers, trustees, agents and employees of the foregoing (each an “Indemnified
Person”) and hold each Indemnitee harmless from and against any and all
liabilities, obligations, losses, damages, penalties, claims, demands, actions,
suits, judgments, costs and expenses of any kind, including, without limitation,
the reasonable fees and disbursements of counsel, which may be incurred by,
imposed on or asserted against such Indemnitee in connection with any
investigation or administrative or judicial proceeding (whether or not such
Indemnitee shall be designated a party thereto) brought or threatened relating
to or arising out of this Agreement or in any other way connected with the
enforcement of any of the terms of, or the preservation of any rights hereunder,
or in any way relating to or arising out of the maintenance, delivery, control,
acceptance, possession, return or other disposition of any Deposit Account or
any Deposit Account Collateral on deposit therein or credited thereto, the
violation of the laws of any country, state or other governmental body or unit,
or any tort or contract claim; provided that no
Indemnitee shall have the right to be indemnified hereunder for such
Indemnitee’s own gross negligence or willful misconduct as determined by a court
of competent jurisdiction in a final, non-appealable judgment or
order.

       

      (b)           In
the event that the funds in the Deposit Accounts are insufficient to reimburse
the Bank for amounts it is entitled to recover against the Deposit Accounts in
accordance with Section 4 above,
the Collateral Agent shall reimburse the Bank for the face amount of any checks,
automated clearinghouse transfers or other forms of remittance that were
deposited in the Collection Account and returned unpaid and/or such fees and
expenses, in each case to the extent that (i) in the case of a check,
automated clearing house transfer or other form of remittance returned unpaid,
the Collateral Agent received final payment in respect thereof and the
Collateral Agent has received notice from the Bank of failure of the Credit
Party to pay the Bank prior to the date that is 60 days after such check,
automated clearinghouse transfer or other from of remittance is deposited with
the Bank and (ii) in the case of such fees and expenses, the Collateral
Agent has received written demand from the Bank for payment for such fees and
expenses prior to the date that is 30 days after the date such fees were
due and payable to the Bank.

       

      
        
           

        

        
          5

          
            

          

        

        
           

        

      

      Section
8.         Conflicts with Other
Agreements.  In the event of any conflict between this
Agreement (or any portion hereof) and any other agreement (including any other
agreement between the Bank and the Credit Party with respect to the Deposit
Accounts) now existing or hereafter entered into, the terms of this Agreement
shall control.

       

      Section
9.          Amendments and
Waivers.  Any provision of this Agreement may be amended,
modified or waived if, but only if, such amendment or waiver is in writing and
is signed by the Credit Party, the Collateral Agent and the Bank.

       

      Section
10.        Successors and
Assigns.  This Agreement shall be binding upon each of the
parties hereto and inure to the benefit of the Collateral Agent and the Secured
Parties and their respective successors and permitted assigns.  In the
event of an assignment of all or any of the Finance Obligations, the rights
hereunder, to the extent applicable to the indebtedness so assigned, may be
transferred with such indebtedness.

       

      Section
11.        Governing
Law.  This Agreement shall be governed by and construed in
accordance with the Laws of the State of New York, except as otherwise required
by mandatory provisions of Law.  Notwithstanding any provision in any
other agreement, for purposes of the UCC, New York shall be deemed to be the
Bank’s “jurisdiction” within the meaning of Section 9-304 of the
UCC.

       

      Section
12.        Severability.  (a)  All
rights, remedies and powers provided in this Agreement may be exercised only to
the extent that the exercise thereof does not violate any applicable provision
of Law, and all the provisions of this Agreement are intended to be subject to
all applicable mandatory provisions of Law which may be controlling and be
limited to the extent necessary so that they will not render this Agreement
invalid, unenforceable in whole or in part, or not entitled to be recorded,
registered or filed under the provisions of any applicable Law.

       

      (b)           If
any provision hereof is invalid or unenforceable in any jurisdiction, then, to
the fullest extent permitted by Law, (i) the other provisions hereof shall
remain in full force and effect in such jurisdiction and shall be liberally
construed in favor of the Collateral Agent and the Secured Parties in order to
carry out the intentions of the parties hereto as nearly as may be possible; and
(ii) the invalidity or unenforceability of any provision hereof in any
jurisdiction shall not affect the validity or enforceability of such provisions
in any other jurisdiction.

       

      Section
13.        Counterparts;
Effectiveness.  This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.  This
Agreement shall become effective when the Collateral Agent shall receive
counterparts hereof executed by itself, the Bank and the Credit
Party.  Delivery of an executed counterpart of this Agreement by
facsimile shall have the same force and effect as delivery of an original
executed counterpart of this Agreement.  Any party delivering an
executed counterpart of this Agreement by facsimile shall also deliver an
original executed counterpart, but failure to do so shall not affect the
validity, enforceability or binding effect of this Agreement.

       

      
        
           

        

        
          6

          
            

          

        

        
           

        

      

      Section
14.        Termination.  Except
as hereinafter set forth, the obligations of the Bank to the Collateral Agent
pursuant to this Agreement shall continue in effect until the Security Interests
of the Collateral Agent in the Deposit Accounts have been terminated pursuant to
the terms of the Security Agreement and the Collateral Agent has notified the
Bank of such termination in writing.  The Collateral Agent agrees to
provide such notice of termination upon the request of the Credit Party on or
after the termination of the Collateral Agent’s Security Interest in the Deposit
Accounts pursuant to the terms of the Security Agreement.  The Bank
may terminate this Agreement only upon 30 days’ notice to the Collateral
Agent, by canceling the Deposit Accounts and transferring all funds, if any,
deposited in or credited to the Deposit Accounts to another deposit account with
another bank to be designated by the Collateral Agent or otherwise to the order
of the Collateral Agent.  After any such termination, the Bank shall
nonetheless be obligated promptly to transfer to such other bank anything from
time to time received in or for credit to the Deposit Account.

       

      [Signature
Pages Follow]

       

       

      
        
           

        

        
          7

          
            

          

        

        
           

        

      

       

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

       

      
        	
                CREDIT
      PARTY:

              	
                [CREDIT PARTY
      NAME]

              


      

       

      By:
________________________________________

      Name:

      Title:

       

      


       

      [Address]

      Attention:

      Telephone:

      Telecopier:

       

      
        	
                 
      

              	
                COLLATERAL
      AGENT:

              	
                JPMORGAN CHASE BANK,
      N.A.,

              


      

       

      
        	
              	
                 
      

              	
                as
      Collateral Agent

              


      

       

      By:
________________________________________

      Name:

      Title:

       

      


       

      [Address]

      Attention:

      Telephone:

      Telecopier:

       

      
        	
                DEPOSITARY
      BANK:

              	
                [DEPOSITARY BANK
      NAME]

              


      

       

      By:
________________________________________

      Name:

      Title:

      


       

      [Address]

      Attention:

      Telephone:

      Telecopier:

       

       

      
        
           

        

        
          8

          
            

          

        

        
           

        

      

      


      


      Exhibit
D

      to
Security Agreement

       

      Form of Landlord’s Waiver
and Consent

       

      LANDLORD’S
WAIVER AND CONSENT dated as of ______________, _____, made by [LANDLORD NAME]
(the “Landlord”), for the
benefit of JPMORGAN CHASE BANK, N.A., as Collateral Agent (the “Collateral Agent”),
for the Secured Parties (the “Secured Parties”)
referred to in the Security Agreement dated as of July __, 2008 among the Credit
Parties from time to time party thereto and the Collateral Agent.

       

      The
Secured Parties have extended or agreed to extend certain loans and to make
certain other extensions of credit to the Company (as defined in the Credit
Agreement), to be guaranteed in certain circumstances by the Subsidiary
Guarantors (as defined in the Credit Agreement) and secured in whole or in part
pursuant to one or more agreements, instruments and other documents
(collectively, the “Security Agreements”)
granting security interests in and liens on, among other things, all presently
owned and hereafter acquired personal property (collectively, the “Collateral”) of the
Company and the Subsidiary Guarantors (referred to herein collectively as the
“Debtors” and
individually as a “Debtor”).

       

      Any or all
of the Collateral is or may be installed or kept at the premises owned by the
Landlord and leased to a Debtor known as [LEASED PROPERTY ADDRESS] and located
in [CITY OR COUNTY, STATE], as more particularly described in Exhibit A
attached hereto and made a part hereof (the “Premises”).

       

      In order
to induce the Secured Parties to make the loans and to extend other financial
accommodations to the Company described in the Credit Agreement, the Landlord
has agreed to execute and deliver this Agreement in favor of the Collateral
Agent on behalf of the Secured Parties.

       

      NOW
THEREFORE, the Landlord, for and in consideration of the sum of $10.00 and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, hereby agrees as follows:

       

      1.           The
Landlord (i) consents to the installation or location of the Collateral in
or on the Premises, (ii) agrees that any right, claim, title, interest or
lien in respect of any of the Collateral (including, without limitation, any
right of distrait, levy, execution or sale) that the Landlord may have or
acquire for any reason or in any manner (including by reason of the Collateral
being installed in or on, attached to or located in or on the Premises, or
otherwise), whether arising under any agreement, instrument or Law now or
hereafter in effect, is hereby made fully subordinate, subject and inferior to
every right, claim, title, interest and lien in respect of the Collateral in
favor of the Collateral Agent and the Secured Parties or any of them to the full
extent that the same secures or may hereafter secure any and all obligations and
indebtedness of every kind, now existing or hereafter arising, of the Debtors,
or any of them, to the Secured Parties, and (iii) further agrees that the
Collateral is and will remain personal property and will not become part of the
Premises.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      2.           The
Landlord hereby agrees that so long as this Agreement is in effect, the Landlord
shall not exercise or attempt to exercise any right, assert any claim, title or
interest in or lien upon, or take any action or institute any proceedings with
respect to, the Collateral.  The Landlord agrees to use all reasonable
efforts to give the Collateral Agent written notice of any event which, with or
without the giving of notice or passage of time or both, could result in the
creation of the right of the Landlord to terminate any lease (“Lease”) covering all
or any part of the Premises or to accelerate any rent due
thereunder.  The Landlord, simultaneously with the giving by the
Landlord of any notice of default to the then tenant under a Lease, shall send
by registered or certified mail, return receipt requested, or by a reputable
overnight courier, to the Collateral Agent a photostat or xerox copy of such
notice of default.  In addition, the Landlord shall send by registered
or certified mail, return receipt requested, or by a reputable overnight
courier, to the Collateral Agent a copy of any notice received by the Landlord
of a breach or default under any other lease, mortgage, deed of trust, security
agreement or other instrument to which the Landlord is a party which may affect
the Debtor’s rights in, or possession, the Premises.

       

      3.           The
Collateral Agent and/or the Secured Parties and their agents, representatives
and designees may, at any time and from time to time  upon reasonable
prior notice to the Landlord (which may be oral), enter the Premises without the
consent of the Landlord and remove and take possession of the Collateral free of
any right, claim, title, interest or lien of the Landlord; provided the Secured
Parties restore any parts of the Premises physically damaged by them in the
course of removal to the condition such parts were in prior to such entry and
removal of the Collateral (but the foregoing shall not impose any liability upon
any Secured Party for any damage by fire or other insurable
casualty).  The Landlord agrees that, until expiration or termination
of the Collateral Agent’s rights under this Section 3, the
Landlord will not remove any Collateral from the Premises or interfere with the
Collateral Agent’s actions in removing Collateral from the Premises or otherwise
enforcing its security interest in the Collateral or its rights
hereunder.  Notwithstanding anything to the contrary in this
paragraph, the Collateral Agent shall have no obligation to remove any
Collateral from the Premises.

       

      4.           If
the Debtor defaults under any Lease, the Collateral Agent shall have the right,
but not the obligation, to cure any such default on behalf of the
Debtor.  The Collateral Agent shall have the same cure period, if any,
given to the Debtor under the Lease for remedying such default or causing it to
be remedied, plus (i) in the event of a monetary default, an additional
period of 30 days and (ii) in the event of a non-monetary default, an
additional period of 90 days after expiration of the cure period contained
in the applicable Lease and after the Landlord has served notice of such default
on the Collateral Agent.  With respect to non-monetary defaults only,
the 90-day additional cure period will be extended for so long as the Collateral
Agent’s diligently attempting to cure the default.  No payments made
or obligations performed by the Collateral Agent pursuant to this Section 4 shall
be deemed to be the Collateral Agent’s assumption of the Debtor’s obligations
under any Lease.  The Landlord shall accept performance by the
Collateral Agent under the Lease as though the same had been performed by the
Debtor.

       

      5.           If
the Debtor is involved in any bankruptcy or other insolvency proceeding and the
Collateral Agent is not permitted under the Unites States Bankruptcy Code to
exercise its remedies under the Credit Agreement and the other Credit Documents,
the Collateral Agent will be deemed to have commenced the exercise of its
remedies for purposes of any time periods provided in this Agreement if the
Collateral Agent notifies the Landlord in writing of its interest to exercise
its remedies and thereafter take such steps as are reasonably necessary to
obtain the approval of the United States Bankruptcy Court for the Collateral
Agent’s exercise of its remedies.

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

      6.           The
Landlord hereby represents and warrants to the Collateral Agent and the Secured
Parties that:  (i) the Landlord is the landlord under each Lease,
(ii) each Lease is in full force and effect, (iii) there is no
defense, offset, claim or counterclaim by the Landlord under any Lease,
(iv) no notice of default has been given under or in connection with any
Lease which has not been cured, and the Landlord has no knowledge of the
occurrence of any other default under or in connection with any Lease and
(v) except as disclosed to the Collateral Agent, no portion of the Premises
is encumbered in any way by any deed of trust or mortgage lien or ground or
superior lease.

       

      7.           The
provisions hereof shall be irrevocable and remain in full force and effect until
each Debtor has fully paid and performed all of its obligations to the Secured
Parties under and in accordance with the terms of all present and future
agreements, instruments and documents evidencing such obligations and all
present and future Security Agreements (in each case including any extensions,
modifications and renewals thereof or substitutions therefore at any time made),
and until all obligations, if any, of the Secured Parties to extend loans,
advances, or provide other financial accommodations to the Debtors (including
any commitment to lend or issue or confirm or participate in letters of credit)
shall be terminated.

       

      8.           This
Agreement shall be binding upon the Landlord and its successors and assigns and
shall inure to the benefit of the Secured Parties and their respective
successors, assigns and designees.  The Landlord agrees to make this
Agreement known to any transferee of the Premises and any Person who may have an
interest or right in the Premises.  The Landlord acknowledges and
agrees that the provisions set forth in this Agreement are, and are intended to
be, an inducement and consideration to each Secured Party to make, or to permit
to remain outstanding, loans and other extensions of credit to the Debtors, and
each Secured Party shall be deemed conclusively to have relied upon such
provisions in making, or permitting to remain outstanding, such loans and other
extensions of credit, and each Secured Party is made an obligee hereunder and
may directly enforce the provisions hereof.

       

      [Signature
Pages Follow]

       

      


      
        
           

        

        
          3

          
            

          

        

        
           

        

      

       

      IN WITNESS
WHEREOF, the Landlord has duly executed this Agreement under seal as of the date
and year first above written.

       

      
        	
                ATTEST

              	
                [NAME OF
      LANDLORD]

              
	 	 
	By:
      ________________________________________	By:
      ________________________________________
	     
      [NAME], Secretary 	Name:
	 	Title:
	 	 


      

       

       

      Attachments:

       

      Schedule A -
Description of Premises

       

       

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      

       

       

      STATE
OF                                           

       

      COUNTY
OF                                           

       

      I,
__________________, a Notary Public of the aforesaid County and State, do hereby
certify that _____________________ personally appeared before me this day and
acknowledged that (s)he is the _______________ of [Name of Landlord], a
[Description of
Landlord] and that by authority duly given and as an act of the
corporation, the foregoing instrument was signed in its name by its ___________,
and attested by herself/himself as _____________, and sealed with its common
corporate seal.

       

      Witness my
hand and notarial seal this _____ day of ____________, ____.

       

      [STAMP/SEAL]                                                                           ____________________________

       

      Notary Public

       

      My
Commission Expires:

       

       

       

      
 

      
        
           

        

        
          5

          
            

          

        

        
           

        

      

      


      Schedule
A

      to
Landlord’s Waiver

       

      Description of
Premises

       

      


       

       

      
 

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      Exhibit
E

      to
Security Agreement

       

      Form of Consent to
Assignment

      Letter of Credit
Proceeds

       

      This
CONSENT TO ASSIGNMENT (as amended, modified or supplemented from time to time,
this “Consent”) is dated as of _______ __, 20__ and is between [NAME OF LETTER
OF CREDIT ISSUER] (the “Issuer”), and JPMORGAN CHASE BANK, N.A., as Collateral
Agent (together with its successor or successors in such capacity, the
“Collateral Agent”).

       

      The Issuer
has issued a standby letter of credit, No. [NUMBER] dated as of [DATE OF
ISSUE] in the stated face amount of $[AMOUNT] and having an initial schedule
expiration date of [DATE OF EXPIRATION] (as the same may be amended,
supplemented, extended or otherwise modified from time to time, the “Letter of
Credit”) for the account of [ACCOUNT PARTY] in favor of [NAME OF APPLICABLE
CREDIT PARTY] a [DESCRIPTION OF APPLICABLE CREDIT PARTY], (the “Beneficiary”).

       

      Under the
terms of the Security Agreement dated as of July __, 2008 (as the same may be
amended, modified or supplemented from time to time, the “Security Agreement”)
among the Beneficiary, the other Credit Parties from time to time party thereto
and the Collateral Agent, and as collateral security for the Finance Obligations
referred to therein, the Beneficiary has assigned to the Collateral Agent and
granted to the Collateral Agent a security interest in all right, title and
interest of the Beneficiary in, to and under (i) the Letter of Credit,
(ii) all related “letter-of-credit rights” (as defined in the Uniform
Commercial Code) and (ii) all rights of the Beneficiary to payment or
performance under the Letter of Credit, whether or not the Beneficiary has
demanded or is now or hereafter becomes entitled to demand payment or
performance, and all rights of the Beneficiary to demand payment or performance
under the Letter of Credit (all of the foregoing being referred to herein as the
“LC
Collateral”).  Terms used herein without definition which are
defined in the Security Agreement have the respective meanings set forth
therein.

       

      By
executing this Consent to Assignment in the space indicated below, you
hereby:

       

      (i)           irrevocably
consent to the assignment by the Beneficiary to the Collateral Agent pursuant to
the Security Agreement of all of the Beneficiary’s right, title and interest in,
to and under the LC Collateral and all Proceeds thereof as collateral security
for the Finance Obligations;

       

      (ii)           agree
that upon receipt by you at the above address of written notification from the
Collateral Agent, unless otherwise notified by the Collateral Agent, you shall
pay all disbursements under the Letter of Credit and otherwise transfer all
proceeds of the LC Collateral by wire transfer or by ACH method (or other means
acceptable to the Collateral Agent) solely to the Collateral Agent’s account,
Account No. [ACCOUNT NUMBER], Attn:  [Agency Services], at the
Collateral Agent’s office located at 1111 Fannin, 10th Floor, Houston, Texas,
ABA No. [ACCOUNT ABA NUMBER] or otherwise to the order of the Collateral
Agent;

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      (iii)           agree
that neither the Collateral Agent nor any Secured Party shall be subject to any
liability or obligation under the LC Collateral and acknowledge the right of the
Collateral Agent on behalf of the Secured Parties or in the name of the
Beneficiary, to demand payment or performance under the Letter of Credit;
and

       

      (iv)           acknowledge
the right of the Collateral Agent, following the occurrence of an Event of
Default, to exercise its rights under the Security Agreement as a secured
creditor and collateral assignee of the LC Collateral and to make all demands,
give all notices, take all notices and exercise all rights of the Beneficiary
under the LC Collateral.

       

      This
letter agreement shall be terminable upon joint delivery of notice by the
Beneficiary and the Collateral Agent to you.

       

      By signing
this letter, you hereby consent and agree to the foregoing, and agree that you
will not exercise any right of setoff or any similar right in connection with
the LC Collateral.

       

      If the
foregoing is acceptable to you, please execute the enclosed copy of this letter
and return it to the Beneficiary in the enclosed stamped, self-addressed
envelope.

       

      
        	
                 
      

              	
                [NAME OF APPLICABLE CREDIT
      PARTY]

              
	 	 
	 	By:
      ________________________________________
	 	Name:
	 	Title:
	 	 


      

       

       

       

      Consented
and Agreed as of

       

      this _____
day of _____, ___

       

      [NAME OF ISSUING
LENDER]

       

      By:
________________________________________

      Name:

      Title:

       

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

       

      
        	
                 
      

              	
                JPMORGAN CHASE BANK,
      N.A.,

              


      

       

      
        	
                 
      

              	
                as
      Collateral Agent

              


      

       

      
        By:
________________________________________

        Name:

        Title:

      

       

      
 

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

      Exhibit
F

       

      BE
AEROSPACE, INC.

       

      PERFECTION
CERTIFICATE

       

      We,
_____________, the chief executive officer, and _____________, the chief legal
officer, of BE Aerospace, Inc., a Delaware corporation (the “Company”), hereby
certify with reference to the Security Agreement dated as of July 28, 2008
among BE Aerospace, Inc., a Delaware corporation, the other Credit Parties
referred to therein and JPMorgan Chase Bank, N.A., as Collateral Agent (the
“Collateral
Agent”) (terms defined therein being used herein as therein defined) to
the Collateral Agent and the Secured Parties as follows:

       

      1.           Names.

       

      (a)  The
exact corporate, limited liability company or partnership name of the Company as
it appears in its certificate of incorporation, certificate of formation,
partnership agreement or certificate of limited partnership, as applicable, is
BE Aerospace, Inc.

       

      (b)           [Listed
on Schedule 1(b)
hereto (in chronological order) is each other corporate, limited liability
company or partnership name the Company has had since its organization, together
with the date of the relevant change.]  [Since its organization, the
Company has had no other corporate, limited liability company or partnership
name.]

       

      (c)           [Listed
on Schedule 1(c)
hereto are all other names (including trade names or similar appellations) used
by the Company or any of its divisions, sectors or other business units at any
time during the past five years.]  [Neither the Company nor any of its
divisions, sectors or other business units has used any other names (including
trade names or similar appellations) at any time during the past five
years.]

       

      (d)           [Except
as set forth on Schedule 1(d)
hereto, the] [The] Company has not changed its identity or corporate, limited
liability company or partnership structure in any way within the past five
years.

       

      2.           Business
Locations/Jurisdiction of Organization.

       

      (a)           The
Company’s jurisdiction of organization, organization number and taxpayer
identification number are _____________, _____________ and _____________,
respectively.

       

      (b)           The
Company is a “registered organization” within the meaning of the
UCC.

       

      (c)           The
Company’s chief executive office is located at the address shown on Schedule 2(c)
hereto.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      3.           Locations and Other
Information Regarding Collateral.

       

      (a)           [Listed
on Schedule 3(a)
hereto is each address where any of the Company’s Equipment, Inventory,
Instruments, securities certificates (as defined in the UCC), Documents, books
or records relating to Accounts or other tangible Collateral are
located.]

       

      (b)           [No
Person other than the Company has possession of any of the Company’s Equipment,
Inventory, Instruments, securities certificates (as defined in the UCC),
Documents, books and records relating to Accounts or other tangible
Collateral.]  [Listed on Schedule 3(b)
hereto is the name and address of each Person other than the Company which has
possession of any of the Company’s Equipment, Inventory, Instruments, securities
certificates (as defined in the UCC), Documents, books and records relating to
Accounts or other tangible Collateral.]

       

      (c)           [None
of the Company’s Collateral is or has at any time been covered by a certificate
of title.]  [Schedule 3(c)
hereto lists each item of Collateral of the Company that is or has at any time
been covered by a certificate of title, together with the jurisdiction which
issued such certificate.  Attached as a part of such Schedule 3(c)
are all certificates of title, applications for title or similar evidence of
ownership of such Collateral.]

       

      (d)           [The
Company has no interests in unextracted minerals or the like (including oil and
gas), assets consisting of timber to be cut or equipment used in farming
operations, farm products, grain or crops growing or to be grown.]  [
Listed on Schedule 3(d)
hereto is (i) the location of each wellhead or minehead with respect to
which the Company has an interest in unextracted minerals or the like (including
oil and gas), (ii) the location of all assets of the Company consisting of
timber to be cut and (iii) the location of any equipment used in farming
operations, farm products, grain or crops growing or to be grown.]

       

      (e)           [The
Company holds no securities.]  [Listed on Schedule 3(e)
hereto is the name and jurisdiction of organization of each company with respect
to which the Company holds securities.]

       

      (f)           [The
Company holds no partnership interests, limited liability company membership
interests or other equity interests not constituting securities (as defined in
the UCC).]  [Listed on Schedule 3(f)
hereto is the name of each company with respect to which the Company holds
partnership interests, limited liability company membership interests or other
equity interests not constituting securities (as defined in the
UCC).]

       

      (g)           [The
Company maintains no Securities Accounts.]  [Listed on Schedule 3(g)
hereto is the Securities Intermediary and account number of each Securities
Account maintained by the Company, together with a description of all securities
entitlements (as defined in the UCC) and other financial assets (as defined in
the UCC) on deposit therein or credited thereto.]

       

      (h)           Listed
Schedule 3(h)
hereto, is the bank or other financial institution and account number of each
Deposit Account or other bank account maintained by the Company, together with a
description of the purpose for which each such account is used.

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

      (i)           [The
approximate dollar value of all Inventory of the Company consigned to third
parties at any time is $_____________.]  [The Company has no Inventory
consigned to third parties.]

       

      (j)           The
approximate dollar value of all tangible Collateral located in the following
States is:

       

      
        	
                Alabama:

              	
                $                      1

              
	
                Florida:

              	
                $                      2

              
	
                Tennessee:

              	
                $                      3

              


      

      


      (k)           [Listed
on Schedule 3(k)
hereto (by county) is the approximate dollar value of all Inventory of the
Company located outside of the United States of America at any
time.]  [The Company has no Inventory located outside of the United
States of America.]

       

      (l)           [Listed
on Schedule 3(l)
hereto are all of the commercial tort claims in favor of the Company, including
the identity of each Person party or potentially party to each such claim, the
approximate dollar value of each such claim, the nature of the events or
circumstances giving rise to each such claim, the date each such claim arose and
the history and status of any related court proceedings and/or settlement
negotiations.]  [There are no commercial tort claims in favor of the
Company.]

       

      4.           Unusual
Transactions.  [Except as set forth on Schedule 4
hereto, no]  [No] unusual transactions have occurred in the past five
years, all Accounts have been originated by the Company and all Inventory or
Equipment has been acquired by the Company in the ordinary course of business
from a dealer in goods of that type.

       

      5.           Patents, Trademarks and
Copyrights.  [The Company owns no, and has not applied for any,
Patents, Trademarks or Copyrights and is not a party to any
Licenses.]  [Listed on Schedule 5
hereto is each Patent, Trademark and Copyright owned or applied for by the
Company and each License to which the Company is a party.]

       

      6.           Existing
Liens.  As of the date hereof, there are no (i) Uniform
Commercial Code financing statements naming the Company as debtor or seller and
covering any of the Collateral, (ii) notices of the filing of any federal
tax lien (filed pursuant to section 6323 of the Code) or any lien of the
PBGC (filed pursuant to Section 4068 of ERISA) covering any of the
Collateral or (iii) judgment liens filed against the Company, except as set
forth on the UCC Search Reports attached hereto as Exhibit A.

       

       

      
        
          
            

          

          1 This is only relevant if UCCs
covering tangible personal property in Alabama are being filed in the State of
Alabama so as to trigger the UCC filing tax in the state.  The value
of the tangible Collateral is requested so that filing taxes may be calculated
based upon the portion of the overall Collateral located in Alabama rather than
the full amount of the credit facility.

        

         

          2 This is only relevant if
the security documents are being delivered in the State of Florida so as to
trigger the UCC filing tax in that state.

        

         

          3 This is only relevant if
UCCs covering tangible personal property in Tennessee are being filed in the
State of Tennessee so as to trigger the UCC filing tax in the
state.  The value of the tangible Collateral is requested so that
filing taxes may be calculated based upon the portion of the overall Collateral
located in Tennessee rather than the full amount of the credit
facility.

           

           

          
            
               

            

            
              3

              
                

              

            

            
               

            

          

           

        

      

      
        	
                 
      

              	
                Date:  _______________,
      2008

              	
                BE AEROSPACE,
      INC.

              
	 	 	 
	 	 	By:
      ________________________________________
	 	 	Name:
	 	 	Title: [chief
      executive officer]


      

       

       

      
         

        
          	
                   
      

                	
                   

                	
                   

                
	 	 	 
	 	 	By:
      ________________________________________
	 	 	Name:
	 	 	Title: [chief
      legal officer]


        

         

      

       

       

      
         

      

      
        
           

        

        
          4

          
            

          

        

        
           

        

      

      Exhibit
G

       

      Form of Subordination Terms
and Conditions of Intercompany Note

       

      EACH
PROMISSORY NOTE EVIDENCING AN INTERCOMPANY LOAN OR ADVANCE INCURRED BY THE
COMPANY OWING TO ANY SUBSIDIARY OF THE COMPANY SHALL HAVE INCLUDED ON ITS FACE
THE FOLLOWING PROVISION AND SHALL HAVE “ANNEX A TO INTERCOMPANY NOTE” ATTACHED
THERETO AND MADE A PART THEREOF.

       

      “This
Intercompany Note, and the obligations of the Payor hereunder, shall be
subordinate and junior in right of payment to all Senior Debt (as defined in
Section 1 of Annex A hereto) on the terms and conditions set forth in Annex
A hereto.  Annex A hereto is incorporated herein by reference in its
entirety and is a part of this Intercompany Note to the same extent as if it had
been set forth in its entirety in this Intercompany Note.”

       

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      Annex
A

      to
Intercompany Note

       

      Section
1.         Definitions.  Capitalized
terms defined in the Credit Agreement dated as of July 28, 2008 (as
amended, restated, amended and restated, modified or supplemented from time to
time and including any agreement extending the maturity of, refinancing or
otherwise amending, amending and restating or otherwise modifying or
restructuring all or any portion of the obligations of the Company under such
agreement or any successor agreement, the “Credit Agreement”)
among BE Aerospace, Inc. (the “Company”), the banks
and other lending institutions from time to time party thereto (each a “Lender” and,
collectively, the “Lenders”), JPMorgan
Chase Bank, N.A., as Administrative Agent, as the Issuing Lender and as the
Swing Line Lender (together with its successor or successors in each such
capacity, the “Administrative
Agent”, the “Issuing Lender” and
the “Swing Line
Lender”, respectively), UBS Securities LLC and Credit Suisse Securities
(USA) LLC, as Syndication Agents (together with their successor or successors in
such capacity, the “Syndication Agents”),
and The Royal Bank of Scotland plc and Wells Fargo Bank, N.A., as Documentation
Agents (the “Documentation
Agents”), and not otherwise defined herein or in the intercompany note to
which this Annex A is attached (the “Intercompany
Note”)  have, as used in this Annex A, the respective meanings
provided for therein.  The following additional terms, as used herein,
have the following respective meanings:

       

      “Senior Debt” means
the Finance Obligations, including any Finance Obligations the proceeds of which
are used to refinance other Finance Obligations, in each case whether now owed
or hereafter arising, whether fixed or contingent, whether for principal,
premium (if any), interest (including, without limitation, any interest which
accrues after the commencement of any case, proceeding or other action relating
to the bankruptcy, insolvency or reorganization of any Credit Party), expenses,
indemnifications, reimbursement obligations or otherwise, together with all
renewals, extensions, increases or rearrangements thereof.

       

      “Subordinated Debt”
means all principal of and interest on all obligations, liabilities and
indebtedness of the Payor now or hereafter owing to the Payee or any other
holder from time to time of the Intercompany Note under the Intercompany Note or
otherwise, whether fixed or contingent and whether for principal, interest
(including, without limitation, any interest which accrues after the
commencement of any case, proceeding or other action relating to the bankruptcy,
insolvency or reorganization of the Payor, whether or not allowed or allowable
as a claim in any such proceeding), fees, expenses, indemnifications,
reimbursement obligations, subrogation or contribution claims or otherwise,
together with all renewals, extensions, increases or rearrangements
thereof.

       

      Section
2.          Subordination by the
Payee.  Each of the Payee and each other holder from time to
time of the Intercompany Note by its acceptance thereof hereby covenants and
agrees that the payment of the Subordinated Debt shall be subordinate and
subject in right of payment, to the extent set forth herein, to the prior
payment in full in cash of the Senior Debt.  The provisions of this
Annex A shall constitute a continuing offer to all Persons who, in reliance upon
such provisions, become holders of, or continue to hold, Senior Debt, and such
provisions are made for the benefit of the holders of the Senior
Debt.  The holders of the Senior Debt are hereby made obligees
hereunder with the same force and effect as if their names were written herein
as such, and they and/or each of them may proceed to enforce such
provisions.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      Section
3.           Priority and Payment Over in
Certain Events.

       

      (a)           Priority and Payment Over
Upon Insolvency and Dissolution.  In the event of (x) any
insolvency or bankruptcy case or proceeding or any receivership, liquidation,
reorganization or similar case or proceeding in connection therewith relative to
the Payor or its creditors, as such, or to its assets, or (y) any
liquidation, dissolution or other winding up of the Payor, whether voluntary or
involuntary and whether or not involving insolvency or bankruptcy or
(z) any assignment for the benefit of creditors or other marshaling of
assets and liabilities of the Payor, then and in any such event:

       

      (i)           the
holders of the Senior Debt shall be entitled to receive payment in full in cash
of all amounts due or to become due on or in respect of all Senior Debt before
the Payee shall be entitled to receive and retain any direct or indirect payment
on account of the principal, interest or other amounts due or to become due on
the Subordinated Debt, including, without limitation, by exercise of any right
of set off and any payment which might be payable or deliverable by reason of
any other indebtedness being subordinated in right of payment to the
Subordinated Debt; and

       

      (ii)           any
payment or distribution of any kind or character, whether in cash, property or
securities which may be payable or deliverable in respect of the Subordinated
Debt in any such case, proceeding, dissolution, liquidation or other winding up
or event, including any such payment or distribution which may be payable or
deliverable by reason of the payment of any other indebtedness of the Payor
which is subordinated to the payment of the Subordinated Debt, shall be paid by
the Payor or by the trustee in bankruptcy, debtor-in-possession, receiver,
liquidating trustee, custodian, assignee, agent or other Person making payment
or distribution of assets of the Payor directly to the Administrative Agent to
the extent necessary to pay all Senior Debt in full in cash after giving effect
to any concurrent payment or distribution to or for the benefit of the holders
of the Senior Debt.

       

      The
consolidation of the Payor with, or the merger of the Payor into, another Person
or the liquidation or dissolution of the Payor following the conveyance or
transfer of its assets substantially as an entirety to another Person upon terms
and conditions permitted under the Credit Agreement shall not be deemed a
dissolution, winding up, liquidation, reorganization, assignment for the benefit
of creditors or marshaling of assets and liabilities of the Payor for purposes
of this Section 3(a) if the Person formed by such consolidation or into
which the Payor is merged or the Person which acquires by conveyance or transfer
such property and assets substantially as an entirety, as the case may be, shall
comply with the conditions set forth in the Credit Agreement as a prerequisite
for such consolidation, merger, conveyance or transfer.

       

      (b)           Payment on Subordinated Debt
Suspended When Senior Debt is in Default.  In the event and
during the continuation of any Default or Event of Default under the Credit
Agreement or under any other agreement or instrument evidencing or securing any
Senior Debt, then unless and until such Default or Event of Default shall have
been cured or waived or shall have ceased to exist and any resulting
acceleration shall have been rescinded or annulled, or in the event any judicial
proceeding shall be pending with respect to any such Default or Event of
Default, then no direct or indirect payment, including any payment which may be
payable by reason of the payment of any other indebtedness of the Company which
is subordinated to the payment of the Subordinated Debt) shall be made by or on
behalf of the Payor on account of the principal of or interest on the
Subordinated Debt or on account of the purchase or other acquisition by it of
the Subordinated Debt.  The provisions of this Section 3(b) shall
not apply to any payment with respect to which Section 3(a) would be
applicable.

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

      (c)           Rights and Obligations of
the Payees.  If, notwithstanding the foregoing provisions of
this Section 3, any Payee or other holder of the Subordinated Debt shall
have received any payment or distribution of assets of the Payor of any kind or
character, whether in cash, property or securities, including any such payment
or distribution which may be payable or deliverable by reason of the payment of
any other indebtedness of the Payor which is subordinated to the payment of the
Subordinated Debt, before all amounts due or to become due on or in respect of
all Senior Debt have been irrevocably paid in full in cash, then and in such
event such payment or distribution shall be received in trust for the creditors
and other holders of the Senior Debt and shall be forthwith paid over or
delivered by the Payee or other holder of the Subordinated Debt receiving the
same directly to the Administrative Agent or, to the extent legally required, to
the trustee in bankruptcy, debtor-in-possession, receiver, liquidating trustee,
custodian, assignee, agent or other Person making such payment or distribution
of assets of the Payor, for application to the payment of all Senior Debt
remaining unpaid to the extent necessary to pay all Senior Debt in full after
giving effect to any concurrent payment or distribution to or for the benefit of
the holders of the Senior Debt.

       

      Section
4.         Rights of the Creditors Not
to be Impaired.  No right of the Administrative Agent or any
other creditor or any other present or future holder of the Senior Debt to
enforce subordination as herein provided shall at any time in any way be
prejudiced or impaired by any act or failure to act in good faith by the
Administrative Agent or any other such creditor or other holder of the Senior
Debt or by any noncompliance by any Payee with the terms and provisions and
covenants herein regardless of any knowledge thereof the Administrative Agent or
any other such creditor or other holder may have or otherwise be charged
with.  The holders of the Senior Debt may, without in any way
affecting the obligations of the Payee or any other holder of the Subordinated
Debt with respect thereto, at any time or from time to time in their absolute
discretion, change the manner, place or terms or payment of, change or extend
the time or payment of or renew or alter any Senior Debt, or amend, supplement
or modify any agreement or instrument governing or evidencing such Senior Debt
or any other document referred to therein, or exercise or refrain from
exercising any other of their rights under the Senior Debt including, without
limitation, the waiver of any Default or Event of Default thereunder and the
release of any collateral securing such Senior Debt, all without notice to or
assent from the Payee or any other holder of the Subordinated Debt, upon the
terms and conditions set forth in the agreements governing the Senior
Debt.  The provisions of this Annex A are intended to be for the
benefit of the creditors and each other holder of the Senior Debt and shall be
enforceable directly by the Administrative Agent and any Lenders, as applicable,
or any other present or future holder or holders of the Senior
Debt.

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

      Section
5.         Restriction on Assignment of
Subordinated Debt.  The Payee and each other holder from time
to time of the Subordinated Debt by its acceptance thereof agrees not to sell,
assign or transfer all or any part of the Subordinated Debt while any Senior
Debt remains unpaid unless such sale, assignment or transfer is made expressly
subject to the provisions of this Annex A.  The Payee represents that
no other subordination of the Subordinated Debt is in existence on the date
hereof, and the Payee agrees that the Subordinated Debt will not be subordinated
to any indebtedness other than the Senior Debt.

       

      Section
6.         Reliance on
Subordination.  The Payee and each other holder from time to
time of the Subordinated Debt by its acceptance thereof consents and agrees that
all Senior Debt shall be deemed to have been made or incurred at the request of
the Payee and all other holders from time to time of the Subordinated Debt and
in reliance upon the subordination of the Subordinated Debt pursuant to this
Annex A.

       

      Section
7.         Actions Against the Payor;
Exercise of Remedies.  Neither the Payee nor any other holder
of the Subordinated Debt will (i) commence (unless the Administrative Agent
or other holders of the Senior Debt shall have commenced) any action or
proceeding against the Payor to recover all or any part of the Subordinated Debt
or (ii) join with any creditor (unless the Administrative Agent or other
holders of the Senior Debt shall also join) in bringing any proceeding against
the Payor under the United States Bankruptcy Code or any other state, federal or
foreign insolvency statute unless and until, in each case, the Senior Debt shall
have been irrevocably paid in full in cash.  Neither the Payee nor any
other holder of the Subordinated Debt will ask, demand, sue for, take or receive
from the Payor, directly or indirectly, in cash, property or securities or by
set off or in any other manner (including, without limitation, from or by way of
attachment or seizure of or foreclosure upon any property or assets of the Payor
which may now or hereafter constitute collateral for any Subordinated Debt),
payment of all or any part of the Subordinated Debt if an Event of Default shall
have occurred and be continuing under the Credit Agreement or under any other
agreement or instrument evidencing or securing the Senior Debt unless and until
all Senior Debt shall have been irrevocably paid in full in cash or the benefits
of this sentence waived by or on behalf of the creditors or the other holder or
holders of the Senior Debt.

       

      Section
8.         Subrogation.  The
Payee or other holder from time to time of the Subordinated Debt shall be
subrogated to the rights of the holders of the Senior Debt to receive payments
or distributions of assets of the Payor applicable to the Senior Debt until all
amounts owing on the Subordinated Debt have been paid in full; provided that
neither the Payee nor any other holder of the Subordinated Debt shall enforce
any payment by way of subrogation (whether contractual, under Section 509
of the United States Bankruptcy Code or otherwise) until the Commitments have
been terminated and the principal of and interest on the Loans and all other
amounts payable under or with respect to the Senior Debt have been irrevocably
paid in full in cash.  For the purposes of the rights of subrogation
set forth in this Section 8, no payments or distributions to any creditor
or other holder or holders of the Senior Debt of any cash, property or
securities to which the Payee or other holder or holders of the Subordinated
Debt would be entitled but for the provisions of this Annex A, and no payments
over pursuant to the provisions of this Annex A to any creditor or other holder
or holders of the Senior Debt by the Payee or other holder or holders of the
Subordinated Debt,  shall, as among the Payor, its creditors (other
than any other holder or holders of the Senior Debt) and the Payee and other
holder or holders of the Subordinated Debt, be deemed to be a payment or
distribution by the Payor to or on account of the Senior Debt, it being
understood that the provisions of this Annex A are solely for the purpose of
defining the relative rights of the Creditors or any other holder or holders of
the Senior Debt and the Payee and any other holder or holders of the
Subordinated Debt.

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      

      Section
9.         Waiver of UCC
Provisions.  If any applicable provisions of the Uniform
Commercial Code as in effect in the State of New York or any other relevant
jurisdiction (the “UCC”) requires the
Administrative Agent, the Collateral Agent or any other holder of the Senior
Debt or any representative thereof to notify the Payee or other holder of the
Subordinated Debt that the Administrative Agent, the Collateral Agent or such
other holder or representative thereof will foreclose or otherwise realize upon
any collateral or other property provided to secure the Senior Debt, whether
pursuant to Article 5 of the UCC or otherwise, the Payee and each other
holder from time to time of the Subordinated Debt by its acceptance thereof
hereby waives, to the extent permitted by applicable law, all such required
notice(s) and, to the extent such requirement of notice may not be waived under
applicable law, agrees that two Business Days’ written notice of any such
foreclosure or other realization shall be commercially
reasonable.  The Payee and each other holder from time to time of the
Subordinated Debt by its acceptance thereof further waives, to the extent
permitted by applicable law, any and all rights it may have to require the
Administrative Agent, the Collateral Agent or any other holder of the Senior
Debt or representative thereof to marshal any collateral or other property
provided as security for the Senior Debt and any and all other rights and
remedies now or hereafter available to the Payee or such other holder of the
Subordinated Debt under Section 9-504 of the UCC.  The Payee and
each other holder from time to time of the Subordinated Debt by its acceptance
thereof agrees that the Administrative Agent, the Collateral Agent and any other
holder of the Senior Debt or representative thereof may sell inventory that
constitutes collateral or other security for any Senior Debt pursuant to a
repurchase agreement, that such sale shall not be deemed a transfer subject to
Section 9-504(5) of the UCC or any similar provisions of any other
applicable law (such provisions, to the extent otherwise applicable to such
sale, being hereby waived), and that the repurchase of inventory by a seller
under a repurchase agreement shall be a commercially reasonable method of
disposition.

       

      Section
10.       Proofs of
Claim.  The Payee and each other holder from time to time of
Subordinated Debt may file such proofs of claim and other papers or documents as
may be necessary or advisable in order to have the claims of the Payee or such
other holder allowed in any judicial proceedings relative to the Payor, its
creditors or its property.  If the Payor or any other holder from time
to time of Subordinated Debt files any claim, proof of claim or similar
instrument in any judicial proceeding referred to above and all Senior Debt has
not been irrevocably paid in full in cash, the Payor or such other holder shall
(i) file such claim, proof of claim or similar instrument on behalf of the
Administrative Agent and the other holder or holders of the Senior Debt as such
Creditors’ or other holder’s or holders’ interests may appear and (ii) take
all such other actions as may be appropriate to ensure that all payments and
distributions made in respect of any such proceedings are made to the
Administrative Agent, and any other holder or holders of the Senior Debt as its
or their interests may appear.

       

      
        
           

        

        
          5

          
            

          

        

        
           

        

      

      Any term
or provision of this Section 10 to the contrary notwithstanding, if any
judicial proceeding referred to above is commenced by or against the Payor, and
so long as all Senior Debt has not been irrevocably paid in full in
cash:  (i) the Administrative Agent, or any other holder or
holders of the Senior Debt or representatives thereof are hereby irrevocably
authorized and empowered (in each case, in its own name), but shall have no
obligation, to (A) demand, sue for, collect and receive every payment or
distribution received in respect of any such proceeding and give acquittance
therefor and to file claims and proofs of claims and (B) exercise any
voting rights otherwise attributable to the Payee or other holders of the
Subordinated Debt in any such proceeding; (ii) the Payee or such other
holder or holders of the Subordinated Debt shall duly and promptly take, for the
account of the holders of the Senior Debt, such action as the Administrative
Agent, or other holder or holders of the Senior Debt or representatives thereof
may request to collect all amounts payable by the Payor in respect of the
Subordinated Debt and to file the appropriate claims or proofs of claim in
respect of the Subordinated Debt; and (iii) the Payee and each other holder
of Subordinated Debt shall, at the request of the Administrative Agent or other
holder or holders of the Senior Debt or representatives thereof duly and
promptly consent to or join in or stipulate its agreement with any action or
position which each other holder of the Senior Debt may take in any such
judicial proceeding referred to above, including, without limitation, such
actions and positions as the holders of Senior Debt may take with respect to
requests for relief from the automatic stay, for authority to use cash
collateral or to use, sell or lease other property of the estate, for
assumption, assignment or rejection of any executory contract and to obtain
credit.  The Payee and each other holder from time to time of
Subordinated Debt by its acceptance thereof hereby appoints the Administrative
Agent, the Collateral Agent, or the other holder or holders of the Senior Debt
or representatives thereof as its agent(s) and attorney(s) in fact, all acts of
such attorney(s) being hereby ratified and confirmed and such appointment(s),
being coupled with an interest, being irrevocable until the Senior Debt is
irrevocably paid in full in cash, to exercise the rights and file the claims
referred to in this Section 8 and to execute and deliver any documentation
necessary for the exercise of such rights or to file such
claims.  Notwithstanding anything to the contrary contained herein,
neither the Payee nor any other holder of Subordinated Debt shall file any claim
or take any action which competes or interferes with the rights and interests of
the any other holders of the Senior Debt under the Credit Agreement and other
Credit Documents, or any other agreement or instrument evidencing or securing
the Senior Debt.  Until the Senior Debt has been irrevocably paid in
full in cash, neither the Payee nor any other holder of the Subordinated Debt
will (in any proceeding of the type described in Section 2(a)) discharge
all or any portion of the obligations of the Payor in respect of the
Subordinated Debt, whether by forgiveness, receipt of capital stock, exercise of
conversion privileges or otherwise, without the prior written consent of the
Administrative Agent, or the holder or holders of the Senior Debt.

       

      Section
11.          Obligation of  the
Payor Unconditional.  Nothing contained in this Annex A or in
the Intercompany Note is intended to or shall impair, as between
the  Payor and the holder of the Intercompany Note, the obligation of
the Payor, which is absolute and unconditional, to pay to the holder of the
Intercompany Note the principal of and interest on the Intercompany Note as and
when the same shall become due and payable in accordance with their terms, or is
intended to or shall affect the relative rights of the holder of the
Intercompany Note and creditors of the Payor other than the holders of the
Senior Debt, nor shall anything herein or therein, except as expressly provided,
prevent the holder of the Intercompany Note from exercising all remedies
otherwise permitted by applicable law, subject to the rights, if any, under this
Annex A of the holders of Senior Debt in respect of cash, property, or
securities of the Payor received upon the exercise of any such
remedy.  Upon any distribution of assets of the Payor referred to in
this Annex A, the holder of the Intercompany Note shall be entitled to rely upon
any order or decree made by any court of competent jurisdiction in which such
dissolution, winding up, liquidation or reorganization proceedings are pending,
or a certificate of the liquidating trustee or agent or other Person making any
distribution to the holder of the Intercompany Note, for the purpose of
ascertaining the Persons entitled to participate in such distribution, the
holders of the Senior Debt and other indebtedness of the Payor, the amount
thereof or payable thereon, the amount or amounts paid or distributed thereon
and all other facts pertinent thereto or to this Annex A.

       

      
        
           

        

        
          6

          
            

          

        

        
           

        

      

      Section
12.          Reinstatements in Certain
Circumstances.  If, at any time, all or part of any payment
with respect to Senior Debt theretofore made by the Payor or any other Person is
rescinded or must otherwise be returned by the holders of Senior Debt for any
reason whatsoever (including, without limitation, the insolvency, bankruptcy or
reorganization of Payor or such other Persons), the subordination provisions set
forth herein shall continue to be effective or be reinstated, as the case may
be, all as though such payment had not been made.

       

      


      
        
           

        

        
          7

          
            

          

        

        
           

        

      

      


      Exhibit
H

       

      Form of Credit Party
Accession Agreement

       

      CREDIT PARTY ACCESSION
AGREEMENT dated as of [As-of Date] (as amended, modified or supplemented
from time to time, this “Agreement”) among
[NEW CREDIT PARTY NAME], [New Credit Party Description] (the “New Credit Party”),
and JPMORGAN CHASE BANK, N.A., as Administrative Agent and as Collateral Agent
for and on behalf of the Lenders referred to below.

       

      BE
Aerospace, Inc., a Delaware corporation (the “Company”), has
entered into a Credit Agreement dated as of July 28, 2008 (as amended,
restated, amended and restated, modified or supplemented from time to time and
including any agreement extending the maturity of, refinancing or otherwise
amending, amending and restating or otherwise modifying or restructuring all or
any portion of the obligations of the Company under such agreement or any
successor agreement, the “Credit Agreement”;
the terms defined therein which are not otherwise defined herein being used
herein as therein defined) among the Company, the banks and other lending
institutions from time to time party thereto (each a “Lender” and,
collectively, the “Lenders”), JPMorgan
Chase Bank, N.A., as Administrative Agent, as Issuing Lender and as Swing Line
Lender (together with its successor or successors in each such capacity, the
“Administrative
Agent”, the “Issuing Lender” and
the “Swing Line
Lender”, respectively), UBS Securities LLC and Credit Suisse Securities
(USA) LLC, as Syndication Agents (together with their successor or successors in
such capacity, the “Syndication Agents”),
and The Royal Bank of Scotland plc and Wells Fargo Bank, N.A., as Documentation
Agents (the “Documentation
Agents”).

       

      Certain
Lenders and their affiliates at the time (each, a “Hedge Bank”) may from
time to time provide forward rate agreements, options, swaps, caps, floors and
other derivative contracts (collectively, the “Swap Contracts”) to
the Company or one or more of its Subsidiaries.  In addition, certain
Lenders or their affiliates at the time (each, a “Cash Management
Bank”) may provide treasury management services to, for the benefit of,
or otherwise in respect of, the Company and its Subsidiaries (including
treasury, depository, overdraft, credit or debit card, electronic funds transfer
and other cash management arrangements) under agreements from time to time
providing therefor (“Cash Management
Agreements”, and together with the Credit Documents and all Swap
Contracts, the “Finance
Documents”).  The Lenders, the Issuing Lender, the Swing Line
Lender, the Administrative Agent, the Syndication Agents, the Documentation
Agents, JPMorgan Chase Bank, N.A., as collateral agent (together with its
successor or successors in such capacity, the “Collateral Agent”),
each co-agent or sub-agent appointed by the Administrative Agent and the
Collateral Agent from time to time pursuant to the Credit Agreement or any other
Credit Document and each Indemnitee and their respective successors and assigns
are herein referred to individually as a “Senior Finance Party”
and collectively as the “Senior Finance
Parties”, and the Senior Finance Parties, the Hedge Banks, the Cash
Management Banks and their respective successors and assigns are herein referred
to individually as a “Secured Party” and
collectively as the “Secured
Parties”.

       

      To induce
the Lenders to enter into the Credit Documents, the Hedge Banks to enter into
Swap Contracts permitted under the Credit Agreement and the Cash Management
Banks to enter into Cash Management Agreements, each of the Subsidiaries of the
Company which shall be required to become a party hereto from time to time in
accordance with Section 8.10 or
9.15 of the
Credit Agreement and Section 5.10
hereof (each a “Guarantor” and,
collectively, the “Guarantors”) agree,
jointly and severally, to provide a guaranty of all obligations of the Company
and the other Credit Parties under and in respect of the Finance
Documents.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      As a
condition precedent to the obligations of the Lenders under the Credit
Agreement, the Company and each Guarantor (each a “Credit Party” and,
together with the respective successors and permitted assigns of each of the
foregoing, the “Credit
Parties”) has agreed or will agree to grant a continuing security
interest in favor of the Collateral Agent in and to the Collateral to secure the
Finance Obligations.

       

      The New
Credit Party, was [formed] [acquired] by the Company and is a Wholly-Owned
Subsidiary of the Company.  [Describe formation or acquisition
transaction, as applicable.]

       

      Subject to
certain exceptions set forth therein, Section 8.10 of
the Credit Agreement requires the Company to take, and to cause each of its
Subsidiaries to take, such actions from time to time as shall be necessary to
ensure that Qualified Domestic Assets at all times from and after the Effective
Date have a book value at least equal to the Minimum Qualified Domestic Asset
Amount.  Section 9.15 of
the Credit Agreement provides that the Company will not and will not permit any
Subsidiary to, directly or indirectly, incur or assume any guaranty of
Indebtedness of any other entity, unless such Subsidiary is already a Credit
Party or contemporaneously therewith, effect provision is made to guarantee the
Finance Obligations equally and ratably with (or on a senior secured basis to,
if applicable) such other Indebtedness for so long as such other Indebtedness is
so guaranteed.  A Qualified Domestic Asset Trigger Event under Section 8.10 of
the Credit Agreement or an event described in Section 9.15
thereof requires that one or more Subsidiaries become a party to the Guaranty as
an additional “Guarantor”, become a party to the Security Agreement as an
additional “Credit Party” and become a party to the Pledge Agreement as an
additional “Credit Party”.  The Guaranty, the Security Agreement and
the Pledge Agreement specify that such additional Subsidiaries may become
“Guarantors” under the Guaranty and “Credit Parties” under each of the Security
Agreement and the Pledge Agreement by execution and delivery of a counterpart of
each such Credit Document.

       

      The New
Credit Party has agreed to execute and deliver this Agreement in order to
evidence its agreement to become a “Guarantor” under the Guaranty and a “Credit
Party” under each of the Security Agreement and the Pledge
Agreement.  Accordingly, the parties hereto agree as
follows:

       

      Section
1.         Guaranty.  In
accordance with Section 5.10 of
the Guaranty, the New Credit Party hereby (i) agrees that, by execution and
delivery of a counterpart signature page to the Guaranty in the form attached
hereto as Exhibit A, the
New Credit Party shall become a “Guarantor” under the Guaranty with the same
force and effect as if originally named therein as a Guarantor (as defined in
the Guaranty), (ii) acknowledges receipt of a copy of and agrees to be
obligated and bound as a “Guarantor” by all of the terms and provisions of the
Guaranty and (iii) acknowledges and agrees that, from and after the date
hereof, each reference in the Guaranty to a “Guarantor” or the “Guarantors”
shall be deemed to include the New Credit Party.  The New Credit Party
hereby waives acceptance by the Administrative Agent and the Senior Finance
Parties of the guarantee by the New Credit Party under the Guaranty upon the
execution and delivery by the New Credit Party of the counterpart signature
referred to herein.

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

      Section
2.          Security
Agreement.  In accordance with Section 7.10 of
the Security Agreement, the New Credit Party hereby (i) agrees that, by
execution and delivery of a counterpart signature page to the Security Agreement
in the form attached hereto as Exhibit B, the
New Credit Party shall become a “Credit Party” under the Security Agreement with
the same force and effect as if originally named therein as a Credit Party (as
defined in the Security Agreement), (ii) acknowledges receipt of a copy of
and agrees to be obligated and bound as a “Credit Party” by all of the terms and
provisions of the Security Agreement, (iii) grants to the Collateral Agent
for the benefit of the Senior Finance Parties a continuing security interest in
the Collateral (as defined in the Security Agreement), in each case to secure
the full and punctual payment of the Finance Obligations in accordance with the
terms thereof and to secure the performance of all of the obligations of each
Credit Party under the Credit Agreement and the other Finance Documents,
(iv) represents and warrants that each of Schedules 1.01A,
1.01B, 3.05 and 4.01 to the Security
Agreement, as amended, supplemented and modified as set forth on Schedules 1.01A,
1.01B, 3.05 and 4.01 hereto, is
complete and accurate with respect to the New Credit Party as of the date hereof
after giving effect to the New Credit Party’s accession to the Security
Agreement as an additional Credit Party thereunder and (v) acknowledges and
agrees that, from and after the date hereof, each reference in the Security
Agreement to a “Credit Party” or the “Credit Parties” shall be deemed to include
the New Credit Party.

       

      Section
3.           Pledge
Agreement.  In accordance with Section 8.10 of
the Pledge Agreement, the New Credit Party hereby (i) agrees that, by
execution and delivery of a counterpart signature page to the Pledge Agreement
in the form attached hereto as Exhibit C, the
New Credit Party shall become a “Credit Party” under the Pledge Agreement with
the same force and effect as if originally named therein as a Credit Party (as
defined in the Pledge Agreement), (ii) acknowledges receipt of a copy of
and agrees to be obligated and bound as a “Credit Party” by all of the terms and
provisions of the Pledge Agreement, (iii) grants to the Collateral Agent
for the benefit of the Secured Parties a continuing security interest in the
Collateral (as defined in the Pledge Agreement), in each case to secure the full
and punctual payment of the Finance Obligations in accordance with the terms
thereof and to secure the performance of all of the obligations of each Credit
Party under the Credit Agreement and the other Finance Documents,
(iv) represents and warrants that each of Schedules I, II, III, and IV to the Pledge
Agreement, as amended, supplemented and modified as set forth on Schedules I, II, III, and IV hereto, is
complete and accurate with respect to the New Credit Party as of the date hereof
after giving effect to the New Credit Party’s accession to the Pledge Agreement
as an additional Credit Party thereunder and (v) acknowledges and agrees
that, from and after the date hereof, each reference in the Pledge Agreement to
a “Credit Party” or the “Credit Parties” shall be deemed to include the New
Credit Party.

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

      Section
4.            Representations and
Warranties.  The New Credit Party hereby represents and
warrants that:

       

      (a)           This
Agreement has been duly authorized, executed and delivered by the New Credit
Party, and each of this Agreement and the Guaranty, the Security Agreement and
the Pledge Agreement, as acceded to hereby by the New Credit Party, constitutes
a valid and binding agreement of the New Credit Party, enforceable against the
New Credit Party in accordance with its terms, except in each case as such
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the enforceability of creditors’ rights
generally and by equitable principles of general applicability (regardless of
whether such enforceability is considered in a proceeding in equity or at
law).

       

      (b)           Each
of the representations and warranties contained in the Credit Agreement, the
Guaranty, the Security Agreement, the Pledge Agreement and each of the other
Finance Documents is true and correct in all material respects as of the date
hereof, with the same effect as though such representations and warranties had
been made on and as of the date hereof after giving effect to the accession of
the New Credit Party as an additional “Guarantor” under the Guaranty and an
additional “Credit Party” under each of the Security Agreement and the Pledge
Agreement.

       

      (c)           Attached
hereto as Exhibit D is a
correct and complete Perfection Certificate relating to the New Credit Party and
its Collateral.

       

      Section
5.            Effectiveness.  This
Agreement and the accession of the New Credit Party to the Guaranty, the
Security Agreement and the Pledge Agreement as provided herein shall become
effective with respect to the New Credit Party when (i) the Administrative
Agent shall have received a counterpart of this Agreement duly executed by the
New Credit Party; and (ii) the Administrative Agent and/or the Collateral
Agent, as applicable, shall have received duly executed counterpart signature
pages to each of the Guaranty, the Security Agreement and the Pledge Agreement
as contemplated hereby.

       

      Section
6.            Integration;
Confirmation.  On and after the date hereof, each of the
Guaranty, the Security Agreement and the Pledge Agreement and the respective
Schedules thereto shall be supplemented as expressly set forth herein; all other
terms and provisions of each of the Guaranty, the Security Agreement, the Pledge
Agreement, the other Finance Documents and the respective Schedules thereto
shall continue in full force and effect and unchanged and are hereby confirmed
in all respects.

       

      Section
7.            Expenses.  The
New Credit Party agrees to pay (i) all out-of-pocket expenses of the
Agents, including fees and disbursements of special and local counsel for the
Agents, in connection with the preparation, execution and delivery of this
Agreement and any document or agreement contemplated hereby and (ii) all
taxes which the Collateral Agent or any Secured Party may be required to pay by
reason of the security interests granted in the Collateral (including any
applicable transfer taxes).

       

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      

      Section
8.             Governing
Law.  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING, WITHOUT
LIMITATION, SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF
NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES, EXCEPT AS OTHERWISE
REQUIRED BY MANDATORY PROVISIONS OF LAW.

       

      Section
9.              Counterparts.  This
Agreement may be signed in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and hereto were upon
the same instrument.  This Agreement may be transmitted and/or signed
by facsimile or by “.pdf” or similar electronic means and if so transmitted or
signed, shall, subject to requirements of law, have the same force and effect as
a manually signed original and shall be binding on the New Credit Party, the
Agents and the Secured Parties.  The Administrative Agent may also
require that this Agreement be confirmed by a manually signed original hereof;
provided, however, that the
failure to request or deliver the same shall not limit the effectiveness of any
facsimile document or signature.

       

      [Signature
Pages Follow]

       

       

      
        
           

        

        
          5

          
            

          

        

        
           

        

      

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

       

       

      
         

        
          
            
              	 	[NEW CREDIT PARTY
      NAME]	 
	 	 	 	 
	
                       

                    	
                      By:
      

                    	 	 
	 	 	Name:	 
	 	 	Title: 	 
	 	 	 	 


            

          

           

          
            
              	 	      
                      JPMORGAN
      CHASE BANK, N.A.,

                    	 
	 	 	      
                            
                        as
      Administrative Agent

                      

                    	 
	 	 	 	 
	
                       

                    	
                      By:
      

                    	 	 
	 	 	Name:	 
	 	 	Title: 	 
	 	 	 	 


            

          

          
             

            
              
                	 	      
                        JPMORGAN
      CHASE BANK, N.A.,

                      	 
	 	 	      
                              
                                
                            as
      Collateral Agent

                          

                        

                      	 
	 	 	 	 
	
                         

                      	
                        By:
      

                      	 	 
	 	 	Name:	 
	 	 	Title: 	 
	 	 	 	 


              

            

             

          

        

      

       

      
        
           

        

        
          6

          
            

          

        

        
           

        

      

      


      


      Exhibit
A

       

      Counterpart to
Guaranty

       

      The
undersigned hereby executes this counterpart to the Guaranty dated as of
_________, 20__ by the Guarantors party thereto from time to time in favor of
JPMorgan Chase Bank, N.A., as Administrative Agent, and, as of the date hereof,
assumes all of the rights and obligations of a “Guarantor”
thereunder.

       

      Date:___________________

       

      [NEW CREDIT PARTY
NAME]

       

      By:
_________________________________

      Name:

      Title:

       

      


       

      [New
Credit Party Notice Address

       

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      Exhibit
B

       

      Counterpart to Security
Agreement

       

      The
undersigned hereby executes this counterpart to the Security Agreement dated as
of __________, 20__ by the Credit Parties party thereto from time to time in
favor of JPMorgan Chase Bank, N.A., as Collateral Agent, and, as of the date
hereof, assumes all of the rights and obligations of a “Credit Party”
thereunder.

       

      
        Date:___________________

         

        [NEW CREDIT PARTY
NAME]

         

        By:
_________________________________

        Name:

        Title:

         

        


         

        [New
Credit Party Notice Address

      

       

      
 

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      Exhibit
C

       

      Counterpart to Pledge
Agreement

       

      The
undersigned hereby executes this counterpart to the Pledge Agreement dated as of
_________, 20__ by Credit Parties party thereto from time to time in favor of
JPMorgan Chase Bank, N.A., as Collateral Agent, and, as of the date hereof,
assumes all of the rights and obligations of a “Credit Party”
thereunder.

       

      
        Date:___________________

         

        [NEW CREDIT PARTY
NAME]

         

        By:
_________________________________

        Name:

        Title:

         

        


         

        [New
Credit Party Notice Address

         

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

      

      


      Exhibit
D

       

      Perfection
Certificate

       

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      


      Schedule
1.01A

       

      Claims

       

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      


      Schedule
1.01B

       

      Material Excluded
Contracts

       

       

       

      
 

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      Schedule
3.05

       

      Deposit Accounts and
Securities Accounts

       

      Deposit
Accounts:

       

      
        	
                
                  Name
      of Credit Party

                

              	
                
                  Name
      of

                  Financial
      Institution

                

              	
                
                  Account
      Number

                

              	
                
                  Purpose

                

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      


      

      


      Securities
Accounts:

       

      
        	
                
                  Name
      of Credit Party

                

              	
                
                  Name
      of

                  Financial
      Institution

                

              	
                
                  Account
      Number

                

              	
                
                  Purpose

                

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      


      

       

       

      
 

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      Schedule
4.01

       

      Schedule of Filings to
Perfect Security Interests

       

      
        	
                
                  Name
      of Debtor

                

              	
                
                  Filing
      Type

                

              	
                
                  Finance
      Document

                

              	
                
                  State

                

              	
                
                  Filing
      Office

                

              	
                
                  Filing
      Date

                

              	
                
                  File
      Number

                

              
	
                Legal
      Name of Debtor

              	
                UCC-1/UCC-2/UCC-3:  

                General/ILO/Fixture
      

                Filing/Assignment/Name
      

                Change/Termination

              	
                Security
      Agreement (If 

                doing
      an ILO/ 

                Assignment/Name
      

                Change/Termination
      put 

                Original
      File Date and 

                Number
      here)

              	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      


      

       

       

      
 

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      Schedule
I

       

      List of Pledged
Shares

       

      [NEW
CREDIT PARTY NAME]

       

      
        	
                
                  Issuer

                

              	
                
                  Class
      of 

                  Stock

                

              	
                
                  Certificate
      

                  Number,
      if 

                  Applicable

                

              	
                
                  Par
      Value

                

              	
                
                  Number
      of 

                  Shares

                

              	
                
                  Percentage
      of 

                  Class
      

                  Represented
      By 

                  Pledged
      Shares

                

              	
                
                  Type
      of 

                  Investment
      

                  Property

                

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      


      

       

       

       

      
 

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      Schedule
II

       

      List of Pledged
Notes

       

      [NEW
CREDIT PARTY NAME]

       

      
        	
                
                  Issuer

                

              	
                
                  Original
      Principal Amount

                

              	
                
                  Date

                

              	
                
                  Maturity
      Date

                

              	
                
                  Type
      of Investment Property

                

              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


      

       

       

      
 

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      Schedule
III

       

      List of Pledged LLC
Interests

       

      [NEW
CREDIT PARTY NAME]

       

      
        	
                
                  Issuer

                

              	
                
                  Class
      of Interest

                

              	
                
                  Certificate
      Numbers, 

                  if
      Applicable

                

              	
                
                  Percentage
      of Class 

                  Represented
      by 

                  Pledged
      LLC Interests

                

              	
                
                  Type
      of 

                  Investment
      Property

                

              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


      

       

       

      
 

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      Schedule
IV

       

      List of Pledged Partnership
Interests

       

      [NEW
CREDIT PARTY NAME]

       

      
        	
                
                  Issuer

                

              	
                
                  Class
      of Interest

                

              	
                
                  Certificate
      

                  Numbers,
      if 

                  Applicable

                

              	
                
                  Percentage
      of Class
      

                  Represented
      by 

                  Pledged
      Partnership 

                  Interests

                

              	
                
                  Type
      of Investment 

                  Property

                

              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


      

      


       

      
 

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
        Exhibit
I

      

       

       

      GUARANTY

       

      dated
as of July __, 2008

       

      among

       

      BE
AEROSPACE, INC.,

       

      THE
GUARANTORS FROM TIME TO TIME PARTY HERETO

       

      and

       

      JPMORGAN
CHASE BANK, N.A.,

      as
Administrative Agent

       

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      


      TABLE
OF CONTENTS*

       

      Page

       

      
        
          	
                  ARTICLE
      I

                  GUARANTY

                
	 
      	 
      	 
      
	
                  Section
      1.01

                	
                  The
      Guaranty

                	
                  2

                
	
                  Section
      1.02

                	
                  Guaranty
      Absolute

                	
                  4

                
	
                  Section
      1.03

                	
                  Payments

                	
                  6

                
	
                  Section
      1.04

                	
                  Discharge;
      Reinstatement in Certain Circumstances

                	
                  7

                
	
                  Section
      1.05

                	
                  Waiver
      by the Guarantors

                	
                  8

                
	
                  Section
      1.06

                	
                  Security
      for Guaranty

                	
                  10

                
	
                  Section
      1.07

                	
                  Agreement
      to Pay; Subordination of Subrogation Claims

                	
                  11

                
	
                  Section
      1.08

                	
                  Stay
      of Acceleration

                	
                  11

                
	
                  Section
      1.09

                	
                  No
      Set-Off

                	
                  11

                
	 
      
	
                  ARTICLE
      II

                  INDEMNIFICATION,
      SUBROGATION AND CONTRIBUTION

                
	 
      	 
      	 
      
	
                  Section
      2.01

                	
                  Indemnity
      and Subrogation

                	
                  12

                
	
                  Section
      2.02

                	
                  Contribution
      and Subrogation

                	
                  12

                
	 
      
	
                  ARTICLE
      III

                  REPRESENTATIONS,
      WARRANTIES AND COVENANTS

                
	 
      	 
      	 
      
	
                  Section
      3.01

                	
                  Representations
      and Warranties; Certain Agreements

                	
                  13

                
	
                  Section
      3.02

                	
                  Information

                	
                  13

                
	
                  Section
      3.03

                	
                  Subordination
      by Guarantors

                	
                  14

                
	 
      
	
                  ARTICLE
      IV

                  SET-OFF

                
	 
      	 
      	 
      
	
                  Section
      4.01

                	
                  Right
      of Set-Off

                	
                  14

                
	 
      
	
                  ARTICLE
      V

                  MISCELLANEOUS

                
	 
      	 
      	 
      
	
                  Section
      5.01

                	
                  Notices

                	
                  14

                
	
                  Section
      5.02

                	
                  Benefit
      of Agreement

                	
                  15

                
	
                  Section
      5.03

                	
                  No
      Waivers; Non-Exclusive Remedies

                	
                  15

                
	
                  Section
      5.04

                	
                  Enforcement

                	
                  15

                
	
                  Section
      5.05

                	
                  Amendments
      and Waivers

                	
                  16

                
	
                  Section
      5.06

                	
                  Governing
      law; Submission to Jurisdiction

                	
                  16

                
	
                  Section
      5.07

                	
                  Limitation
      of law; Severability

                	
                  16

                
	
                  Section
      5.08

                	
                  Counterparts;
      Integration; Effectiveness

                	
                  17

                
	
                  Section
      5.09

                	
                  WAIVER
      OF JURY TRIAL

                	
                  17

                
	
                  Section
      5.10

                	
                  Additional
      Guarantors

                	
                  17

                
	
                  Section
      5.11

                	
                  Termination;
      Release of Guarantors

                	
                  17

                
	
                  Section
      5.12

                	
                  Conflict

                	
                  18

                
	 
      	 
      	 
      
	 
      	 
      	 
      


        

        


      

       

      
        
          

        

        
          	
                  *

                	
                  The
      Table of Contents is not part of the
Guaranty.

                


        

         

         

        
          
             

          

          
            i

            
              

            

          

          
             

          

          
            Exhibit
I

          

           

           

        

      

      GUARANTY
dated as of July __, 2008 (as amended, restated, amended and restated,
modified or supplemented from time to time, this “Agreement”) among BE
AEROSPACE, INC., the GUARANTORS from time to time party hereto and JPMORGAN
CHASE BANK, N.A., as Administrative Agent for the benefit of the Secured Parties
referred to herein.

       

      BE
Aerospace, Inc., a Delaware corporation (the “Company”), proposes
to enter into a Credit Agreement dated as of July 28, 2008 (as amended,
restated, amended and restated, modified or supplemented from time to time and
including any agreement extending the maturity of, refinancing or otherwise
amending, amending and restating or otherwise modifying or restructuring all or
any portion of the obligations of the Company under such agreement or any
successor agreement, the “Credit Agreement”;
the terms defined therein which are not otherwise defined herein being used
herein as therein defined) among the Company, the banks and other lending
institutions from time to time party thereto (each a “Lender” and,
collectively, the “Lenders”), JPMorgan
Chase Bank, N.A., as Administrative Agent, as the Issuing Lender and as the
Swing Line Lender (together with its successor or successors in each such
capacity, the “Administrative
Agent”, the “Issuing Lender” and
the “Swing Line
Lender”, respectively), UBS Securities LLC and Credit Suisse Securities
(USA) LLC, as Syndication Agents (together with their successor or successors in
such capacity, the “Syndication Agents”),
and The Royal Bank of Scotland plc and Wells Fargo Bank, N.A., as Documentation
Agents (the “Documentation
Agents”).

       

      Certain
Lenders and their affiliates at the time (each, a “Hedge Bank”) may from
time to time provide forward rate agreements, options, swaps, caps, floors and
other derivative contracts (collectively, the “Swap Contracts”) to
the Company or one or more of its Subsidiaries.  In addition, certain
Lenders or their affiliates at the time (each, a “Cash Management
Bank”) may provide treasury management services to, for the benefit of,
or otherwise in respect of, the Company and its subsidiaries (including
treasury, depository, overdraft, credit or debit card, electronic funds transfer
and other cash management arrangements) under agreements from time to time
providing therefor (“Cash Management
Agreements”, and together with the Credit Documents and all Swap
Contracts, the “Finance
Documents”).  The Lenders, the Issuing Lender, the Swing Line
Lender, the Administrative Agent, the Syndication Agents, the Documentation
Agents, JPMorgan Chase Bank, N.A., as collateral agent (together with its
successor or successors in such capacity, the “Collateral Agent”),
each co-agent or sub-agent appointed by the Administrative Agent and the
Collateral Agent from time to time pursuant to the Credit Agreement or any other
Credit Document or other Credit Document referred to therein and each Indemnitee
and their respective successors and assigns are herein referred to individually
as a “Senior Finance
Party” and collectively as the “Senior Finance
Parties”, and the Senior Finance Parties, the Hedge Banks, the Cash
Management Banks and their respective successors and assigns are herein referred
to individually as a “Secured Party” and
collectively as the “Secured
Parties”.

       

      To induce
the Lenders to enter into the Credit Agreement and the other Credit Documents,
the Hedge Banks to enter into Swap Contracts permitted under the Credit
Agreement and the Cash Management Banks to enter into Cash Management Agreements
(the Credit Documents, the Swap Agreements and the Cash Management Agreements
being herein collectively referred to as the “Finance Documents”),
each of the subsidiaries of Company which shall be required to become a party
hereto from time to time in accordance with Section 8.10 or
9.15 of the
Credit Agreement and Section 5.10
hereof (each a “Guarantor” and,
collectively, the Guarantors”) will
agree, jointly and severally, to provide a guaranty of all obligations of the
Company and the other Credit Parties under and in respect of the Finance
Documents.  The Company and the Guarantors are referred to herein
individually as a “Credit Party” and
collectively as the “Credit
Parties.”  As used herein, “Other Credit Parties”
means, with respect to any Guarantor, any and all of the Credit Parties other
than such Guarantor.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      Each of
the Guarantors will be, at the time becoming a party hereto, a Subsidiary of the
Company.  As such, each Guarantor will receive not insubstantial
benefits from the Company’s execution of the Credit Agreement  and the
consummation of the transactions set forth therein and the Loans, Letters of
Credit and other financial accommodations to be made, issued or entered into
thereunder and from the other financial accommodations to be made under the
other Finance Documents.  Accordingly, each Guarantor hereby agrees
with the Administrative Agent for the benefit of the Secured Parties as
follows:

       

      ARTICLE
I

      GUARANTY

       

      Section
1.01            The
Guaranty.  Each
Guarantor unconditionally guarantees, jointly and severally with the other
Guarantors, as a primary obligor and not merely as a
surety:  (x) the due and punctual payment of:

       

      (i)           all
principal of and interest (including, without limitation, any interest which
accrues after the commencement of any (A) any voluntary or involuntary case
or proceeding under the Bankruptcy Code of the United States, and all other
liquidation, conservatorship, bankruptcy, assignment for the benefit of
creditors, moratorium, rearrangement, receivership, insolvency, reorganization,
or similar debtor relief laws of the United States or other applicable
jurisdictions from time to time in effect and affecting the rights of creditors
generally (collectively, “Debtor Relief laws”)
with respect to any Credit Party, (B) any other voluntary or involuntary,
insolvency, reorganization or bankruptcy case or proceeding, or any
receivership, liquidation or similar case or proceeding with respect to any
Credit Party or any material portion of its respective assets, (C) any
liquidation, dissolution, reorganization or winding up of any Credit Party
whether voluntary or involuntary and whether or not involving insolvency or
bankruptcy or (D) any assignment for the benefit of creditors or any other
marshalling of assets and liabilities of any Credit Party (each an “Insolvency or Liquidation
Proceeding”), whether or not allowed or allowable as a claim in any such
proceeding) on any Loan, L/C Disbursement or Revolving L/C Obligation incurred
by any Other Credit Party under, or any Note issued by any Other Credit Party
pursuant to, the Credit Agreement or any other Credit Document;

       

      (ii)           all
fees, expenses, indemnification obligations and other amounts of whatever nature
now or hereafter payable by any Other Credit Party (including, without
limitation, any amounts which accrue after the commencement of any Insolvency or
Liquidation Proceeding with respect to such Other Credit Party, whether or not
allowed or allowable as a claim in any such proceeding) pursuant to the Credit
Agreement or any other Credit Document;

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

      (iii)           all
expenses of any Agent as to which one or more of them have a right to
reimbursement by any Credit Party under Section 5.04(a)
of this Agreement, Section 12.5(i),
(ii) or (iii) of the Credit Agreement or under any other similar provision
of any other Credit Document, including, without limitation, any and all sums
advanced by any Agent to preserve the Collateral or preserve its security
interests in the Collateral to the extent permitted under any Credit Document or
applicable law;

       

      (iv)           all
amounts paid by any Indemnitee as to which such Indemnitee has the right to
reimbursement by any Credit Party under Section 5.04(b)
of this Agreement, Section 12.5(iv)
of the Credit Agreement or under any other similar provision of any other Credit
Document;

       

      (v)           all
other amounts now or hereafter payable by any Other Credit Party and all other
obligations or liabilities now existing or hereafter arising or incurred
(including, without limitation, any amounts which accrue after the commencement
of any Insolvency or Liquidation Proceeding with respect to such Other Credit
Party, whether or not allowed or allowable as a claim in any such proceeding) on
the part of any Other Credit Party pursuant to any Credit Document;

       

      (vi)           all
Cash Management Obligations owed or owing under any Cash Management Agreement to
a Cash Management Bank; and

       

      (vii)           all
Swap Obligations of a Credit Party permitted under the Credit Agreement owed or
owing under any Swap Contract to any Hedge Bank;

       

      in each
case together with all renewals, modifications, consolidations or extensions
thereof and whether now or hereafter due, owing or incurred in any manner,
whether actual or contingent, whether incurred solely or jointly with any other
Person and whether as principal or surety (and including all liabilities in
connection with any notes, bills or other instruments accepted by any Secured
Party in connection therewith), together in each case with all renewals,
modifications, consolidations or extensions thereof; and (y) the due and
punctual performance of all covenants, agreements, obligations and liabilities
of each Other Credit Party under or pursuant to the Finance Documents (all such
monetary and other obligations referred to in clauses (x) and
(y) above being herein collectively referred to as the “Guaranteed
Obligations”).

       

      Anything
contained in this Agreement to the contrary notwithstanding, the obligations of
each Guarantor hereunder shall be limited to a maximum aggregate amount equal to
the greatest amount that would not render such Guarantor’s obligations hereunder
subject to avoidance as a fraudulent transfer or conveyance under
Section 548 of Title 11 of the United States Code or any provisions of
applicable state law (collectively, the “Fraudulent Transfer
laws”), in each case after giving effect to all other liabilities of such
Guarantor, contingent or otherwise, that are relevant under the Fraudulent
Transfer laws (specifically excluding, however, any liabilities of such
Guarantor (i) in respect of intercompany indebtedness to any Other Credit
Party or any of its Affiliates to the extent that such indebtedness
(A) would be discharged or would be subject to a right of set-off in an
amount equal to the amount paid by such Guarantor hereunder or (B) has been
pledged to, and is enforceable by, the Collateral Agent on behalf of the Secured
Parties and (ii) under any guaranty of Indebtedness subordinated in right
of payment to the Guaranteed Obligations which guaranty contains a limitation as
to a maximum amount similar to that set forth in this paragraph pursuant to
which the liability of such Guarantor hereunder is included in the liabilities
taken into account in determining such maximum amount) and after giving effect
as assets of such Guarantor to the value (as determined under the applicable
provisions of the Fraudulent Transfer laws) of any rights to subrogation,
contribution, reimbursement, indemnity or similar rights of such Guarantor
pursuant to (i) applicable law or (ii) any agreement providing for an
equitable allocation among such Guarantor and any other Credit Party and its
Affiliates of obligations arising under guaranties by such parties (including
the agreements in Article II of
this Agreement).  If any Guarantor’s liability hereunder is limited
pursuant to this paragraph to an amount that is less than the total amount of
the Guaranteed Obligations, then it is understood and agreed that the portion of
the Guaranteed Obligations for which such Guarantor is liable hereunder shall be
the last portion of the Guaranteed Obligations to be repaid.

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

      Section
1.02         Guaranty
Absolute.  Each
Guarantor guarantees that the Guaranteed Obligations will be paid and performed
strictly in accordance with the terms of the Finance Documents, regardless of
any law now or hereafter in effect in any jurisdiction affecting any of such
terms or the rights of the Secured Parties with respect thereto.  The
obligations of the Guarantors under this Agreement are independent of the
Guaranteed Obligations, and a separate action or actions may be brought and
prosecuted against each Guarantor to enforce this Agreement, irrespective of
whether any action is brought against the Company or any Other Credit Party or
whether  the Company or any Other Credit Party is joined in any such
action or actions.  This Agreement is an absolute and unconditional
guaranty of payment when due, and not of collection, by each Guarantor, jointly
and severally with each other Guarantor of the Guaranteed Obligations in each
and every particular.  The obligations of each Guarantor hereunder are
several from those of the Other Credit Parties and are primary obligations
concerning which each Guarantor is the principal obligor.  The Secured
Parties shall not be required to mitigate damages or take any action to reduce,
collect or enforce the Guaranteed Obligations.

       

      The
obligations of each Guarantor hereunder shall not be subject to any reduction,
limitation, impairment or termination for any reason, including the existence of
any claim, set-off or other right which any Guarantor may have at any time
against any Other Credit Party, any Agent or other Secured Party or any other
Person, whether in connection herewith or any unrelated
transactions.  Without limiting the generality of the foregoing, each
Guarantor’s liability shall extend to all amounts that constitute part of the
Guaranteed Obligations and would be owed by any Other Credit Party to any
Secured Party under the Finance Documents but for the fact that they are
unenforceable or not allowable due to the existence of a bankruptcy,
reorganization or similar proceeding involving the Company or such Other Credit
Party.

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      

      Without
limiting the generality of the foregoing, the obligations of each Guarantor
hereunder shall not be released, discharged or otherwise affected or impaired
by:

       

      (i)           any
extension, renewal, settlement, compromise, acceleration, waiver or release in
respect of any obligation of any Other Credit Party under the Credit Agreement,
the Notes, any Swap Contract, any Cash Management Agreement or any other Finance
Document or any other agreement or instrument evidencing or securing any
Guaranteed Obligation, by operation of law or otherwise;

       

      (ii)           any
change in the manner, place, time or terms of payment of any Guaranteed
Obligation or any other amendment, supplement or modification to the Credit
Agreement, the Notes, any other Finance Document or any other agreement or
instrument evidencing or securing any Guaranteed Obligation;

       

      (iii)           any
release, non-perfection or invalidity of any direct or indirect security for any
Guaranteed Obligation, any sale, exchange, surrender, realization upon, offset
against or other action in respect of any direct or indirect security for any
Guaranteed Obligation or any release of any Other Credit Party or any other
guarantor or guarantors of any Guaranteed Obligation;

       

      (iv)           any
change in the existence, structure or ownership of any Other Credit Party or any
insolvency, bankruptcy, reorganization, arrangement, readjustment, composition,
liquidation or other similar proceeding affecting any Other Credit Party or its
assets or any resulting disallowance, release or discharge of all or any portion
of any Guaranteed Obligation;

       

      (v)           the
existence of any claim, set-off or other right which any Guarantor may have at
any time against any Other Credit Party, any Agent, any other Secured Party or
any other Person, whether in connection herewith or any unrelated transaction;
provided that
nothing herein shall prevent the assertion of any such claim by separate suit or
compulsory counterclaim;

       

      (vi)           any
invalidity or unenforceability relating to or against any Other Credit Party for
any reason of the Credit Agreement, any Note, any other Finance Document or any
other agreement or instrument evidencing or securing any Guaranteed Obligation
or any provision of applicable law purporting to prohibit the payment by any
Other Credit Party of any Guaranteed Obligation;

       

      (vii)           any
failure by any Agent or any other Secured Party:  (A) to file or
enforce a claim against any Other Credit Party or its estate (in a bankruptcy or
other proceeding); (B) to give notice of the existence, creation or
incurrence by any Other Credit Party of any new or additional indebtedness or
obligation under or with respect to the Guaranteed Obligations; (C) to
commence any action against any Other Credit Party; (D) to disclose to any
Guarantor any facts which such Agent or such other Secured Party may now or
hereafter know with regard to any Other Credit Party; or (E) to proceed
with due diligence in the collection, protection or realization upon any
collateral securing the Guaranteed Obligations;

       

      
        
           

        

        
          5

          
            

          

        

        
           

        

      

      (viii)         any
direction as to application of payment by any Other Credit Party or any other
Person;

       

      (ix)           any
subordination by any Secured Party of the payment of any Guaranteed Obligation
to the payment of any other liability (whether matured or unmatured) of any
Other Credit Party to its creditors;

       

      (x)           any
act or failure to act by the Administrative Agent or any other Secured Party
under this Agreement or otherwise which may deprive any Guarantor of any right
to subrogation, contribution or reimbursement against any Other Credit Party or
any right to recover full indemnity for any payments made by such Guarantor in
respect of the Guaranteed Obligations; or

       

      (xi)           any
other act or omission to act or delay of any kind by the Company, any Other
Credit Party, the Administrative Agent or any Secured Party or any other Person
or any other circumstance whatsoever which might, but for the provisions of this
clause, constitute a legal or equitable discharge of any Guarantor’s obligations
hereunder.

       

      Each
Guarantor has irrevocably and unconditionally delivered this Agreement to the
Administrative Agent, for the benefit of the Secured Parties, and the failure by
any Other Credit Party or any other Person to sign this Agreement or a guaranty
similar to this Agreement or otherwise shall not discharge the obligations of
any Guarantor hereunder.  The irrevocable and unconditional liability
of each Guarantor hereunder applies whether it is jointly and severally liable
for the entire amount of the Guaranteed Obligations, or only for a pro-rata
portion, and without regard to any rights (or the impairment thereof) of
subrogation, contribution or reimbursement that such Guarantor may now or
hereafter have against any Other Credit Party or any other
Person.  This Agreement is and shall remain fully enforceable against
each Guarantor irrespective of any defenses that any Other Credit Party may have
or assert in respect of the Guaranteed Obligations, including, without
limitation, failure of consideration, breach of warranty, payment, statute of
frauds, statute of limitations, accord and satisfaction and usury, except that a
Guarantor may assert the defense of final payment in full of the Guaranteed
Obligations.

       

      Section
1.03            Payments.  (a)  Payments to be Made Upon
Default.  If any Credit Party fails to pay or perform any
Guaranteed Obligation when due in accordance with its terms (whether at stated
maturity, by acceleration or otherwise) or if any Default or Event of Default
specified in Section 10.1(f)
of the Credit Agreement occurs with respect to any Credit Party, the Guarantors
shall, forthwith on demand of the Administrative Agent, pay the aggregate amount
of all Guaranteed Obligations to the Administrative Agent.

       

      (b)           General Provisions as to
Payments.  Each payment hereunder shall be made without
set-off, counterclaim or other deduction, in Federal or other funds immediately
available in The City of New York, to the Administrative Agent at the
address(es) referred to in Section 5.01 on
the basis set forth in Section 5.14 of
the Credit Agreement.

       

      
        
           

        

        
          6

          
            

          

        

        
           

        

      

      (c)           Application of
Payments.

       

      (i)           Priority of
Distributions.  All payments received by the Administrative
Agent hereunder shall be applied as provided in Section 5.04 of
the Security Agreement.

       

      (ii)           Distributions with Respect
to Letters of Credit.  Each of the Guarantors and the Secured
Parties agrees and acknowledges that if (after all outstanding Loans and L/C
Disbursements have been paid in full) the Revolving Credit Lenders are to
receive a distribution on account of undrawn amounts with respect to Letters of
Credit issued (or deemed issued) under the Credit Agreement, such amounts shall
be deposited in the L/C Cash Collateral Account established under the Security
Agreement as cash security for the repayment of Guaranteed Obligations owing to
the Revolving Credit Lenders as such.  Upon termination of all
outstanding Letters of Credit and payment in full of all L/C Disbursements and
Revolving L/C Obligations, all of such cash security shall be applied to the
remaining Guaranteed Obligations of the Finance Parties.  If there
remains any excess cash security, such excess cash shall be withdrawn by the
Collateral Agent from the L/C Cash Collateral Account and distributed in
accordance with Section 1.03(c)(i)
hereof.

       

      Section
1.04           Discharge; Reinstatement in
Certain Circumstances.  Each
Guarantor’s obligations hereunder shall remain in full force and effect until
the latest to occur of (i) payment in full in cash of the principal of and
interest (including interest accruing on or after the commencement of any
Insolvency or Liquidation Proceeding, whether or not a claim for such interest
is, or would be, allowed in such Insolvency or Liquidation Proceeding) and
premium, if any, on all Indebtedness outstanding under the Finance Documents and
termination of all commitments to lend or otherwise extend credit under the
Finance Documents, (ii) payment in full in cash of all other Guaranteed
Obligations that are due and payable or otherwise accrued and owing at or prior
to the time such principal and interest are paid (including legal fees and other
expenses, costs or charges accruing on or after the commencement of any
Insolvency or Liquidation Proceeding, whether or not a claim for such fees,
expenses, costs or charges is, or would be, allowed in such Insolvency or
Liquidation Proceeding but excluding Unmatured Surviving Obligations),
(iii) termination, cancellation or cash collateralization (in an amount
reasonably satisfactory to the Administrative Agent) of, all Letters of Credit
issued or deemed issued under the Credit Documents, (iv) termination or
cash collateralization (in an amount reasonably satisfactory to the
Administrative Agent) of all Swap Contracts and (v) termination or cash
collateralization (in an amount reasonably satisfactory to the Administrative
Agent) of all Cash Management Agreements (the occurrence of all of the foregoing
being referred to herein as “Discharge of Finance
Obligations”).  No payment or payments made by any Other Credit
Party or any other Person or received or collected by any Secured Party from any
Other Credit Party or any other Person by virtue of any action or proceeding or
any set-off or appropriation or application at any time or from time to time in
reduction of or in payment of the Guaranteed Obligations shall be deemed to
modify, reduce, release or otherwise affect the liability of any Guarantor
hereunder, it being understood that each Guarantor shall, notwithstanding any
such payment or payments, remain liable for the Guaranteed Obligations until the
Discharge of Finance Obligations.  If at any time any payment by any
Other Credit Party or any other Person of any Guaranteed Obligation is rescinded
or must otherwise be restored or returned upon the insolvency, bankruptcy,
dissolution, liquidation or reorganization of any Other Credit Party or other
Person or upon or as a result of the appointment of a receiver, intervener or
conservator of, or trustee or similar officer for, such Other Credit Party or
other Person or any substantial part of its respective property or otherwise,
each Guarantor’s obligations hereunder with respect to such payment shall be
reinstated as though such payment had been due but not made at such
time.  Each Guarantor party hereto agrees that payment or performance
of any of the Guaranteed Obligations or other acts which toll any statute of
limitations applicable to the Guaranteed Obligations shall also toll the statute
of limitations applicable to each such Guarantor’s liability
hereunder.

       

      
        
           

        

        
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      Section
1.05            Waiver by the
Guarantors.  Each
Guarantor hereby waives presentment to, demand of payment from and protest to
the Other Credit Parties of any of the Guaranteed Obligations, and also waives
promptness, diligence, notice of acceptance of its guarantee, any other notice
with respect to any of the Guaranteed Obligations and this Agreement and any
requirement that any Agent or any other Secured Party protect, secure, perfect
or insure any Lien or any property subject thereto.  Each Guarantor
further waives any right to require that resort be had by any Agent or any other
Secured Party to any security held for payment of the Guaranteed Obligations or
to any balance of any deposit, account or credit on the books of the any Agent
or any other Secured Party in favor of any Credit Party or any other
Person.  Each Guarantor hereby consents and agrees to each of the
following to the fullest extent permitted by law, and agrees that such
Guarantor’s obligations under this Agreement shall not be released, diminished,
impaired, reduced or adversely affected by any of the following, and waives any
rights (including rights to notice) which such Guarantor might otherwise have as
a result of or in connection with any of the following:

       

      (i)           any
renewal, extension, modification, increase, decrease, alteration or
rearrangement of all or any part of the Guaranteed Obligations or any instrument
executed in connection therewith, or any contract or understanding with any
Other Credit Party, any Agent, the other Secured Parties, or any of them, or any
other Person, pertaining to the Guaranteed Obligations;

       

      (ii)           any
adjustment, indulgence, forbearance or compromise that might be granted or given
by any Agent or any other Secured Party to any Other Credit Party or any other
Person liable on the Guaranteed Obligations; or the failure of any Agent or any
other Secured Party to assert any claim or demand or to exercise any right or
remedy against any Other Credit Party under the provisions of any Finance
Document or otherwise; or any rescission, waiver, amendment or modification of,
or any release from any of the terms or provisions of, any Finance Document or
any other agreement, including with respect to any Other Credit Party under this
Agreement;

       

      (iii)           the
insolvency, bankruptcy, arrangement, adjustment, composition, liquidation,
disability, dissolution or lack of power of any Other Credit Party or any other
Person at any time liable for the payment of all or part of the Guaranteed
Obligations; or any dissolution of any Other Credit Party, or any change,
restructuring or termination of the corporate structure or existence of any
Other Credit Party, or any sale, lease or transfer of any or all of the assets
of any Other Credit Party, or any change in the shareholders, partners, or
members of any Other Credit Party; or any default, failure or delay, willful or
otherwise, in the performance of the Guaranteed Obligations;

       

      
        
           

        

        
          8

          
            

          

        

        
           

        

      

      (iv)           the
invalidity, illegality or unenforceability of all or any part of the Guaranteed
Obligations, or any document or agreement executed in connection with the
Guaranteed Obligations, for any reason whatsoever, including the fact that the
Guaranteed Obligations, or any part thereof, exceed the amount permitted by law,
the act of creating the Guaranteed Obligations or any part thereof is ultra vires, the officers
or representatives executing the documents or otherwise creating the Guaranteed
Obligations acted in excess of their authority, the Guaranteed Obligations
violate applicable usury laws, any Other Credit Party has valid defenses, claims
or offsets (whether at law, in equity or by agreement) which render the
Guaranteed Obligations wholly or partially uncollectible from such Other Credit
Party, the creation, performance or repayment of the Guaranteed Obligations (or
the execution, delivery and performance of any document or instrument
representing part of the Guaranteed Obligations or executed in connection with
the Guaranteed Obligations or given to secure the repayment of the Guaranteed
Obligations) is illegal, uncollectible, legally impossible or unenforceable, or
the documents or instruments pertaining to the Guaranteed Obligations have been
forged or otherwise are irregular or not genuine or authentic;

       

      (v)           any
full or partial release of the liability of any Other Credit Party or of any
other Person now or hereafter liable, whether directly or indirectly, jointly,
severally, or jointly and severally, to pay, perform, guarantee or assure the
payment of the Guaranteed Obligations or any part thereof, it being recognized,
acknowledged and agreed by each Guarantor that such Guarantor may be required to
pay the Guaranteed Obligations in full without assistance or support of any
other Person, and such Guarantor has not been induced to enter into this
Agreement on the basis of a contemplation, belief, understanding or agreement
that any party other than the Company will be liable to perform the Guaranteed
Obligations, or that the Secured Parties will look to any other party to perform
the Guaranteed Obligations;

       

      (vi)           the
taking or accepting of any other security, collateral or guarantee, or other
assurance of payment, for all or any part of the Guaranteed
Obligations;

       

      (vii)           any
release, surrender, exchange, subordination, deterioration, waste, loss or
impairment (including negligent, willful, unreasonable or unjustifiable
impairment) of any Letter of Credit, collateral, property or security, at any
time existing in connection with, or assuring or securing payment of, all or any
part of the Guaranteed Obligations;

       

      (viii)          any
right that any Guarantor may now or hereafter have under Section 3-606 of
the UCC or otherwise to unimpaired collateral;

       

      (ix)           the
failure of any Agent, any other Secured Party or any other Person to exercise
diligence or reasonable care in the preservation, protection, enforcement, sale
or other handling or treatment of all or any part of such collateral, property
or security;

       

      
        
           

        

        
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      (x)           the
fact that any collateral, security, security interest or lien contemplated or
intended to be given, created or granted as security for the repayment of the
Guaranteed Obligations shall not be properly perfected or created, or shall
prove to be unenforceable or subordinate to any other security interest or lien,
it being recognized and agreed by each Guarantor that such Guarantor is not
entering into this Agreement in reliance on, or in contemplation of the benefits
of, the validity, enforceability, collectibility or value of any of the
Collateral;

       

      (xi)           any
payment by any Other Credit Party to the Administrative Agent, any other Agent
or any other Secured Party being held to constitute a preference under
Title 11 of the United States Code or any similar Federal, foreign or state
law, or for any reason any Agent or any other Secured Party being required to
refund such payment or pay such amount to any Other Credit Party or someone
else;

       

      (xii)           any
other action taken or omitted to be taken with respect to the Guaranteed
Obligations, or the security and collateral therefor, whether or not such action
or omission prejudices any Guarantor or increases the likelihood that any
Guarantor will be required to pay the Guaranteed Obligations pursuant to the
terms hereof, it being the unambiguous and unequivocal intention of each
Guarantor that such Guarantor shall be obligated to pay the Guaranteed
Obligations when due, notwithstanding any occurrence, circumstance, event,
action or omission whatsoever, whether or not contemplated, and whether or not
otherwise or particularly described herein, except for the full and final
payment and satisfaction of the Guaranteed Obligations in cash;

       

      (xiii)           the
fact that all or any of the Guaranteed Obligations cease to exist by operation
of law, including by way of a discharge, limitation or tolling thereof under
applicable Debtor Relief laws;

       

      (xiv)           the
existence of any claim, set-off or other right which any Guarantor may have at
any time against any Other Credit Party, the Administrative Agent, any other
Secured Party or any other Person, whether in connection herewith or any
unrelated transactions; provided that nothing
herein shall prevent the assertion of any such claim by separate suit or
compulsory counterclaim; or

       

      (xv)           any
other circumstance that might in any manner or to any extent otherwise
constitute a defense available to, vary the risk of, or operate as a discharge
of, such Guarantor as a matter of law or equity.

       

      All
waivers herein contained shall be without prejudice to the right of the
Administrative Agent at its option to proceed against any Credit Party or any
other Person, whether by separate action or by joinder.

       

      Section
1.06                Security for
Guaranty.  Each
Guarantor party hereto authorizes the Collateral Agent in accordance with the
terms and subject to the conditions set forth in the Collateral Documents,
(i) to take and hold security for the payment of the Guaranteed Obligations
and to exchange, enforce, waive and release any such security, (ii) to
apply such security and direct the order or manner of sale thereof as the
Collateral Agent in its sole discretion may determine and (iii) to release
or substitute any one or more endorsees, other Guarantors or Other Credit
Parties.  The Collateral Agent may, at its election, in accordance
with the terms and subject to the conditions set forth in the Collateral
Documents, foreclose on any security held by it by one or more judicial or
nonjudicial sales, or exercise any other right or remedy available to it against
any Credit Party, or any security, without affecting or impairing in any way the
liability of any Guarantor hereunder.

       

      
        
           

        

        
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      Section
1.07               Agreement to Pay;
Subordination of Subrogation Claims.  In
furtherance of the foregoing and not in limitation of any other right that the
Administrative Agent, any other Agent or any other Secured Party has at law or
in equity against any Guarantor by virtue hereof, upon the failure of any Other
Credit Party to pay any Guaranteed Obligation when and as the same shall become
due, whether at maturity, by acceleration, after notice of prepayment or
otherwise, each Guarantor hereby promises to and will forthwith pay, or cause to
be paid, to the Administrative Agent or such other Secured Party as designated
thereby in cash the amount of such unpaid Guaranteed
Obligations.  Upon payment by any Guarantor of any sums to the
Administrative Agent or any Secured Party as provided above, all rights of such
Guarantor against any Other Credit Party arising as a result thereof by way of
right of subrogation, contribution, reimbursement, indemnity or otherwise shall
(including, without limitation, in the case of any Guarantor, any rights of such
Guarantor arising under Article II of
this Agreement) in all respects be subordinate and junior in right of payment to
the prior indefeasible payment in full in cash of all the Guaranteed Obligations
and Discharge of Finance Obligations.  No failure on the part of any
Other Credit Party or any other Person to make any payments in respect of any
subrogation, contribution, reimbursement, indemnity or similar right (or any
other payments required under applicable law or otherwise) shall in any respect
limit the obligations and liabilities of any Guarantor with respect to its
obligations hereunder.  If any amount shall erroneously be paid to any
Guarantor on account of such subrogation, contribution, reimbursement, indemnity
or similar right, such amount shall be held in trust for the benefit of the
Secured Parties and shall forthwith be turned over to the Administrative Agent
in the exact form received by such Guarantor (duly endorsed by such Guarantor to
the Administrative Agent, if required) to be credited against the payment of the
Guaranteed Obligations, whether matured or unmatured, in accordance with the
terms of the Finance Documents.

       

      Section
1.08               Stay of
Acceleration.  If
acceleration of the time for payment of any amount payable by any Other Credit
Party under or with respect to the Guaranteed Obligations is stayed upon the
insolvency or bankruptcy of such Other Credit Party, all such amounts otherwise
subject to acceleration under the terms of the Credit Agreement, the Notes, any
Swap Contract, any Cash Management Agreement or any other agreement or
instrument evidencing or securing the Guaranteed Obligations shall nonetheless
be payable by the Guarantors hereunder, jointly and severally, forthwith on
demand by the Administrative Agent, or, following payment in full of the
Obligations, the holders of at least 51% the obligations under all Swap
Contracts and Secured Cash Management Obligations, in the manner provided in
Section 1.01.

       

      Section
1.09               No
Set-Off.  No
act or omission of any kind or at any time on the part of any Secured Party in
respect of any matter whatsoever shall in any way affect or impair the rights of
the Administrative Agent or any other Secured Party to enforce any right, power
or benefit under this Agreement, and no set-off, claim, reduction or diminution
of any Guaranteed Obligation or any defense of any kind or nature which any
Guarantor has or may have against any Other Credit Party or any Secured Party
shall be available against the Administrative Agent or any other Secured Party
in any suit or action brought by the Administrative Agent or any other Secured
Party to enforce any right, power or benefit provided for by this Agreement;
provided that
nothing herein shall prevent the assertion by any Guarantor of any such claim by
separate suit or compulsory counterclaim.  Nothing in this Agreement
shall be construed as a waiver by any Guarantor of any rights or claims which it
may have against any Secured Party hereunder or otherwise, but any recovery upon
such rights and claims shall be had from such Secured Party separately, it being
the intent of this Agreement that each Guarantor shall be unconditionally,
absolutely and jointly and severally obligated to perform fully all its
obligations, covenants and agreements hereunder for the benefit of each Secured
Party.

       

      
        
           

        

        
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      ARTICLE
II

      INDEMNIFICATION,
SUBROGATION AND CONTRIBUTION

       

      Section
2.01                Indemnity and
Subrogation.  In
addition to all such rights of indemnity and subrogation as the Guarantors may
have under applicable law (but subject to Section 1.07
above), the Company agrees that (i) if a payment shall be made by any
Guarantor under this Agreement, the Company shall indemnify such Guarantor for
the full amount of such payment and such Guarantor shall be subrogated to the
rights of the person to whom such payment shall have been made to the extent of
such payment and (ii) if any assets of any Guarantor shall be sold pursuant
to any Collateral Document to satisfy a claim of any Secured Party, the Company
shall indemnify such Guarantor in an amount equal to the greater of the book
value or the fair market value of the assets so sold.

       

      Section
2.02                 Contribution and
Subrogation.  Each
Guarantor (a “Contributing
Guarantor”) agrees (subject to Section 1.07
above) that, if a payment shall be made by any other Guarantor under this
Agreement or assets of any other Guarantor shall be sold pursuant to any
Collateral Document to satisfy a claim of any Secured Party and such other
Guarantor (the “Claiming Guarantor”)
shall not have been fully indemnified by the Company as provided in Section 2.01,
the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount
equal to the amount of such payment or the greater of the book value or the fair
market value of such assets, as the case may be, in each case multiplied by a
fraction the numerator of which shall be the net worth of the Contributing
Guarantor on the date that the obligation(s) supporting such claim were incurred
under this Agreement and the denominator of which shall be the aggregate net
worth of all the Guarantors on such date (or, in the case of any Guarantor
becoming a party hereto pursuant to Section 5.10,
the date of the Accession Agreement executed and delivered by such
Guarantor).  Any Contributing Guarantor making any payment to a
Claiming Guarantor pursuant to this Section 2.02
shall be subrogated to the rights of such Claiming Guarantor under Section 2.01 to
the extent of such payment, in each case subject to the provisions of Section 1.07.

       

      
        
           

        

        
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      ARTICLE
III

      REPRESENTATIONS,
WARRANTIES AND COVENANTS

       

      Section
3.01         Representations and
Warranties; Certain Agreements.  Each
Guarantor hereby represents, warrants and covenants as follows:

       

      (a)           All
representations and warranties contained in the Credit Agreement that relate to
such Guarantor are true and correct.

       

      (b)           Such
Guarantor agrees to comply with each of the covenants contained in the Credit
Agreement that impose or purport to impose, through agreements with the Company,
restrictions or obligations on such Guarantor.

       

      (c)           Such
Guarantor acknowledges that any default in the due observance or performance by
such Guarantor of any covenant, condition or agreement contained herein may
constitute an Event of Default under Section 10.1 of
the Credit Agreement.

       

      (d)           There
are no conditions precedent to the effectiveness of this Agreement that have not
been satisfied or waived.

       

      (e)           Such
Guarantor has, independently and without reliance upon the Administrative Agent
or any other Secured Party and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this
Agreement.  Such Guarantor has investigated fully the benefits and
advantages which will be derived by it from execution of this Agreement, and the
Board of Directors (or persons performing similar functions in case of a
Guarantor which is not a corporation) of such Guarantor has decided that a
direct or an indirect benefit will accrue to such Guarantor by reason of the
execution of this Agreement.

       

      (f)           (i)
This Agreement is not given with actual intent to hinder, delay or defraud any
Person to which such Guarantor is or will become, on or after the date hereof,
indebted; (ii) such Guarantor has received at least a reasonably equivalent
value in exchange for the giving of this Agreement; (iii) such Guarantor is
Solvent on the date hereof (or, in the case of any Guarantor becoming a party
hereto pursuant to Section 5.10,
the date of the Accession Agreement executed and delivered by such Guarantor)
and will not cease to be Solvent as a result of the giving of this Agreement;
(iv) such Guarantor is not engaged in a business or transaction, nor is it
about to engage in a business or transaction, for which any property remaining
with such Guarantor constitutes an unreasonably small amount of capital; and
(v) such Guarantor does not intend to incur debts that will be beyond such
Guarantor’s ability to pay as such debts mature.

       

      Section
3.02           Information.  Each
of the Guarantors assumes all responsibility for being and keeping itself
informed of the financial condition and assets of the Other Credit Parties and
of all other circumstances bearing upon the risk of nonpayment of the Guaranteed
Obligations and the nature, scope and extent of the risks that such Guarantor
assumes and incurs hereunder, and agrees that none of the Administrative Agent,
any other Agent or any other Secured Party will have any duty to advise any of
the Guarantors of information known to it or any of them regarding such
circumstances or risks.

       

      
        
           

        

        
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      Section
3.03            Subordination by
Guarantors.  In
addition to the terms of subordination provided for under Section 1.07,
each Guarantor hereby subordinates in right of payment all indebtedness of the
Other Credit Parties owing to it, whether originally contracted with such
Guarantor or acquired by such Guarantor by assignment, transfer or otherwise,
whether now owed or hereafter arising, whether for principal, interest, fees,
expenses or otherwise, together with all renewals, extensions, increases or
rearrangements thereof, to the prior indefeasible payment in full in cash of the
Guaranteed Obligations, whether now owed or hereafter arising, whether for
principal, interest (including interest accruing during the pendency of any
Insolvency or Liquidation Proceeding, regardless of whether allowed or allowable
in such proceeding), fees, expenses or otherwise, together with all renewals,
extensions, increases or rearrangements thereof.

       

      ARTICLE
IV

      SET-OFF

       

      Section
4.01             Right of
Set-Off.  In
addition to any rights now or hereafter granted under applicable law or
otherwise, and not by way of limitation of any such rights, upon the occurrence
of any Event of Default under the Credit Agreement, each Secured Party (and each
of its Affiliates) is authorized at any time and from time to time, without
presentment, demand, protest or other notice of any kind (all of such rights
being hereby expressly waived), to set off and to appropriate and apply any and
all deposits (general or special, time or demand, provisional or final) and any
other indebtedness at any time held or owing by such Secured Party (including,
without limitation, branches, agencies or Affiliates of such Secured Party
wherever located) to or for the credit or account of any Guarantor against
obligations and liabilities of such Guarantor then due to the Secured Parties
hereunder, under the other Finance Documents or otherwise, and any such set-off
shall be deemed to have been made immediately upon the occurrence of an Event of
Default even though such charge is made or entered on the books of such Secured
Party subsequent thereto.  Each Guarantor hereby agrees that to the
extent permitted by law any Person purchasing a participation in a Loan, a Note
or the L/C Obligations, whether or not acquired pursuant to the arrangements
provided for in Section 12.6 of
the Credit Agreement, may exercise all rights of set-off with respect to its
participation interest as fully as if such Person were a Secured
Party.

       

      ARTICLE
V

      MISCELLANEOUS

       

      Section
5.01              Notices.  (a)  Unless
otherwise expressly provided herein, all notices and other communications
provided for hereunder shall be in writing (including by facsimile transmission)
and mailed, faxed or delivered, to the address, facsimile number or (subject to
subsection (b)
below) electronic mail address specified for notices:  (i) in the
case of any Guarantor, as set forth on the signature pages hereto; (ii) in
the case of the Company, the Administrative Agent or any Lender, as specified in
or pursuant to Section 12.2 of
the Credit Agreement; (iii) in the case of the Collateral Agent, as
specified in or pursuant to Section 7.01 of
the Security Agreement; (iv) in the case of any Hedge Bank as set forth in
any applicable Swap Contract; (v) in the case of any Cash Management Bank,
as set forth in any applicable Cash Management Agreement or (vi) in the
case of any party, at such other address as shall be designated by such party in
a notice to the Administrative Agent and each other party hereto.  All
such notices and other communications shall be deemed to be given or made upon
the earlier to occur of:  (i) actual receipt by the intended
recipient and (ii)(A) if delivered by hand or by courier, when signed for
by the intended recipient; (B) if delivered by mail, four Business Days
after deposit in the mails, postage prepaid; (C) if delivered by facsimile
transmission, when sent and receipt has been confirmed by telephone; and
(D) if delivered by electronic mail (which form of delivery is subject to
the provisions of subsection (b)
below), when delivered.  Rejection or refusal to accept, or the
inability to deliver because of a changed address of which no notice was given,
shall not affect the validity of notice given in accordance with this
Section.

       

      
        
           

        

        
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      (b)           Electronic
Communications.  Notices and other communications hereunder may
be delivered or furnished by electronic communication (including e-mail and
Internet or intranet websites) pursuant to procedures approved by the
Administrative Agent, provided that the
foregoing shall not apply to notices to any Lender or Issuing Lender if such
Lender or Issuing Lender, as applicable, has notified the Administrative Agent
that it is incapable of receiving notices by electronic
communication.  The Administrative Agent may, in its discretion, agree
to accept notices and other communications to it hereunder by electronic
communications pursuant to procedures approved by it, provided that
approval of such procedures may be limited to particular notices or
communications.

       

      Section
5.02        Benefit of
Agreement.  This
Agreement shall be binding upon and inure to the benefit of and be enforceable
by the respective successors and assigns of the parties hereto; provided that
none of the Guarantors may assign or transfer any of its interests and
obligations without prior written consent of the Administrative Agent (and any
such purported assignment or transfer without such consent shall be void); provided further that the
rights of each Lender to transfer, assign or grant participations in its rights
and/or obligations hereunder shall be limited as set forth in Section 12.6
of the Credit Agreement.  Upon the assignment by any Senior Finance
Party of all or any portion of its rights and obligations under the Credit
Agreement (including all or any portion of its Commitments and the Loans owing
to it) or any other Credit Document to any other Person, such other Person shall
thereupon become vested with all the benefits in respect thereof granted to such
transferor or assignor herein or otherwise.

       

      Section
5.03         No Waivers; Non-Exclusive
Remedies.  No
failure or delay on the part of any Agent or any Secured Party to exercise, no
course of dealing with respect to, and no delay in exercising any right, power
or privilege under this Agreement or any other Finance Document, or other
document or agreement contemplated hereby or thereby shall operate as a waiver
thereof nor shall any single or partial exercise of any such right, power or
privilege preclude any other or further exercise thereof or the exercise of any
other right, power or privilege.  The rights and remedies provided
herein and in the other Finance Documents are cumulative and are not exclusive
of any other rights or remedies provided by law.

       

      Section
5.04          Enforcement.  The
Secured Parties agree that this Agreement may be enforced only by (i) the
action of the Administrative Agent (acting upon the instructions of the Required
Lenders if required under the Credit Documents), or (ii) after the date on
which all of the Obligations have been paid in full, the holders of at least 51%
of the obligations under all Swap Contracts and Cash Management Agreements and
that no other Secured Party shall have any right individually to seek to enforce
this Agreement, it being understood and agreed that such rights and remedies may
be exercised by the Administrative Agent or the holders of at least 51% of the
outstanding obligations under all Cash Management Agreement and Swap Contracts,
as the case may be, for the benefit of the Secured Parties upon the terms of
this Agreement.

       

      
        
           

        

        
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      Section
5.05           Amendments and
Waivers.  Any
provision of this Agreement may be amended or waived if, but only if, such
amendment or waiver is in writing and is signed by each Guarantor directly
affected by such amendment or waiver (it being understood that the addition or
release of any Guarantor hereunder shall not constitute an amendment or waiver
affecting any Guarantor other than the Guarantor so added or released) and
either (i) at all times prior to the time at which all Obligations have
been paid in full, the Administrative Agent (with the consent of the Required
Lenders or, to the extent required by Section 12.1 of
the Credit Agreement, such other portion of the Lenders as may be specified
therein) or (ii) at all times after the time at which the Obligations have
been paid in full, the holders of at least 51% of the obligations under all Swap
Contracts and Cash Management Agreements.

       

      Section
5.06            Governing law; Submission to
Jurisdiction.  THIS
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE INTERNAL LAWS
OF THE STATE OF NEW YORK (INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 OF
THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO
CONFLICTS OF LAWS PRINCIPLES.  Any legal action or proceeding with
respect to this Agreement may be brought in the courts of the State of New York
in New York County, or of the United States for the Southern District of New
York, and, by execution and delivery of this Agreement, each of the Guarantors
hereby irrevocably accepts for itself and in respect of its property, generally
and unconditional, the nonexclusive jurisdiction of such courts.  Each
of the Guarantors irrevocably waives, to the fullest extent permitted by law,
any objection which it may now or hereafter have to the laying of the venue of
any such proceeding brought in such court and any claim that any such proceeding
brought in any such court has been brought in an inconvenient
forum.  Each Guarantor hereby irrevocably appoints C.T. Corporation
System its authorized agent to accept and acknowledge service of any and all
process which may be served in any suit, action or proceeding of the nature
referred to in this Section 5.06 and
consents to process being served in any such suit, action or proceeding upon
C.T. Corporation System in any manner or by the mailing of a copy thereof by
registered or certified mail, postage prepaid, return receipt requested, to such
Guarantor’s address referred to in Section 5.01.  Each
Guarantor agrees that such service (i) shall be deemed in every respect
effective service of process upon it in any such suit, action or proceeding and
(ii) shall, to the fullest extent permitted by law, be taken and held to be
valid personal service upon and personal delivery to it.  Nothing in
this Section 5.06
shall affect the right of any Secured Party to serve process in any manner
permitted by law or limit the right of any Secured Party to bring proceedings
against any Guarantor in the courts of any jurisdiction or
jurisdictions.

       

      Section
5.07             Limitation of law;
Severability.  (a)  All
rights, remedies and powers provided in this may be exercised only to the extent
that the exercise thereof does not violate any applicable provision of law, and
all of the provisions of this Agreement are intended to be subject to all
applicable mandatory provisions of law which may be controlling and be limited
to the extent necessary so that they will not render this Agreement invalid,
unenforceable in whole or in part, or not entitled to be recorded, registered or
filed under the provisions of any applicable law.

       

      
        
           

        

        
          16

          
            

          

        

        
           

        

      

      (b)           If
any provision hereof is invalid or unenforceable in any jurisdiction, then, to
the fullest extent permitted by law:  (i) the other provisions
hereof shall remain in full force and effect in such jurisdiction and shall be
liberally construed in favor of the Agents and the other Secured Parties in
order to carry out the intentions of the parties hereto as nearly as may be
possible; and (ii) the invalidity or unenforceability of any provision
hereof in any jurisdiction shall not affect the validity or enforceability of
such provisions in any other jurisdiction.

       

      Section
5.08              Counterparts; Integration;
Effectiveness.  This
Agreement may be signed in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and hereto were upon
the same instrument.  This Agreement and the other Finance Documents
constitute the entire agreement and understanding among the parties hereto and
supersede any and all prior agreements and understandings, oral or written,
relating to the subject matter hereof and thereof.  This Agreement
shall become effective with respect to each Guarantor when the Administrative
Agent shall have received counterparts hereof signed by itself and such
Guarantor.

       

      Section
5.09               WAIVER OF JURY TRIAL.  EACH
GUARANTOR HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY
LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.

       

      Section
5.10                Additional
Guarantors.  It
is understood and agreed that any Subsidiary of the Company that is required by
Section 8.10 or
9.15 of the
Credit Agreement to become a Credit Party after the date hereof shall
automatically become a Guarantor hereunder with the same force and effect as if
originally named as a Guarantor hereunder by executing an Accession Agreement
and counterpart hereof and delivering the same to the Administrative
Agent.  The execution and delivery of any such instrument shall not
require the consent of any other Guarantor or other parts
hereunder.  The rights and obligations of each Guarantor or other
party hereunder shall remain in full force and effect notwithstanding the
addition of any new Guarantor as a party to this Agreement.

       

      Section
5.11                 Termination; Release of
Guarantors.  (a)  Termination.  Upon
the full, final and irrevocable payment and performance of all Guaranteed
Obligations, the cancellation of all outstanding L/C Obligations and the
termination of the Commitments under the Credit Agreement and all Swap
Agreements and Cash Management Agreements, this Agreement shall terminate and
have no further force or effect.

       

      (b)           Release of
Guarantors.  If all of the capital stock of one or more of the
Guarantors is sold or otherwise disposed of or liquidated in compliance with the
requirements of Section 9.5 or
9.6 of the
Credit Agreement (or such sale, other disposition or liquidation has been
approved in writing by the Required Lenders (or all or such other portion of the
Lenders, if required by Section 12.1 of
the Credit Agreement) and the proceeds of such sale, disposition or liquidation
are applied in accordance with the provisions of the Credit Agreement, to the
extent applicable, such Guarantor or Guarantors shall be released from this
Agreement, and this Agreement shall, as to each such Guarantor or Guarantors,
terminate and have no further force or effect (it being understood and agreed
that the sale of one or more Persons that own, directly or indirectly, all of
the capital stock of any Guarantor shall be deemed to be a sale of such
Guarantor for purposes of this Section 5.11(b)).

       

      
        
           

        

        
          17

          
            

          

        

        
           

        

      

      Section
5.12                  Conflict.  To
the extent that there is a conflict or inconsistency between any provision
hereof, on the one hand, and any provision of the Credit Agreement, on the other
hand, the Credit Agreement shall control.

       

      [Signature
Pages Follow]

       

      


      


      
        
           

        

        
          18

          
            

          

        

        
           

        

      

       

      
        Exhibit
I

      

      
 

      IN WITNESS
WHEREOF, each Guarantor has executed this Agreement as of the day and year first
above written.

       

       

       

      
         

        
           

          
            
              
                	      
                        GUARANTORS:

                      	      
                        [GUARANTOR
      NAME]

                      	 
	 	 	 	 
	
                         

                      	
                        By:
      

                      	 	 
	 	 	Name:	 
	 	 	Title: 	 
	 	 	 	 


              

            

             

            
              
                	 	      
                              
                          [Guarantor Notice Address]

                        

                      	 
	 	 	 
	 	[GUARANTOR
NAME]	 
	 	 	      
                              
                           

                        

                      	 
	 	 	 	 
	
                         

                      	
                        By:
      

                      	 	 
	 	 	Name:	 
	 	 	Title: 	 
	 	 	 	 
	 	 	 	 
	 	[Guarantor
      Notice Address]	 


              

            

             

          

        

      

      


      
        
           

        

        
          S-1

          
            

          

        

        
           

        

      

       

       

       

      
        Acknowledged
and Agreed with Respect to Section 2.01:

      

       

      
         
BE
AEROSPACE, INC.

      

       

      
        By:
________________________________________

        Name:

        Title:

         

      

      Agreed to
and Accepted:

       

      
        JPMORGAN CHASE BANK,
N.A.,

      

       

      
        as
Administrative Agent

      

       

      
        By:
________________________________________

        Name:

        Title:

      

      
 

       

       

      S-2